DIRECTOR COMPENSATION POLICY
ADOPTED: June 6, 2007
LAST REVISED: May 5, 2010
A. Directors . All non-employee members of the board of directors (the “Board”) of Volcano Corporation (the “Company”) shall
receive the following compensation pursuant to this Director Compensation Policy (this “Policy”):
1) Annual cash compensation in an amount equal to $37,000, accruing monthly and payable on a quarterly basis at the
end of each calendar quarter of service, as an annual retainer for Board service.
In addition to the cash compensation set forth in Section A(1) immediately above, the Chairman of the Board shall
receive an annual payment in an amount equal to $30,000, payable on a quarterly basis at the end of each calendar
quarter of service, as a retainer for his or her service as the Chairman of the Board; provided , however , that the
Board may, in its sole discretion, adjust the amount based on the services to be performed, or contributions to be
provided, by the Chairman of the Board to the Company; and provided further that such annual payment for service
as the Chairman of the Board shall be reduced by any amounts received during such year pursuant to Sections B(2),
C(2) and D(2) below, for service as Chairman of the Audit Committee, Compensation Committee and Corporate
Governance Committee, respectively.
3) Reasonable out-of-pocket travel expenses, to cover in-person attendance at and participation in Board meetings.
For each non-employee director who did not previously serve as an employee-director, subject to the terms and
conditions of the Company’s 2005 Equity Compensation Plan (or any successor plan thereto), on the date that such
non-employee director is first elected or appointed to the Board, the director will receive, without further action by the
A stock option to purchase shares of the Company’s Common Stock (the “Common Stock”) (an “Initial Option
Grant”) covering the number of