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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by a Party other than the Registrant o | |
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Laserscope
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1. To elect the following directors to serve for the ensuing year and until their successors are elected: James R. Baumgardt, Robert C. Pearson, Rodney Perkins, M.D., Robert J. Pressley, Ph.D. and Eric M. Reuter. | |
2. To authorize an amendment to the Company’s 2004 Stock Option Plan to increase the number of shares of Common Stock reserved for issuance thereunder by 450,000 shares; | |
3. To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2005; and | |
4. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
BY ORDER OF THE BOARD OF DIRECTORS | |
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Dennis LaLumandiere | |
Secretary |
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Director | ||||||||||
Name of Nominee | Age | Principal Occupation | Since | |||||||
Robert J. Pressley, Ph.D. | 73 | Technology consultant | 1984 | |||||||
James R. Baumgardt | 57 | President, Guidant Foundation | 2001 | |||||||
Robert C. Pearson | 69 | Senior Vice President, Renaissance Capital Group, Inc. | 2002 | |||||||
Rodney Perkins, MD | 68 | Founder and Chairman, Sound ID | 1984 | |||||||
Eric M. Reuter | 44 | President and Chief Executive Officer of the Company | 1999 |
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Shareholder Nominees |
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Laserscope | |
Attention: Chief Financial Officer | |
3070 Orchard Drive | |
San Jose, California 95134-2011 |
Director Qualifications |
Identifying and Evaluating Nominees for Directors |
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(a) | Exercise of the Option. |
(b) | Exercise Price. |
(c) | Termination of Employment or Service. |
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(d) | Option Term. |
(e) | Options Not Transferable. |
(f) | Sale of Assets or Merger; Dissolution or Liquidation. |
(g) | Other Provisions. |
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Shares Beneficially | |||||||||
Owned(1) | |||||||||
Percent | |||||||||
Number(2) | of Total | ||||||||
Arbor Capital Management LLC | 1,256,400 | 5.7 | % | ||||||
One Financial Plaza 120 South Sixth Street, Suite 1000 Minneapolis, MN 55402 | |||||||||
St. Denis Villere & Co. LLC | 1,119,800 | 5.1 | % | ||||||
210 Baronne Street, Suite 808 New Orleans, LA 70112 | |||||||||
Ken Arnold | 32,064 | * | |||||||
James R. Baumgardt | 41,600 | * | |||||||
Van A. Frazier | 11,335 | * | |||||||
Peter Hadrovic | — | * | |||||||
William Kelley | 697 | * | |||||||
Dennis LaLumandiere | 79,508 | * | |||||||
Robert Mann | 37,736 | * | |||||||
Robert L. Mathews | 12,915 | * | |||||||
Kester Nahen, Ph.D. | 29,049 | * | |||||||
Robert C. Pearson(3) | 1,671,500 | 7.7 | % | ||||||
Rodney Perkins, M.D. | — | * | |||||||
Robert J. Pressley, Ph.D. | 86,016 | * | |||||||
Eric M. Reuter | 219,435 | 1.0 | % | ||||||
All directors and executive officers as a group (13 persons) | 2,241,855 | 10.0 | % |
* | Less than 1%. |
(1) | Unless otherwise indicated, the address of each individual named above is: c/o Laserscope, 3070 Orchard Drive, San Jose, California 95134-2011. |
(2) | Includes with respect to each named person and with respect to all directors and executive officers as a group the following shares subject to options exercisable within 60 days of March 31, 2005: Mr. Arnold — 23,742; Mr. Baumgardt — 40,000; Mr. Frazier — 7,572; Mr. LaLumandiere — 28,977; Mr. Mann — 37,560; Mr. Mathews — 12,915; Dr. Nahen — 26,453; Mr. Pearson — 60,000; Dr. Pressley — 65,000; Mr. Reuter — 38,750. |
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(3) | Includes 431,500 shares held by BFS US Special Opportunities trust PLC; 600,000 shares held by Renaissance Capital Growth and Income Fund III, Inc.; and 600,000 shares held by Renaissance US Growth Investment Trust PLC. Mr. Pearson is an executive officer of Renaissance Capital Group, Inc., which is the Investment Adviser to BFS US Special Opportunities Trust PLC, Renaissance Capital Growth and Income Fund III, Inc. and Renaissance US Growth Investment Trust PLC and may therefore be deemed the beneficial owner of such securities. Mr. Pearson disclaims beneficial ownership of such securities, except to the extent of his pecuniary interest therein. |
1. Pay for Performance — Rewarding individual executives for their individual performance as well as for the overall performance of the Company. | |
2. Competitive Environment — Attracting and retaining talented individuals requires the Company to maintain compensation levels and programs that are competitive in the relevant employment market. | |
3. Shareholder Return — Ultimately, management’s responsibility is to generate a return for the Company’s shareholders by growing both the size and the profitability of the Company. Executive compensation programs must align management’s interests with those of the Company’s shareholders. |
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HUMAN RESOURCES COMMITTEE | |
James R. Baumgardt (Chairman) | |
Robert J. Pressley, Ph.D. |
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AUDIT COMMITTEE | |
Robert C. Pearson (Chairman) | |
Robert J. Pressley, Ph.D. | |
James R. Baumgardt |
2004 | 2003 | |||||||
(In $000’s) | ||||||||
Audit | $ | 907 | $ | 228 | ||||
Audit Related | — | 12 | ||||||
Tax | 116 | 72 | ||||||
All Other | 2 | — | ||||||
Total | $ | 1,025 | $ | 312 | ||||
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Measurement Period (Fiscal Year Covered) | 12/31/99 | 12/31/00 | 12/31/01 | 12/31/02 | 12/29/03 | 12/31/04 | |||||||||||||||||||||||||
CRSP Nasdaq Index (U.S.) | 100 | 60 | 48 | 33 | 49 | 54 | |||||||||||||||||||||||||
Laserscope (LSCP) | 100 | 112 | 258 | 464 | 1,607 | 3,702 | |||||||||||||||||||||||||
MG Medical Appliances/ Equipment Index | 100 | 144 | 137 | 130 | 166 | 188 | |||||||||||||||||||||||||
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Long-Term | |||||||||||||||||||||
Compensation | |||||||||||||||||||||
Awards | |||||||||||||||||||||
Securities | |||||||||||||||||||||
Annual Compensation | Underlying | ||||||||||||||||||||
Option/SARS | All Other | ||||||||||||||||||||
Name and Principal Position | Year | Salary(1) | Bonus(2)(3) | (Shares)(4) | Compensation | ||||||||||||||||
Eric M. Reuter | 2004 | $ | 280,000 | $ | 276,244 | 20,000 | $ | 13,979 | (5) | ||||||||||||
President and | 2003 | $ | 280,000 | — | — | $ | 14,130 | (5) | |||||||||||||
Chief Executive Officer | 2002 | $ | 225,000 | — | 50,000 | $ | 13,051 | (5) | |||||||||||||
Robert Mann | 2004 | $ | 159,050 | $ | 186,214 | 10,000 | $ | 11,484 | (6) | ||||||||||||
Group Vice President, | 2003 | $ | 159,050 | $ | 58,400 | 35,000 | $ | 11,760 | (6) | ||||||||||||
Global Sales and Marketing | 2002 | $ | 133,115 | — | 18,000 | $ | 10,685 | (6) | |||||||||||||
Robert L. Mathews | 2004 | $ | 187,050 | $ | 145,995 | 10,000 | $ | 12,652 | (7) | ||||||||||||
Group Vice President, Operations and | 2003 | $ | 187,050 | — | — | $ | 13,269 | (7) | |||||||||||||
Product Development | 2002 | $ | 170,000 | — | 23,000 | $ | 12,112 | (7) | |||||||||||||
William Kelley(10) | 2004 | $ | 150,000 | $ | 185,622 | 10,000 | $ | 10,679 | (8) | ||||||||||||
Vice President, International Sales | 2003 | $ | 21,278 | — | 50,000 | $ | 1,145 | (8) | |||||||||||||
2002 | — | — | — | — | |||||||||||||||||
Dennis LaLumandiere | 2004 | $ | 189,800 | $ | 149,222 | 10,000 | $ | 13,404 | (9) | ||||||||||||
Vice President, Finance, Chief | 2003 | $ | 189,800 | — | 8,000 | $ | 14,178 | (9) | |||||||||||||
Financial Officer and Secretary | 2002 | $ | 165,000 | — | 28,000 | $ | 13,087 | (9) |
(1) | Includes amounts deferred under the Company’s 401(k) plan. |
(2) | Includes bonuses earned in the indicated fiscal year and paid in the subsequent fiscal year. Excludes bonuses paid in the indicated fiscal year but earned in the preceding fiscal year. |
(3) | Executive officers are entitled to discretionary bonuses based on individual and corporate performance. These bonuses are determined by the Board of Directors based on the recommendation of the Human Resources Committee. |
(4) | Options granted in 2004 to employees (including officers of the Company) have 10-year terms. Options granted to employees (including officers of the Company) in 2002 and 2003 have 5-year terms. Options granted in 2002, 2003 and 2004 to officers of the Company and new employees generally become exercisable cumulatively at the rate of 12.5% of the total six months after the vesting commencement date (date of grant for officers), and 1/48 of the shares subject to the option in equal monthly installments thereafter. Options granted in 2002, 2003 and 2004 to existing employees (excluding officers) generally become exercisable cumulatively at the rate of 1/48 of the shares subject to the option in equal monthly installments following their respective grant date. All unvested options are subject to earlier termination in the event of the termination of the participant’s employment with the Company. All options were granted at market value on the date of grant. In the event that certain change in control events were to occur, the options would be assumed or equivalent options substituted by a successor corporation, unless the Board of Directors determined that the options should become immediately exercisable. The exercise price may be paid, subject to certain conditions, by delivery of already owned shares or with the proceeds from the sale of the option shares. In addition, the Management Continuity Agreements entered into between the Company and each of its executive officers may affect the vesting and manner of exercise of options granted by the Company to these individuals. See “Transactions with Management and Others.” |
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(5) | For 2004, consists of $5,125 in matching contributions pursuant to the Company’s 401(k) benefit plan, $480 in life insurance premiums paid by the Company for the benefit of Mr. Reuter, $1,174 in disability insurance premiums paid by the Company for the benefit of Mr. Reuter and $7,200 for a car allowance paid to Mr. Reuter. For 2003, consists of $5,000 in matching contributions pursuant to the Company’s 401(k) benefit plan, $480 in life insurance premiums paid by the Company for the benefit of Mr. Reuter, $1,173 in disability insurance premiums paid by the Company for the benefit of Mr. Reuter and $7,477 for a car allowance paid to Mr. Reuter. For 2002, consists of $4,250 in matching contributions pursuant to the Company’s 401(k) benefit plan, $435 in life insurance premiums paid by the Company for the benefit of Mr. Reuter, $1,166 in disability insurance premiums paid by the Company for the benefit of Mr. Reuter and $7,200 for a car allowance paid to Mr. Reuter. |
(6) | For 2004, consists of $4,113 in matching contributions pursuant to the Company’s 401(k) benefit plan, $171 in life insurance premiums paid by the Company for the benefit of Mr. Mann and $7,200 for a car allowance paid to Mr. Mann. For 2003, consists of $4,113 in matching contributions pursuant to the Company’s 401(k) benefit plan, $170 in life insurance premiums paid by the Company for the benefit of Mr. Mann and $7,477 for a car allowance paid to Mr. Mann. For 2002, consists of $3,328 in matching contributions pursuant to the Company’s 401(k) benefit plan, $157 in life insurance premiums paid by the Company for the benefit of Mr. Mann and $7,200 for a car allowance paid to Mr. Mann. |
(7) | For 2004, consists of $3,956 in matching contributions pursuant to the Company’s 401(k) benefit plan, $1,496 in life insurance premiums paid by the Company for the benefit of Mr. Mathews and $7,200 for a car allowance paid to Mr. Mathews. For 2003, consists of $4,296 in matching contributions pursuant to the Company’s 401(k) benefit plan, $1,496 in life insurance premiums paid by the Company for the benefit of Mr. Mathews and $7,477 for a car allowance paid to Mr. Mathews. For 2002, consists of $3,760 in matching contributions pursuant to the Company’s 401(k) benefit plan, $1,152 in life insurance premiums paid by the Company for the benefit of Mr. Mathews and $7,200 for a car allowance paid to Mr. Mathews. |
(8) | For 2004, consists of $3,029 in matching contributions pursuant to the Company’s 401(k) benefit plan, $450 in life insurance premiums paid by the Company for the benefit of Mr. Kelley and $7,200 for a car allowance paid to Mr. Kelley. For 2003, consists of $37 in life insurance premiums paid by the Company for the benefit of Mr. Kelley and $1,108 for a car allowance paid to Mr. Kelley. |
(9) | For 2004, consists of $3,831 in matching contributions pursuant to the Company’s 401(k) benefit plan, $773 in life insurance premiums paid by the Company for the benefit of Mr. LaLumandiere, $1,600 in disability insurance premiums paid by the Company for the benefit of Mr. LaLumandiere and $7,200 for a car allowance paid to Mr. LaLumandiere. For 2003, consists of $4,350 in matching contributions pursuant to the Company’s 401(k) benefit plan, $751 in life insurance premiums paid by the Company for the benefit of Mr. LaLumandiere, $1,600 in disability insurance premiums paid by the Company for the benefit of Mr. LaLumandiere and $7,477 for a car allowance paid to Mr. LaLumandiere. For 2002, consists of $3,808 in matching contributions pursuant to the Company’s 401(k) benefit plan, $490 in life insurance premiums paid by the Company for the benefit of Mr. LaLumandiere, $1,589 in disability insurance premiums paid by the Company for the benefit of Mr. LaLumandiere and $7,200 for a car allowance paid to Mr. LaLumandiere. |
(10) | Mr. Kelley joined the Company in December 2003 and resigned in December 2004. |
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Individual Grants | Potential Realizable | |||||||||||||||||||||||
Value at Assumed | ||||||||||||||||||||||||
% of Total | Annual Rates of | |||||||||||||||||||||||
Number of | Options | Stock Price | ||||||||||||||||||||||
Securities | Granted to | Appreciation for | ||||||||||||||||||||||
Underlying | Employees | Exercise or | Option Term(2) | |||||||||||||||||||||
Options/SARs | in Fiscal | Base Price | Expiration | |||||||||||||||||||||
Name | Granted(1) | Year | (per Share) | Date | 5% | 10% | ||||||||||||||||||
Eric M. Reuter | 20,000 | (3) | 6.7% | $ | 21.33 | 9/10/14 | $ | 268,300 | $ | 679,900 | ||||||||||||||
Robert Mann | 10,000 | (3) | 3.3% | $ | 21.33 | 9/10/14 | $ | 134,100 | $ | 339,900 | ||||||||||||||
Robert L. Mathews | 10,000 | (3) | 3.3% | $ | 21.33 | 9/10/14 | $ | 134,100 | $ | 339,900 | ||||||||||||||
William Kelley | 10,000 | (3) | 3.3% | $ | 21.33 | 9/10/14 | $ | 134,100 | $ | 339,900 | ||||||||||||||
Dennis LaLumandiere | 10,000 | (3) | 3.3% | $ | 21.33 | 9/10/14 | $ | 134,100 | $ | 339,900 |
(1) | For a description of the material terms of the options, see footnote 4 of the Summary Compensation Table. |
(2) | Gains are reported net of the option exercise price but before taxes associated with exercise. The assumed 5% and 10% rates of stock price appreciation are provided in accordance with rules of the Securities and Exchange Commission and do not represent our estimate or projection of the future price of our common stock. We do not endorse the accuracy of this model, or any other model, for valuing options. Actual gains, if any, on stock option exercises are dependent on the future performance of our common stock, overall market conditions, and the option holders’ continued employment through the vesting period. The potential realizable value calculation assumes that the option holder waits until the end of the option term to exercise the option. This table does not take into account any appreciation in the price of our common stock from the date of grant to the current date. Unless the market price of our common stock appreciates over the option term, no value will be realized from the option grants made to the named officers. |
(3) | Options listed were granted on September 14, 2004. |
Number of Securities | Value of Unexercised | |||||||||||||||
Underlying Unexercised | In-the-Money | |||||||||||||||
Shares | Options at 12/31/04: | Options(1) at 12/31/04: | ||||||||||||||
Acquired on | Value | |||||||||||||||
Name | Exercise | Realized | (Exercisable/Unexercisable) | (Exercisable/Unexercisable) | ||||||||||||
Eric M. Reuter | 414,997 | $ | 10,542,091 | 22,398/47,605 | $ | 741,200/$1,177,900 | ||||||||||
Robert Mann | 26,041 | $ | 663,730 | 25,582/48,877 | $ | 760,900/$1,298,100 | ||||||||||
Robert L. Mathews | 182,262 | $ | 4,463,933 | 6,249/22,939 | $ | 207,800/$566,200 | ||||||||||
William Kelley | — | — | 12,500/— | $ | 243,600/ — | |||||||||||
Dennis LaLumandiere | 101,960 | $ | 2,889,901 | 20,957/29,731 | $ | 648,100/$749,600 |
(1) | Based on the closing price of the Company’s Common Stock of $35.91 per share as reported on The Nasdaq National Market on December 31, 2004. |
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Number of Securities | ||||||||||||
Remaining Available | ||||||||||||
Number of Securities to | Weighted-Averaged | for Future Issuance | ||||||||||
be Issued Upon Exercise | Exercise Price of | Under Equity Plans | ||||||||||
of Outstanding Options, | Outstanding Options, | (Excluding Securities | ||||||||||
Equity Compensation Plan Category | Warrants & Rights | Warrants and Rights | Reflected in Column (a)) | |||||||||
(a) | (b) | (c) | ||||||||||
Equity Compensation Plans approved by security holders | 1,285,023 | $ | 9.83 | 528,516 | (1) | |||||||
Equity Compensation Plans not approved by security holders | 172,470 | $ | 6.54 | 8,022 | ||||||||
Total | 1,457,493 | $ | 9.44 | 536,538 | (1) |
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BY ORDER OF THE BOARD OF DIRECTORS | |
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Dennis LaLumandiere | |
Secretary |
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(a) “Administrator”shall mean the Board or any of its Committees appointed pursuant to Section 4 of the Plan. | |
(b) “Board”shall mean the Board of Directors of the Company. | |
(c) “Code”shall mean the Internal Revenue Code of 1986, as amended. | |
(d) “Committee”shall mean a committee appointed by the Board in accordance with Section 4(a) below, if one is appointed. | |
(e) “Common Stock”shall mean the common stock of the Company and any other securities into which such stock is changed, for which such stock is exchanged or which may be issued in respect thereof. | |
(f) “Company”shall mean Laserscope, a California corporation. | |
(g) “Consultant”shall mean any person who is engaged by the Company or any Parent or Subsidiary to render consulting services and is compensated for such consulting services. | |
(h) “Continuous Status as an Employee, Director or Consultant”shall mean the absence of any interruption or termination of service as an Employee, Director or Consultant. A person’s Continuous Status as an Employee, Director or Consultant shall not be considered interrupted or terminated in the case of sick leave, military leave, or any other bona fide leave of absence. An Employee’s Continuous Status as an Employee, Director or Consultant terminates in any event when the approved leave ends unless he or she immediately returns to active work. For purposes of this Plan, a change in status among Employee, Director or Consultant will not constitute an interruption or termination of service as an Employee, Director or Consultant. | |
(i) “Director”shall mean a member of the Board whether compensated or not and any director of a Parent or Subsidiary who is compensated (other than only paid a director’s fee) for his or her services. | |
(j) “Employee”shall mean any person who is a common-law employee of the Company or any Parent or Subsidiary of the Company. The payment of a director’s fee by the Company or any Parent or Subsidiary shall not be sufficient to constitute “employment” for purposes of this definition. | |
(k) “Exchange Act”shall mean the Securities Exchange Act of 1934, as amended. | |
(l) “Fair Market Value” means, as of any date, the value of Common Stock determined as follows: |
(i) If the Common Stock is listed on any established stock exchange or a national market system (including without limitation the National Market System of the National Association of Securities Dealers, Inc. Automated Quotation (“NASDAQ”) System) or is a NASDAQ small-cap issue, its Fair Market Value shall be the closing price for such stock reported by the applicable composite transactions report for such exchange or quoted on such system for the applicable date, as |
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such price is reported inThe Wall Street Journal or such other source as the Administrator deems reliable; | |
(ii) If the Common Stock is traded over-the-counter on the date in question but is not a NASDAQ national market or small-cap issue, then its Fair Market Value shall be the mean between the last reported representative bid and asked prices for the Common Stock quoted by the applicable trading market for the applicable date or; | |
(iii) If none of the foregoing provisions is applicable, then Fair Market Value shall be determined in good faith by the Administrator. |
(m) “Incentive Stock Option”shall mean an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code. | |
(n) “Nonstatutory Stock Option”shall mean an Option not intended to qualify as an Incentive Stock Option. | |
(o) “Option”shall mean a stock option granted pursuant to the Plan. | |
(p) “Optioned Stock”shall mean the Shares subject to an Option. | |
(q) “Optionee”shall mean an Employee, Director or Consultant who receives an Option. | |
(r) “Parent”shall mean a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code. | |
(s) “Plan”shall mean this 1994 Stock Option Plan, as amended and restated on March 4, 2005. | |
(t) “Rule 16b-3”shall mean Rule 16b-3 promulgated under the Exchange Act as the same may be amended from time to time, or any successor provision. | |
(u) “Share”shall mean a share of the Common Stock. | |
(v) “Subsidiary”shall mean a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code. |
(a) Composition of Administrator. |
(i) Multiple Administrative Bodies. To the extent permitted by applicable law and subject to the provisions of this Section 4, the Plan shall be administered by the Board and/or one or more Committees appointed by the Board. | |
(ii) Section 16 and Section 162(m) Persons. With respect to persons subject to Section 16 of the Exchange Act, the Administrator shall be either (A) the Board or (B) a Committee consisting of solely two (2) or more directors of the Board each of whom shall be a “non-employee director” within the meaning of Rule 16b-3 (or its successor) under the Exchange Act; provided, that, to the extent necessary for any Option intended to qualify as performance-based compensation under Section 162(m) of the Code to so qualify, such award shall be administered by solely two (2) or more directors of the Board each of whom shall be an “outside director” within the meaning of Section 162(m) of the Code. |
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(iii) Administration with Respect to Other Persons. Except as required by subsection (ii) of this Section 4, the Plan shall be administered by (A) the Board or (B) a Committee appointed by the Board, which Committee shall be constituted of two or more directors of the Board (or otherwise in such a manner as permitted or required by applicable law). | |
(iv) General. Once a Committee has been appointed pursuant to subsection (ii) or (iii) of this Section 4(a), such Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and remove all members of a Committee and thereafter directly administer the Plan, all to the extent permitted by applicable law and, in the case of a Committee appointed under subsection (ii), to the extent consistent with subsection (ii). |
(b) Powers of the Administrator. Subject to the provisions of the Plan and in the case of a Committee, the specific duties delegated by the Board to such Committee, the Administrator shall have the authority, in its discretion: |
(i) to determine the Fair Market Value of the Common Stock, in accordance with Section 2(l) of the Plan; | |
(ii) to select the Employees, Directors and Consultants to whom Options may from time to time be granted hereunder; | |
(iii) to determine whether and to what extent Options are granted hereunder; | |
(iv) to determine the number of shares of Common Stock to be covered by each Option granted hereunder; | |
(v) to approve forms of agreement for use under the Plan; | |
(vi) to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Option granted hereunder (including, but not limited to, the exercise price and any restriction or limitation, or any vesting acceleration or waiver of forfeiture restrictions regarding any Option and/or the shares of Common Stock relating thereto, based in each case on such factors as the Administrator shall determine, in its sole discretion); | |
(vii) to reduce the exercise price of any Option to the then current Fair Market Value if the Fair Market Value of the Common Stock covered by such Option shall have declined since the date the Option was granted; | |
(viii) To determine whether Options or other rights under the Plan will be granted in replacement of other grants under stock option or other compensation plans of an acquired business; | |
(ix) To correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Option Agreement; | |
(x) To take any other actions deemed necessary or advisable for the administration of the Plan; | |
(xi) To effectuate an exchange of Options for other Options or other consideration; | |
(xii) To create such plans or subplans as may be necessary or advisable to allow the grant of Options under the Plan in non-United States jurisdictions or to non-United States taxpayers; and | |
(xiii) Within the limitations of the Plan, the Administrator may modify, extend, or assume outstanding options, provided that no such action shall, without the consent of the Optionee, alter or impair his or her rights or obligations under such Option. |
(c) Effect of Administrator’s Decision. All decisions, determinations and interpretations of the Administrator shall be final and binding on all Optionees and any other holders of any Options. |
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(a) Nonstatutory Stock Options may be granted to Employees, Directors and Consultants. Incentive Stock Options may be granted only to Employees. An Employee, Director or Consultant who has been granted an Option may, if he or she is otherwise eligible, be granted an additional Option or Options. | |
(b) Each Option shall be designated in the written option agreement as either an Incentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding such designations, to the extent that the aggregate fair market value of stock with respect to which “incentive stock options” (within the meaning of Section 422 of the Code) are exercisable for the first time by an Optionee during any calendar year (under all plans of the Company or any Parent or Subsidiary) exceeds $100,000, such excess options shall not be treated as incentive stock options. | |
(c) For purposes of Section 5(b), incentive stock options shall be taken into account in the order in which they were granted, and the fair market value of the stock shall be determined as of the time the option with respect to such stock is granted. | |
(d) The Plan shall not confer upon any Optionee any right with respect to continuation of employment, consulting or other service relationship with the Company, nor shall it interfere in any way with his or her right or the Company’s right to terminate his or her employment, consulting or other relationship at any time, with or without cause. |
(a) The per Share exercise price for the Shares to be issued pursuant to exercise of an Option shall be such price as is determined by the Administrator, but shall be subject to the following: |
(i) In the case of an Incentive Stock Option |
(A) granted to an Employee who, at the time of the grant of such Incentive Stock Option, owns stock representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary, the per Share exercise price shall be no less than 110% of the Fair Market Value per Share on the date of grant; | |
(B) granted to any Employee, the per Share exercise price shall be no less than 100% of the Fair Market Value per Share on the date of grant. |
(ii) In the case of a Nonstatutory Stock Option intended to qualify as performance-based compensation under Section 162(m) of the Code, the per Share Exercise Price shall be no less than 100% of the Fair Market Value on the date of grant. |
(b) The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method of payment, shall be determined by the Administrator and may consist entirely of (1) cash, |
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(2) check, (3) promissory note (subject to the loan prohibition provisions of the Sarbanes-Oxley Act of 2002), (4) other Shares that (x) in the case of Shares acquired upon exercise of an Option either have been owned by the Optionee for more than six months on the date of surrender or were not acquired, directly or indirectly, from the Company, and (y) have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which said Option shall be exercised, (5) a broker-assisted cashless exercise arrangement (subject to the loan prohibition provisions of the Sarbanes-Oxley Act of 2002), (6) any combination of the foregoing methods of payment, or (7) such other consideration and method of payment for the issuance of Shares to the extent permitted under applicable law. In making its determination as to the type of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to benefit the Company. In the case of an Incentive Stock Option, the method of payment shall be limited to the method(s) expressly permitted by the applicable stock option agreement, however, such agreement may provide that the methods set forth in Sections 9(b)(3) and 9(b)(4) are only available at the discretion of the Administrator. |
(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator, including, without limitation, performance criteria with respect to the Company and/or the Optionee, and as shall be permissible under the terms of the Plan. |
(b) Termination of Status as an Employee, Director or Consultant. In the event of termination of an Optionee’s Continuous Status as an Employee, Director or Consultant, such Optionee may, but only within ninety (90) days (or such other period of time as is determined by the Administrator, with such determination in the case of an Incentive Stock Option being made at the time of grant of the Option) after the date of such termination (but in no event later than the date of expiration of the term of such Option as set forth in the Option Agreement), exercise his or her Option to the extent that he or she was entitled to exercise it at the date of such termination. To the extent that the Optionee was not entitled to exercise the Option at the date of such termination, or if the Optionee does not exercise such Option (which he or she was entitled to exercise) within the time specified herein, the Option shall terminate. | |
(c) Disability of Optionee. Notwithstanding the provisions of Section 10(b) above, in the event of termination of an Optionee’s Continuous Status as an Employee, Director or Consultant as a result of his or her total and permanent disability (as defined in Section 22(e)(3) of the Code), he or she may, but only within six (6) months (or such other period of time as is determined by the Administrator, with such determination in the case of an Incentive Stock Option being made at the time of grant of the Option) from the date of such termination (but in no event later than the date of expiration of the term of such |
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Option as set forth in the Option Agreement), exercise his or her Option to the extent he or she was entitled to exercise it at the date of such termination. To the extent that he or she was not entitled to exercise the Option at the date of termination, or if he does not exercise such Option (which he was entitled to exercise) within the time specified herein, the Option shall terminate. | |
(d) Death of Optionee. In the event of the death of an Optionee: |
(i) during the term of the Option who is at the time of his death an Employee, Director or Consultant and who shall have been in Continuous Status as an Employee, Director or Consultant since the date of grant of the Option, the Option may be exercised, at any time within six (6) months (or such other period of time as is determined by the Administrator, with such determination in the case of an Incentive Stock Option being made at the time of grant of the Option) following the date of death (but in no event later than the date of expiration of the term of such Option as set forth in the Option Agreement), by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance but only to the extent of the right to exercise that would have accrued had the Optionee continued living and remained in Continuous Status as an Employee, Director or Consultant six (6) months (or such other period of time as is determined by the Administrator as provided above in this subparagraph (i)) after the date of death, subject to the limitation set forth in Section 5(b); or | |
(ii) within ninety (90) days (or such other period of time as is determined by the Administrator, with such determination in the case of an Incentive Stock Option being made at the time of grant of the Option) after the termination of Continuous Status as an Employee, Director or Consultant, the Option may be exercised, at any time within six (6) months following the date of death (but in no event later than the date of expiration of the term of such Option as set forth in the Option Agreement), by the Optionee’s estate or by a person who acquired the right to exercise the Option by bequest or inheritance, but only to the extent of the right to exercise that had accrued at the date of termination. |
(a) the election must be made on or prior to the applicable Option exercise date; | |
(b) all elections shall be subject to the consent or disapproval of the Administrator. |
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(a) Amendment and Termination. The Board may amend or terminate the Plan from time to time in such respects as the Board may deem advisable, subject to any shareholder approval required by applicable law or deemed advisable by the Board for purposes of qualifying Options granted hereunder as |
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performance-based compensation under Section 162(m) of the Code or for any other purpose deemed advisable by the Board. | |
(b) Effect of Amendment or Termination. Any such amendment or termination of the Plan shall not affect Options already granted and such Options shall remain in full force and effect as if this Plan had not been amended or terminated, unless mutually agreed otherwise between the Optionee and the Administrator, which agreement must be in writing and signed by the Optionee and the Company. |
(a) The Plan was approved by the shareholders of the Company on June 4, 2004. |
LASERSCOPE |
By: | /s/ Eric M. Reuter |
Title: | President and Chief Executive Officer |
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PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF LASERSCOPE
2005 ANNUAL MEETING OF SHAREHOLDERS
The undersigned shareholder of Laserscope, a California corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Shareholders and Proxy Statement, each dated April 28, 2005, and hereby appoints Eric M. Reuter and Dennis LaLumandiere, or either of them, proxies and attorneys-in-fact, with full power to each of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the 2005 Annual Meeting of Shareholders of Laserscope to be held on June 10, 2005 at 9:00 a.m., local time, at the Company’s principal executive offices at 3070 Orchard Drive, San Jose, California 95134 and at any adjournment or postponement thereof, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on the following matters, and, in their discretion, upon such other matters that may properly come before the meeting and any adjournment(s) thereof.
SEE REVERSE SIDE | ||
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PLEASE MARK YOUR | ||||
þ | VOTES AS IN THIS | |||
EXAMPLE |
FOR ALL NOMINEES | WITHHOLD | |||||||||
LISTED TO THE | AUTHORITY | |||||||||
RIGHT | TO VOTE FOR ALL | |||||||||
(EXCEPT AS | NOMINEES | |||||||||
INDICATED) | LISTED TO THE RIGHT | |||||||||
1. | Election of Directors | NOMINEES: | James R. Baumgardt | |||||||
Robert C. Pearson | ||||||||||
Rodney Perkins, M.D. | ||||||||||
Robert J. Pressley, Ph.D. | ||||||||||
Eric M. Reuter | ||||||||||
If you wish to withhold authority to vote for any individual nominee, strike a line through that nominee’s name in the list to the right. |
FOR | AGAINST | ABSTAIN | ||||||
2. | Proposal to approve an amendment to the Company’s 2004 Stock Option Plan to increase the number of shares for issuance thereunder by 450,000 shares. | |||||||
3. | Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the Independent Registered Public Accounting Firm for the Company for the year ending December 31, 2005. | |||||||
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED, WILL BE VOTED AS FOLLOWS: (1) FOR THE ELECTION OF DIRECTORS; (2) FOR APPROVAL OF THE AMENDMENT TO THE COMPANY’S 2004 STOCK OPTION PLAN; AND (3) FOR RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS, AND AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY COME BEFORE THE MEETING.
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF THE STOCK IS REGISTERED IN THE NAMES OF TWO OR MORE PERSONS, EACH SHOULD SIGN. EXECUTORS, ADMINISTRATORS, TRUSTEES, GUARDIANS AND ATTORNEYS-IN-FACT SHOULD ADD THEIR TITLES. IF SIGNER IS A CORPORATION, PLEASE GIVE FULL CORPORATE NAME AND HAVE A DULY AUTHORIZED OFFICER SIGN, STATING TITLE. IF SIGNER IS A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON.
PLEASE VOTE, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH IS POSTAGE PREPAID IF MAILED IN THE UNITED STATES.
SIGNATURE(S) | DATE | |||||
NOTE: | This Proxy should be marked, dated, signed by the shareholder(s) exactly as his or her name appears hereon, and returned in the enclosed envelope. Persons signing in a capacity should so indicate. If shares are held by joint tenants or as community property, both should sign. |