UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.      )

Filed by the Registrantx                            Filed by a Party other than the Registrant¨

Check the appropriate box:

LeMaitre Vascular, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

LeMaitre Vascular, Inc.

63 Second Avenue

Burlington, Massachusetts 01803

April 29, 200830, 2009

Dear Fellow Stockholder:

You are cordially invited to attend the 20082009 Annual Meeting of Stockholders of LeMaitre Vascular, Inc., which will be held at 10:00 a.m. on Thursday, June 19, 2008,18, 2009, at the offices of Goodwin Procter LLP, 28th Floor, 53 State Street, Exchange Place, Boston,our corporate headquarters at 63 Second Avenue, Burlington, Massachusetts.

This booklet includes a notice of meeting and proxy statement. The proxy statement describes the business to be conducted at the meeting and provides other information that you should know when you vote your shares. Following the required business meeting, we will report on the Company’s operations.

It is important that your shares be represented whether or not you attend the meeting. You can vote your shares by marking your votes on the proxy card, signing and dating it, and mailing it promptly using the envelope provided.

We have provided space on the proxy card for comments. We urge you to use it to let us know your feelings about the Company or to bring a particular matter to our attention. If you hold your shares through an intermediary, please feel free to write directly to us.

George W. LeMaitre

Chairman and Chief Executive Officer

LeMaitre Vascular, Inc.

63 Second Avenue

Burlington, Massachusetts 01803

NOTICE OF ANNUAL MEETING

OF STOCKHOLDERS

By Order of the Board of Directors,

Aaron M. Grossman

Vice President, General Counsel, and Secretary

April 29,30, 2009

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on June 18, 2009

This proxy statement, the notice of the annual meeting, a sample proxy card, and our 2008 annual report to stockholders are available athttp://www.lemaitre.com/proxy.

Stockholders requiring directions to attend the Annual Meeting in person may visithttp://www.lemaitre.com/proxy.

LEMAITRE VASCULAR, INC.

PROXY STATEMENT

ANNUAL MEETING AND VOTING INFORMATION

Why did I receive these proxy materials?

You are receiving these proxy materials in connection with the solicitation of proxies on behalf of the Board of Directors (“Board” or “Board of Directors”) of LeMaitre Vascular, Inc. (“LeMaitre,” “we,” “us,” “our,” or the “Company”) for use at the Annual Meeting of Stockholders on June 19, 200818, 2009 (the “Meeting”). We are sending this proxy statement to all stockholders of record as of the close of business on April 21, 200820, 2009 (the “Record Date”), for delivery beginning April 29,30, 2008. You may obtain additional copies of this proxy statement and proxy card, as well as our 2008 annual report, at the following Internet website: http://www.lemaitre.com/proxy.

Who is entitled to vote at the annual meeting?

Holders of record of our $0.01 par value common stock (“Common Stock”) at the close of business on the Record Date will be entitled to vote at the Meeting. As of that date, there were 15,526,18515,665,786 shares of Common Stock outstanding and entitled to vote. We are soliciting proxies on behalf of the Board of Directors to give all stockholders who are entitled to vote on the matters that come before the meeting the opportunity to do so whether or not they attend the Meeting in person.

What will stockholders vote on at the meeting?

Stockholders will vote on twothree items at the Meeting:

Will there be any other items of business on the agenda?

Aside from the election of directors, approval of our Amended and Restated 2006 Stock Option and Incentive Plan, and ratification of the appointment of the independent registered public accounting firm, the Board of Directors knows of no other matters to be presented at the Meeting. If any other matter should be presented at the Meeting upon which a vote properly may be taken, shares represented by all proxies received by the Board of Directors will be voted with respect thereto in accordance with the judgment of the persons named as attorneys-in-fact in the proxies.

What are the recommendations of the Board of Directors on how I should vote my shares?

The Board of Directors recommends that you vote your shares as follows:

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What are my voting rights?

Holders of Common Stock are entitled to one vote per share.

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How do I vote by proxy?

You may vote by completing, signing, and dating the accompanying proxy card and returning it in the postage-prepaid envelope enclosed for that purpose, whether or not you plan to attend the Meeting. The persons named as attorneys-in-fact in the proxies, George W. LeMaitre and Joseph P. Pellegrino, Jr., were selected by the Board of Directors and are officers of the Company. All properly executed proxies returned in time to be counted at the Meeting will be voted by such persons at the Meeting. Where a choice has been specified on the proxy with respect to either of the foregoing matters, the shares represented by the proxy will be voted in accordance with that specification. If no such specifications are indicated, such proxies will be voted“FOR” the election of the nominees to the Board of Directors,“FOR” approval of our Amended and Restated 2006 Stock Option and Incentive Plan, and“FOR” ratification of the appointment of the independent registered public accounting firm.

How do I vote in person?

If you attend the Meeting, you may vote in person even if you have previously returned your proxy card. However, we encourage you to vote by proxy card even if you plan to attend the Meeting. You may obtain directions to the meeting at the following Internet website: http://www.lemaitre.com/proxy.

What can I do if I change my mind after I vote my shares?

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before it is voted. Proxies may be revoked by (1) filing with the Secretary of the Company, before the taking of the vote at the Meeting, a written notice of revocation bearing a later date than the proxy, (2) duly completing a later-dated proxy relating to the same shares and delivering it to the Secretary of the Company before the taking of the vote at the Meeting, or (3) attending the Meeting and voting in person (although attendance at the Meeting will not in and of itself constitute a revocation of a proxy). Any written notice of revocation or subsequent proxy should be sent so as to be delivered to LeMaitre Vascular, Inc., 63 Second Avenue, Burlington, Massachusetts 01803, Attention: Secretary, at or before the taking of the vote at the Meeting.

What vote is required to approve each proposal?

For Proposal 1, the election of Class IIIII directors, the nominees receiving the highest number of affirmative votes of the shares present, either in person or represented by proxy, and entitled to vote at the Meeting shall be elected as Class IIIII directors. For both Proposal 2, the approval of the Company’s Amended and Restated 2006 Stock Option and Incentive Plan, and Proposal 3, the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the current year, an affirmative vote of a majority of the shares present, either in person or represented by proxy, and voting on such matter is required for approval.

What effect do abstentions and broker non-votes have?

Abstentions are included in the number of shares present or represented and voting on each matter. Broker “non-votes” are not considered voted for the particular matter and have the effect of reducing the number of affirmative votes required to achieve a majority for such matter by reducing the total number of shares from which the majority is calculated.

Who tabulates the votes?

An automated system administered by the Company’s transfer agent, BNY Mellon Shareowner Services, tabulates the votes. The vote on each matter submitted to stockholders is tabulated separately.

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OCCUPATIONS OF DIRECTORS, EXECUTIVE OFFICERS, AND KEY EMPLOYEES

The following table identifies the director nominees to be elected at the Meeting and the directors, executive officers, and key employees of the Company and sets forth the ages of and the positions with the Company currently held by each such person immediately prior to the Meeting.

George W. LeMaitre has served as our Chief Executive Officer and as a member of our Board of Directors since 1992, serving as our Chairman since 2004. Previously, Mr. LeMaitre was an investment banking analyst at Lehman Brothers, an associate at the leveraged buyout firm McCown De Leeuw and a credit analyst for Connecticut National Bank. Mr. LeMaitre is also a member of the Stanford University Graduate School of Business Management Board. Mr. LeMaitre holds a B.A. in History from Stanford University and an M.B.A. from the Stanford University Graduate School of Business.

David B. Robertshas served as our President from 2007 and has served as a member of our Board of Directors since 2001. Mr. Roberts joined LeMaitre Vascular in 1997 as Vice President of Business Development and was promoted to Chief Financial Officer in 2000. From 1994 to 1997, Mr. Roberts held several positions at BUCA, Inc., an operator of Buca di Beppo restaurants, most recently serving as Vice President of Development and prior to that as Director of Finance. From 1992 to 1994, Mr. Roberts held several positions at Hancock Venture Partners, most recently serving as an Associate. Mr. Roberts holds a B.A. in Business Economics and Historymagna cum laude from Brown University and an M.B.A. from the Stanford University Graduate School of Business.

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Peter R. Gebauer has served as our President, International Operations since 1997. From 1980 to 1996, Mr. Gebauer worked at IMPRA, Inc., a manufacturer of ePTFE vascular grafts, most recently serving as Vice President of Marketing and International Business and, prior to that, developing international sales and marketing organizations in Europe from 1980 to 1987. Mr. Gebauer holds a B.S. in Business from the University of New Hampshire.

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Trent G. Kamke has served as our Senior Vice President, Operations since 2005. Mr. Kamke joined LeMaitre Vascular in 1997 as Quality Assurance Manager. From 1999 to 2005, Mr. Kamke served as our Vice President, Operations. Prior to joining LeMaitre Vascular in 1997, Mr. Kamke was employed by Haemonetics Corporation, which designs, manufacturers, and markets automated blood processing equipment. Mr. Kamke holds a B.A. in Physics from Colby College and a B.E. from the Thayer School of Engineering at Dartmouth College.

Joseph P. Pellegrino, Jr. has served as our Chief Financial Officer since 2007. Mr. Pellegrino joined the Company as itsour Executive Vice President, Finance, in 2005. From 2003 to 2004, he served as temporary Chief Executive Officer of Affordable Luxuries, a direct marketing company. From 1997 to 2003, Mr. Pellegrino worked at Zoots, Inc., a consumer services company, where most recently he served as Senior Vice President of Operations. Previously, Mr. Pellegrino built and sold a regional mall-based specialty retailing company. Mr. Pellegrino has also served as an investment banking analyst at Lehman Brothers, as part of their mergers and acquisitions group. Mr. Pellegrino holds an A.B. in Economics from Harvard College and an M.B.A. from the Harvard Business School.

In January 2005, Affordable Luxuries, Inc., for which Mr. Pellegrino had previously served as an executive officer as described above, filed a voluntary petition for reorganization under Chapter 7 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Massachusetts.

Aaron M. Grossman has served as our General Counsel since 2004 and has served as a Vice President since 2007. Mr. Grossman joined LeMaitre Vascular in 2003 as Director of Legal Affairs. From 1999 to 2002, Mr. Grossman practiced law as an associate in the corporate group of Goulston & Storrs. Mr. Grossman holds an A.B. in Political Science from Vassar College, an M.A.L.D. from the Fletcher School of Law and Diplomacy at Tufts University, and a J.D.magna cum laude from Harvard Law School.

Robert V. Linden has served as our Vice President North American Sales, The Americas, since April 2008.January 2009. Mr. Linden joined LeMaitre Vascular in 2002 as a Sales Representative, was promoted to Regional Sales Manager for the Northeastern Region in 2005, and was promoted to Director of Sales for the Eastern United States and Canada in January 2008, and was promoted again to Vice President, North American Sales, in April 2008 prior to assuming his current position. Prior to joining the Company, Mr. Linden served as a sales representative at several medical device companies, including Vasca, Inc., Atrium Medical Corporation, Active Medical, Inc., and DePuy Orthopedics, Inc. Mr. Linden holds a B.A. in Marketing from The Pennsylvania State University.

Kimberly L. Cieslak has served as our Vice President, Marketing since 2003. Ms. Cieslak joined LeMaitre Vascular in 1998 as Marketing Coordinator, and was promoted to Marketing Manager in 1999 and to Director of Marketing in 2001. Prior to joining LeMaitre Vascular, Ms. Cieslak worked in the insurance division of General Electric, a diversified technology, media, and financial services company. Previously, Ms. Cieslak was employed by the law firm Hudson and Co. in London, England. Ms. Cieslak holds a B.A. in Economics from the University of Michigan.

Ryan H. Connelly has served as our Director of Research and Development since 2006. Mr. Connelly joined LeMaitre Vascular in 2002 and has held the positions of R&D Engineer, Senior R&D Engineer, and Co-General Manager of our Phoenix facility during that time. From 2001 to 2002, Mr. Connelly worked as a research and development engineer at Panduit Corporation, a network and electrical solutions provider. Mr. Connelly holds a B.S. in Mechanical Engineering and an M.S. in Manufacturing Engineering from Boston University.

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Maik D. Helmers has served as our Vice President, Central European Sales since 2006. Mr. Helmers joined LeMaitre Vascular in 1999 as a Sales Representative for northern Germany and was promoted to Sales Manager of Germany in 2001, Austria in 2002, Holland in 2003, and Belgium in 2004. Mr. Helmers holds a Diploma in Sales and Marketing from DVS Germany.

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Andrew Hodgkinson has served as our Director,Vice President, Clinical and Regulatory Affairs since 2007.September 2008. Mr. Hodgkinson joined LeMaitre Vascular in 2000 as Production Supervisor and was promoted to Production Manager in 2003, Director, Manufacturing in 2006, and then Director, ManufacturingClinical Affairs in 2006.2007. Mr. Hodgkinson holds a B.A. in Economics from the Whittemore School of Business and Economics at the University of New Hampshire.

Jonathan W. Ngau has served as our Vice President, Information Technology since 2003 and previously served as our Director of Information Technology from 2000 to 2003. Since joining LeMaitre Vascular in 1996, Mr. Ngau has implemented and managed all information technology, business management software solutions, and network security for all of LeMaitre Vascular’s facilities. Mr. Ngau holds a B.A.B.S. in Marketing and Information Systems from Boston University.

Nobuhiro Okabe has served as our Country Manager, Japan since 2007. From 2004 to 2007, he served as General Manager of the Cardiovascular Surgery Division of the Hirata division of Medico, Inc. From 2001 to 2004 he served as Business Director of Cardia Surgery Business of Medtronic Japan Co. Ltd. Mr. Okabe holds a B.S. in Electrical Engineering from Tokai University.

Cornelia W. LeMaitre has served as a member of our Board of Directors since 1992 and as our Vice President, Human Resources since 1998. Mrs. LeMaitre joined LeMaitre Vascular in 1991 and served as the head of marketing from 1991 to 1998. From 1984 to 1991, Mrs. LeMaitre served as Director of Annual Giving at Harvard Medical School and Phillips Academy Andover. Mrs. LeMaitre holds a B.A. in English from College of the Sacred Heart in Newton, Massachusetts, and attended Yale University Graduate School of English.

George D. LeMaitre, M.D. founded LeMaitre Vascular and has served as a member of our Board of Directors since 1983, serving as Chairman of the Board until February 2004. From 1978 to 1982, he served as Chief of Surgery at Lawrence General Hospital in Lawrence, Massachusetts and from 1988 to 1992 as President of the medical staff of Holy Family Hospital in Methuen, Massachusetts. Dr. LeMaitre received a B.A. in Mathematics from Boston College and an M.D. from Tufts University School of Medicine and trained in surgery at New England Medical Center, Hartford Hospital, and the Carney Hospital. He is a Fellow of the American College of Surgeons, American College of Angiology, New England Vascular Society, Society for Clinical Vascular Surgery, and Eastern Vascular Society.

Lawrence J. Jasinski has served as a member of our Board of Directors since 2003. Mr. Jasinski is the President and Chief Executive Officer of Soteira, Inc., a company specializing in less invasive treatment of orthopedic compression fractures. From 2000 to 2005, he was President and Chief Executive Officer of Cortek, Inc., a company that developed next-generation treatments for degenerative disc disease. From 1985 to 2000, Mr. Jasinski worked at Boston Scientific Corporation (BSC) and served as its Vice President of Global Marketing, BSC Vascular, from 1998 to 2000. Mr. Jasinski received a B.S. in Marketing from Providence College and an M.B.A. from the University of Bridgeport.

Michael C. Jackson has served as a member of our Board of Directors since 2005. Mr. Jackson is a founding partner of Housatonic Partners, a private equity firm, which was organized in 1994. He also founded Ironwood Manufacturing Fund, a private equity fund, and Ironwood Partners, an investment banking firm, which were both organized in 2003. Prior to that he was a partner and managing director at Lehman Brothers where he remained an advisory director until 2004. Mr. Jackson is a director of: VoX Communications Corp., an operator of radio stations; The Hampshire Group, Limited, a diversified apparel company; Focus Four Holdings, an operator of Muzak franchises; South Florida Media Group, a newspaper publisher; Primary Steel, LLC, a steel distribution business; and North American Specialty Glass, a manufacturer of safety glass. He holds a B.A. in English from Dartmouth College, an M.A. in International

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Affairs from the School for Advanced International Studies at Johns Hopkins, and an M.B.A. from the New York University Graduate School of Business.

David N. Gill has served as a member of our Board of Directors since 2006. Mr. Gill served from July 2005 to November 2006 as Senior Vice President and Chief Financial Officer of NxStage Medical, Inc., which develops and markets systems for the treatment of end-stage renal disease and kidney failure. Previously, Mr. Gill was the Senior Vice President and Chief Financial Officer of CTI Molecular Imaging, Inc, a publicly traded medical device company from 2002 to 2005, before its sale. He served from February 2000 to March 2001 as Chief Financial Officer and Director, and from January 2001 to August 2001 as President, Chief Operating Officer, and Director of Interland, Inc., a publicly traded telecom-related company, before its sale. Mr. Gill served from 1996 to 2000 as Chief Financial Officer and from 1997 to 2000 as Chief Operating Officer of Novoste Corporation, a publicly traded medical device company. Mr. Gill is also a director of Calypso Medical, Inc., a manufacturer of radiation treatment medical devices, INC Research, Inc., a clinical research organization, and Biospace Med, an orthopedic imaging equipment company. Mr. Gill holds a B.S.cum laude in Accounting from Wake Forest University and an M.B.A. (with distinction) from Emory University.

Duane M. DeSisto has served as a member of our Board of Directors since 2006. Since 2001, Mr. DeSisto has served as the President and Chief Executive Officer of Insulet Corporation, a publicly traded company that develops and markets medical devices for the treatment of diabetes. Mr. DeSisto was the Chief Financial Officer of PaperExchange, a privately held wood pulp and paper internet marketplace from 1999 to 2001. Before that, he served as Chief Financial Officer of AAI-Foster Grant. In 1992, Mr. DeSisto served as Chief Financial Officer of Zoll Medical during its initial public offering. Mr. DeSisto holds a B.S. from Providence College and an M.B.A. from Bryant College.

Russell D. Hays has served as a member of our Board of Directors since January 2008, as well as from 2003 through 2005. Mr. Hays most recently served as the President, CEO, and Chairman of Biosource International,

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Inc., a leading provider of biomedical research tools that was subsequently acquired by Invitrogen Corporation in October 2005. Prior to his work at Biosource, Mr. Hays served as President and CEO of NEN Life Sciences, Inc., a major supplier of reagent systems for the genomics industry. Mr. Hays also previously served as the President and CEO of ReSound Corporation, a publicly traded company, and as the Executive Vice President and President of Nellcor Puritan Bennett’s Hospital Business Division. Mr. Hays received a Masters Degree in business from the J.L. Kellogg Graduate School of Management at Northwestern University and a Bachelor of Science in physics from Elmhurst College.

John J. O’Connorhas served as a member of the Board of Directors since 2008. Prior to his retirement in November 2006, Mr. O’Connor was a partner at PricewaterhouseCoopers LLP, an independent public accounting firm, from 1982 to November 2006, most recently serving as Vice Chairman of Services from June 2002 to November 2006. Mr. O’Connor served as the leader of the U.S. audit practice at PricewaterhouseCoopers from September 2000 to June 2002, and served as the Managing Partner of the firm’s Boston office from 1995 to September 2000. He is a director of Aspect Medical Systems, Inc.; a brain monitoring device company; mTuitive, Inc., a developer of clinical data capture and synoptic reporting software for use by healthcare professionals; Open Pages, Inc., a provider of enterprise governance, risk and compliance management solutions; and Segue Manufacturing Services, LLC, a manufacturing services company. He is a graduate of Suffolk University and has attended the Harvard Business School’s Leadership in Professional Service Firms program and the executive M.B.A. program at the Amos Tuck School at Dartmouth College.

William N. Thorndike, Jr. has been nominated to serveserved as a member of our Board of Directors a position that he heldsince 2008, and previously from 1998 through 2005. Mr. Thorndike founded Housatonic Partners, a private equity firm in Boston, Massachusetts, in 1994 and currently serves as its managing partner. Mr. Thorndike is a graduate of Harvard College and the Stanford Graduate School of Business. He is a Director of Access Information Management;CIG, LLC, an information management services company; Alta Colleges; Continental Fire & Safety Services, LLC;College, Inc., an operator of educational institutions; Carillon Assisted Living, LLC; Rapid Communications, LLC;LLC, a provider of residential care to seniors; Cortland Associates, Inc., an investment management company; Liberty Towers, LLC, a communications tower company; White Flower Farm, Inc., a nursery and gardening supply company; WGBH, a public television broadcaster; and a Trustee of the Groton School the Boston Athenaeum, and the College of the Atlantic.

Our executive officers are elected by, and serve at the discretion of, our Board of Directors. George W. LeMaitre, our Chairman of the Board and Chief Executive Officer, is the son of George D. LeMaitre, M.D. and Cornelia W. LeMaitre, each of whom is also a member of the Board of Directors. Mrs. LeMaitre is married to George D. LeMaitre, M.D. and is also our Vice President, Human Resources.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial ownership of Common Stock as of the Record Date: (i) by each person who is known by the Company to beneficially own more than 5% of the outstanding shares of Common Stock; (ii) by each Named Executive Officer of the Company (as defined below under “Compensation of Directors and Officers”); (iii) by each director or nominee of the Company; and (iv) by all directors and executive officers of the Company as a group. Unless otherwise indicated below, each person listed below maintains a business address in the care of

LeMaitre Vascular, Inc., 63 Second Avenue, Burlington, MA 01803 and has sole voting and investment power with respect to all shares of Common Stock owned.

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires the Company’s directors, executive officers, and holders of more than 10% of the Company’s common stock (collectively, “Reporting Persons”) to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock of the Company. Such persons are required by regulations of the SEC to furnish the Company with copies of all such filings. Based on its review of the copies of such filings received by it with respect to the fiscal year ended December 31, 2007,2008, and written representations from certain Reporting Persons, the Company believes that all Section 16(a) filing requirements were complied with during the fiscal year ended December 31, 2007,2008, with the exception of (a) one Form 3 and one Form 4 which were not timely filed on behalf of Mr. Russell D. Hays in January 2008 following the commencement of his service on the Company’s Board, (b) one Form 4 which was not timely filed for each of Trent G. Kamke, Robert V. Linden, and Joseph P. Pellegrino, Jr. in regard to shares withheld for tax purposes as the result of the vesting of restricted stock units on behalf of Mr. Michael C. Jackson in July 2007 with respect to transactions that were reported on a Form 4 filed on behalf of Housatonic Equity Investors, L.P. on July 20, 2007, and (b)May 2, 2008, (c) one Form 4 which was not timely filed for each of Peter R. Gebauer, Kevin D. Kelly,Aaron M. Grossman, Trent G. Kamke, Cornelia W. LeMaitre, Robert V. Linden, Joseph P. Pellegrino, Jr., and David B. Roberts in regard to shares withheld for tax purposes as the result of the vesting of restricted stock units on July 18, 2008, and (d) one Form 4 which was not timely filed for each of Peter R. Gebauer, Aaron M. Grossman, Trent G. Kamke, Robert V. Linden, Joseph P. Pellegrino, Jr., and David B. Roberts in regard to shares withheld for tax purposes as the result of the vesting of restricted stock units on December 22, 2007.2008. All of the foregoing transactions were exempt from Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder.

CORPORATE GOVERNANCE

Policies on Corporate Governance

We are committed to maintaining the highest standards of business conduct and corporate governance, which we believe are essential to running our business efficiently, serving stockholders well, and maintaining our integrity in the marketplace. We have adopted a Code of Business Conduct and Ethics that applies to all directors, officers, and employees. The Board of Directors has adopted Corporate Governance Guidelines, which, in conjunction with the Amended and Restated Certificate of Incorporation, Amended and Restated By-Laws, Board committee charters, and key Board policies, form the framework for our governance. The current version of the Code of Business Conduct and Ethics, the Board’s Corporate Governance Guidelines and the charters for each of the Audit Committee, Compensation Committee, and Corporate Governance Committee are available at the Corporate Governance section of our investor relations website,http://ir.lemaitre.com. A copy of the Code of Business Conduct and Ethics may also be obtained, free of charge, from the Company upon a request directed to: LeMaitre Vascular, 63 Second Avenue, Burlington, Massachusetts 01803, Attention: Investor Relations. We intend to disclose any amendment to or waiver of a provision of the Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, or controller, or persons performing similar functions, by posting such information on our investor relations website available athttp://ir.lemaitre.com and in our public filings with the Securities and Exchange Commission.

For more corporate governance information, you are invited to access the Corporate Governance section of our investor relations website available athttp://ir.lemaitre.com.

Director Independence

The Board of Directors has determined that each of Duane M. DeSisto, David N. Gill, Russell D. Hays, Michael C. Jackson, Lawrence J. Jasinski, John J. O’Connor and William N. Thorndike, Jr. is independent within the meaning of the Company’s director independence standards and the director independence standards of The NASDAQ Stock Market, Inc. (“NASDAQ”) and the Securities and Exchange Commission (“SEC”), including Rule 10A-3(b)(1) under the Exchange Act. Furthermore, the Board of Directors has determined that each member of each of the committees of the Board of Directors is independent within the meaning of the Company’s, NASDAQ’s, and the SEC’s committee independence standards.

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Nominations for Directors

Director Qualifications

The Nominating and Corporate Governance Committee of the Board of Directors is responsible for reviewing with the Board of Directors from time to time the appropriate qualities, skills, and characteristics desired of members of the Board of Directors in the context of the needs of the business and current make-up of the Board of Directors. This assessment includes consideration of the following minimum qualifications that the Nominating and Corporate Governance Committee believes must be met by all directors:

The Board of Directors seeks members from diverse professional backgrounds who combine a broad spectrum of relevant industry and strategic experience and expertise that, in concert, offer us and our stockholders diversity of opinion and insight in the areas most important to the Company and its corporate mission. In addition, nominees for director are selected to have complementary, rather than overlapping, skill sets. All candidates for director nominee must have time available to devote to the activities of the Board of Directors. The Nominating and Corporate Governance Committee also considers the independence of candidates for director nominee, including the appearance of any conflict in serving as a director. Candidates for director nominee who do not meet all of these criteria may still be considered for nomination to the Board of Directors, if the Nominating and Corporate Governance Committee believes that the candidate will make an exceptional contribution to us and our stockholders.

Process for Identifying and Evaluating Director Nominees

The Board of Directors is responsible for selecting its own members. The Board of Directors delegates the nomination process to the Nominating and Corporate Governance Committee, with the expectation that other members of the Board of Directors, and of management, will be requested to take part in the process.

Generally, the Nominating and Corporate Governance Committee identifies candidates for director nominee in consultation with management, with non-management directors, through the use of search firms or other advisors, through the recommendations submitted by stockholders, or through such other methods as the Nominating and Corporate Governance Committee deems to be helpful to identify candidates. Once candidates have been identified, the Nominating and Corporate Governance Committee confirms that the candidates meet all of the minimum qualifications for director nominees established by the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee may gather information about the candidates through interviews, detailed questionnaires, comprehensive background checks, or any other means that the Nominating and Corporate Governance Committee deems to be helpful in the evaluation process. The Nominating and Corporate Governance Committee then usually meets as a group to discuss and evaluate the qualities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board of Directors. Based on the results of the evaluation process, the Nominating and Corporate Governance Committee recommends candidates for the Board’s approval as director nominees for election to the Board of Directors. The Nominating and Corporate Governance Committee also recommends candidates to the Board of Directors for appointment to the committees of the Board of Directors.

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Procedures for Recommendation of Director Nominees by Stockholders

The Nominating and Corporate Governance Committee will consider director nominee candidates who are recommended by stockholders of the Company. Stockholders, in submitting recommendations to the Nominating and Corporate Governance Committee for director nominee candidates, shall follow the following procedures:

The Nominating and Corporate Governance Committee must receive any such recommendation for nomination not later than the close of business on the 120th day nor earlier than the close of business on the 150th day prior to the first anniversary of the date of the proxy statement delivered to stockholders in connection with the preceding year’s annual meeting.

All recommendations for nomination must be in writing and include the following:

Nominations must be sent to the attention of the Secretary of the Company by U.S. mail (including courier or expedited delivery service) to:

LeMaitre Vascular, Inc.

63 Second Avenue

Burlington, Massachusetts 01803

Attn: Secretary of LeMaitre Vascular, Inc.

The Secretary of the Company will promptly forward any such nominations to the Nominating and Corporate Governance Committee. Once the Nominating and Corporate Governance Committee receives the nomination of a candidate and the candidate has complied with the minimum procedural requirements above, such candidacy will be evaluated and a recommendation with respect to such candidate will be delivered to the Board of Directors.

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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Meetings and Attendance

The Board meets on a regularly scheduled basis during the year to review significant developments affecting us and to act on matters requiring Board approval. It also holds special meetings when an important matter requires Board action between scheduled meetings. Members of senior management regularly attend Board meetings to report on and discuss their areas of responsibility. In 2007,2008, the Board of Directors held 11eight meetings and committees of the Board held a total of 1314 meetings. Overall attendance at these meetings was 90%89%. EightEleven individuals served on our Board in 2008, and eight of our nine directorsthese individuals attended more than 75% of the total meetings of the Board of Directors and each of the committees on which he or she served during 2006.2008. Michael C. Jackson and William N. Thorndike, Jr. attended 73%67% and 25%, respectively, of the total meetings of the Board of Directors and each of the committees on which hethey served during 2007.2008. In addition, our Audit CommitteeBoard acted by unanimous written consent twice, andone time, our Compensation Committee acted by unanimous written consent five times, and our Nominating and Corporate Governance Committee acted by unanimous written consent one time during 2007.2008. Our corporate governance guidelines provide that each director is expected to spend the time and effort to properly fulfill his or her responsibilities, including regularly attending meetings of the Board and committees on which he or she sits, with the understanding that on occasion a director may be unable to attend a meeting. A director who is unable to attend a meeting is expected to notify the Chairman of the Board or the chairperson of the appropriate committee in advance of such meeting. Directors and nominees are encouraged to attend the annual meeting of stockholders. ThreeTwo of our directors then in office attended the 20072008 annual meeting in person and threefive attended telephonically.

Executive Sessions of Independent Directors

The Board of Directors holds an executive session of the independent directors at least once per year. Executive sessions do not include any of the employee directors of the Company. The independent directors rotate the responsibility for chairing executive sessions.

Communication with the Board of Directors

Shareholders may communicate with all members of the Board of Directors, the chair of any committee of the Board of Directors, or any individual director by directing the communication in writing in care of the Secretary of the Company at the address set forth on the front page of this Proxy Statement. All communications will be received and processed by the Secretary of the Company, and the shareholder making such communications will receive a written acknowledgement from the Secretary of the Company of the receipt of the communication.

Communications are distributed to the Chairman of the Board, as a representative of the Board of Directors, or to any individual director, depending upon to whom the communication is addressed. In that regard, the Board of Directors has requested that certain communications unrelated to the duties and responsibilities of the Board of Directors should be excluded, such as product complaints, inquiries, and suggestions; other ordinary business affairs suited to our management; resumes and other forms of job inquiries; surveys; and business solicitations or advertisements. In addition, material that is unduly hostile, threatening, illegal, or similarly unsuitable will be excluded.

Committees of the Board of Directors

Our Amended and Restated By-laws provide that the Board may delegate responsibility to committees. During 2007,2008, the Board had three standing committees: an Audit Committee, established in accordance with Section 3(a)(58)(A) of the Exchange Act, a Compensation Committee, and a Nominating and Corporate Governance Committee. The membership of each of the Audit Committee, the Compensation Committee, and the Nominating and Corporate Governance Committee is composed entirely of independent directors. In addition, the members of the Audit Committee meet the heightened standards of independence for audit committee members required by SEC rules and NASDAQ Stock Market listing standards.

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The table below shows the current membership of each Board committee and the number of meetings held during 2007.2008.

Audit Committee

The Company has a separately designated standing audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act.committee. The Audit Committee currently consists of Messrs. Gill, DeSisto,Hays, Jasinski, and Hays.O’Connor. Mr. GillO’Connor serves as chairperson of the Audit Committee. The Board of Directors has also determined that each member of the Audit Committee is independent within the meaning of the Company’s and NASDAQ’s director independence standards and the SEC’s heightened director independence standards for audit committee members, including Rule 10A-3(b)(1) under the Exchange Act. The Company has determined that each of the members of the Audit Committee is financially sophisticated and is able to read and understand consolidated financial statements and that Mr. GillO’Connor is an “audit committee financial expert” as defined in recently adopted SEC rules. Stockholders should understand that this designation is a disclosure requirement of the SEC related to Mr. Gill’sO’Connor’s experience and understanding with respect to certain accounting and auditing matters. The designation does not impose upon Mr. GillO’Connor any duties, obligations, or liabilities that are greater than those generally imposed on him as a member of the Audit Committee and the Board of Directors, and his designation as audit committee financial expert pursuant to this SEC requirement does not affect the duties, obligations, or liabilities of any other member of the Audit Committee or the Board of Directors.

As described more fully in its charter, the Audit Committee oversees the Company’s accounting and financial reporting processes, internal controls, and audit functions. In fulfilling its role, the Audit Committee responsibilities include:

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Ernst & Young LLP currently serves as the Company’s independent registered public accounting firm. The Audit Committee met six times and acted two times by means of unanimous written consent during the fiscal year ended December 31, 2007.2008. The Audit Committee operates under a written charter adopted by the Board of Directors, a current copy of which is available at the Corporate Governance section of the Company’s investor relations website athttp://ir.lemaitre.com.

Compensation Committee

The Compensation Committee currently consists of Messrs. Jasinski, DeSisto,Hays and Gill.Jasinski. Mr. Jasinski serves as the chairperson of the Compensation Committee. The Board of Directors has determined that each member of the Compensation Committee is independent within the meaning of the Company’s and NASDAQ’s director independence standards.

The Compensation Committee’s responsibilities include:

The Compensation Committee determines the annual base salary, annual and long-term incentive opportunities, and equity-based awards provided to our Chief Executive Officer and approves the compensation of other executive officers, taking into consideration the recommendations of our Chief Executive Officer. Our Chief Executive Officer provides significant input on the compensation, including annual merit adjustments and equity awards, of the other named executive officers and his other direct reports. In 2008, the Compensation Committee retained an independent, third-party compensation consultant, J. Thelander Consulting, to review our executive compensation programs, including a compensation analysis for each of our executive officers of all elements of compensation—base salary, cash bonus, equity incentive grants, and severance benefits. J. Thelander Consulting provided the Compensation Committee with a written report based on competitive market compensation data based on a survey of companies in the medical device industry with comparable market capitalizations and made general recommendations to the Compensation Committee. The Compensation Committee considered the results of this analysis in its compensation determinations and ultimately made all determinations regarding compensation payable to our executive officers throughout the year.

The Compensation Committee met fiveseven times and acted by unanimous written consent five times during the fiscal year ended December 31, 2007.2008. The Compensation Committee operates under a written charter adopted by the Board of Directors, a current copy of which is available at the Corporate Governance section of the Company’s investor relations website athttp://ir.lemaitre.com.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee currently consists of Messrs. Hays, Jackson, Jasinski, and Jasinski.Thorndike. Mr. HaysThorndike serves as chairperson of the Nominating and Corporate Governance Committee. The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee is independent within the meaning of the Company’s, NASDAQ’s, and the SEC’s director independence standards. The Nominating and Corporate Governance Committee’s responsibilities include:

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The Nominating and Corporate Governance Committee met two timesone time and acted by unanimous written consent one time during the fiscal year ended December 31, 2007.2008. The Nominating and Corporate Governance Committee operates under a written charter adopted by the Board of Directors, a current copy of which is available at the Corporate Governance section of the Company’s investor relations website athttp://ir.lemaitre.com.

Compensation Committee Interlocks and Insider Participation

During 2007,2008, Messrs. Jasinski Gill,and Hays, as well as former directors Duane M. DeSisto and JacksonDavid N. Gill, served as members of the Compensation Committee. No person who served as a member of the Compensation Committee was, at any time during the past fiscal year, an officer or employee of the Company or any of its subsidiaries, formerly an officer of the Company or any of its subsidiaries, or had any relationship with the Company requiring disclosure in this Proxy Statement under SEC rules.

During the last year, no executive officer of the Company served as (i) a member of the Compensation Committee (or other committee of the Board of Directors performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of another entity, one of whose executive officers served on the Compensation Committee of the Company; (ii) a director of any other entity, one of whose executive officers served on the Compensation Committee of the Company; or (iii) a member of the Compensation Committee (or other committee of the Board of Directors performing equivalent functions or, in the absence of any such committee, the entire Board of Directors) of another entity, one of whose executive officers served as a director of the Company.

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AUDIT COMMITTEE REPORT

The Audit Committee oversees our independent registered public accounting firm and assists the Board of Directors in fulfilling its oversight responsibilities on matters relating to the integrity of our financial statements and financial reporting, our compliance with legal and regulatory requirements, and the independent registered public accounting firm’s qualifications and independence by meeting regularly with the independent registered public accounting firm and our financial management personnel. Our management is responsible for:

The Audit Committee acts under a written charter, which governs the operations of the Audit Committee. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2007,2008, with Company management and Ernst & Young LLP, our independent registered public accounting firm. The Audit Committee also received various communications from and discussed with Ernst & Young LLP the matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees, as amended by Statement on Auditing Standards No. 90 (Audit Committee Communications)). This included a discussion of the independent registered public accounting firm’s judgments as to the quality, not just the acceptability, of our accounting principles and such other matters that generally accepted auditing standards require to be discussed with the Audit Committee. The Audit Committee also received the written disclosures and the letter from Ernst & Young LLP required by Independence Standards Board Standard No. 1 (Independence Discussion with Audit Committees),the Public Company Accounting Oversight Board’s applicable requirements, and the Audit Committee discussed the independence of Ernst & Young LLP with that firm.

Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board of Directors, and the Board of Directors approved, that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007,2008, for filing with the SEC. Previously, the Audit Committee approved the selection of Ernst & Young LLP as our independent registered public accounting firm for 2007,2008, and the stockholders of the Company ratified this selection at the our 20072008 Annual Meeting of Stockholders.

The Audit Committee and the Board of Directors have also recommended, subject to stockholder approval, the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year 2008.2009.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Compensation Committee Report

We have reviewed and discussed with management the Compensation Discussion and Analysis that appears in this proxy beginning below. Based on our review and discussion with management, we have recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and in LeMaitre’s Annual Report on Form 10-K for the year ended December 31, 2007.

No portion of this Compensation Committee Report shall be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, through any general statement incorporating by reference in its entirety the Proxy Statement in which this report appears, except to the extent that the Company specifically incorporates this report or a portion of it by reference. In addition, this report shall not be deemed filed under either the Securities Act or the Exchange Act.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Named Executive Officers

Our Named Executive Officers, or NEOs, are:

Executive Compensation Philosophy and Objectives

We have designed our executive compensation program to attract, retain, and motivate highly qualified executives and to align their interests with the interests of our stockholders. The ultimate goal of our program is to increase stockholder value by providing executives with appropriate incentives to achieve our business objectives. We seek to achieve this goal through a program that rewards executives for superior performance, as measured by both financial and non-financial factors, and includes major compensation components that are linked to the achievement of certain operational, financial, product development, and clinical objectives that are aimed at increasing both long-term and short-term stockholder value. Our use of equity-based awards that vest over time also encourages our executives to remain in our employ. Executive officers are required to enter into non-competition or other restrictive covenants with us as a condition of their employment, a practice that we believe limits the possibility of losing executive talent to our closest competitors.

Our Chief Executive Officer provides significant input on the compensation, including annual merit adjustments and equity awards, of the other NEOs and his other direct reports. The Compensation Committee determines the annual base salary, annual and long-term incentive opportunities, and equity-based awards

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provided to our Chief Executive Officer and approves the compensation of other executive officers, taking into consideration the recommendations of our Chief Executive Officer. In 2008, the Compensation Committee has retained an independent, third-party compensation consultant, J. Thelander Consulting, to review our executive compensation programs, including a compensation analysis for each of our executive officers of all elements of compensation—base salary, cash bonus, equity incentive grants, and benefits. The Compensation Committee expects to consider the results of this analysis in its decisions with respect to any changes to 2008 compensation, if any, and its determination of 2009 compensation.

The Compensation Committee’s executive compensation philosophy embraces three core objectives:

Our goal is to attract, motivate, and retain highly capable and talented executives by providing competitive compensation that rewards our Company’s successful performance and each executive’s contribution to that success. The Compensation Committee approaches our executive compensation objectives through three key components:

In determining base salary, the Compensation Committee considers base salaries for comparable positions at peer group companies, as well as corporate performance and contributions of the individual executive officer during the review period. The Compensation Committee typically targets the median, but allows for adjustment of target upon taking into account the Company’s performance relative to peer benchmark companies and individual factors such as the performance, experience, and tenure of the executive and the securities holdings of the executive. In setting performance-based bonuses, the Compensation Committee sets specific corporate goals, including company revenue and profitability objectives that are directly linked to creating value for shareholders. In addition, each executive’s performance-based cash bonus depends on achievement of individual performance-based goals within that executive’s functional area. At 100% achievement of objectives, total cash compensation, consisting of base salary and performance-based cash bonus, is targeted at the median of peer benchmark companies for the executive team. The Compensation Committee also grants long-term stock-based compensation to executives, such as stock options and restricted stock units, which vest over time. As discussed below, the Compensation Committee has adopted a practice of primarily granting restricted stock units, though it may still grant stock options from time to time in the future.

Determination of Compensation Awards

The Compensation Committee has the primary authority to set the compensation of executive officers. When the Compensation Committee determined 2007 compensation for our NEOs, the Compensation Committee consisted of Mr. Jasinski, Mr. DeSisto, Mr. Gill, and Mr. Jackson, a general partner of Housatonic Partners, our sole preferred shareholder at the time of our initial public offering in October 2006. Following our initial public offering, Mr. Jackson remained on the Compensation Committee in a transitional role and thereafter resigned from the Compensation Committee effective April 13, 2007.

In November 2006, the Chief Executive Officer undertook a review of executive compensation at 20 public medical device peer companies and provided a report to the Compensation Committee. The report included a

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review and analysis of base salary, cash bonus, and total cash compensation for each officer, including the NEOs. The peer group companies were comprised of vascular device companies, as well as selected other medical device companies that had recently completed the initial public offering process. These are companies in the healthcare industry, and in most cases in the medical device sector, with comparable organizational and financial characteristics, such as headcount, revenue, and revenue growth. The peer group consisted of the following companies: Abiomed, Alphatec Holdings, AngioDynamics, Atricure, Cardica, Cynosure, Endologix, ev3, FoxHollow Technologies, Home Diagnostics, Kensey-Nash, Merit Medical, Micrus Endovascular, NUCRYST Pharmaceuticals, NxStage Medical, Possis Medical, Spectranetics, Vascular Solutions, VNUS Medical Technologies, and Volcano. This peer group was identical to that used by the Compensation Committee in the preceding year, except that Abiomed, Alphatec, Atricure, Cardica, Cynosure, Home Diagnostics, Micrus Endovascular, NUCRYST Pharmaceuticals, NxStage Medical, Spectranetics, and Volcano were added to the peer group either as examples of recently public medical device companies or in recognition that they should be part of our long-term compensation peer group based upon an analysis of company characteristics and industry focus. The Compensation Committee’s compensation objectives were to target the NEOs’ total cash compensation at approximately the median of these peer companies when the Company met 100% of its operational and financial objectives.

To assist the Compensation Committee in setting compensation for the other NEOs, the Chief Executive Officer provided recommendations to the Compensation Committee regarding compensation of the executive officers. The Chief Executive Officer based his recommendation upon his review of the compensation practices at the peer group companies. The Chief Executive Officer also provided the Compensation Committee with his evaluation of each NEO’s performance during 2006.

The Compensation Committee determined 2007 compensation at a meeting held on November 21, 2006. For 2007, the Compensation Committee targeted the total target cash compensation level for each executive officer at approximately the median of the peer group for most NEO positions. The Compensation Committee recognized, however, that in some cases reaching the targeted compensation level for some executive officers may occur over time. The Compensation Committee also recognized that to motivate and retain the best talent among our executive officers, it may be necessary to set total compensation with executive officers that deviates from the general philosophy of targeting the median. Total cash compensation for each executive officer is determined based on benchmarking, the individual executive’s performance over the review period and over time, and the annual performance of the Company, in light of the equity position held by the executive and the amount of the executive’s potential gain from an appreciation in value of the executive’s equity.

Base Salary

The Compensation Committee reviews officer salaries annually. For this purpose, the Compensation Committee considers compensation for similar positions at the peer medical device and medical equipment companies along with the officer’s job scope and responsibilities, past and current contributions, and the following individual factors: experience and background, unique skills, demand in the labor market, and longer-term development and succession plans. In addition, the Compensation Committee considers our strategic and operational performance, relative levels of pay among the officers, and recommendations from the Chief Executive Officer.

The amount of the 2007 base salary increases varied by NEO and resulted in an overall increase to the NEO payroll of 6%. Salary increases for the executive officers, other than Chief Executive Officer, ranged from 4% to 7% and placed the NEOs generally around the midrange of base salaries paid by the peer companies for comparable positions. Employees other than the executive officers receive performance reviews and appropriate salary increases during the last six weeks of the calendar year.

The 2006 base salaries approved by the Compensation Committee on November 22, 2005, were $236,000 for Mr. Roberts, $212,500 for Mr. Pellegrino, $234,438 for Mr. Gebauer, and $195,417 for Mr. Kelly.

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Mr. LeMaitre’s compensation is discussed below in the section titled “Chief Executive Officer Compensation.” The Summary Compensation Table provided below includes all salary amounts approved by the Compensation Committee for the NEOs.

Cash Bonuses

The Compensation Committee and management emphasize pay-for-performance in all components of compensation, making adjustments to target annual cash bonuses based on individual employee performance relative to compensation levels among employees in similar positions in their defined talent market and relationships among internal peers. Our annual cash bonus program is the primary means by which we emphasize pay-for-performance and is an important component of our total compensation and benefit packages. The Company also makes certain other pay-for-performance cash bonus programs available from time to time, as described below.

Annual Cash Bonus.The design of our annual executive bonus program rewards achievement at specified levels of our operational, financial, product development, and clinical performance, as well as individual performance. All bonuses paid under this program are paid annually, in January of the following year, except that Mr. Kelly’s plan contained quarterly revenue and other milestone goals that were determined and paid out as achieved. For all NEOs other than the Chief Executive Officer, 2007 potential cash bonuses averaged 31% and ranged from 24% to 37% of base salary at targeted performance levels and averaged 42% and ranged from 29% to 54% of base salary at maximum payment levels for superior performance. The Chief Executive Officer’s target bonus opportunities and other details of his participation in this program are discussed below in the section titled “Chief Executive Officer Compensation.”

Under our Management Incentive Compensation Plan, annual cash bonus objectives are linked to certain operational, financial, product development, clinical, and quality goals that have been approved by the Board as management “planks,” which are our key performance objectives for the fiscal year. Each objective is directly linked to increasing either short-term or long-term shareholder value. These key performance objectives are intended to be directional in nature and extremely difficult to achieve in the aggregate, as corporate resource constraints may not always permit the necessary investment to achieve all of the objectives in a single year. In a typical year, the Company typically achieves between 50% and 75% of its objectives. In 2007, these objectives were: the achievement of net sales of $42,500,000, excluding net sales from products acquired in 2007; the completion of one significant acquisition; the achievement of an enrollment milestone in our UNITE pivotal study; the initiation of a feasibility study as the first step in support of an application for pre-market approval of our EndoFit Thoracic Stent Graft in the United States; the completion of the launches of three specifically identified, internally developed products and the completion of an in-house manufacturing project; the employment at December 31, 2007, of a minimum of 50 field sales representatives; the receipt of customer complaints not in excess of a specific target; and the initiation of direct sales in one of two specifically identified major foreign markets, one of which was Italy.

Each officer’s cash bonus plan rewards the achievement of individual goals under their personal control that related to these Company objectives. In addition, our most senior officers are also rewarded based on overall organizational financial performance metrics. As necessary, the Compensation Committee may modify organizational financial performance metrics during the course of the fiscal year or at the time of determining the achievement of an award to reflect changes in the Company’s business plan. The instances in which the Compensation Committee exercised this discretion in respect to 2007 compensation are discussed below.

Organizational Performance Metrics.The organizational financial performance metrics for 2007 cash bonuses to NEOs were based on the achievement of net sales of $42,500,000, excluding net sales from products acquired in 2007, and the achievement of a loss from operations of less than $2,500,000. The organizational financial performance metrics are generally understood to exclude the impact of extraordinary or strategic transactions, although the Compensation Committee retains discretion in this regard. A bonus is separately

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payable for each performance metric; thus, the Company’s failure to reach the minimum threshold for one performance metric would result in no bonus payable for that metric, but could still result in a bonus payable for other performance metrics, presuming the Company reached the minimum threshold performance for such metrics. These bonuses are earned based upon a continuously functioning, sliding scale; thus, failure to reach the targeted performance level could still result in a lesser bonus payable, provided that a certain minimum threshold had been achieved. Similarly, exceeding the targeted performance level could result in a greater bonus payable.

Individual Performance Bonus Component.Individual performance measures for 2007 cash bonuses varied in detail and subject matter based on each officer’s department and area of functional responsibility. In certain cases, an NEO was provided the opportunity to earn additional amounts by way of performance beyond targeted performance expectations. The 2007 individual objectives set under the Management Incentive Compensation Plan for each of the NEOs other than our Chief Executive Officer are summarized below:

Mr. Roberts’ annual bonus plan for 2007 was based 50% upon the Company’s achievement of the organizational performance metrics and 50% upon his achievement of his individual objectives, which consisted generally of the following: completing a significant acquisition; completing additional strategic transactions; implementing a material expense reduction program; meeting an investor relations goal; initiating direct sales in one of two specifically identified major foreign markets, one of which was Italy; and managing Finance Department operating expenses at or below the budgeted level. Overall, Mr. Roberts received 89% of his targeted annual cash bonus, including 70% of the targeted compensation relating to the organizational performance metrics and 113% of the targeted compensation relating to his individual objectives.

Mr. Pellegrino’s annual bonus plan for 2007 was based 40% upon the Company’s achievement of the organizational performance metrics and 60% upon his achievement of his individual objectives, which consisted generally of the following: improving the Company’s financial close process; entering into compliance with the internal financial control requirements of Section 404 of the Sarbanes Oxley Act of 2002; implementing a material expense reduction program; timely filing our 2007 Annual Report on Form 10-K and our quarterly reports on Form 10-Q; resolving an outstanding tax issue; improving our worldwide daily sales outstanding measure; improving cash management commensurate with the additional requirements of a recently public company with comparatively greater levels of cash and marketable securities; implementing videoconferencing in multiple Company locations; amending our revolving credit facility to improve our access to debt capital; and meeting an investor relations goal. Overall, Mr. Pellegrino received 103% of his targeted annual cash bonus, including 85% of the targeted compensation relating to the organizational performance metrics and 110% of the targeted compensation relating to his individual objectives.

Mr. Gebauer’s annual bonus plan for 2007 was based 10% upon the Company’s achievement of the organizational performance metrics and 90% upon his achievement of his individual objectives, which consisted generally of the following: achieving €12,680,000 of net sales at our German subsidiary; achieving a loss from operations not greater than €280,000 at our German subsidiary, achieving ¥130,894,000 of net sales at our Japanese subsidiary; achieving aortic stent graft net sales in excess of a targeted amount; and initiating direct sales in three specifically identified major foreign markets, one of which was Italy. Overall, Mr. Gebauer received 33% of his targeted annual cash bonus, including 63% of the targeted compensation relating to the organizational performance metrics and 30% of the targeted compensation relating to his individual objectives.

Mr. Kelly’s annual bonus plan for 2007 was based 100% upon his achievement of his individual objectives, which consisted of the following: achieving quarterly gross profit results in the Untied States and Canada, excluding gross profit from products acquired in 2007, which quarterly gross profit goals totaled $21,775,000 in the aggregate; maintaining North American sales force compensation at or above targeted levels; hiring a minimum number of field sales representatives; developing two of three specifically identified key accounts; achieving a targeted level of sales of the LeverEdge Contrast Injector, which we acquired in 2007; achieving an endovascular sales target in Canada; and managing sales department operating expenses at or below the budgeted level. Overall, Mr. Kelly received 80% of his targeted annual cash bonus, all relating to his individual objectives.

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Additional Quarterly Bonuses.Six of our officers, including the President, International and the Vice President, North American Sales, were also eligible to receive separate and additional quarterly bonus payments upon the achievement of quarterly performance targets selected once per quarter by the Chief Executive Officer and approved by the Compensation Committee. The Compensation Committee believes that it may be appropriate in certain circumstances to reward certain executives for short-term performance. The quarterly performance target is set beyond the Company’s ordinary performance expectations and is intended to be difficult to achieve. Six of 22 possible quarterly bonus performance targets were reached in 2007. Quarterly performance targets for the President, International and the Vice President, North American Sales related to quarterly net sales. Successful achievement of each quarterly performance objective resulted both in a cash payment of $10,000 and a grant of 1,000 restricted stock units, which is discussed below in the section titled “Long-Term Incentive Compensation.” The quarterly bonus goals are determined and paid out as achieved.(1)

Additional Departmental Budget Bonuses.Commencing in July, 2007, each of our officers, other than our Chief Executive Officer, became eligible to supplement their annual cash bonus by up to $1,000 per month by maintaining the spending of their department within the Company’s budget for that department for that month, cumulative from July 1, 2007. The median payment to our NEOs under this program, excluding our Chief Executive officer, was $5,000. The bonuses earned under this program were paid in January 2008.

Determination of Compensation.Where not specifically disclosed above, we consider the operational goals for the performance measures described above to be confidential. Bonus goals are intended to be highly challenging to the executive. They are set to be achievable, yet are at a level of difficulty that does not assure that the goals will be met. Possible outcomes range from nonpayment to payment of an additional amount for superior performance beyond expectation. When performance goals for 2007 were determined, we estimated that the annual performance goals for all executive officers would be achieved at the 90% level and quarterly bonus goals for all executive officers would be achieved at the 33% level. The Compensation Committee has the discretion to adjust the bonus plan payments related to achievement of performance measures if it deems that a bonus plan participant has met some portion of the performance measures in a manner consistent with the intent of the bonus plans.

In January 2008, the Compensation Committee reviewed fiscal 2007 performance and individual goal achievement and awarded bonuses in accordance with the pre-determined bonus program parameters described above. For all NEOs other than the Chief Executive Officer, the fiscal year 2007 annual cash bonus payable averaged 76% of the target annual cash bonus, and the fiscal year 2007 quarterly bonus payable averaged 27% of the target quarterly cash bonus. Cash bonuses failed to reach targets primarily due our failure to achieve 100% of our organizational financial performance metrics. Our net sales for 2007 were $42,446,000, as compared to the organizational financial performance metric of $42,500,000, and our loss from operations was $4,283,000, as compared to the $2,500,000 performance metric.

The Compensation Committee exercised its discretion to adjust bonus plan payments for all officers related to the achievement of the operating loss financial performance metric, to accommodate the restructuring charges incurred in connection with the Company’s early termination of agreements for the exclusive distribution of its products in Ireland and Italy and the in-process research and development charges incurred in connection the Company’s acquisition of certain patents and other technology related to an endovascular device from Arizona Heart Innovative Technologies, LLC in December 2007. These charges aggregated to $1,415,000 of additional operating expense. The Compensation Committee recognized that these transactions had been approved by our Board of Directors during the course of 2007, but had not been included in the Company’s 2007 financial plan due to uncertainty regarding likelihood and financial structure, in the case of the distributor terminations, and because the transaction had not yet been identified, in the case of the technology acquisition. The amounts paid to NEOs as a result of this decision were $12,384 to Mr. LeMaitre, $11,521 to Mr. Roberts, and $7,142 to Mr. Pellegrino. The Summary Compensation Table provided below includes these awards in the “Bonus” column.

Additionally, the Compensation Committee exercised its discretion to adjust bonus plan payments for Messrs. LeMaitre, Roberts, and Gebauer related to the initiation of direct sales in Italy. Although the Company

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has succeeded in negotiating a mutually beneficial separation agreement with our exclusive distributor in Italy, formed an Italian legal entity for the conduct of business, and hired a country manager to manage a network of Company clinical specialists, independent agents, and regional distributors, as is the customary sales and marketing organization structure in Italy, direct sales were not initiated until January 2008. The Compensation Committee recognized that the substantial purpose of the performance objective had been accomplished and elected to pay the bonuses as though the performance objective had been achieved. The amounts paid to NEOs as a result of this decision were $5,375 to Mr. LeMaitre, $4,000 to Mr. Roberts, and $3,403 to Mr. Gebauer. Furthermore, the Compensation Committee recognized that the net sales target for the Company’s German subsidiary had been set too aggressively in view the additional operational complexity and lead time required in expanding a sales organization in Europe as compared to the United States, and exercised its discretion to permit the Company to pay Mr. Gebauer anex gratiabonus of $5,600. Additional minor discretionary decisions resulted in payments of $6,719 in the case of Mr. LeMaitre, $3,000 in the case of Mr. Roberts, $6,767 in the case of Mr. Pellegrino, $3,403 in the case of Mr. Gebauer, and $2,177 in the case of Mr. Kelly. The Summary Compensation Table provided below includes these awards in the “Bonus” column.

Long-Term Equity Incentive Compensation

The primary purpose of our long-term incentive compensation is to encourage and facilitate personal stock ownership by the officers and thus strengthen their personal commitments to the Company and provide a longer-term perspective in their managerial responsibilities. We believe that this component of an officer’s compensation links the officers’ interests with those of our other stockholders. In addition, we believe that long-term incentives encourage management to focus on our long-term development and prosperity in addition to short-term operating profits. Historically, our primary form of long-term incentive compensation was stock options. In late 2006, following our initial public offering, the Compensation Committee and management reviewed our equity compensation practices and decided to reduce our use of stock options in favor of restricted stock units. We believe that restricted stock units more effectively align our officers’ interests with those of our shareholders and serve as a more effective retention tool, particularly in the event that we suffer a decline in the trading price of our common stock. Many compensation experts believe that the use of stock options may create short-term incentives for employees that may be contrary to the interests of shareholders. Additionally, because a single restricted stock unit is more valuable to a grantee than a single stock option with an exercise price equal to the fair market value of the underlying stock, our use of restricted stock units allows us to deliver greater economic value to an employee using fewer shares, a practice that over time should result in less dilution to existing shareholders.

The Company has not adopted stock ownership requirements for its executive officers. However, the Compensation Committee makes regular annual grants to executive officers based on the level of the executive officer on the Company’s organizational chart. In 2007, all senior executives other than the Chief Executive Officer, including Messrs. Roberts, Pellegrino, and Gebauer, received a grant of restricted stock units with a fair market value on the date of grant of $50,000, and all other executive officers, including Mr. Kelly, received a grant of restricted stock units with a fair market value on the date of grant of $10,000. These restricted stock units vest in equal annual installments over a period of five years, subject to continued employment. The Compensation Committee made these annual grants of restricted stock units at its July 18, 2007, meeting. The closing price of our common stock on the date of this grant was $6.10 per share.

In addition, grants to executive officers are made on a periodic basis and are typically made in connection with a hire or promotion, but may also be made in connection with a bonus plan, in recognition of a significant accomplishment, in connection with the completion of vesting of a previous grant, or, at the recommendation of the Chief Executive Officer, taking into account the officer’s performance and contribution, retention concerns, and stock ownership, the market information for our peer group, and the value of existing equity incentives.

At its May 2, 2007, meeting, upon the recommendation of the Chief Executive Officer following a review of Mr. Pellegrino’s then-current equity position, and in view of an anticipated promotion to the role of Chief

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Financial Officer, which occurred in the third quarter of fiscal 2007, the Compensation Committee granted 15,000 restricted stock units to Mr. Pellegrino in recognition that his equity compensation was less than that of his counterparts at our peer companies. These restricted stock units vest in equal annual installments over a period of five years. The closing price of our common stock on the date of this grant was $5.74 per share.

At its February 27, 2007, meeting, upon the recommendation of the Chief Executive Officer following a review of Mr. Kelly’s then-current equity position, the Compensation Committee granted 10,000 restricted stock units to Mr. Kelly, and then at its November 2, 2007, meeting, upon the recommendation of the Chief Executive Officer, the Compensation Committee granted an addition 7,675 restricted stock units to Mr. Kelly, in each case in recognition that his equity compensation was less than that of his counterparts at our peer companies. These restricted stock units vest in equal annual installments over a period of five years. The closing price of our common stock on February 27, 2007, was $6.50 per share, and the closing price of our common stock on November 2, 2007 was $7.49 per share.

At its May 2, 2007, meeting, the Compensation Committee granted 1,000 restricted stock units to Mr. Gebauer in connection with the achievement of his quarterly bonus target for the first quarter of fiscal year 2007; at its November 2, 2007, meeting the Compensation Committee granted 1,000 restricted stock units to Mr. Kelly in connection with the achievement of his quarterly bonus target for the third quarter of fiscal year 2007; and at its February 29, 2008, meeting the Compensation Committee granted 1,000 restricted stock units to Mr. Kelly in connection with the achievement of his quarterly bonus target for the fourth quarter of fiscal 2007, all of which are discussed above in the section titled “Cash Bonuses.” All of these restricted stock units vest in equal annual installments over five years, at a rate of 20% per year, subject to continued employment. The closing prices of our common stock on the grant dates were $5.74 per share, $7.49 per share, and $4.75 per share, respectively.

All grants of stock options, restricted stock units, and stock awards granted by the Compensation Committee in connection with compensation for our fiscal year ended December 31, 2007, are set forth in the Grants of Plan-Based Awards table provided below.

On April 4, 2008, Mr. Kelly resigned his position with the Company to pursue other business opportunities. His stock options and restricted stock units ceased vesting upon the termination of his employment.

Perquisites

We make available to our NEOs and certain other officers long-term care insurance and make an employer contribution to each NEO’s premium payment, the amount of which is less than $1,000. All employees, including our NEOs, receive a Rolex watch upon the completion of ten years of employment at the Company. Mr. Gebauer and Mr. Roberts each completed ten years of employment in 2007 and received watches with a fair market value of $12,819 and $9,692, respectively, on the date of receipt. We provide certain other perquisites to Mr. Gebauer, our President, International Operations, who is an American citizen living overseas. In 2007, he was provided with a car allowance, private health insurance (as Mr. Gebauer is not eligible for participation in the German public health insurance system), airfare for a family trip to the United States, and reimbursement of expenses relating to personal tax preparation and advice. We also provide Mr. Gebauer with a tax equalization payment that is designed to reimburse him for any additional taxes that he pays as a result of his residence in Germany while employed by us. The tax equalization payment is determined annually and paid in four quarterly installments. Our tax equalization payment to Mr. Gebauer in 2007 was $44,475, which was paid to Mr. Gebauer in Euros using a rate of € to U.S.$ of 1.2563.

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Chief Executive Officer Compensation

Base Salary.The Compensation Committee followed the same philosophy and process described above in determining compensation for George W. LeMaitre, our Chief Executive Officer. For purposes of determining Chief Executive Officer compensation for 2007, the Compensation Committee considered chief executive officer compensation at the peer group companies listed above. The Compensation Committee targeted the Chief Executive Officer’s base salary and total cash compensation at the median of these peer companies. The 2007 base salary approved by the Compensation Committee on November 21, 2006, for Mr. LeMaitre was $270,000, a 4% increase from Mr. LeMaitre’s 2006 base salary.

Performance Bonus.The Compensation Committee established an annual cash bonus program for Mr. LeMaitre’s cash bonus at its November 21, 2006, meeting. The Compensation Committee set the target bonus opportunity for Mr. LeMaitre at $107,500, or 40% of his base salary, an 8% increase over the prior year’s target cash bonus, and the maximum bonus opportunity at $161,250, or 60% of base salary. Mr. LeMaitre’s annual bonus plan for 2007 was based 80% upon the Company’s achievement of the organizational performance metrics, of which 60% related to the net sales metric and 20% related to the loss from operations metric, and 20% is based upon his achievement of his individual objectives, which consisted generally of the achievement of each of the Company’s key performance objectives, or “planks,” for 2007, as described in the section above titled “Cash Bonuses.”

In January 2008, the Compensation Committee reviewed performance in regard to the 2007 performance goals set for Mr. LeMaitre. After reviewing the Company’s performance and Mr. LeMaitre’s 2007 performance against the goals and objectives established by the Compensation Committee at the beginning of 2007, and exercising its discretion with respect to Mr. LeMaitre’s goals (as described above), the Compensation Committee approved an annual cash bonus payment to Mr. LeMaitre of $74,603. Overall, Mr. LeMaitre received 69% of his targeted annual cash bonus, including 66% of the targeted compensation relating to the organizational performance metrics and 54% of the targeted compensation relating to his individual objectives. The bonus payment was equal to 28% of his base salary.

Equity Grants.The Compensation Committee did not award Mr. LeMaitre any equity-based compensation in 2007.

Determination of 2008 Compensation

In November 2007 the Chief Executive Officer again undertook review of executive compensation at 20 public medical device peer companies and provided a report to the Compensation Committee. The report included a review and analysis of all elements of compensation, including base salary, cash bonus, and total cash compensation for each officer, including the NEOs. For purposes of the annual executive compensation review performed by the Compensation Committee in November 2007, the peer group companies were comprised of vascular device companies, as well as selected other medical device companies that had completed the initial public offering process in approximately the same time frame as the Company. The peer group consisted of the following companies: Abiomed, Alphatec Holdings, AngioDynamics, Atricure, Cardica, Cynosure, Endologix, ev3, FoxHollow Technologies, Home Diagnostics, Kensey-Nash, Merit Medical, Micrus Endovascular, Nitinol Medical Technologies, NxStage Medical, Possis Medical, Spectranetics, Vascular Solutions, VNUS Medical Technologies, and Volcano. Nitinol Medical Technologies was added to the peer group in recognition that it should be part of our long-term compensation peer group based upon an analysis of company characteristics and industry focus, and NUCRYST Pharmaceuticals was dropped from our peer group in recognition of it being a poor comparison due to a differing industry focus. The report focused particularly on those companies in the peer group with market capitalizations of less than $250 million on the date of the report. The Compensation Committee also reviewed data from an additional independent compensation survey, theTop Five Medic Executive Compensation Survey. The Compensation Committee’s compensation objectives were to target the NEOs’ total cash compensation within the range between the median of the peer companies and the median of the peer companies with market capitalizations of less than $250 million, considering additional factors specific to each NEO.

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For 2008, the Compensation Committee targeted the total target cash compensation level for each executive officer at approximately the median for most NEO positions. The Compensation Committee recognized, however, that in some cases compensating at this level for some executive officers may occur over time. The Compensation Committee also recognized that, to motivate and retain the best talent among our executive officers, it may be necessary to set total compensation for executive officers that deviates from the general philosophy of targeting the median. Total cash compensation for each executive officer is determined based on benchmarking, the individual executive’s performance over the review period and over time, and the annual performance of the Company, in light of the equity position held by the executive and the amount of the executive’s potential gain from an appreciation in value of the executive’s equity. To assist the Compensation Committee in its annual review of executive performance, which took place on November 22, 2007, the Chief Executive Officer provided recommendations to the Compensation Committee, as he did during the executive compensation review in November 2006.

The amount of the 2008 base salary increases varied by NEO and resulted in an overall increase to the NEO payroll of 5%. Salary increases for the executive officers, other than Chief Executive Officer, were in the aggregate 5% of the payroll for those officers in 2007. The 2008 base salaries approved for the NEOs by the Compensation Committee on November 22, 2007, are as follows, with the exception of Mr. LeMaitre: Mr. Roberts’ base salary is $247,500, Mr. Gebauer’s base salary is $246,063, Mr. Pellegrino’s base salary is $224,000, and Mr. Kelly’s base salary was $205,625 through the date of his departure from the Company.

In its November 2007 meeting, the Compensation Committee also approved annual cash bonus eligibility for 2008 under our Management Incentive Compensation Plan. For all NEOs other than the Chief Executive Officer, 2008 potential cash bonuses average 32% and range from 29% to 37% of base salary at targeted performance levels and average 48% and range from 41% to 56% of base salary at maximum payment levels for superior performance. The Chief Executive Officer’s target bonus opportunities and other details of his participation in this program are discussed below. All bonuses paid under this program are expected to be paid in January 2009, although Mr. Kelly’s plan contained quarterly revenue and other milestone goals which were determined and paid out as achieved prior to his departure from the Company.

The performance measures for 2008 cash bonuses to NEOs are, as in 2007, based upon those operational, financial, product development, and clinical goals that have been approved by the Board as our key performance objectives for the fiscal year: the achievement of targeted net sales; the completion of a material business development transaction; the achievement of certain clinical trial enrollment milestones; the on-time launch of certain new products, product enhancements, or product line extensions; the continued growth of our research and development engineering team; and the achievement of a quality metric related to customer complaints. A bonus is separately payable for each performance measure; thus, the Company’s failure to reach the minimum threshold for one performance measure will result in no bonus payable for that measure, but could still result in a bonus payable for other performance measures, presuming the Company reached minimum threshold performance for such measures.

In addition, 2008 organizational financial performance metrics and other individual pre-established performance goals and bonus opportunities were established and, as in 2007, varied in detail and subject matter based on each officer’s department. Examples of individual objectives included employee hiring and compensation goals, the achievement of revenue targets for our foreign subsidiaries, maintaining departmental spending below budgeted amounts, product-specific sales performance metrics, the achievement of a specified gross margin percentage target, the avoidance of product backorders, compliance with the internal controls requirements of Sarbanes-Oxley, and the avoidance of product backorders.

The Compensation Committee has chosen to make quarterly bonuses available to all of our NEOs other than the Chief Executive Officer. Successful achievement of a quarterly performance objective will continue to result in a cash payment of $10,000 and a grant of 1,000 restricted stock units, which would vest in equal installments over a period of five years. Additional departmental budget bonuses, however, are now included as one component of annual cash bonuses.

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We consider the specific goals for the performance measures to be confidential. Bonus goals are intended to be highly challenging to the executive. They are set to be achievable, yet are at a level of difficulty that does not assure that the goals will be met. Possible outcomes range from nonpayment to payment of an additional amount for superior performance beyond expectation. We estimate that the annual performance goals for all executive officers will be achieved at the 90% level and quarterly bonus goals for all executive officers will be achieved at the 25% level. The Compensation Committee has the discretion to adjust the bonus plan payments related to achievement of performance measures if it deems that a bonus plan participant has met some portion of the performance measures in a manner consistent with the intent of the bonus plans.

Chief Executive Officer 2008 Compensation

Base Salary.The Compensation Committee followed the same philosophy and process described above in determining compensation for George W. LeMaitre, our Chief Executive Officer. For purposes of determining chief executive officer compensation for 2008, the Compensation Committee considered chief executive officer compensation at the peer group companies for 2008 identified above. The Compensation Committee targeted the Chief Executive Officer’s base salary and total cash compensation at the median of these peer companies. The 2008 base salary approved by the Compensation Committee on November 22, 2007, for Mr. LeMaitre was $280,000, a 4% increase from Mr. LeMaitre’s 2007 base salary.

Performance Bonus.The Compensation Committee established the target amount of, and performance objectives for, Mr. LeMaitre’s cash bonus at its November 22, 2007, meeting. The Compensation Committee set the target bonus opportunity for Mr. LeMaitre at $120,000, or 43% of his base salary, a 12% increase over the prior year’s target cash bonus, and the maximum bonus opportunity at $180,000, or 64% of base salary. The bonus is payable as follows: 60% of the bonus is based on our performance against minimum, target, and maximum annual net sales thresholds; 20% of the bonus is based on our performance against minimum, target, and maximum annual operating income thresholds, in each case with proration of bonus between such thresholds; and the remainder is based on the attainment of other key performance objectives for 2008 as described above.

Other Elements of Compensation

Medical Insurance.The NEOs other than Mr. Gebauer receive such health and dental insurance as the Company may from time to time make available to other employees. All employees who choose Company-provided medical insurance, including the NEOs, contribute to medical insurance premiums on a pre-tax basis through payroll deductions.

Life and Disability Insurance.The NEOs receive such disability and/or life insurance as the Company makes available to all U.S.-based employees.

Flexible Spending Accounts.The Company makes it possible for U.S.-based employees, including the NEOs, to pay for certain expenses not covered by traditional insurance plans by creating reimbursement accounts on a pre-tax basis.

401(k) Plan Matching.The Company has adopted a 401(k) matching plan, available to all U.S.-based employees, including the NEOs. Employees are permitted to contribute up to the amount permitted by federal tax regulations. The Company matches 50% of the first 6% of the employee’s contribution, with the matching amount vesting over a period of six years, subject to continued employment.

Employee Stock Purchase Plan.The Company has adopted an employee stock purchase plan, available to all employees. Employees are permitted to set aside up to 10% of their base salary over a six month period to purchase our common stock at a 10% discount to the trading price on the last day of the period. Mr. LeMaitre is not eligible to participate in our employee stock purchase plan.

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Policies with Respect to Equity Compensation Awards

The Compensation Committee approves all equity compensation award grants in advance at an in-person or telephonic meeting. If extraordinary circumstances arise necessitating such action, the Compensation Committee may approve an equity compensation award by unanimous consent in writing or by electronic transmission, rather than as part of a meeting. Any written or electronic consent is effective as of the latest date it is signed or transmitted, respectively, and, therefore, the effective grant date is never prior to the date the latest signature is given. The Board of Directors has not delegated to any individual the power or authority to grant equity compensation awards.

If the amount of an equity compensation award is to be determined by reference to a dollar value, the number of shares subject to the award is calculated by dividing the dollar value of the award by the closing market price on the NASDAQ Stock Market of a share of the Company’s common stock on the effective date of grant. The exercise price of all stock options is equal to or greater than the closing market price on the NASDAQ Stock Market of a share of the Company’s common stock on the effective date of grant.

Grants to members of the Board of Directors are made in accordance with our Non-Employee Director Stock Option Grant Policy, which was approved by the Board of Directors on May 26, 2006, and which is described in the narrative section accompanying the Director Compensation table below. Grants to executive officers and other key employees are made upon a hire or promotion, in connection with a bonus plan, in recognition of a significant accomplishment, in connection with the completion of vesting of a previous grant, or, at the recommendation of the Chief Executive Officer, taking into account the officer’s performance and contribution, retention concerns, and stock ownership, market information for our peer group, and the value of existing equity incentives. In addition, grants to all employees other than the Chief Executive Officer are made pursuant to a program approved by the Compensation Committee on February 27, 2007, which the Compensation Committee has amended and may continue to amend from time to time, which currently provides that each such employee will receive a grant of restricted stock units once per year with the amount to be determined based upon the level of the employee on the Company’s organizational chart, such amount to be determined by reference to a dollar value.

Tax and Accounting Considerations

Section 162(m). Section 162(m) of the Internal Revenue Code, or the Code, limits the deductibility of compensation paid to the most highly compensated executive officers of U.S. public companies to $1,000,000 per year unless the compensation qualifies as performance-based. The Compensation Committee’s policy is to take into account Section 162(m) in establishing compensation of our executives. However, the deductibility of some types of compensation payments can depend upon the timing of the vesting or an executive’s exercise of previously granted awards. Interpretations of and changes in applicable tax laws and regulations, as well as other factors beyond our control, can also affect deductibility of compensation. For these and other reasons, the committee has determined that it will not necessarily seek to limit executive compensation to the amount that is deductible under Section 162(m) of the Code. In 2006, the Section 162(m) limitation had no impact on our after-tax compensation expense. We will continue to monitor developments and assess alternatives for preserving the deductibility of compensation payments and benefits to the extent reasonably practicable, consistent with our compensation policies and what we believe is in the best interests of our stockholders.

Section 409A. On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to nonqualified deferred compensation arrangements. Section 409A of the Code affects the payments of certain types of deferred compensation to employees and directors. We believe that we are operating in good faith compliance with Section 409A of the Code and Internal Revenue Service guidance thereunder.

Accounting for Stock-Based Compensation. In December 2004, the Financial Accounting Standards Board issued SFAS No. 123R, Share-Based Payment, which requires companies to expense the fair value of employee

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stock options and other forms of share-based compensation. Effective January 1, 2006, we adopted SFAS No. 123R. SFAS No. 123R requires nonpublic companies that used the minimum value method in SFAS No. 123 for either recognition or pro forma disclosures to apply SFAS No. 123R using the prospective-transition method. As such, we will continue to apply APB 25 in future periods to equity awards outstanding at the date of our adoption of SFAS No. 123R that were measured using the minimum value method. In accordance with this standard, the prior period pro forma stock information has not been restated. In accordance with SFAS No. 123R, we will recognize the compensation cost of share-based awards on a straight-line basis over the vesting period of the award.

Financial Statement Restatements. We have not adopted a policy regarding the recovery of performance-based awards in the event of a financial statement restatement beyond the requirements of Section 302 of the Sarbanes-Oxley Act of 2002. That statute provides that, in the event that a U.S. public company is required to prepare an accounting restatement due to the material noncompliance of the Company, as a result of misconduct, with any financial reporting requirement under the securities laws, the Chief Executive Officer and Chief Financial Officer must reimburse the Company for (1) any bonus or other incentive-based or equity-based compensation received by that person from the Company during the twelve-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and (2) any profits realized from the sale of securities of the Company during that twelve-month period. There were no financial statement restatements in either 2006 or 2007.

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Summary Compensation. The following table sets forth summary information concerning the compensation paid or earned for services rendered to the Company in all capacities during the fiscal year ended December 31, 2007,2008, to the Company’s Chief Executive Officer, Chief Financial Officer, and each of the other three most highly compensated persons serving as executive officers of the Company during fiscal year 20072008 who received total compensation during that year in excess of $100,000 (collectively, the “Named Executive Officers” or “NEOs”).

Summary Compensation Table (1)

3017

The restricted stock units granted on December 22, 2006, are subject to vesting at a rate of 1/3 on the first anniversary of the grant date and the remainder vesting annually at a rate of 1/3 per year; all other restricted stock units granted are subject to vesting at a rate of 20% on the first anniversary of the grant date and the remainder vesting annually at a rate of 20% per year. At December 31, 2007, there was approximately $160,059 of unamortized stock-based compensation expense for the above awards, excluding our estimate of forfeitures, which will be amortized over the remaining vesting periods of the awards.

The option award is subject to vesting at the rate of 20% on the first anniversary of the grant date and the remainder vesting annually at a rate of 20% per year. At December 31, 2007, there was approximately $67,754 of unamortized stock-based compensation expense for this award, excluding our estimate of forfeitures, which will be amortized over the remaining vesting period of the award.

The restricted stock units granted on December 22, 2006, are subject to vesting at a rate of 1/3 on the first anniversary of the grant date and the remainder vesting annually at a rate of 1/3 per year; the restricted stock units granted on July 18, 2007, are subject to vesting at a rate of 20% on the first anniversary of the grant date and the remainder vesting annually at a rate of 20% per year. At December 31, 2007, there was approximately $85,410 of unamortized stock-based compensation expense for the above awards, excluding our estimate of forfeitures, which will be amortized over the remaining vesting periods of the awards.

The option award is subject to vesting at the rate of 20% on the first anniversary of the grant date and the remainder vesting annually at a rate of 20% per year. At December 31, 2007, there was approximately $67,754 of unamortized stock-based compensation expense for this award, excluding our estimate of forfeitures, which will be amortized over the remaining vesting period of the award.

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The restricted stock units granted on December 22, 2006, are subject to vesting at a rate of 1/3 on the first anniversary of the grant date and the remainder vesting annually at a rate of 1/3 per year; all other restricted stock units granted are subject to vesting at a rate of 20% on the first anniversary of the grant date and the remainder vesting annually at a rate of 20% per year. At December 31, 2007, there was approximately $90,393 of unamortized stock-based compensation expense for the above awards, excluding our estimate of forfeitures, which will be amortized over the remaining vesting periods of the awards.

The option award is subject to vesting at the rate of 20% on the first anniversary of the grant date and the remainder vesting annually at a rate of 20% per year. At December 31, 2007, there was approximately $9,797 of unamortized stock-based compensation expense for this award, excluding our estimate of forfeitures, which will be amortized over the remaining vesting period of the award.

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The restricted stock units granted on December 22, 2006, are subject to vesting at a rate of 1/3 on the first anniversary of the grant date and the remainder vesting annually at a rate of 1/3 per year; all other restricted stock units granted are subject to vesting at a rate of 20% on the first anniversary of the grant date and the remainder vesting annually at a rate of 20% per year. At December 31, 2007, there In 2008, $414,368 was approximately $142,794 of unamortized stock-based compensation expense for the above awards, excluding our estimate of forfeitures, which will be amortized over the remaining vesting periods of the awards.

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Grants of Plan-Based Awards. The following table sets forth information concerning the terms of grants of Common Stock, stock options, and restricted stock units made to each of the NEOs during the fiscal year ended December 31, 2007, pursuant to the Company’s 2006 Stock Option and Incentive Plan.

Grants of Plan-Based Awards (1)

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Discussion of Summary Compensation Table

The compensation paid to the Named Executive Officers includes salary, cash incentive compensation and equity incentive compensation. The terms of employment agreements that we have entered into with our Named Executive Officers are described below under “Employment Agreements and Potential Payments upon Termination or Change-in-Control.”

Cash Compensation

We pay our executive officers a base salary, which our Compensation Committee reviews and determines annually. In 2008, we increased the base salaries of our Named Executive Officers as follows: Mr. LeMaitre’s base salary increased from $270,000 to $280,000 per year, Mr. Pellegrino’s base salary increased from $212,500 to $224,000 per year, Mr. Roberts’ base salary increased from $236,000 to $247,500 per year and Mr. Kamke’s base salary increased from $155,000 to $162,500 per year. The base salaries of our Named Executive Officers, excluding Mr. LeMaitre, reflected a 5% increase over 2007. Mr. LeMaitre’s base salary reflected a 4% increase in 2008 over 2007. On October 1, 2009 Mr. Gebauer signed a new employment agreement which increased his annual base salary to €220,000.

Bonus Payments

The established targets for annual bonus payments for each of our Named Executive Officers for 2008 were as follows: Mr. LeMaitre—43% of base salary; Mr. Pellegrino—27% of base salary; Mr. Roberts—35% of base salary; Mr. Gebauer—29% of base salary; and Mr. Kamke—33% of base salary. During the course of 2008, the Compensation Committee increased the amounts for Mr. LeMaitre and Mr. Roberts to 50% and 40%, respectively. Subsequently Mr. LeMaitre voluntarily forfeited his all of his annual bonus compensation for 2008 and all other Named Executive Officers voluntarily forfeited 20% of their annual bonus compensation for 2008 in order to assist the Company in meeting its 2008 financial objectives. On October 1, 2009 Mr. Gebauer signed a new employment agreement which increased his 2008 bonus potential to €63,593 prior to the voluntary forfeiture.

Bonus payments made reflect the Compensation Committee’s determination that individual performance targets established under our Management Incentive Compensation Plan were achieved, and are reflected in the Summary Compensation Table as Non-Equity Incentive Plan Compensation, except that the Compensation Committee authorized certain modest discretionary bonuses to Messrs. Pellegrino, Gebauer and Kamke, which amounts are reflected in the Summary Compensation Table as Bonus Compensation.

Mr. LeMaitre’s Non-Equity Incentive Plan Compensation for 2008 would have approximated $115,000. The amount of forfeited compensation for each of Messrs. Pellegrino, Roberts, Gebauer and Kamke equaled $13,150, $17,921, $20,094 (denominated in Euro and translated to dollars based upon the exchange rate for € to U.S.$ as of December 31, 2008, which was 1.4097), and $10,540, respectively.

In addition, Messrs. Pellegrino, Roberts, Gebauer and Kamke were also eligible in 2008 to receive separate and additional quarterly cash and equity bonus payments upon the achievement of quarterly performance targets selected once per quarter by Mr. LeMaitre and approved by the Compensation Committee, the cash portion of which payments are reflected in the Summary Compensation Table as Non-Equity Incentive Plan Compensation. Messrs. Roberts and Gebauer each achieved two of these performance targets and Mr. Kamke achieved one of these targets.

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Long-Term Incentive Compensation

The Compensation Committee makes regular annual equity grants to our executive officers based on the level of the executive officer on the Company’s organizational chart. In 2008, all Named Executive Officers received a grant of either stock options, in the case of Messrs. LeMaitre and Roberts, or restricted stock units, in the case of the other NEOs, with fair market values at the time of grant intended by the Compensation Committee to approximate the following amounts:

These equity grants vest in equal annual installments over a period of five years, subject to continued employment. Messrs. Roberts and Gebauer each received two awards of 1,000 restricted stock units and Mr. Kamke received one award of 1,000 restricted stock units as a result of achieving quarterly performance targets, which awards also vest in equal annual installments over a period of five years, subject to continued employment.

Perquisites

We provide certain other perquisites to Mr. Gebauer, our President, International Operations, who is an American citizen living overseas. In 2008, he was provided with a car allowance, private health insurance (as Mr. Gebauer is not eligible for participation in the German public health insurance system), airfare for a family trip to the United States, and reimbursement of expenses relating to personal tax preparation and advice. We also provide Mr. Gebauer with a tax equalization payment that is designed to reimburse him for any additional taxes that he pays as a result of his residence in Germany while employed by us.

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Outstanding Equity Awards at Fiscal Year-End (1)

Option Exercises and Unexercised Option Holdings. The following table sets forth certain information regarding the number and value of exercisable options by each of the NEOsNamed Executive Officers as of December 31, 2007,2008, and the number and value of unexercised options held by each of the NEOsNamed Executive Officers as of December 31, 2007.

Outstanding Equity Awards at Fiscal Year-End (1)2008.

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Option Exercises and Stock Vested

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Pension Benefits

None of our NEOs participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by the Company at December 31, 2007,Employment Agreements and as a result, there is not a pension benefits table included in this proxy statement.

Nonqualified Deferred Compensation

None of our NEOs participate in or have account balances in non-qualified defined contribution plans maintained by the Company at December 31, 2007, and, as a result, there is not a nonqualified deferred compensation table included in this proxy statement.

Potential Payments Uponupon Termination or Change-in-Control

The following summaries set forth potential payments payable to our executive officers under their currentEmployment Agreements.We have employment agreements with Messrs. LeMaitre, Roberts, Gebauer and our other compensation programs as at December 31, 2007, upon termination of employment or a change in control of us. The compensation committee may in its discretion revise, amend, or add to the benefits if it deems advisable.Pellegrino:

George W. LeMaitre.LeMaitre

Pursuant to the terms of his employment agreement, dated October 10, 2005, if Mr. LeMaitre terminates his employment for good reason, as defined in the agreement, or if we terminate his employment without cause, as defined in the agreement, he is entitled to a lump sum payment equivalent to two weeks of his then-current base salary for each completed twelve-month period of service as of the date of termination, but in no event to exceed 52 weeks of such base salary.

David B. Roberts.Roberts

Pursuant to the terms of his employment agreement, dated June 20, 2006, if we terminate Mr. Roberts’ employment without cause, as defined in the agreement, he is entitled to a lump sum payment equivalent to four weeks of his then-current base salary for each completed twelve-month period of service as of the date of termination, but in no event to exceed 52 weeks of such base salary.

Peter R. Gebauer.Gebauer

Pursuant to the terms of his employment agreement, dated September 12, 2003, weOctober 1, 2008, Mr. Gebauer is entitled to receive a minimum annual base salary of €220,000 through December 31, 2009, after which his compensation will be subject to annual adjustment, and is eligible for an annual cash performance bonus of up to not less than €72,978, upon the achievement of performance objectives approved by our Compensation Committee. Additionally, Mr. Gebauer is entitled to receive quarterly tax equalization payments with respect to his base salary and cash performance bonus in order to provide Mr. Gebauer, on an after-tax basis, with a net amount approximate to that he would receive were he working in Massachusetts, where our headquarters is located.

We may terminate Mr. Gebauer’s employment for death disability, breach of the agreement, or good cause, each as defined in the employment agreement. We may also terminate Mr. Gebauer’s employment for any reason upon ten daysthe minimum amount of prior written notice to Mr. Gebauer,required by German law, provided that wethe Company pay him a lump sum payment equal to 13.5 months minus the duration of $90,000, unless such termination is pursuant to the sale of all or substantially all of our assets, in which case the lump sum severance payment would be the equivalentapplicable notice period of Mr. Gebauer’s then-current base salary.salary, a lump sum payment equal to the pro rata amount of Mr. Gebauer’s annual cash performance bonus becomes vestedas per the day on which notice of termination is received, a tax equalization payment for all base salary and payable on December 31 each yearcash performance bonus received by Mr. Gebauer through the date of termination notice, and thus if he is terminated, voluntarily or involuntarily, on or after December 31a continuation of private health insurance for a given year, but prior to paymentperiod of 7.5 months minus the duration of the annual cash bonus with respectapplicable notice period. Additionally, upon any termination of Mr. Gebauer, we must reimburse him up to such year,$74,800 of costs that he incurs in relocating back to the continental United States.

In addition, Mr. Gebauer is entitled to receive payment of his annual cash bonus for such year following any such termination. If Mr. Gebauer is terminated, voluntarily or involuntarily, priorequity awards with respect to the our Common Stock, vesting of his annual cash bonus, then he is not entitledover five-year periods, with a fair value approximating €74,745, subject to receive payment of his annual cash bonus. Additionally, if Mr. Gebauer is terminated, voluntarily or involuntarily, all expenses incurredadjustment by himour Compensation Committee in connection with his relocation back to the U.S. shall be reimbursed up to an amount equal to $74,800.its reasonable discretion.

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Joseph P. Pellegrino, Jr.

Pursuant to the terms of his employment agreement, dated April 20, 2006, either we or Mr. Pellegrino may terminate his employment at any time. If we terminate his employment without cause, as defined in the agreement, he is entitled to a lump sum payment equal to (i) the greater of $50,000 or the equivalent of two weeks of base salary per each completed twelve-month period of service as of the date of termination if the

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termination occurs prior to December 11, 2009, or (ii) the greater of $100,000 or the equivalent of two weeks of base salary per each completed twelve-month period of service as of the date of termination if the termination occurs on or after December 11, 2009.

Kevin D. Kelly.Pursuant to the terms of his employment agreement, dated May 23, 2005, either we or Mr. Kelly were able to terminate his employment at any time. If Mr. Kelly had terminated his employment for good reason, as defined in the agreement, or we had terminated his employment without cause, as defined in the agreement, he would have been entitled to a lump-sum payment equivalent to six months of his base salary asAll of the date of termination. Mr. Kelly resigned from his positionforegoing employment agreements were amended prior to December 31, 2008 to comply with the Company on April 4,requirements of Section 409A of the Internal Revenue Code of 1986.

Potential Payments upon Termination or Change-in-Control. The following tables set forth potential payments payable to our Named Executive Officers under their current employment agreements and our other compensation programs as at December 31, 2008, without providing notice of good reason, as that term is defined in his employment agreement, for his departure.