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EXHIBIT 10.10
CHARTER FOR THE
COMPENSATION COMMITTEE
OF THE BOARD OF DIRECTORS
OF VNUS MEDICAL TECHNOLOGIES, INC.
PURPOSE:
The purpose of the Compensation Committee established pursuant to this
charter is to review all forms of compensation to be provided to the executive
officers and the directors of VNUS Medical Technologies, Inc., a Delaware
corporation (the "Company"), including stock compensation and loans, and all
bonus and stock compensation to be provided to all employees of the Company.
The Compensation Committee has the authority to undertake the specific
duties and responsibilities listed below and will have the authority to
undertake such other specific duties as the Board of Directors from time to time
prescribes.
STATEMENT OF PHILOSOPHY:
The policy of the Compensation Committee is to create a competitive
compensation structure that will help attract and retain key management talent,
assure the integrity of the Company's compensation and benefit practices, tie
compensation to performance and safeguard the interests of all stockholders.
MEMBERSHIP:
The Compensation Committee shall consist of such number of non-employee
directors of the Company as is determined from time to time by the Board of
Directors. The members of the Compensation Committee are appointed by and serve
at the discretion of the Board of Directors.
RESPONSIBILITIES:
The responsibilities of the Compensation Committee include:
1. Reviewing and establishing the compensation policy for executive
officers and directors of the Company, and such other officers of the
Company as directed by the Board of Directors;
2. Reviewing and establishing all forms of compensation (including all
"plan" compensation, as such term is defined in Item 402(a)(7) of
Regulation S-K promulgated by the Securities and Exchange Commission,
and all non-plan compensation) to be provided to the executive
officers of the Company;
3. Reviewing and establishing the general compensation goals and
guidelines for the Company's employees and the criteria by which
bonuses to the Company's employees are determined;
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4. Acting as Administrator (as defined therein) of the Company's 1995
Stock Option Plan, 2000 Equity Incentive Plan, the Company's Employee
Stock Purchase Plan and such other stock option or equity
participation plans as may be adopted by the Board of Directors from
time to time, and administering, within the authority delegated by the
Board of Directors. In its administration of the plans, the
Compensation Committee may, pursuant to authority delegated by the
Board of Directors (i) grant stock options or stock purchase rights to
individuals eligible for such grants (including grants to individuals
subject to Section 16 of the Securities Exchange Act of 1934 (the
"Exchange Act") in compliance with Rule 16b-3 promulgated thereunder,
so long as the Compensation Committee is comprised entirely of
"disinterested persons", as such term is defined in Rule
l6b-3(c)(2)(i) promulgated under the Exchange Act), and (ii) amend
such stock options or stock purchase rights. The Compensation
Committee shall also account for the number of options granted and
available under the respective plans and make recommendations to the
Board of Directors with respect to amendments to the plans and changes
in the number of shares reserved for issuance thereunder;
5. Reviewing and making recommendations to the Board of Directors
regarding other plans that are proposed for adoption or adopted by the
Company for the provision of compensation to employees of, directors
of and consultants to the Company;
6. Preparing a report (to be included in the Company's proxy statement)
which describes: (a) the criteria on which compensation paid to the
Chief Executive Officer for the last completed fiscal year is based;
(b) the relationship of such compensation to the Company's
performance; and (c) the Compensation Committee's executive
compensation policies applicable to executive officers; and
7. Authorizing the repurchase of shares from terminated employees
pursuant to applicable law.
MEETINGS:
It is anticipated that the Compensation Committee will meet at least two
times each year. However, the Compensation Committee may establish its own
schedule, which it will provide to the Board of Directors in advance.
MINUTES:
The Compensation Committee will maintain written minutes of its meetings,
which minutes will be filed with the minutes of the meetings of the Board of
Directors.
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