V OLCANO C ORPORATION
R ESTRICTED S TOCK U NIT G RANT N OTICE
(A MENDED AND R ESTATED 2005 E QUITY C OMPENSATION P LAN )
Volcano Corporation (the “ Company ”), pursuant to Section 6(b) of the Company’s Amended and Restated 2005 Equity
Compensation Plan (the “ Plan ”), hereby grants to Participant a Restricted Stock Unit Award 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 Award 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 as to 100% of the RSUs on the earlier of the date of the first annual meeting of the
stockholders to be held in 2011 and the first anniversary of the Date of Grant, subject to Participant’s Continuous Service
through such vesting date.
Issuance Schedule: Except as provided in Section 3 of the Agreement, the Company shall issue and deliver one (1) share of
Common Stock for each RSU that has vested under this Award on the earliest to occur of:
Change in Ownership: A “Change in Ownership” shall mean the Company consummates a transaction or series of transactions
that results in a Change in Control that is also a “change in ownership or effective control of” the Company or a change “in the
ownership of a substantial portion of the assets of” the Company (as defined in Treasury Regulation Sections 1.409A-3(i)(5)(v),
(vi) and (vii), without regard to any alternative definitions therein).
Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Grant Notice,
the Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Grant No