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EXHIBIT 10.3.3
SECOND AMENDMENT TO THE
VNUS MEDICAL TECHNOLOGIES, INC.
1995 STOCK PLAN
This Second Amendment to the VNUS Medical Technologies, Inc.
1995 Stock Plan (the "First Amendment") is adopted as of March 18, 1999 by the
Board of Directors (the "Board") of VNUS Medical Technologies, Inc., a Delaware
corporation (the "Company").
RECITALS
WHEREAS, the Company wishes to increase the maximum aggregate
number of shares of common stock which may be issued upon exercise of options
under the VNUS Medical Technologies, Inc. 1995 Stock Plan, as amended by that
certain First Amendment to the VNUS Medical Technologies, Inc. 1995 Stock Plan
(as amended, the "Plan"); and
WHEREAS, pursuant to Section 14 of the Plan, the Board may amend
the Plan from time to time;
NOW THEREFORE, BE IT RESOLVED, that the Plan be amended as follows,
effective as of March 18, 1999:
1. Stock Subject to the Plan. The first paragraph of Section 3 of
the Plan is hereby amended in its entirety to read as follows:
"3. Stock Subject to the Plan. Subject to the provisions of Section
12 of the Plan, the maximum aggregate number of Shares that may be
optioned and sold under the Plan is 3,600,000 shares of Common Stock.
The Shares may be authorized, but unissued, or reacquired Common Stock."
2. This Second Amendment shall be and hereby is incorporated in and
forms a part of the Plan.
3. Except as hereby amended, the Plan remains in full force and
effect.
4. Capitalized terms used herein and not otherwise defined shall
have the meaning ascribed to them in the Plan.
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