e8vk

Date of Grant:

Vesting Commencement Date:

Number of RSUs:

Payment for Company Stock:

Grantee’s services to the Company (to the greatest extent permitted by applicable law)

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DYlSu8K9vAA8k1+ePiBIr9XAwYHl/RdAHhxjNOhxVE+Y4AjfNDtrPiukuqbm23jG zeQe6YQBSvMpu3NhhN4tDQ== 0000950134-08-004068.txt : 20080304 0000950134-08-004068.hdr.sgml : 20080304 20080304165550 ACCESSION NUMBER: 0000950134-08-004068 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080227 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080304 DATE AS OF CHANGE: 20080304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Volcano CORP CENTRAL INDEX KEY: 0001354217 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330928885 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52045 FILM NUMBER: 08664506 BUSINESS ADDRESS: STREET 1: 2870 KILGORE ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 BUSINESS PHONE: 800-228-4728 MAIL ADDRESS: STREET 1: 2870 KILGORE ROAD CITY: RANCHO CORDOVA STATE: CA ZIP: 95670 8-K 1 f38713e8vk.htm FORM 8-K e8vk

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 27, 2008

VOLCANO CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	000-52045	33-0928885
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2870 Kilgore Road, Rancho Cordova, CA		95670
(Address of principal executive offices)		(Zip Code)

800-228-4728
Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Amended and Restated Employment Agreement of Chief Executive Officer

On February 27, 2008, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Volcano Corporation (the “Company”) approved changes to the terms of employment of R. Scott Huennekens, the Company’s Chief Executive Officer, pursuant to an amended and restated employment agreement between the Company and Mr. Huennekens (the “Huennekens Agreement”). The Huennekens Agreement amends and restates Mr. Huenneken’s prior employment agreement with the Company dated February 1, 2006 to clarify the manner in which the agreement complies with recent changes to applicable tax laws and to reflect his current rate of base salary and target bonus.

Any severance compensation that may be paid under the Huennekens Agreement that is determined to be “deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) will be subject to a six-month delay in payment if necessary for compliance with the requirements of Section 409A of the Code.

As reflected in the Huennekens Agreement, Mr. Huennekens earns an annual base salary of $400,000 and is eligible to earn a target cash incentive bonus in an amount equal to 50% of his base salary, based on the achievement of personal and company-wide performance milestones. This target percentage shall be reviewed annually by the Board or the Committee and, in its sole discretion, may be adjusted upward.

A copy of the Huennekens Agreement is filed hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is subject to, and qualified in its entirety by, the text of the Huennekens Agreement.

Amended and Restated Employment Agreement of Chief Financial Officer

On February 27, 2008, the Committee approved changes to the terms of employment of John T. Dahldorf, the Company’s Chief Financial Officer, pursuant to an amended and restated employment agreement between the Company and Mr. Dahldorf (the “Dahldorf Agreement”). The Dahldorf Agreement amends and restates Mr. Dahldorf’s prior employment agreement with the Company dated February 1, 2006 to clarify the manner in which the agreement complies with recent changes to applicable tax laws and to reflect his current rate of base salary and target bonus.

Any severance compensation that may be paid under the Dahldorf Agreement that is determined to be “deferred compensation” for purposes of Section 409A the Code will be subject to a six-month delay in payment if necessary for compliance with the requirements of Section 409A of the Code.

As reflected in the Dahldorf Agreement, Mr. Dahldorf earns an annual base salary of $265,000 and is eligible to earn a target cash incentive bonus in an amount equal to 40% of his base salary, based on the achievement of personal and company-wide performance milestones. This target percentage shall be reviewed annually by the Board or the Committee and, in its sole discretion, may be adjusted upward.

A copy of the Dahldorf Agreement is filed hereto as Exhibit 10.2 and is incorporated herein by reference. The foregoing description is subject to, and qualified in its entirety by, the text of the Dahldorf Agreement.

Restricted Stock Unit Awards

On February 27, 2008, as part of the Company’s annual equity compensation grant process, the Committee granted restricted stock unit awards (“RSUs”) to certain of the Company’s key employees, including the Company’s “named executive officers” (as defined under applicable securities laws), under the Company’s 2005 Equity Compensation Plan, as amended (the “Plan”). The RSUs are evidenced by a Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (together, the “RSU Agreement”), which, together with the Plan, set forth the terms and conditions of the RSUs.

Under the Plan and the applicable RSU Agreement, each RSU represents a right to receive one share of the Company’s Common Stock (subject to adjustment for certain specified changes in the capital structure of the Company) upon the completion of a specified period of continued service. The number of RSUs granted to the Company’s “named executive officers” on February 27, 2008 are set forth in the table below, along with a brief description of the time-based vesting conditions applicable to such RSUs.


	Number of
Named Executive Officer	RSUs⁽¹⁾
R. Scott Huennekens		50,000
President and Chief Executive Officer
John T. Dahldorf		18,750
Chief Financial Officer and Secretary
Vincent J. Burgess		23,438
Vice President of Business Development and Marketing
Michel E. Lussier		11,250
Managing Director of Volcano Europe
Jorge J. Quinoy		16,875
Vice President of Global Sales
John F. Sheridan		11,250
Executive Vice President of Research and Development and Operations


⁽¹⁾		25% of the RSUs will vest, if at all, each year on the anniversary of the grant date, subject to the individual’s continued service through each such date, so that the award is fully vested on the fourth anniversary of the grant date.

The foregoing is only a brief description of the material terms of the RSUs, does not purport to be complete and is qualified in its entirety by reference to the Plan and the applicable form of RSU Agreement under the Plan. A copy of the Plan was previously filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (File No. 333-145761), filed with the SEC on August 29, 2007, and the forms of RSU Agreement under the Plan are filed as Exhibit 10.3 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit
Number		Description
10.1		Amended and Restated Employment Agreement by and between Volcano Corporation and R. Scott Huennekens dated February 28, 2008.

10.2		Amended and Restated Employment Agreement by and between Volcano Corporation and John T. Dahldorf dated February 28, 2008.

10.3		Form of Restricted Stock Unit Grant Notice and Form of Restricted Stock Unit Agreement under the Volcano Corporation 2005 Equity Compensation Plan, as amended.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	Volcano Corporation
Dated: March 4, 2008	By:	/s/ John T. Dahldorf
		John T. Dahldorf
		Chief Financial Officer

Exhibit Index


Exhibit
Number		Description
10.1		Amended and Restated Employment Agreement by and between Volcano Corporation and R. Scott Huennekens dated February 28, 2008.

10.2		Amended and Restated Employment Agreement by and between Volcano Corporation and John T. Dahldorf dated February 28, 2008.

10.3		Form of Restricted Stock Unit Grant Notice and Form of Restricted Stock Unit Agreement under the Volcano Corporation 2005 Equity Compensation Plan, as amended.

EX-10.1 2 f38713exv10w1.htm EXHIBIT 10.1 exv10w1

Exhibit 10.1

AMENDED AND RESTATED
EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) is made by and amongst Volcano Corporation (the “Company”), having its principal offices at 2870 Kilgore Road, Rancho Cordova, CA 95670 USA, and Scott Huennekens (the “Executive”), effective as of February 28, 2008 and amends and restates the prior Employment Agreement between the Company and the Executive dated February 1, 2006.

Whereas, the Company desires to continue to employ the Executive in the position of President and Chief Executive Officer for the Company;

Whereas, the Executive desires to be employed by the Company as its President and Chief Executive Officer; and

Whereas, the Company and the Executive desire to amend and restate the terms of the prior employment agreement to reflect recent changes to applicable laws.

Now Therefore, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a) “Annual Base Salary” shall mean the Executive’s rate of regular base annual compensation prior to any reduction under (i) a salary reduction agreement pursuant to Section 401(k) or Section 125 of the Code or (ii) any plan or arrangement deferring any base salary.

(b) “Board” shall mean the Board of Directors of the Company. The Board may delegate its authority to a committee of the Board (the “Committee”), including without limitation a remuneration committee, which shall consist of outside directors as defined under Section 162(m) the Code, and related Treasury regulations, and “non-employee directors” as defined under Rule 16b-3 under the Securities Exchange Act of 1934 (the “Exchange Act”). Unless otherwise specified in the Agreement, the term “Board” shall include any Committee (or sub-committee) to which the Board’s authority has been delegated to.

(c) “Cause” any of the following (i) conviction of the Executive by a court of competent jurisdiction of any felony or a crime involving moral turpitude; (ii) the Executive’s knowing failure or refusal to follow reasonable instructions of the Board or reasonable policies, standards and regulations of the Company or its affiliates; (iii) the Executive’s failure or refusal to faithfully and diligently perform the usual, customary duties of his employment with the Company or its affiliates; (iv) unprofessional, unethical, immoral or fraudulent conduct by the Executive; (v) conduct by the Executive that materially discredits the Company or any affiliate or is materially detrimental to the reputation, character and standing of the Company or any affiliate or (vi) the Executive’s material breach of the Patent, Copyright and Nondisclosure

Agreement or his Information and Inventions Agreement. An event described in (ii) — (vi) above shall not be treated as “Cause” until after the Executive has been given written notice of such event, failure or conduct and the Executive fails to cure such event, failure, conduct or breach, if curable, within thirty (30) days from such written notice. In any event, the Executive shall not be deemed to have been terminated for Cause unless the Company shall have given a reasonable opportunity to Executive to appear before the Board to request reconsideration. Failure of the Company to meet financial or performance targets or goals shall not be deemed to be a breach pursuant to subjections (ii) or (iii) above.

(d) “Change in Control” shall mean the occurrence of one (1) or more of the following events:

(i) The date that any Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or a company owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), or more than one such Person acting as a group (as determined under Treasury Regulations Section 1.409A-3(i)(5)(v)(B)), acquires ownership of the stock of the Company representing more than thirty-five percent (35%) of the total combined voting power of the Company’s then-outstanding stock;

(ii) The date that any Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, or a company owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company), or more than one such Person acting as a group (as determined under Treasury Regulations Section 1.409A-3(i)(5)(v)(B)), acquires assets from the Company that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the Company immediately before such acquisition (with “gross fair market value” determined without regard to any liabilities associated with such assets);

(iii) The date that the majority of members of the Board are replaced during any twelve (12)-month period by directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of such appointment or election.

(iv) Notwithstanding the foregoing, in no event shall a Change in Control be deemed to have occurred if, with respect to the Executive, the Executive is part of a purchasing group which consummates the Change in Control transaction. The Executive shall be deemed “part of the purchasing group” for purposes of the preceding sentence if the Executive is an equity participant or has agreed to become an equity participant in the purchasing company or group (except for (a) passive ownership of less than five percent (5%) of the voting securities of the purchasing company; or (b) ownership of equity participation in the purchasing company or group which is otherwise deemed not to be significant, as determined prior to the Change in Control by a majority of the non-employee continuing directors of the Board).

(e) “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as well as any state law of similar effect.

(f) “Code” shall mean the Internal Revenue Code of 1986, as amended, and, as applicable, Treasury Regulations promulgated thereunder.

(g) “Company” shall mean Volcano Corporation and any successor to its business and/or assets which assumes (either expressly, by operation of law or otherwise) and/or agrees to perform this Agreement by operation of law or otherwise (except in determining, under subsection (d) hereof, whether or not any Change in Control of the Company has occurred in connection with such succession).

(h) “Date of Termination” shall mean with respect to any purported termination of the Executive’s employment, the effective date of the Executive’s Separation from Service.

(i) “Disability” shall mean the Executive’s inability for medical reasons to perform the essential duties of the Executive’s position for either ninety (90) consecutive calendar days or one hundred twenty (120) business days in a twelve month period by reason of any medically determined physical or mental impairment as determined by a medical doctor selected by written agreement of the Company and the Executive upon the request of either party by notice to the other.

(j) “Good Reason” shall mean (i) a material change in the character or scope of the Executive’s position, duties, Annual Base Salary, responsibilities, reporting or authority; (ii) a material change initiated by the Company in the living or commuting relationship currently utilized by the Executive and/or his family or the Company’s relocation of its principal place of business to a location that is greater than fifty (50) miles from the Company’s principal business location as of the effective date of the Agreement and the Company requiring the Executive to perform a substantial performance of his services at such location; (iii) failure of the Company to renew the Agreement; (iv) failure of the Company to have any successor entity assume and perform this Agreement pursuant to Section 7(d); (iv) the material breach of the Agreement by the Company or any successor thereto; or (v) written notice of resignation from the Executive during the sixty (60) day period following the date which is six months after a Change in Control.

(k) “Patent, Copyright and Nondisclosure Agreement” shall mean the Patent, Copyright and Nondisclosure Agreement between the Executive and the Company dated March 15, 2002.

(l) “Person” shall have the meaning ascribed thereto in Section 3(a)(9) of the Exchange Act, as modified, applied and used in Sections 13(d) and 14(d) thereof; provided, however, a Person shall not include (i) the Company or any of its respective subsidiaries, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its respective subsidiaries (in its capacity as such), (iii) an underwriter temporarily holding securities pursuant to an offering of such securities.

(m) “Release” shall mean a general mutual release of the Company and the Executive containing a mutual non-disparagement clause in substantially the form attached hereto as Exhibit A, subject to such modifications as mutually agreed to by the parties hereto.

The Release must be signed by the Executive and become effective in accordance with its terms not later than sixty (60) days following the Date of Termination, unless a longer period for execution and effectiveness is expressly required by applicable law.

(n) “Separation from Service” shall mean the date after which (i) no further services are reasonably expected to be performed by the Executive or (ii) the level of bona fide services that the Executive would perform (whether as an employee or as an independent contractor) would permanently decrease to no more than 20% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the preceding 36-month period. The determination of such date shall be made in good faith by the Board based on the applicable facts and circumstances.

2. Term of this Agreement. The term of this Agreement, as amended, shall commence upon the date of this Agreement set forth above and shall continue until the first anniversary of the date of this Agreement; provided however, that the term of this Agreement shall automatically be extended for an additional term of one year on each anniversary (the “Term”) unless either party to this Agreement delivers a written notice of non-extension to the other party by at least ninety (90) days prior to the expiration of the Term.

3. Duties; Scope of Employment; Compensation and Benefits.

(a) Position and Duties. The Company shall employ the Executive to the position of President and Chief Executive Officer of the Company. During the Term, the Executive will devote substantially all of the Executive’s business efforts and time to the Company. The Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board, provided, however, that the Executive may engage in the following as long as such activities do not materially interfere with the Executive’s duties and responsibilities with the Company: (i) serve on the board of one (1) unaffiliated corporation or the boards of trade associations or charitable organizations; (ii) engage in charitable activities and community affairs; or (iii) manage the Executive’s personal investments and affairs; provided, however, that service on the Board on an unaffiliated corporation shall be subject to the reasonable prior approval of the Board, which shall not be unreasonably withheld or delayed.

(b) Annual Base Salary. The Executive’s Annual Base Salary shall equal Four Hundred Thousand Dollars ($400,000.00). This amount shall be reviewed annually in January of each year by the Board and, in the sole discretion of the Board, may be adjusted upward with such adjustments effective January 1 of the respective year. Notwithstanding the preceding sentence, the Executive’s annual salary may be reduced if such reduction is pro rata among substantially all of the Company’s senior level executives as a group.

(c) Bonus. The Executive’s target bonus opportunity shall be fifty (50%) of the Executive’s Annual Base Salary. This target percentage shall be reviewed annually in by the Board (or a duly authorized committee thereof) and, in its sole discretion, may be adjusted upward. The Executive’s actual bonus earned shall be determined based on the Executive’s performance and achievement of target objectives and such other terms agreed to in good faith by the Company and the Executive. The Executive shall also be eligible to receive an additional

bonus in the form of an annual stock option grant to purchase additional shares of Company stock pursuant to the terms of the Volcano Corporation 2005 Equity Compensation Plan (the “Equity Plan”) based upon the Executive’s performance and achievement of target objectives agreed to by the Company and the Executive.

(d) Pension and Welfare Plans. During the Term, the Executive and the Executive’s dependents, if applicable, shall be entitled to participate in all incentive, savings and retirement plans, health and welfare benefit plans, practices, policies and programs (including, without limitation, medical, prescription, dental, disability, employee life, group life, accidental death and travel accident insurance plans and programs) sponsored by the Company or its affiliates on the same terms and conditions generally applicable to executives of the Company generally.

(e) Equity Plans. The Executive shall be entitled to participate in any stock option, restricted stock, stock appreciation rights, or any other equity compensation plan or program sponsored by the Company or its affiliates on the same terms and conditions generally applicable to executives of the Company. Notwithstanding the foregoing, the Executive shall not be entitled to awards under such plans at any time or in any particular amount. Any equity interests or rights to purchase equity interests in the Company held by the Executive and issued pursuant to the Equity Plan shall be administered and subject to the terms of the Equity Plan and any amendments thereto, including, without limitation, the Equity Plan’s provisions relevant to a Change in Control.

(f) Designation as Qualified Performance-Based Compensation. The Company may determine that any bonus or equity awards issued under Sections 3(c) or 3(e) of this Agreement (“Awards”) shall be considered “qualified performance-based compensation” under Section 162(m) of the Code. Any Awards shall be administered by the Committee in accordance with this Section 3(f).

(g) Fringe Benefits and Prerequisites. The Executive shall be entitled to fringe benefits and prerequisites available to executives in accordance with the plans, practices, programs and policies of the Company from time to time.

(h) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the applicable policy of the Company and its affiliated companies.

(i) Paid Time Off. The Executive shall be entitled to accrue such number of days per year of paid time off in accordance with the general policy of the Company.

4. Termination. The Executive’s employment shall terminate upon the occurrence of any of the following events:

(a) Termination Without Cause; Resignation for Good Reason.

(i) The Company may remove the Executive at any time without Cause from the position in which the Executive is employed hereunder upon not less than thirty (30) days’ prior written notice of termination to the Executive; provided, however, that, in the

event that such notice is given, the Executive shall be allowed reasonable time away from the office to seek other employment. In addition, the Executive may initiate termination of employment by resigning under this Section 4(a) for Good Reason. The Executive shall give the Company not less than thirty (30) days’ prior written notice of termination of such resignation for Good Reason.

(ii) Upon any removal or resignation described in Section 4(a)(i) above, the Executive shall be entitled to receive, subject to the effectiveness of the Release, the following:

(1) The Executive shall receive cash severance (the “Cash Severance”) equal to the sum of (a) two (2) years of the Executive’s Annual Base Salary at the rate in effect immediately prior to the Date of Termination, (b) a pro-rated bonus (the “Pro-Rated Bonus”) for the year in which the Date of Termination occurs, calculated as the product of (i) the maximum target bonus for that year and (ii) a fraction, the numerator of which is the number of days during which the Executive was employed by the Company in the year in which the Date of Termination occurs, and the denominator of which is three hundred sixty five (365), and (c) two (2) years of non-health insurance premiums, calculated as the product of (i) the aggregate monthly cost of the premiums the Executive would pay upon conversion to individual policies of his life and disability insurance coverage under the Company’s policies, as in effect immediately prior to the Date of Termination and (ii) twenty-four (24) months.

a. If the Executive is not a “specified employee” under Section 409A of the Code as of the Date of Termination, the Company shall pay the Cash Severance as follows:

i. If the Separation from Service does not occur immediately prior to, on or within twelve (12) months after a Change in Control, the Company will pay (1) the Cash Severance, less the Pro-Rated Bonus, in substantially equal installments on the Company’s regular payroll schedule and subject to standard deductions and withholdings over the two (2) year period immediately following the Date of Termination and (2) the Pro-Rated Bonus in a lump sum on the date that the Company would otherwise pay the annual bonus for that year to other executives whose employment has not terminated (but in no event later than March 15 of the year following the year in which the annual bonus would have otherwise been earned). However, no payments of the Cash Severance will be made prior to the effective date of the Release. On the first payroll pay day following the effective date of the Release, the Company will pay the Executive in a lump sum the Cash Severance the Executive would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the Cash Severance being paid as originally scheduled.

year to other executives whose employment has not terminated (but in no event later than March 15 of the year following the year in which the annual bonus would have otherwise been earned).

b. If the Executive is a “specified employee” under Section 409A of the Code as of the Date of Termination, the Company shall pay the Cash Severance as follows:

i. If the Separation from Service does not occur immediately prior to, on or within twelve (12) months after a Change in Control, the Company will pay the entire amount of the Cash Severance in substantially equal installments on the Company’s regular payroll schedule and subject to standard deductions and withholdings over the eighteen (18) month period commencing on the date that is six (6) months after the Date of Termination.

ii. If the Separation from Service occurs immediately prior to, or within twelve (12) months after a Change in Control, the Cash Severance will be paid in a single lump sum on the date that is six (6) months after the Separation from Service.

(2) If the Executive timely elects continuation health care coverage pursuant to COBRA for himself and/or his eligible dependents, the Company will pay the applicable COBRA premiums for such coverage for up to twenty-four (24) months, or such earlier time as the Executive ceases to be eligible for such continuation coverage.

(b) Termination for Cause; Voluntary Resignation Without Good Reason. In the event that the Executive voluntarily terminates his employment for any reason other than Good Reason or in the event that Company terminates the Executive for Cause no further payments shall be due under this Agreement, except that the Executive shall be entitled to any amounts earned, accrued or owing but not yet paid under Section 3 above and any benefits accrued or earned under the Company’s benefit plans and programs.

(c) Disability. In the event that the Executive’s employment is terminated due to Disability, the Executive shall be entitled to receive all of the benefits described in Section 4(a) above, on all of the same payment terms and conditions (including execution of an effective Release), except that each reference to twenty-four (24) months shall be changed to twelve (12) months, each reference to two (2) years shall be instead to one (1) year and therefore each reference to eighteen (18) months shall be instead to six (6) months.

(d) Death. If the Executive dies while employed by the Company, the Company pay the Executive’s executor, legal representative, administrator or designated beneficiary (the “Heir(s)”) any amounts earned but not yet paid under Section 3 above and any benefits accrued or earned under the Company’s benefit plans and programs. In addition, subject to the Heir(s)’s execution of the Release, the Company will pay to the Heir(s), the following:

health insurance premiums, calculated as the product of (i) the aggregate monthly cost of the premiums the Executive would have paid upon conversion to individual policies of the life and disability insurance coverage for his eligible dependents under the Company’s policies, as in effect immediately prior to the Date of Termination and (ii) twelve (12) months.

(ii) If the Executive’s dependents timely elect continuation health care coverage pursuant to COBRA, the Company will pay the applicable COBRA premiums for such coverage for up to twelve (12) months, or such earlier date as the dependents cease to be eligible for such continuation coverage.

(e) Compliance with Section 409A of the Code. It is intended that each installment of the payments provided for in this Section 4 is a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i). For the avoidance of doubt, it is intended that payments of the amounts set forth in this Section 4 satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulation 1.409A-1(b)(4) and 1.409A-1(b)(9)(v).

5. Non-Disclosure; Proprietary Information and Inventions, etc. The Executive agrees to continue to be bound and abide by the Information and Inventions Agreement. Executive also acknowledges that nothing in this Agreement relieves the Executive of his obligations under the Patent, Copyright and Nondisclosure Agreement.

6. Special Reimbursement — Excise tax related to Section 4999 of the Code.

(a) Payment of Gross-Up. In the event that the Executive becomes entitled to payments or benefits from the Company (the “Total Payments”) which constitute an “excess parachute payment” as defined in Section 280G(b) of the Code subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then the Company shall cause a payment to be made to the Executive of an additional amount (the “Additional Payment”) equal to the sum of (i) the Excise Tax and (ii) such additional sums, such that, after imposition of the Excise Tax and all taxes, including, without limitation, any income, employment and other withholding taxes and Excise Tax (and any interest and penalties imposed with respect thereto) imposed on the amount described in clauses (i) and (ii), the Executive shall receive such payments and benefits from the Company free and clear of any taxes, other than income, employment and other withholding taxes that would have been imposed on such payments and benefits, determined without regard to the imposition of the Excise Tax.

(b) Administration. All determinations under this Section 6 shall be made by the Company’s independent accounting firm, in their reasonable discretion in consultation with the Executive’s accountants. If the firm determines that an Excise Tax is payable with respect to the Total Payments and that the Additional Payment is due to the Executive, the Company shall pay the Additional Payment not later than one hundred and twenty (120) days after the date on which the Executive remits the Excise Tax to the appropriate taxing authorities. Any good faith determinations of the firm made hereunder shall be final, binding and conclusive upon the Company and the Executive. The Executive and the Company shall each reasonably cooperate with the other in connection with causing or allowing any shareholder vote on the Total Payments to occur and any administrative or judicial proceedings concerning the existence or

amount of any such subsequent liability for amounts described in clauses (i) and (ii) in Section 6(a). The Company shall solely be responsible for any legal, accounting and other costs and expenses incurred in connection with such shareholder vote and administrative and judicial proceedings.

7. Miscellaneous.

(a) Legal Costs. The Company shall reimburse the Executive for reasonable legal fees and expenses incurred if the Executive prevails on any issue which is the subject of such of a lawsuit or arbitration brought by the Executive or the Company as a result of any dispute with any party (including, but not limited to, the Company and/or any affiliate of the Company) regarding the provisions of this Agreement. Otherwise, the Executive and the Company shall be responsible for its own legal fees and expenses in connection with such action. The Company will reimburse the Executive for reasonable legal fees and expenses directly relating to the negotiation of this Agreement.

(b) Arbitration. In the event of any dispute under the provisions of this Agreement, other than a dispute in which the primary relief sought is an equitable remedy such as an injunction, the parties shall be required to have the dispute, controversy or claim settled by arbitration in San Diego, California in accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association, before a panel of three arbitrators, two of whom shall be selected by the Company and the Executive, respectively, and the third of whom shall be selected by the other two arbitrators. Any award entered by the arbitrators shall be final, binding and nonappealable and judgment may be entered thereon by either party in accordance with applicable law in any court of competent jurisdiction. This arbitration provision shall be specifically enforceable. The arbitrators shall have no authority to modify any provision of this Agreement or to award a remedy for a dispute involving this Agreement other than a benefit specifically provided under or by virtue of the Agreement.

(c) No Mitigation. The Company agrees that, if the Executive’s employment is terminated during the Term, the Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to the Executive by the Company pursuant to this Agreement. Further, the amount of any payment or benefit provided for in Section 4 of this Agreement shall not be reduced by any compensation earned by the Executive as the result of employment by another employer, by retirement benefits, or offset against any amount claimed to be owed by the Executive to the Company or any of their respective subsidiaries. However, the severance benefits provided under this Agreement are intended to satisfy, to the greatest extent possible, any and all statutory obligations that may arise out of the Executive’s termination of employment including, without limitation, the Worker Adjustment and Retraining Notification Act.

(d) Successors. In addition to any obligations imposed by law upon any successor to the Company, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

(e) Binding Agreement. This Agreement shall inure to the benefit of and be enforceable by the Executive’s personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees. If the Executive shall die while any amount would still be payable to the Executive hereunder (other than amounts which, by their terms, terminate upon the death of the Executive) if the Executive had continued to live, all such amounts, unless otherwise provided herein, shall be paid in accordance with the terms of this Agreement to the executors, personal representatives or administrators of the Executive’s estate.

(f) Notices. For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered or mailed by United States certified mail, return receipt requested, postage prepaid, addressed to the respective addresses set forth below, or to such other address as either party may have furnished to the other in writing in accordance herewith, except that notice of change of address shall be effective only upon actual receipt:

To the Company:

Chairman of the Board of Directors
Volcano Corporation
2870 Kilgore Road
Rancho Cordova, CA 95670

To the Executive:

Mr. Scott Huennekens
At the address most recently on file with the Company

With a copy to:

Cooley Godward Kronish LLP
Five Palo Alto Square — 4^th Floor
3000 El Camino Real
Palo Alto, CA 94306-2155

Attn: Gordon Ho, Esq.

(g) Amendments. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Company. No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

(h) Entire Agreement. Except as otherwise provided, this Agreement contains the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, express or implied, between the parties with respect thereto.

10.

(i) Applicable Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of California without regard to the principles of conflict of laws thereof.

(j) Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

(k) Withholding. Any payments provided for hereunder shall be paid net of any applicable withholding required under federal, state or local law and any additional withholding to which the Executive has agreed.

(l) Survivorship. The rights and obligations of the Company and the Executive under this Agreement shall survive the expiration of the Term.

(m) Mutual Intent. All parties participated in the drafting of the Agreement, and the language used in this Agreement is the language chosen by the Executive and the Company to express their mutual intent. The parties agree that in the event that any language, section, clause, phrase or word used in the Agreement is determined to be ambiguous, no presumption shall arise against or in favor of either party and that no rule of strict construction shall be applied against either party with respect to such ambiguity.

(n) Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.

(o) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

In Witness Whereof, the parties hereto have executed this Agreement as of the date first written above.


		VOLCANO CORPORATION

		By:		/s/ Olav B. Bergheim


		Name:		Olav B. Bergheim

		Title:		Chairman of the Board

		EXECUTIVE

		/s/ Scott Huennekens
		Scott Huennekens

11.

EXHIBIT A

MUTUAL RELEASE OF CLAIMS
(To be signed on or within 21 days after the employment termination date.)

Pursuant to the terms of the Amended and Restated Employment Agreement (the “Agreement”) by and amongst Volcano Corporation (the “Company”), and Scott Huennekens (the “Executive”) effective as of February 28, 2008, the Company and the Executive hereby enter into the following Mutual Release of Claims (the “Release”):

1. Executive’s Release of Claims:

Executive understands that, on the last date of his employment with the Company, the Company will pay him any accrued salary and accrued and unused vacation to which he is entitled by law, regardless of whether he signs this Release, but he is not entitled to the severance benefits provided in the Agreement unless he signs and returns this Release to the Company and allows it to become effective.

In exchange for payment of benefits set forth in Section 4 of the Agreement, Executive hereby generally and completely releases the Company and its directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and assigns (collectively the “Released Parties”) of and from any and all claims, liabilities and obligations, both known and unknown, arising out of or in any way related to events, acts, conduct, or omissions occurring at any time prior to or at the time that Executive signs this Release (the “Executive Released Claims”). This general release includes, but is not limited to: (1) all claims arising out of or in any way related to Executive’s employment with the Company or the termination of that employment; (2) all claims related to Executive’s compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing (including claims based on or arising under the Agreement); (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act (as amended) (“ADEA”), the federal Family and Medical Leave Act, the California Labor Code (as amended), the California Family Rights Act, and the California Fair Employment and Housing Act (as amended).

Executive understands that notwithstanding the foregoing, the following are not included in the Executive Released Claims (the “Executive Excluded Claims”): (i) any rights or claims for indemnification Executive may have pursuant to any written indemnification agreement to which he is a party, the charter, bylaws, or operating agreements of any of the Released Parties, or under applicable law; or (ii) any rights which are not waivable as a matter of law. In addition, Executive understands that nothing in this Release prevents him from filing, cooperating with, or

12.

participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, or the California Department of Fair Employment and Housing, except that Executive acknowledges and agrees that he shall not recover any monetary benefits in connection with any such claim, charge or proceeding with regard to any claim released herein. Executive hereby represents and warrants that, other than the Executive Excluded Claims, Executive is not aware of any claims he has or might have against any of the Released Parties that are not included in the Executive Released Claims.

Executive acknowledges that he is knowingly and voluntarily waiving and releasing any rights he may have under the ADEA, and that the consideration given for the waiver and release in the preceding paragraph is in addition to anything of value to which he is already entitled. Executive further acknowledges that he has been advised by this writing that: (1) his waiver and release do not apply to any rights or claims that may arise after the date he signs this Release; (2) he should consult with an attorney prior to signing this Release (although he may choose voluntarily not to do so); (3) he has twenty-one (21) days to consider this Release (although he may choose voluntarily to sign it earlier); (4) he has seven (7) days following the date he signs this Release to revoke it by providing written notice of revocation to the Chairman of the Company’s Board of Directors; and (5) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth calendar day after the date Executive signs it provided that he does not revoke it and that the Company has signed this Release by such date (the “Effective Date”).

Executive hereby represents that he has been paid all compensation owed and for all hours worked, he has received all the leave and leave benefits and protections for which he is eligible, pursuant to the Family and Medical Leave Act, the California Family Rights Act, or otherwise, and he has not suffered any on-the-job injury for which he has not already filed a workers’ compensation claim.

2. Company’s Release of Claims:

The Company hereby generally and completely releases Executive of and from any and all claims, liabilities, and obligations, both known and unknown, arising out of or in any way related to events, acts, conduct or omissions occurring at any time prior to or at the time the Company signs this Release (the “Company Released Claims”); provided, however, that this Release shall not extend to: (1) any claims that may arise out of any events, acts, conduct or omissions occurring after this Release is executed, including without limitation, any claims for breach of the Agreement; (2) any claims arising at any time out of Executive’s obligations to protect the Company’s proprietary information, including without limitation, any claims arising from Executive’s obligations under his Information and Inventions Agreement and his Patent, Copyright and Nondisclosure Agreement, claims arising under the California Uniform Trade Secrets Act, or common law claims arising from these obligations; or (3) any claims arising from any actions by Executive which were intentional or amount to gross negligence during his employment with the Company which were outside of his authority as President and Chief Executive Officer or outside of the course and scope of his employment (the “Company Excluded Claims”).

13.

The Company hereby represents and warrants that, other than the Company Excluded Claims, it is not aware of any claims it has or might have against Executive that are not included in the Company Released Claims.

3. Section 1542 Waiver:

THE PARTIES UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. The parties acknowledge that each has read and understands Section 1542 of the California Civil Code which reads as follows: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.” The parties hereby expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to their respective release of claims herein, including but not limited to their releases of unknown and unsuspected claims.

4. Additional Agreements:

The parties hereby further agree as follows: (1) Executive agrees not to disparage the Company, its parent, or its or their officers, directors, employees, shareholders, affiliates and agents, in any manner likely to be harmful to its or their business, business reputation, or personal reputation, and the Company agrees not to disparage Executive in any manner likely to be harmful to his business reputation or personal reputation (although the parties may respond accurately and fully to any question, inquiry or request for information as required by legal process); (2) not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the other party, or against the Released Parties; and (3) to reasonably cooperate with the other party, by voluntarily (without legal compulsion) providing accurate and complete information, in connection with such other party’s actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or failures to act that occurred during the period of Executive’s employment by the Company.


		Executive:

		By:
				Scott Huennekens

		Date:


		Company:

		By:


		Title:

		Date:

14.

EX-10.2 3 f38713exv10w2.htm EXHIBIT 10.2 exv10w2

Exhibit 10.2

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

This Amended and Restated Employment Agreement (this “Agreement”) is made by and amongst Volcano Corporation (the “Company”), having its principal offices at 2870 Kilgore Road, Rancho Cordova, CA 95670 USA, and John Dahldorf (the “Executive”), effective as of February 28, 2008 and amends and restates the prior Employment Agreement between the Company and the Executive dated February 1, 2006.

Whereas, the Company desires to continue to employ the Executive in the position of Chief Financial Officer for the Company;

Whereas, the Executive desires to be employed by the Company as its Chief Financial Officer; and

Whereas, the Company and the Executive desire to amend and restate the terms of the prior employment agreement to reflect recent changes to applicable laws.

Now Therefore, in consideration of the premises and the mutual covenants herein contained, the Company and the Executive hereby agree as follows:

1. Definitions. For purposes of this Agreement, the following terms shall have the meanings set forth below:

(d) “Change in Control” shall mean the occurrence of one (1) or more of the following events:

(e) “COBRA” shall mean the Consolidated Omnibus Budget Reconciliation Act of 1985, as well as any state law of similar effect.

(f) “Code” shall mean the Internal Revenue Code of 1986, as amended, and, as applicable, Treasury Regulations promulgated thereunder.

(h) “Date of Termination” shall mean with respect to any purported termination of the Executive’s employment, the effective date of the Executive’s Separation from Service.

(j) “Good Reason” shall mean (i) a material change in the character or scope of the Executive’s position, duties, Annual Base Salary, responsibilities, reporting or authority; (ii) the Company’s relocation of its principal place of business to a location that is greater than fifty (50) miles from the Company’s principal business location as of the effective date of the Agreement and the Company requiring the Executive to perform a substantial performance of his services at such location; (iii) failure of the Company to renew the Agreement; (iv) failure of the Company to have any successor entity assume and perform this Agreement pursuant to Section 7(d); (iv) the material breach of the Agreement by the Company or any successor thereto; or (v) written notice of resignation from the Executive during the sixty (60) day period following the date which is six months after a Change in Control.

(k) “Patent, Copyright and Nondisclosure Agreement” shall mean the Patent, Copyright and Nondisclosure Agreement between the Executive and the Company dated August 20, 2003.

not later than sixty (60) days following the Date of Termination, unless a longer period for execution and effectiveness is expressly required by applicable law.

3. Duties; Scope of Employment; Compensation and Benefits.

(a) Position and Duties. The Company shall employ the Executive to the position of Chief Financial Officer of the Company. During the Term, the Executive will devote substantially all of the Executive’s business efforts and time to the Company. The Executive agrees not to actively engage in any other employment, occupation or consulting activity for any direct or indirect remuneration without the prior approval of the Board, provided, however, that the Executive may engage in the following as long as such activities do not materially interfere with the Executive’s duties and responsibilities with the Company: (i) serve on the board of one (1) unaffiliated corporation or the boards of trade associations or charitable organizations; (ii) engage in charitable activities and community affairs; or (iii) manage the Executive’s personal investments and affairs; provided, however, that service on the Board on an unaffiliated corporation shall be subject to the reasonable prior approval of the Board, which shall not be unreasonably withheld or delayed.

(b) Annual Base Salary. The Executive’s Annual Base Salary shall equal Two Hundred Sixty-Five Thousand Dollars ($265,000.00). This amount shall be reviewed annually in January of each year by the Board and, in the sole discretion of the Board, may be adjusted upward with such adjustments effective January 1 of the respective year. Notwithstanding the preceding sentence, the Executive’s annual salary may be reduced if such reduction is pro rata among substantially all of the Company’s senior level executives as a group.

(c) Bonus. The Executive’s target bonus opportunity shall be forty (40%) of the Executive’s Annual Base Salary. This target percentage shall be reviewed annually in by the Board (or a duly authorized committee thereof) and, in its sole discretion, may be adjusted upward. The Executive’s actual bonus earned shall be determined based on the Executive’s performance and achievement of target objectives and such other terms agreed to in good faith by the Company and the Executive. The Executive shall also be eligible to receive an additional bonus in the form of an annual stock option grant to purchase additional shares of Company

stock pursuant to the terms of the Volcano Corporation 2005 Equity Compensation Plan (the “Equity Plan”) based upon the Executive’s performance and achievement of target objectives agreed to by the Company and the Executive.

(i) Paid Time Off. The Executive shall be entitled to accrue such number of days per year of paid time off in accordance with the general policy of the Company.

4. Termination. The Executive’s employment shall terminate upon the occurrence of any of the following events:

(a) Termination Without Cause; Resignation for Good Reason.

office to seek other employment. In addition, the Executive may initiate termination of employment by resigning under this Section 4(a) for Good Reason. The Executive shall give the Company not less than thirty (30) days’ prior written notice of termination of such resignation for Good Reason.

(ii) Upon any removal or resignation described in Section 4(a)(i) above, the Executive shall be entitled to receive, subject to the effectiveness of the Release, the following:

a. If the Executive is not a “specified employee” under Section 409A of the Code as of the Date of Termination, the Company shall pay the Cash Severance as follows:

ii. If the Separation from Service occurs immediately prior to, on or within twelve (12) months after a Change in Control, (1) the Cash Severance, less the Pro-Rated Bonus, will be paid in a single lump sum on the first regular payroll pay day following the effective date of the Release and (2) the Pro-Rated Bonus will be paid in a lump sum on the date that the Company would otherwise pay the annual bonus for that year to other executives whose employment has not terminated (but in no event later than March 15 of the year following the year in which the annual bonus would have otherwise been earned).

b. If the Executive is a “specified employee” under Section 409A of the Code as of the Date of Termination, the Company shall pay the Cash Severance as follows:

(i) The Company will pay a lump sum amount within thirty (30) days after the effectiveness of the Release equal to the sum of (1) twelve (12) months of the Executive’s monthly Annual Base Salary at the rate in effect on the Executive’s Date of Termination; (2) the Pro-Rated Bonus and (3) a lump sum payment equal to one (1) year of non-health insurance premiums, calculated as the product of (i) the aggregate monthly cost of the premiums the Executive would have paid upon conversion to individual policies of the life and

disability insurance coverage for his eligible dependents under the Company’s policies, as in effect immediately prior to the Date of Termination and (ii) twelve (12) months.

6. Special Reimbursement — Excise tax related to Section 4999 of the Code.

expenses incurred in connection with such shareholder vote and administrative and judicial proceedings.

7. Miscellaneous.

To the Company:

Chairman of the Board of Directors
Volcano Corporation
2870 Kilgore Road
Rancho Cordova, CA 95670

To the Executive:

Mr. John Dahldorf
At the address most recently on file with the Company

With a copy to:

Cooley Godward Kronish LLP
Five Palo Alto Square – 4^th Floor
3000 El Camino Real
Palo Alto, CA 94306-2155

Attn: Gordon Ho, Esq.

10.

(j) Captions. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect.

(l) Survivorship. The rights and obligations of the Company and the Executive under this Agreement shall survive the expiration of the Term.

(o) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument.

In Witness Whereof, the parties hereto have executed this Agreement as of the date first written above.


	VOLCANO CORPORATION
	By:	/s/ Olav B. Bergheim
	Name: Olav B. Bergheim
	Title: Chairman of the Board


	EXECUTIVE
	/s/ John Dahldorf
	John Dahldorf

11.

EXHIBIT A

MUTUAL RELEASE OF CLAIMS

(To be signed on or within 21 days after the employment termination date.)

Pursuant to the terms of the Amended and Restated Employment Agreement (the “Agreement”) by and amongst Volcano Corporation (the “Company”), and John Dahldorf (the “Executive”) effective as of February 28, 2008, the Company and the Executive hereby enter into the following Mutual Release of Claims (the “Release”):

1. Executive’s Release of Claims:

12.

2. Company’s Release of Claims:

The Company hereby generally and completely releases Executive of and from any and all claims, liabilities, and obligations, both known and unknown, arising out of or in any way related to events, acts, conduct or omissions occurring at any time prior to or at the time the Company signs this Release (the “Company Released Claims”); provided, however, that this Release shall not extend to: (1) any claims that may arise out of any events, acts, conduct or omissions occurring after this Release is executed, including without limitation, any claims for breach of the Agreement; (2) any claims arising at any time out of Executive’s obligations to protect the Company’s proprietary information, including without limitation, any claims arising from Executive’s obligations under his Information and Inventions Agreement and his Patent, Copyright and Nondisclosure Agreement, claims arising under the California Uniform Trade Secrets Act, or common law claims arising from these obligations; or (3) any claims arising from any actions by Executive which were intentional or amount to gross negligence during his employment with the Company which were outside of his authority as Chief Financial Officer or outside of the course and scope of his employment (the “Company Excluded Claims”).

13.

3. Section 1542 Waiver:

4. Additional Agreements:


		Executive:

		By:

				John Dahldorf

		Date:


		Company:

		By:


		Title:


		Date:

14.

EX-10.3 4 f38713exv10w3.htm EXHIBIT 10.3 exv10w3

Exhibit 10.3

Volcano Corporation
Restricted Stock Unit Grant Notice
(2005 Equity Compensation Plan)

Volcano Corporation (the “Company”), pursuant to Section 6(h) of the Company’s 2005 Equity Compensation Plan (the “Plan”), hereby awards to Grantee a Restricted Stock Unit Grant covering the number of Restricted Stock Units (the “RSUs”) set forth below (the “Award”). This Award is subject to all of the terms and conditions of this Restricted Stock Unit Grant Notice as well as the Restricted Stock Unit Agreement (the “Agreement”) and the Plan, both of which are attached hereto and incorporated by reference herein in their entirety. Unless otherwise defined herein, capitalized terms shall have the meanings set forth in the Plan or the Agreement, as applicable.

Vesting Schedule: This Award shall vest annually, so that the RSUs are fully vested as of the fourth anniversary of the Vesting Commencement Date; provided, however, that the Grantee is employed by, or providing service to, the Employer as of each such vesting date.

Delivery Schedule: Each RSU represents the right to receive one (1) share of Company Stock on the applicable vesting date. However, the Company may delay delivery of such shares beyond the applicable vesting date as provided in Section 3 of the Agreement.

Additional Terms/Acknowledgements: Grantee acknowledges receipt of, and understands and agrees to, this Grant Notice, the Agreement and the Plan. Grantee further acknowledges that as of the Date of Grant, this Grant Notice, the Agreement and the Plan set forth the entire understanding between Grantee and the Company regarding the Grant of the RSUs and the underlying Company Stock and supersede all prior oral and written agreements on that subject with the exception of (i) Grants previously awarded and delivered to Grantee under the Plan, and (ii) the following agreements only:


	Other Agreements:





Volcano Corporation		Grantee

By:

	Signature		Signature

Title:		Date:


Date:

Attachments: Restricted Stock Unit Agreement and 2005 Equity Compensation Plan

Volcano Corporation
2005 Equity Compensation Plan
Restricted Stock Unit Agreement

Pursuant to the Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock Unit Agreement (“Agreement”), Volcano Corporation (the “Company”) has awarded you a Restricted Stock Unit Grant pursuant to the Company’s 2005 Equity Compensation Plan (the “Plan”) for the number of restricted stock units (“RSUs”) as indicated in the Grant Notice (such grant, the “Award”). Unless otherwise defined herein or the Grant Notice, capitalized terms shall have the meanings set forth in the Plan. The details of your Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.

1. Grant of the Award.

(a) This Award represents the right to be issued on each applicable vesting date one (1) share of Company Stock for each RSU that vests on that vesting date. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit (the “Account”) the number of RSUs subject to the Award. No shares of Company Stock subject to the Award will be earned by or issued to you prior to the applicable vesting date. Your Award will be subject to adjustment for changes in the capitalization of the Company as provided in Section 3(b) of the Plan. In no event will fractional shares be issued.

(b) This Award was granted in consideration of your services to the Company. Except as otherwise provided herein, you will not be required to make any payment to the Company (other than past and future services to the Company) with respect to your receipt of the Award, the vesting of the RSUs or the delivery of the underlying Company Stock.

2. Vesting. The RSUs shall vest, if at all, as provided in the Vesting Schedule set forth in your Grant Notice, provided, however, that vesting shall cease at such time as you are no longer employed by, or providing service to, the Employer. Upon such termination of employment and service, the RSUs (and underlying shares of Company Stock) credited to the Account that were not vested on the date of such termination will be forfeited at no cost to the Company and you will have no further right, title or interest in or to the RSUs or underlying shares of Company Stock.

3. Delivery of Shares of Company Stock.

(a) On the applicable vesting date of any portion of the Award, the Company will issue to you a certificate (which may be in electronic form) for the applicable number of shares of Company Stock under the Award that so vested, subject, however, to the satisfaction of any applicable withholding taxes (as provided in Section 4 below). Notwithstanding the foregoing, in the event that the Company determines that any shares are scheduled to be issued on a day (the “Original Issuance Date”) on which the issuance of the shares to you would be a violation of applicable law or the Company’s policy on insider trading, as determined by the Company, then such shares of Company Stock will not be issued on such Original Issuance Date and will instead be issued on the first date thereafter on which the issuance of the shares would not be a violation of applicable law or the Company’s policy on insider trading; provided,

however, that, except as otherwise permitted in compliance with Section 409A of the Code, in no event will the date of issuance be later than (a) the 15^th day of the third month following the end of the Company’s first taxable year in which the applicable vesting date occurs or (b) the 15^th day of the third month following the end of your first taxable year in which the applicable vesting date occurs.

(b) Notwithstanding the foregoing, the Company will not be obligated to issue or deliver any shares of Company Stock or other property pursuant to this Agreement (i) until all conditions to the Award have been satisfied or removed, (ii) until, in the opinion of counsel to the Company, all applicable Federal, state and foreign laws and regulations have been complied with, (iii) if the outstanding Company Stock is at the time listed on any stock exchange or included for quotation on an inter-dealer system, until the shares (or other property, as applicable) to be delivered have been listed or included or authorized to be listed or included on such exchange or system upon official notice of notice of issuance, (iv) if it might cause the Company to issue or sell more shares of Company Stock than the Company is then legally entitled to issue or sell, and (v) until all other legal matters in connection with the issuance and delivery of such shares or other property have been approved by counsel to the Company.

4. Withholding. You hereby agree to make adequate provision for any sums required to satisfy the applicable federal, state, local and foreign employment, social insurance, payroll, income and other tax withholding obligations of the Company or any Affiliate (the “Tax Obligations”) that arise in connection with this Award. The satisfaction of the Tax Obligations will occur at the time you receive a distribution of Common Stock or other property pursuant to this Award, or at any time prior to or after such time or thereafter as reasonably requested by the Company and/or any affiliate in accordance with applicable law. You hereby authorize the Company, at its sole discretion and subject to any limitations under applicable law, to satisfy any such Tax Obligations by (a) withholding from wages and other cash compensation payable to you, (b) causing you to tender a cash payment to the Company, (c) permitting you to enter into a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered under the Award to satisfy the applicable Tax Obligations and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Tax Obligations directly to the Company and/or its Affiliates, and (d) withholding shares that are otherwise to be issued and delivered to you under this Award in satisfaction of the Tax Obligations (provided, however, that the amount of the shares so withheld will not exceed the amount necessary to satisfy the required Tax Obligations using the minimum statutory withholding rates that are applicable to this kind of income). In the event the Tax Obligations arise prior to the delivery of the shares or it is determined after the delivery of shares or other property that the amount of the Tax Obligations was greater than the amount withheld by the Company and/or any affiliate, you agree to indemnify and hold the Company and its affiliates harmless from any failure by the Company and/or any affiliate to withhold the proper amount. The Company may refuse to deliver the shares of Company Stock or other property subject to this Award if you fail to comply with your obligations in connection with the Tax Obligations.

5. Securities Law Compliance; Restrictive Legends. You may not be issued any Company Stock under your Award unless either (i) the shares of Company Stock are then registered under the Securities Act, or (ii) the Company has determined that such issuance

would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you shall not receive such Company Stock if the Company determines that such receipt would not be in material compliance with such laws and regulations. The Company Stock issued under your Award shall be endorsed with appropriate legends, if any, determined by the Company.

6. Compliance with Section 409A of the Code. This Award is intended to comply with the “short-term deferral” rule set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule, and if you are a “Specified Employee” (within the meaning set forth Section 409A(a)(2)(B)(i) of the Code) as of the date of your separation from service (within the meaning of Treasury Regulation Section 1.409A-1(h)), then the issuance of any shares that would otherwise be made upon the date of the separation from service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in the issuance of the shares would avoid the imposition of taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Treasury Regulation Section 1.409A-2(b)(2).

7. Transfer Restrictions. Prior to the time that shares of Company Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of the shares in respect of your Award. For example, you may not use shares that may be issued in respect of your RSUs as security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such shares. This restriction on transfer will lapse upon delivery to you of shares in respect of your vested RSUs. Your Award is not transferable, except by will or by the laws of descent and distribution. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of Company Stock to which you were entitled at the time of your death pursuant to this Agreement.

8. Award not a Service Contract. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue in the service of the Company or any affiliate, or on the part of the Company or any affiliate to continue such service. In addition, nothing in your Award shall obligate the Company or any affiliate, their respective stockholders, boards of directors or employees to continue any relationship that you might have as an Employee or Key Advisor of the Company or any affiliate.

9. Unsecured Obligation. Your Award is unfunded, and even as to any RSUs that vest, you shall be considered an unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue Company Stock pursuant to this Agreement. You shall not have voting or any other rights as a stockholder of the Company with respect to the Company Stock acquired pursuant to this Agreement until you become the record holder of those shares following their actual issuance. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company with respect to the Company Stock so issued. Nothing

contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

10. Notices; Electronic Delivery. Any notices required to be given or delivered to the Company under the terms of this Award shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to you shall be in writing and addressed to your address as on file with the Company at the time notice is given. All notices shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified. Notwithstanding the foregoing, the Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic means or to request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

11. Headings. The headings of the Sections in this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement or to affect the meaning of this Agreement.

12. Amendment. This Agreement may be amended only by a writing executed by a duly authorized officer of the Company and you which specifically states that the Company is amending this Agreement. Notwithstanding the foregoing, this Agreement may be amended solely by the Company by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and provided that no such amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Company reserves the right to change the provisions of this Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision.

13. Miscellaneous.

(a) The rights and obligations of the Company under your Award shall be transferable by the Company to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns.

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company to carry out the purposes or intent of your Award.

(c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award.

(d) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

(e) The provisions of this Agreement will inure to the benefit of, and be binding upon, the Company and its successors and assigns (whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company) and you and your assigns, legal representatives, heirs and legatees of your estate and any beneficiaries designated by you.

14. Governing Plan Document. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of your Award and those of the Plan, the provisions of the Plan shall control; provided, however, that Section 3 of this Agreement shall govern the timing of any distribution of Company Stock under your Award. The Company shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Board shall be final and binding upon you, the Company, and all other interested persons. No member of the Board shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement.

15. Effect on Other Employee Benefit Plans. The value of the Award subject to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating benefits under any employee benefit plan (other than the Plan) sponsored by the Company or any affiliate except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any or all of the employee benefit plans of the Company or any affiliate.

16. Choice of Law. The interpretation, performance and enforcement of this Agreement shall be governed by the law of the state of California without regard to such state’s conflicts of laws rules.

17. Severability. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

18. Other Documents. You hereby acknowledge receipt or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act. In addition, you acknowledge receipt of the Company’s insider trading policy in effect from time to time.

* * * * *

This Restricted Stock Unit Award Agreement shall be deemed to be signed by the Company and you upon the signing by you of the Restricted Stock Unit Grant Notice to which it is attached.

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