EXHIBIT 10.1
VISX, INCORPORATED

1995 DIRECTOR OPTION AND STOCK DEFERRAL PLAN

AMENDED AND RESTATED AS OF MAY 23, 2003

1. PURPOSES OF THE PLAN. The purposes of this 1995 Director
Option and Stock Deferral Plan are to attract and retain the best available
personnel for service as Outside Directors (as defined herein) of the Company,
to provide additional incentive to the Outside Directors of the Company to serve
as Directors, and to encourage their continued service on the Board.

All options granted hereunder shall be nonstatutory stock
options. Outside Directors may also elect to convert their annual retainer into
deferred phantom stock hereunder.

2. DEFINITIONS. As used herein, the following definitions shall
apply:

(a) "BOARD" means the Board of Directors of the Company.

(b) "CODE" means the Internal Revenue Code of 1986, as
amended.

(d) "COMPANY" means VISX, Incorporated, a Delaware
corporation.

(e) "CONTINUOUS STATUS AS A DIRECTOR" means the absence
of any interruption or termination of service as a Director.

(f) "DEFERRED PHANTOM STOCK" means phantom units of
Company Common Stock under the Outside Director Stock Deferral Plan.

(g) "DIRECTOR" means a member of the Board.

(h) "EMPLOYEE" means any person, including officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a Director's fee by the Company shall not be sufficient in and of
itself to constitute "employment" by the Company.

(i) "EXCHANGE ACT" means the Securities Exchange Act of
1934, as amended.

(j) "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 New York Stock Exchange, the Fair Market Value of a Share of
Common Stock shall be the closing sales price for such stock (or the closing
bid, if no sales were reported) as quoted on such system or exchange (or the
exchange with the greatest volume of trading in Common Stock) on the day of
determination, as reported in THE WALL STREET JOURNAL or such other source as
the Board deems reliable;

(ii) If the Common Stock is quoted on any
established stock exchange or regularly quoted by a recognized securities dealer
but selling prices are not reported, the Fair Market

Value of a Share of Common Stock shall be the mean between the high bid and low
asked prices for the Common Stock on the day of determination, as reported in
THE WALL STREET JOURNAL or such other source as the Board deems reliable, or;

(iii) In the absence of an established market for
the Common Stock, the Fair Market Value thereof shall be determined in good
faith by the Board.

(k) "NEW OUTSIDE DIRECTOR" means an Outside Director who
first becomes a Director at or after the Company's 2003 annual meeting of
stockholders.

(l) "OPTION" means a stock option granted pursuant to the
Plan.

(m) "OPTIONED STOCK" means the Common Stock subject to an
Option.

(n) "OPTIONEE" means an Outside Director who receives an
Option.

(o) "OUTSIDE DIRECTOR" means a Director who is not an
Employee.

(p) "OUTSIDE DIRECTOR STOCK DEFERRAL PLAN" means the
Outside Director Stock Deferral Plan attached hereto as Appendix A.

(q) "PARENT" means a "parent corporation", whether now or
hereafter existing, as defined in Section 424(e) of the Code.

(r) "PLAN" means this VISX, Incorporated 1995 Director
Option and Stock Deferral Plan, including the Outside Director Stock Deferral
Plan attached hereto as Appendix A.

(s) "QUALIFYING RETIREMENT" means an Outside Director's
termination from the Board, including pursuant to the Outside Director's death
or disability (as defined in Section 22(e)(3) of the Code), if such termination
follows (i) five full terms of Board membership and attainment of age 62 or
greater, or (ii) ten full terms of Board membership.

(t) "SHARE" means a share of the Common Stock, as
adjusted in accordance with Section 10 of the Plan.

(u) "SUBSIDIARY" means a "subsidiary corporation",
whether now or hereafter existing, as defined in Section 424(f) of the Code.

3. STOCK SUBJECT TO THE PLAN. Subject to the provisions of
Section 10 of the Plan, the maximum aggregate number of Shares which may be
optioned and sold under the Plan or deferred as Deferred Phantom Stock into the
Outside Director Stock Deferral Plan is seven hundred and seventy-five thousand
(775,000) Shares (the "Pool") of Common Stock. The Shares may be authorized but
unissued, or reacquired Common Stock.

If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased Shares which were
subject thereto shall, unless the Plan shall have been terminated, become
available for future grant under the Plan; provided, however, that Shares that
have actually been issued under the Plan shall not be returned to the Plan and
shall not become available for future distribution under the Plan.

4. ADMINISTRATION AND INITIAL AND ANNUAL GRANT OF OPTIONS UNDER
THE PLAN.

(a) PROCEDURE FOR INITIAL AND ANNUAL GRANTS. Outside
Directors shall receive initial and annual grants as follows:

(i) No person shall have any discretion to
select which Outside Directors shall be granted Options or to determine the
number of Shares.

(ii) Each New Outside Director shall be
automatically granted an Option to purchase Twenty-Five Thousand (25,000) Shares
(a "First Option") on the date on which such person first becomes a Director,
whether through election by the stockholders of the Company or appointment by
the Board to fill a vacancy; provided, however, that an Employee Director who
ceases to be an Employee but who remains a Director shall not receive a First
Option.

(iii) Each Outside Director shall be automatically
granted an Option to purchase Ten Thousand (10,000) Shares (a "Subsequent
Option") on the date such Outside Director is re-elected to the Board commencing
with the Company's 2003 annual meeting of stockholders, if on such date he or
she shall have served on the Board for at least six (6) months.

(iv) The terms of a First Option granted
hereunder shall be as follows:

(A) the term of the First Option shall
be ten (10) years.

(B) the First Option shall be
exercisable only while the Outside Director remains a Director of the Company,
except as set forth in Section 9 hereof.

(C) the exercise price per Share shall
be 100% of the Fair Market Value per Share on the date of grant of the First
Option. In the event that the date of grant of the First Option is not a trading
day, the exercise price per Share shall be the Fair Market Value on the next
trading day immediately following the date of grant of the First Option.

(D) the First Option shall vest as to
1/3 of the Shares subject to the First Option on each anniversary of the date of
grant, so as to be 100% vested on the third anniversary of the date of grant,
subject to continued service as an Outside Director.

(v) The terms of a Subsequent Option granted
hereunder shall be as follows:

(A) the term of the Subsequent Option
shall be ten (10) years.

(B) the Subsequent Option shall be
exercisable only while the Outside Director remains a Director of the Company,
except as set forth in Section 9 hereof.

(C) the exercise price per Share shall
be 100% of the Fair Market Value per Share on the date of grant of the
Subsequent Option. In the event that the date of grant of the Subsequent Option
is not a trading day, the exercise price per Share shall be the Fair Market
Value on the next trading day immediately following the date of grant of the
Subsequent Option.

(D) the Subsequent Option shall be 100%
vested upon the date of grant.

(vi) In the event that any Option granted under
the Plan would cause the number of Shares subject to outstanding Options plus
the number of Shares previously purchased under Options to exceed the Pool, then
the remaining Shares available for Option grant shall be granted under Options
to the Outside Directors on a pro rata basis. No further grants shall be made
until such time, if any, as additional Shares become available for grant under
the Plan through action of the stockholders to increase the number of Shares
which may be issued under the Plan or through cancellation or expiration of
Options previously granted hereunder.

5. ELECTION TO RECEIVE ANNUAL RETAINER IN STOCK OPTIONS OR
DEFERRED PHANTOM STOCK.

(a) IRREVOCABLE ELECTION. On the date of each annual
meeting of stockholders of the Company during the term of this Plan, commencing
with the 2003 annual stockholders meeting, each Outside Director may make an
election to receive (an "Election") (i) Options in lieu of 50% or 100% of his or
her annual cash retainer for the year following the meeting or (ii) Deferred
Phantom Stock in lieu of 50% or 100% of his or her annual cash retainer for the
year following the meeting. The Election must be in writing and delivered to the
Secretary of the Company prior to the date of such annual stockholders meeting.
Any Election made by an Outside Director pursuant to this Section 5 shall be
irrevocable.

(b) RETAINER OPTION GRANTS. On the date of each annual
meeting of stockholders of the Company, each Outside Director who has made an
Election to receive Stock Options in lieu of 50% or 100% of his or her annual
cash retainer shall automatically receive a Stock Option covering the number of
Shares determined by dividing (1) the product of (a) the amount of the annual
cash retainer covered by such Election, multiplied by (b) 3, by (2) the Fair
Market Value of a Share on that date, rounded to the nearest whole Share,
provided that sufficient Shares are available under the Plan for the grant of
such Stock Option (the "Retainer Option").

(i) The terms of a Retainer Option granted
hereunder shall be as follows:

(A) the term of the Retainer Option
shall be ten (10) years.

(B) the Retainer Option shall be
exercisable only while the Outside Director remains a Director of the Company,
except as set forth in Section 9 hereof.

(C) the exercise price per Share shall
be 100% of the Fair Market Value per Share on the date of grant of the Retainer
Option. In the event that the date of grant of the Retainer Option is not a
trading day, the exercise price per Share shall be the Fair Market Value on the
next trading day immediately following the date of grant of the Retainer Option.

(D) the Retainer Option shall be fully
vested as to 25% of the Shares subject to the Retainer Option on the date of
grant and shall vest with respect to an additional 25% of such Shares every
ninety (90) days following the date of grant, so as to be 100% vested on the
date that is 270 days following the date of grant, subject to continued service
as on Outside Director.

(c) DEFERRED PHANTOM STOCK. On the date of each annual
meeting of stockholders of the Company, Outside Directors who has made an
Election to receive Deferred Phantom Stock in lieu of 50% or 100% of their
annual cash retainer shall automatically have their account under the Outside
Director Stock Deferral Plan credited with the number of Deferred Phantom Stock
units determined by dividing (i) the amount of the annual cash retainer covered
by such Election by (ii) the Fair Market Value of a Share on that date, rounded
to the nearest whole Share, provided that sufficient Shares

are available under the Plan for the crediting of such Deferred Phantom Stock
units. The Deferred Phantom Stock units shall be fully vested as to 25% of units
on the date of grant and shall vest with respect to an additional 25% of such
units every ninety (90) days following the date of grant, so as to be 100%
vested on the date that is 270 days following the date of grant, subject to
continued service as on Outside Director. The Deferred Phantom Stock units shall
be held subject to the terms and conditions of the Outside Director Stock
Deferral Plan and the elections made thereunder.

6. ELIGIBILITY. Options and Deferred Phantom Stock may be granted
only to Outside Directors. An Outside Director who has been granted an Option or
Deferred Phantom Stock may, if he or she is otherwise eligible, be granted
additional Options or Deferred Phantom Stock in accordance with the provisions
of the Plan.

The Plan shall not confer upon any Outside Director any right
with respect to continuation of service as a Director or nomination to serve as
a Director, nor shall it interfere in any way with any rights which the Director
or the Company may have to terminate his or her directorship at any time.

7. TERM OF PLAN. The Plan shall become effective upon the earlier
to occur of its adoption by the Board or its approval by the stockholders of the
Company. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 11 of the Plan.

8. FORM OF CONSIDERATION. The consideration to be paid for the
Shares to be issued upon exercise of an Option, including the method of payment,
shall consist of (i) cash, (ii) check, (iii) other shares which (x) in the case
of Shares acquired upon exercise of an Option, have been owned by the Optionee
for more than six (6) months on the date of surrender, 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, (iv) delivery of a
properly executed exercise notice together with such other documentation as the
Company and the broker, if applicable, shall require to effect an exercise of
the Option and delivery to the Company of the sale or loan proceeds required to
pay the exercise price, or (v) any combination of the foregoing methods of
payment.

9. EXERCISE OF OPTION.

(a) PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any
Option granted hereunder shall be exercisable at such times as are set forth in
Sections 4 and 5 hereof.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice
of such exercise has been given to the Company in accordance with the terms of
the Option by the person entitled to exercise the Option and full payment for
the Shares with respect to which the Option is exercised has been received by
the Company. Full payment may consist of any consideration and method of payment
allowable under Section 8 of the Plan. Until the issuance (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company) of the stock certificate evidencing such Shares, no right
to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the exercise of the Option.
A share certificate or electronic notice covering the number of Shares so
acquired shall be issued to the Optionee as soon as practicable after exercise
of the Option. No adjustment shall be made for a dividend or other right for
which the record date is prior to the date the stock certificate or electronic
notice is issued, except as provided in Section 11 of the Plan.

Exercise of an Option in any manner shall result in a decrease
in the number of Shares which thereafter may be available, both for purposes of
the Plan and for sale under the Option, by the number of Shares as to which the
Option is exercised.

(b) RULE 16b-3. Options and Deferred Phantom Stock
granted to Outside Directors must comply with the applicable provisions of Rule
16b-3 promulgated under the Exchange Act or any successor thereto and shall
contain such additional conditions or restrictions as may be required thereunder
to qualify Plan transactions, and other transactions by Outside Directors that
otherwise could be matched with Plan transactions, for the maximum exemption
from Section 16 of the Exchange Act.

(c) TERMINATION OF CONTINUOUS STATUS AS A DIRECTOR. In
the event an Optionee's Continuous Status as a Director terminates (other than
upon the Optionee's death or total and permanent disability (as defined in
Section 22(e)(3) of the Code) or Qualifying Retirement), the Optionee may
exercise his or her Option, but only within three (3) months from the date of
such termination, and only to the extent that the Optionee was entitled to
exercise it on the date of such termination (but in no event later than the
expiration of its ten (10) year term). To the extent that the Optionee was not
entitled to exercise an Option on the date of such termination, and to the
extent that the Optionee does not exercise such Option (to the extent otherwise
so entitled) within the time specified herein, the Option shall terminate.

(d) DISABILITY OF OPTIONEE. In the event Optionee's
Continuous Status as a Director terminates as a result of total and permanent
disability (as defined in Section 22(e)(3) of the Code), the Optionee may
exercise his or her Option, but only within twelve (12) months from the date of
such termination, and only to the extent that the Optionee was entitled to
exercise it on the date of such termination (but in no event later than the
expiration of its ten (10) year term). To the extent that the Optionee was not
entitled to exercise an Option on the date of termination, or if he or she does
not exercise such Option (to the extent otherwise so entitled) within the time
specified herein, the Option shall terminate.

(e) DEATH OF OPTIONEE. In the event of an Optionee's
death, the Optionee's estate or a person who acquired the right to exercise the
Option by bequest or inheritance may exercise the Option, but only within twelve
(12) months following the date of death, and only to the extent that the
Optionee was entitled to exercise it on the date of death (but in no event later
than the expiration of its ten (10) year term). To the extent that the Optionee
was not entitled to exercise an Option on the date of death, and to the extent
that the Optionee's estate or a person who acquired the right to exercise such
Option does not exercise such Option (to the extent otherwise so entitled)
within the time specified herein, the Option shall terminate.

(f) QUALIFYING RETIREMENT OF OPTIONEE. Notwithstanding
the provisions set forth in Section 9(d) of the Plan, in the event of an
Optionee's Qualifying Retirement, the Optionee may exercise his or her Option,
but only within the lesser of (i) five years from the date of the Qualifying
Retirement, or (ii) the original ten (10) year term of the Option following the
date of termination, and only to the extent that the Optionee was entitled to
exercise it on the date of termination. To the extent that the Optionee was not
entitled to exercise an Option on the date of termination, or if he or she does
not exercise such Option (to the extent otherwise so entitled) within the time
specified herein, the Option shall terminate.

10. NON-TRANSFERABILITY OF OPTIONS. Options hereunder may not be
sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner
other than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.

11. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION,
MERGER, ASSET SALE OR CHANGE OF CONTROL.

(a) CHANGES IN CAPITALIZATION. Subject to any required
action by the stockholders of the Company, the number of Shares covered by each
outstanding Option or share of Deferred Phantom Stock, the number of Shares
which have been authorized for issuance under the Plan but as to which no
Options or Deferred Phantom Stock units have yet been granted or credited or
which have been returned to the Plan upon cancellation or expiration of an
Option, as well as the price per Share covered by each such outstanding Option,
and the number of Shares issuable pursuant to the automatic grant provisions of
Section 4 hereof shall be proportionately adjusted for any increase or decrease
in the number of issued Shares resulting from a stock split, reverse stock
split, stock dividend, combination or reclassification of the Common Stock, or
any other increase or decrease in the number of issued Shares effected without
receipt of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration." Except as expressly provided
herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of Shares subject to an Option or the number of Deferred Phantom Stock units
credited to an account.

(b) DISSOLUTION OR LIQUIDATION. In the event of the
proposed dissolution or liquidation of the Company, to the extent that an Option
has not been previously exercised, it will terminate immediately prior to the
consummation of such proposed action.

(c) MERGER OR ASSET SALE. Subject to Section 11(d), in
the event of a merger of the Company with or into another corporation, or the
sale of substantially all of the assets of the Company, each outstanding Option
shall be assumed or an equivalent option shall be substituted by the successor
corporation or a Parent or Subsidiary of the successor corporation. In the event
that the successor corporation does not agree to assume the Option or to
substitute an equivalent option, each outstanding Option shall become fully
vested and exercisable, including as to Shares as to which it would not
otherwise be exercisable. If an Option becomes fully vested and exercisable in
the event of a merger or sale of assets, the Board shall notify the Optionee
that the Option shall be fully exercisable for a period of thirty (30) days from
the date of such notice, and the Option shall terminate upon the expiration of
such period. For the purposes of this paragraph, the Option shall be considered
assumed if, following the merger or sale of assets, the option or right confers
the right to purchase, for each Share of Optioned Stock subject to the Option
immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of
assets by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares).

(d) CHANGE OF CONTROL. In the event of a Change of
Control (as defined below), each Outside Director (i) shall fully vest in and
have the right to exercise each Option as to all of the Optioned Stock,
including Shares as to which it would not otherwise be vested or exercisable and
(ii) shall fully vest in each Deferred Phantom Stock unit. If an Option becomes
fully vested and exercisable in the event of a Change of Control, the
Administrator shall notify the Optionee in writing or electronically that the
Option shall be fully vested and exercisable for a period of fifteen (15) days
from the date of such notice, and the Option shall terminate upon the expiration
of such period.

A "Change of Control" means the occurrence of any of the
following events:

(i) any "person," as such term is used in
Sections 13(d) and 14(d) of the Exchange Act, other than the Company, a
subsidiary of the Company or a Company employee benefit

plan, including any trustee of such plan acting as trustee, is or becomes the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of securities of the Company representing twenty percent (20%) or
more of the combined voting power of the Company's then outstanding securities
entitled to vote generally in the election of directors; or

(ii) a merger or consolidation of the Company or
any direct or indirect subsidiary of the Company with any other corporation,
other than a merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior thereto continuing to represent
(either by remaining outstanding or by being converted into voting securities of
the surviving entity) at least fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation, or the stockholders
of the Company approve an agreement for the sale or disposition by the Company
of all or substantially all the Company's assets; or

(iii) a change in the composition of the Board, as
a result of which fewer than a majority of the directors are Incumbent
Directors. "Incumbent Directors" shall mean directors who either (A) are
Directors as of the date this amendment to the Plan is approved by the Board, or
(B) are elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of the Incumbent Directors AND whose election or
nomination was not in connection with any transaction described in (i) or (ii)
above or in connection with an actual or threatened proxy contest relating to
the election of directors of the Company.

12. AMENDMENT AND TERMINATION OF THE PLAN.

(a) AMENDMENT AND TERMINATION. Except as set forth in
Section 4, the Board may at any time amend, alter, suspend, or discontinue the
Plan, but no amendment, alteration, suspension, or discontinuation shall be made
which would impair the rights of any Optionee or Outside Director Stock Deferral
Plan participant under any grant theretofore made, without his or her consent,
provided that the Board may not amend the Plan to permit the repricing,
including by way of exchange, of any Option without stockholder approval. In
addition, to the extent necessary and desirable to comply with Rule 16b-3 under
the Exchange Act (or any other applicable law or regulation), the Company shall
obtain stockholder approval of any Plan amendment in such a manner and to such a
degree as required.

(b) EFFECT OF AMENDMENT OR TERMINATION. Any such adverse
amendment without consent or termination of the Plan shall not affect Options or
Deferred Phantom Stock units already granted or credited and such Options and
Deferred Phantom Stock units shall remain in full force and effect as if this
Plan had not been amended or terminated.

13. TIME OF GRANTING OPTIONS. The date of grant of an Option
shall, for all purposes, be the date determined in accordance with Section 4
hereof.

14. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities Act of
1933, as amended, the Exchange Act, the rules and regulations promulgated
thereunder, state securities laws, and the requirements of any stock exchange
upon which the Shares may then be listed, and shall be further subject to the
approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and warrant at the time
of any such exercise that the Shares are being

purchased only for investment and without any present intention to sell or
distribute such Shares, if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned relevant provisions of
law.

Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.

15. RESERVATION OF SHARES. The Company, during the term of this
Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

16. OPTION AGREEMENT. Options shall be evidenced by written option
agreements in such form as the Board shall approve.

APPENDIX A TO THE 1995 DIRECTOR PLAN

VISX, INCORPORATED

OUTSIDE DIRECTOR STOCK DEFERRAL PLAN

TABLE OF CONTENTS

PAGE
----

ARTICLE I DEFINITIONS

1.1 "BOARD OF DIRECTORS".............................................................. 1

1.2 "COMMITTEE"....................................................................... 1

1.3 "CREDITED INVESTMENT RETURN (LOSS)"............................................... 1

1.4 "DEFERRAL ACCOUNT"................................................................ 1

1.5 "DEFERRAL AMOUNT"................................................................. 1

1.6 "DEFERRAL ELECTION"............................................................... 1

1.7 "PARTICIPANT"..................................................................... 1

1.8 "PLAN"............................................................................ 1

ARTICLE II ELIGIBILITY

2.1 ELIGIBLE PERSONS.................................................................. 1

2.2 COMMENCEMENT OF PARTICIPATION..................................................... 2

2.3 TERMINATION OF PARTICIPATION...................................................... 2

ARTICLE III DEFERRED PHANTOM STOCK

3.1 PHANTOM STOCK DEFERRALS........................................................... 2

3.2 NO WITHDRAWAL..................................................................... 2

ARTICLE IV CREDITED INVESTMENT RETURN (LOSS) ON DEFERRAL ACCOUNTS

4.1 DEFERRAL ACCOUNT.................................................................. 2

4.2 CREDITED INVESTMENT RETURN (LOSS)................................................. 2

ARTICLE V BENEFITS

5.1 DISTRIBUTION OF BENEFITS.......................................................... 3

5.2 CHANGE OF DISTRIBUTION ELECTION................................................... 3

5.3 PAYMENT TO ESTATE................................................................. 3

5.4 AUTOMATIC LUMP-SUM DISTRIBUTION FOR ACCOUNTS BELOW $25,000........................ 3

5.5 TAX WITHHOLDING................................................................... 3

ARTICLE VI OBLIGATION TO PAY SUPPLEMENTAL PARTICIPANT BENEFITS

6.1 BENEFITS PAID FROM GENERAL CORPORATE ASSETS; PAYMENT IN STOCK..................... 3

6.2 NO SECURED INTEREST............................................................... 3

ARTICLE VII ADMINISTRATION

7.1 ADMINISTRATION OF THE PLAN........................................................ 3

7.2 INDEMNIFICATION................................................................... 4

ARTICLE VIII MISCELLANEOUS

8.1 NONTRANSFERABILITY................................................................ 4

8.2 BINDING EFFECT.................................................................... 4

8.3 REIMBURSEMENT OF COSTS............................................................ 4

8.4 ARBITRATION....................................................................... 4

8.5 APPLICABLE LAW.................................................................... 4

8.6 ENTIRE AGREEMENT.................................................................. 4

8.7 Termination or Amendment of Plan.................................................. 4

iii

VISX, INCORPORATED

OUTSIDE DIRECTOR STOCK DEFERRAL PLAN

This VISX, Incorporated Outside Director Stock Deferral Plan
is adopted effective as of the date of the Company's 2003 annual meeting of
stockholders.

ARTICLE I

DEFINITIONS

Whenever used herein, the masculine pronoun shall be deemed to
include the feminine, and the singular to include the plural, unless the context
clearly indicates otherwise, and the following definitions shall govern the Plan
(capitalized terms not defined below shall have the same defined meaning as
specified in the 1995 Director Option and Stock Deferral Plan):

1.1 "BOARD OF DIRECTORS" or "BOARD" means the Board of
Directors of VISX, Incorporated.

1.2 "COMMITTEE" means an independent Committee appointed
by the Board to administer this Plan and to take such other actions as may be
specified herein.

1.3 "CREDITED INVESTMENT RETURN (LOSS)" means the
hypothetical investment return which shall be credited to a Participant's
Deferral Account pursuant to Article IV.

1.4 "DEFERRAL ACCOUNT" means the book entry account
established under this Plan for each Participant to which shall be credited (or
debited) such Participant's Deferral Amount and Credited Investment Return
(Loss) and which shall be reduced by any distributions made to such Participant
and any charges which may be imposed on such Deferral Account pursuant to the
terms of this Plan.

1.5 "DEFERRAL AMOUNT" means the Deferred Phantom Stock
Amount which Participant elects to contribute pursuant to Article III.

1.6 "DEFERRAL ELECTION" means the form of Deferred
Phantom Stock Election as prescribed by the Committee, as modified from time to
time.

1.7 "PARTICIPANT" means a present or former Outside
Director (or estate or beneficiaries of an Outside Director) who has a Deferral
Account under this Plan.

1.8 "PLAN" shall mean this VISX, Incorporated Outside
Director Stock Deferral Plan, as it may be amended from time to time.

ARTICLE II

ELIGIBILITY

2.1 ELIGIBLE PERSONS. Eligibility for participation in
this Plan shall be limited to Outside Directors who have elected to receive
Deferred Phantom Stock in lieu of their annual retainer under the Company's 1995
Director Option and Stock Deferral Plan and their estates and beneficiaries.

2.2 COMMENCEMENT OF PARTICIPATION. A Participant may
begin participation in this Plan immediately following the submission of an
irrevocable Deferral Election in accordance with the terms of the 1995 Director
Option and Stock Deferral Plan.

2.3 TERMINATION OF PARTICIPATION. Active participation in
this Plan shall end when a Participant's Board service terminates for any
reason. No contributions to this Plan shall be made with respect to a
Participant's Deferral Account after such termination date. Upon termination of
Board service, a Participant shall remain an inactive Participant in the Plan
until all of the benefits to which he or she is entitled hereunder have been
paid in full.

ARTICLE III

DEFERRED PHANTOM STOCK

3.1 PHANTOM STOCK DEFERRALS.

(a) Upon submitting a Deferral Election to the
Company, in lieu of his or her annual retainer, a Participant's Deferral Account
under this Plan shall be credited with a number of Deferred Phantom Stock shares
determined in accordance with Section 5(c) of the 1995 Director Option and Stock
Deferral Plan. The Participant shall satisfy the self-employment tax obligations
arising from the credit of Deferred Phantom Stock to his or her Deferral
Account.

(b) A Participant's Deferral Election shall be
irrevocable, except as provided in Section 5.2 of this Plan.

3.2 NO WITHDRAWAL. Except as provided in Section 5.3
below, Deferral Amounts may not be withdrawn by a Participant and shall be paid
only in accordance with the provisions of this Plan.

ARTICLE IV

CREDITED INVESTMENT RETURN (LOSS) ON DEFERRAL ACCOUNTS

4.1 DEFERRAL ACCOUNT.

(a) A Deferral Account shall be established and
maintained for each Participant.

4.2 CREDITED INVESTMENT RETURN (LOSS). Each Participant's
Deferral Account shall be credited (or debited) monthly with the Credited
Investment Return (Loss) attributable to his or her Deferral Account. The
Credited Investment Return (Loss) is the amount which the Participant's Deferral
Account would have earned if the amounts credited to the Deferral Account had,
in fact, been invested in the Common Stock, purchased at the closing sales price
on the date of the applicable Board meeting (as specified in Section 5(c) of the
1995 Director Option and Stock Deferral Plan), and assuming reinvestment of all
dividends back into such Common Stock at the Common Stock closing sales price on
the date of the dividend distribution.

ARTICLE V

BENEFITS

5.1 DISTRIBUTION OF BENEFITS. Benefits shall be
distributed in accordance with the elections specified within a Participant's
Deferral Election.

5.2 CHANGE OF DISTRIBUTION ELECTION. A Participant may
file an amended election to change his or her distribution election at any time
which is more than one (1) year prior to the applicable specified fixed date at
which payment of benefits would otherwise commence. Any amended election which
is filed within one (1) year of the applicable specified date at which payment
of benefits shall commence shall be void and without effect and the most
recently effective election shall control instead.

5.3 PAYMENT TO ESTATE. In the event a Participant dies
after installment payments have begun but before all of the installments are
paid, the undistributed installments shall be paid to his or her estate as they
become due.

5.4 AUTOMATIC LUMP-SUM DISTRIBUTION FOR ACCOUNTS BELOW
$25,000. Notwithstanding any other provisions of this Plan or the provisions of
a Participant's Deferral Election, in the event that a Participant has less than
twenty-five thousand dollars ($25,000) credited to his or her Deferral Account
as of the date of his or her termination of Board service, 100% of his or her
Deferral Account shall be distributed to him or her in a single lump-sum
distribution within a reasonable amount of time following the date of such
termination of service.

5.5 TAX WITHHOLDING. All distributions under this Plan
shall be subject to all applicable withholding for state and federal income tax
and to any other federal, state or local tax which may be applicable thereto.

ARTICLE VI

OBLIGATION TO PAY SUPPLEMENTAL PARTICIPANT BENEFITS

6.1 BENEFITS PAID FROM GENERAL CORPORATE ASSETS; PAYMENT
IN STOCK. All benefits payable to a Participant hereunder, shall be paid by the
Company in shares of Common Stock.

6.2 NO SECURED INTEREST. Deferral Accounts shall be
subject to the claims of creditors of the Company. Each Participant is a general
unsecured creditor of the Company with respect to the promises of the Company
made herein.

ARTICLE VII

ADMINISTRATION

7.1 ADMINISTRATION OF THE PLAN. This Plan shall be
administered by the Committee. The Committee shall have full power and
discretionary authority to administer, construe and interpret the Plan, to
establish procedures for administering this Plan, to prescribe forms, and take
any and all necessary or desirable actions in connection with this Plan. The
Committee's interpretation and construction of this Plan shall be conclusive and
binding on all persons. The Committee may appoint a

plan administrator or any other agent and delegate to them such powers and
duties in connection with the administration of this Plan as the Committee may
from time to time prescribe.

7.2 INDEMNIFICATION. The Committee and each of its
members are indemnified by the Company against any and all liabilities incurred
by reason of any action taken in good faith pursuant to the provisions of this
Plan.

ARTICLE VIII

MISCELLANEOUS

8.1 NONTRANSFERABILITY. The right of each Participant or
any other person to the payment of any benefits under this Plan shall not be
assigned, transferred, pledged or encumbered.

8.2 BINDING EFFECT. This Plan shall be binding upon and
inure to the benefit of the Company, its successors and assigns and each
Participant and his or her heirs, executors, administrators and legal
representatives.

8.3 REIMBURSEMENT OF COSTS. If the Company, a Participant
or a successor in interest to either of the foregoing, brings legal action to
enforce any of the provisions of this Plan, including an action described in
Section 8.4 of this Plan, the prevailing party in such legal action shall be
reimbursed by the other party for the prevailing party's costs of such legal
action including, without limitation, reasonable fees of attorneys, accountants
and similar advisors and expert witnesses.

8.4 ARBITRATION. Any dispute or claim relating to or
arising out of this Plan shall be fully and finally resolved by binding
arbitration conducted by the American Arbitration Association in Santa Clara,
California.

8.5 APPLICABLE LAW. This Plan shall be construed in
accordance with and governed by the laws of the State of California.

8.6 ENTIRE AGREEMENT. This Plan, 1995 Director Option and
Stock Deferral Plan and each applicable Deferral Election constitute the entire
understanding and agreement with respect to this Plan, and there are no
agreements, understandings, restrictions, representations or warranties among
any Participant and the Company other than those as set forth or provided for
therein.

8.7 Termination or Amendment of Plan.

(a) This Plan may be amended by the Company at
any time in its sole discretion by resolution by the Board; provided, however,
that no amendment may be made which would alter the irrevocable nature of a
Deferral Election or which would reduce the amount credited to an Participant's
Deferral Account on the date of such amendment.

(b) Notwithstanding the foregoing paragraph or
any other provision in this Plan to the contrary, the Company reserves the right
to terminate the Plan in its entirety at any time upon fifteen (15) days notice
to Outside Directors. If this Plan is terminated, all benefits shall be paid
pursuant to the provisions of Article 5 as if such Participant had voluntarily
terminated Board service on the date of Plan termination.

IN WITNESS WHEREOF, the Company has caused this Plan to be
executed by a duly authorized officer effective as of the Effective Date.

VISX, INCORPORATED

By: ___________________________________