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Explanation of Responses:
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(
1)
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These shares were tendered to Covidien Delaware Corp. (the "Purchaser") pursuant to Purchaser's offer to purchase all of the outstanding shares of VNUS Medical Technologies, Inc. (the "Issuer") at a cash purchase price of $29.00 per share, without interest thereon, and less any applicable withholding taxes, subject to the terms described in the Offer to Purchase for Cash filed with the Securities and Exchange Commission on May 18, 2009 (the "Tender Offer") and the Agreement and Plan of Merger, dated as of May 7, 2009, by and among Covidien Group S.a.r.l., the Purchaser and the Issuer (the "Merger"). Such shares were purchased by the Purchaser pursuant to the Tender Offer on June 17, 2009.
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(
2)
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Represents restricted stock units that were awarded to the Reporting Person on February 13, 2009, with the vesting of such restricted stock units subject to the achievement during 2009 of certain performance objectives, as determined by the Compensation Committee of the Board of Directors of the Issuer. Accordingly, the grant of these restricted stock units was not reported on Form 4. At the effective time of the Merger, these restricted stock units vested in full and were canceled in exchange for the right to receive a cash payment of $29.00 for each share into which the vested restricted stock units would otherwise be convertible (without interest and less any applicable withholding taxes).
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(
3)
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Represents restricted stock units that vested in full and were canceled at the effective time of the Merger in exchange for the right to receive a cash payment of $29.00 for each share into which the vested restricted stock units would otherwise be convertible (without interest and less any applicable withholding taxes).
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(
4)
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Prior to the effective time of the Merger, the Reporting Person was entitled to receive one (1) share of common stock for each one (1) restricted stock unit.
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(
5)
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These restricted stock units vested in full and were canceled at the effective time of the Merger in exchange for the right to receive a cash payment of $29.00 for each share into which the vested restricted stock units would otherwise be convertible (without interest and less any applicable withholding taxes).
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(
6)
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Prior to the effective time of the Merger, 25% of the restricted stock units were scheduled to vest every six (6) months measured from August 1, 2008.
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(
7)
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Prior to the effective time of the Merger, the restricted stock units were scheduled to vest in four (4) successive and equal annual installments measured from January 1, 2008.
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8)
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Prior to the effective time of the Merger, the restricted stock units were scheduled to vest in four (4) successive and equal annual installments measured from March 3, 2008.
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(
9)
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Prior to the effective time of the Merger, the restricted stock units were scheduled to vest in four (4) successive and equal annual installments measured from February 13, 2007.
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(
10)
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Prior to the effective time of the Merger, the restricted stock units were scheduled to vest in four (4) successive and equal annual installments measured from January 1, 2007.
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(
11)
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These options, which were scheduled to vest in 48 successive and equal monthly installments measured from February 13, 2007, were canceled at the effective time of the Merger in exchange for a cash payment of $229,956.57, representing the number of shares of Issuer's common stock underlying such options multiplied by $29.00, less the aggregate exercise price of the options.
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(
12)
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These options, which were scheduled to vest in 48 successive and equal monthly installments measured from January 25, 2006, were canceled at the effective time of the Merger in exchange for a cash payment of $338,745.00, representing the number of shares of Issuer's common stock underlying such options multiplied by $29.00, less the aggregate exercise price of the options.
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(
13)
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These options, which were fully vested at the effective time of the Merger, were canceled at the effective time of the Merger in exchange for a cash payment of $1,814,000.00, representing the number of shares of Issuer's common stock underlying such options multiplied by $29.00, less the aggregate exercise price of the options.
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14)
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These options, which were fully vested at the effective time of the Merger, were canceled at the effective time of the Merger in exchange for a cash payment of $1,733,316.00, representing the number of shares of Issuer's common stock underlying such options multiplied by $29.00, less the aggregate exercise price of the options.
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15)
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These options, which were fully vested at the effective time of the Merger, were canceled at the effective time of the Merger in exchange for a cash payment of $1,833,315.00, representing the number of shares of Issuer's common stock underlying such options multiplied by $29.00, less the aggregate exercise price of the options.
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(
16)
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These options, which were fully vested at the effective time of the Merger, were canceled at the effective time of the Merger in exchange for a cash payment of $916,657.50, representing the number of shares of Issuer's common stock underlying such options multiplied by $29.00, less the aggregate exercise price of the options.
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(
17)
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These options, which were fully vested at the effective time of the Merger, were canceled at the effective time of the Merger in exchange for a cash payment of $733,315.00, representing the number of shares of Issuer's common stock underlying such options multiplied by $29.00, less the aggregate exercise price of the options.
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(
18)
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These options, which were fully vested at the effective time of the Merger, were canceled at the effective time of the Merger in exchange for a cash payment of $244,557.50, representing the number of shares of Issuer's common stock underlying such options multiplied by $29.00, less the aggregate exercise price of the options.
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(
19)
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These options, which were fully vested at the effective time of the Merger, were canceled at the effective time of the Merger in exchange for a cash payment of $291,419.38, representing the number of shares of Issuer's common stock underlying such options multiplied by $29.00, less the aggregate exercise price of the options.
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