8-K

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): April 17, 2008

VOLCANO CORPORATION

(Exact name of registrant as specified in its charter)

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

2008 Sales Commission Plan

     On April 17, 2008, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Volcano Corporation (the “Company”) approved the Sales Commission Plan for Jorge J. Quinoy, the Company’s Vice President of Global Sales (the “Plan”), effective for the period commencing January 1, 2008 through December 31, 2008. The Plan targets total 2008 cash compensation (salary and bonus) of $332,500. The Plan contains a two-tiered commission rate structure. An “at plan” commission rate is applied to the achievement of reported Company revenue up to the quotas established for Mr. Quinoy. An “over plan” commission rate is applied to the achievement of reported Company revenue that exceeds the “at plan” quotas established for Mr. Quinoy. The amount of Mr. Quinoy’s sales commission will be based on total revenues generated from the sale and utilization of IVUS and FM disposable products in the U.S., Japan and Asia Pacific, Latin America and Canada (APLAC) sales regions. Under the Plan, at the end of each quarter, 50% of the earned “at plan” sales commissions for such quarter will be paid to Mr. Quinoy, and the remaining sales commissions, including any amounts earned at the “over plan” commission rate, will be paid upon approval of the Board in the first quarter of 2009. Mr. Quinoy must be employed with the Company for the entire quarter for that quarter’s earned commissions, and for the entire year to quality for the annual commission.

     A copy of the Plan 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 Plan.

Item 9.01 Financial Statements and Exhibits.

     (d) Exhibits.

Exhibit
Number	Description
10.1	2008 Sales Commission Plan for Vice President of Global Sales.

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: April 21, 2008	By:	/s/ John T. Dahldorf
		John T. Dahldorf
		Chief Financial Officer

Exhibit Index

Exhibit
Number	Description
10.1	2008 Sales Commission Plan for Vice President of Global Sales.

EX-10.1

Exhibit 10.1

Sales Commission Plan
V.P., Global Sales

The following is the outline of your 2008 commission Plan. The plan is effective January 1, 2008. For the purposes of this plan, the plan year is January 1, 2008 through December 31, 2008.

Objectives:

The following outlines the objectives for the V.P., Global Sales Commission Plan:

• Target a total cash compensation (base salary + commissions) of $325K annually

• Incentive to drive cash system sales and utilization of IVUS and FM disposable products in the U.S., JAPAN and APLAC and sales regions

• Increase incentive to drive revenue beyond quota and achieve territory business objectives with an “over plan” commission rate

Base Commission:

The plan contains a two-tiered commission rate structure, “at plan” and “over plan” allowing for higher commission payout for performance above the established quotas. Your commission will be calculated using the following commission guidelines:

• Capital Placements & Disposable Utilization “at plan” commission rate: Applies to the Grand Total GAAP revenue up to plan (quota) as reported by Finance for each quarter for the U.S., JAPAN and APLAC sales regions.

Over Plan Commission:

• Capital Placements & Disposable Utilization “over plan” commission rate: This rate is applied to the Grand Total GAAP revenue reported by Finance that exceeds the annual revenue quota. (See Over Plan Commission section below for revenue.)

As an incentive to drive additional sales, there is an additional “over plan” commission rate applied to all revenue generated above your revenue quota. The over plan rate will be calculated at the end of the plan year to all GAAP revenue reported by Finance that exceed the annual revenue quota. The annual revenue quota will be the sum of H1’08 and H2’08 revenue plans. The payment of any over plan commission is contingent upon the achievement of the business objectives for your territories and subject to final approval by the Volcano Board of Directors. This additional commission rate is also shown on your quota sheet.

If a new product line is added during the period of this time that constitutes a significant revenue contributor and was not part of the final, board approved revenue plans for H1’08 or H2’08, you will receive additional communication on the specific quota and associated commission rate(s). The revenue produced for this new product line will not be factored into the above-referenced base commission calculations or the “Over Plan” commission calculations.

See the enclosed Sales Targets H1’08 document to see your quotas and corresponding commission rates.

Payment of Commissions:

Commissions calculated quarterly under this plan are earned and paid on the following basis:

Quarterly: 50% of calculated quarterly commissions, up to 100% of plan, will be paid within 30 days of end of quarter.

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Annually: Remaining quarterly commissions for the plan year are calculated by applying the at plan commission rate to the final eligible sales revenue, then subtract out all quarterly commissions paid during the plan year. In addition, 100% of any “over plan” calculated commissions are paid annually after approval by the Volcano Board of Directors.

Earned commissions are defined as the amount determined by applying your commission rate to the Grand Total GAAP Revenue for U.S, JAPAN and APLAC sales regions as reported by Finance for the applicable period.

If you cease employment for any reason, advances will immediately cease and any remaining commissions will be paid after accounting for all allowances, rebates, credits and returns received by the company at any time prior to final payment that have not been previously deducted, and will be paid within 30 days of the end of the month in which the cessation of employment has occurred. You must be employed for the entire quarter to qualify for that quarter’s earned commission, and you must be employed for the entire year to qualify for that year’s commission.

Plan Guidelines:

General

Business conditions and new product launches may necessitate modifications of this Plan. Such modifications will be made at the sole discretion of the President and Chief Executive Officer.

Commissions are based on shipped and invoiced product net of any adjustments. Credits, discounts, rebates or other pricing deviations from list price may reduce commissionable revenue.

Forfeiture / Exceptions

Forfeiture of payment under this Plan will result if the sales staff member fails to report a conflict of interest or engages in dishonesty, falsification of financial information, or any serious misconduct in connection with employment of Volcano Corporation.

Administration

The administration of this Plan is the responsibility of the V.P., Global Sales Compensation Team comprised of the following:

President and Chief Executive Officer
Chief Financial Officer
V.P., Finance & Corporate Controller
V.P., Human Resources
Sales Analysis Manager

All questions and issues arising from or relating to this Plan, including the allocation or authorization of allowances, rebates, credits and returns, will be resolved by the Volcano Corporation V.P., Global Sales Compensation Team, at its sole discretion. This decision will be final.

This Plan, or any part of this Plan, does not constitute a contract of employment with or a guarantee of payment of commission with the sales staff member. The Volcano Corporation V.P., Global Sales Compensation Team may, at its sole discretion, at any time, terminate or modify, in whole or in part, provisions of this Plan, with or without notice, or the consent of the sales staff member.

If you have further questions regarding this Plan, please contact a representative of the V.P., Global Sales Compensation Team.

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