LASERSCOPE
1989 EMPLOYEE STOCK PURCHASE PLAN
(AS AMENDED THROUGH NOVEMBER 30, 1995)
The following constitute the provisions of the 1989 Employee Stock Purchase
Plan of Laserscope.
1. PURPOSE. The purpose of the Plan is to provide employees of the
Company and its Designated Subsidiaries with an opportunity to purchase Common
Stock of the Company through accumulated payroll deductions. It is the
intention of the Company to have the Plan qualify as an "Employee Stock Purchase
Plan" under Section 423 of the Internal Revenue Code of 1986, as amended. The
provisions of the Plan shall, accordingly, be construed so as to extend and
limit participation in a manner consistent with the requirements of that section
of the Code.
2. DEFINITIONS.
(a) "BOARD" shall mean the Board of Directors of the Company.
(b) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(c) "COMMON STOCK" shall mean the Common Stock of the Company.
(d) "COMPANY" shall mean Laserscope.
(e) "COMPENSATION" shall mean all regular straight time gross
earnings, payments for overtime, shift premium, incentive compensation,
incentive payments, bonuses and commissions (except to the extent that the
exclusion of any such items for all participants is specifically directed by the
Board or its committee).
(f) "CONTINUOUS STATUS AS AN EMPLOYEE" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as an
Employee shall not be considered interrupted in the case of a leave of absence
agreed to in writing by the Company, provided that such leave is for a period of
not more than 90 days or reemployment upon the expiration of such leave is
guaranteed by contract or statute.
(g) "DESIGNATED SUBSIDIARIES" shall mean the Subsidiaries which have
been designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
(h) "EMPLOYEE" shall mean any person, including any officer of the
Company, whose customary employment with the Company or one of its Designated
Subsidiaries is at least twenty (20) hours per week and more than five (5)
months in any calendar year.
(i) "EXERCISE DATE" shall mean the date one day prior to the date six
months, twelve months, eighteen months, or twenty-four months after the first
Offering Date of an Offering Period.
(j) "EXERCISE PERIOD" shall mean a period commencing on an Offering
Date or on the day after an Exercise Date and terminating one day prior to the
date six (6) months later.
(k) "OFFERING DATE" shall mean the first business day of each
Offering Period of the Plan, except that in the case of an individual who
becomes an eligible Employee after the first business day of an Offering Period,
the term "Offering Date" shall mean the first business day following the
Exercise Date coincident with or next succeeding the date on which that
individual becomes an eligible Employee.
Options granted after the first business day of an Offering
Period will be subject to the same terms as the options granted on the first
business day of such Offering Period except that they will have a different
grant date (thus, potentially, a different exercise price) and, because they
expire at the same time as the options granted on the first business day of such
Offering Period, a shorter term.
(1) "OFFERING PERIOD" shall mean a period of six (6), eighteen (18)
or twenty-four (24) months during which options granted pursuant to the Plan may
be exercised. In general, the duration of an Offering Period will be twenty-
four (24) months, consisting of four six-month Exercise Periods. However,
Offering Periods that begin on or about January 1 as a result of the operation
of Section 10 of the Plan will have a duration of either six (6) or eighteen
(18) months, as provided in Section 10, and will consist of one (1) or three (3)
six-month Exercise Periods, respectively.
(m) "PLAN" shall mean this 1989 Employee Stock Purchase Plan.
(n) "SUBSIDIARY" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter organized
or acquired by the Company or a Subsidiary.
3. ELIGIBILITY.
(a) Any Employee as defined in paragraph 2 who (i) is employed on
March 31, 1990 or (ii) has been continuously employed by the Company for at
least six (6) consecutive months and who shall be employed by the Company on a
given Offering Date shall be eligible to participate in the Plan.
-2-
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately after the
grant, such Employee (or any other person whose stock would be attributed to
such Employee pursuant to Section 425(d) of the Code) would own stock and/or
hold outstanding options to purchase stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Company or of any subsidiary of the Company, or (ii) which permits his or her
rights to purchase stock under all employee stock purchase plans of the Company
and its subsidiaries to accrue at a rate which exceeds Twenty-Five Thousand
Dollars ($25,000) worth of stock (determined at the fair market value of the
shares at the time such option is granted) for each calendar year in which such
option is outstanding at any time.
4. OFFERING PERIODS. The Plan shall be implemented by consecutive
Offering Periods with a new Offering Period commencing on or about July 1 of
each year; provided, however, that an Offering Period may commence on or about
January 1 in the event the provisions of Section 10 of the Plan become
operative. The Plan shall continue thereafter until terminated in accordance
with paragraph 20 hereof. Subject to the shareholder approval requirements of
paragraph 20, the Board of Directors of the Company shall have the power to
change the duration of Offering Periods with respect to future offerings without
shareholder approval if such change is announced at least five (5) days prior to
the scheduled beginning of the first Offering Period to be affected.
5. PARTICIPATION.
(a) An eligible Employee may become a participant in the Plan by
completing a subscription agreement authorizing payroll deductions in the form
of Exhibit A to this Plan and filing it with the Company's payroll office at
least ten (10) business days prior to the applicable Offering Date, unless a
later time for filing the subscription agreement is set by the Board for all
eligible Employees with respect to a given Offering Period.
(b) Payroll deductions for a participant shall commence on the first
payroll following the Offering Date and shall end on the last payroll of the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in paragraph 11.
6. PAYROLL DEDUCTIONS.
(a) At the time a participant files his or her subscription
agreement, he or she shall elect to have payroll deductions made on each payday
during the Offering Period in an amount not exceeding ten percent (10%) of the
Compensation which he or she receives on each payday during the Offering Period,
and the aggregate of such payroll deductions during the Offering Period shall
not exceed ten percent (10%) of the participant's aggregate Compensation during
said Offering Period.
(b) All payroll deductions made for a participant shall be credited
to his or her account under the Plan. A participant may not make any additional
payments into such account.
-3-
(c) A participant may discontinue his or her participation in the
Plan as provided in paragraph 11, or may change the rate of his or her payroll
deductions one time during each Exercise Period (within the limitations of
Section 6(a)) by completing or filing with the Company a new subscription
agreement authorizing a change in payroll deduction rate. The change in rate
shall be effective with the first full payroll period following the Company's
receipt of the new subscription agreement. A participant's subscription
agreement shall remain in effect for successive Offering Periods unless revised
as provided herein or terminated as provided in paragraph 11.
(d) Notwithstanding the foregoing, to the extent necessary to comply
with Section 423(b)(8) of the Code and paragraph 3(b) herein, a participant's
payroll deductions may be decreased to 0% at such time during any Exercise
Period which is scheduled to end during the current calendar year that the
aggregate of all payroll deductions accumulated with respect to such Exercise
Period and any other Exercise Period ending within the same calendar year equal
$21,250. Payroll deductions shall recommence at the rate provided in such
participant's subscription agreement at the beginning of the first Exercise
Period which is scheduled to end in the following calendar year, unless
terminated by the participant as provided in paragraph 11.
7. GRANT OF OPTION.
(a) On the first Offering Date of each Offering Period, each eligible
Employee participating in such Offering Period shall be granted an option to
purchase on each Exercise Date during such Offering Period a number of shares of
the Company's Common Stock determined by dividing such Employee's payroll
deductions accumulated prior to such Exercise Date and retained in the
Participant's account as of the Exercise Date by the lower of (i) eighty-five
percent (85%) of the fair market value of a share of the Company's Common Stock
on the Offering Date or (ii) eighty-five percent (85%) of the fair market value
of a share of the Company's Common Stock on the Exercise Date; provided,
however, that the maximum number of shares an Employee may purchase during each
Offering Period shall be determined by dividing $50,000 by the fair market value
of a share of the Company's Common Stock on the Offering Date, and provided
further that such purchase shall be subject to the limitations set forth in
Section 3(b) and 12 hereof. The option shall be automatically exercised on the
Exercise Dates during the Offering Period or as otherwise directed by the
participant pursuant to Section 8, unless the participant has withdrawn pursuant
to Section 11, and shall expire on the last day of the Offering Period. Fair
market value of a share of the Company's Common Stock shall be determined as
provided in Section 7(b) herein.
(b) The option price per share of the shares offered in a given
Offering Period shall be the lower of: (i) 85% of the fair market value of a
share of the Common Stock of the Company on the Offering Date or (ii) 85% of the
fair market value of a share of the Common Stock of the Company on the Exercise
Date. The fair market value of the Company's Common Stock on a given date shall
be its closing price for such date, as reported in the Wall Street Journal.
-4-
8. EXERCISE OF OPTION. Unless a participant withdraws from the Plan as
provided in paragraph 11 below, his or her option for the purchase of shares
will be exercised automatically on each Exercise Date of each Offering Period,
and the maximum number of full shares subject to option shall be purchased for
such participant at the applicable option price with the accumulated payroll
deductions in his or her account. No fractional shares will be purchased. Any
amount remaining in the participant's account after an Exercise Date shall be
held in the account until the next Exercise Date in such Offering Period, unless
the Offering Period has been over-subscribed or has terminated with such
Exercise Date, in which case such amount shall be refunded to the participant.
During a participant's lifetime, a participant's option to purchase shares
hereunder is exercisable only by him or her.
9. DELIVERY. As promptly as practicable after each Exercise Date on
which a purchase of shares occurs, the Company shall arrange the delivery to
each participant, as appropriate, of a certificate representing the shares
purchased upon exercise of his or her option.
10. AUTOMATIC TRANSFER TO LOW PRICE OFFERING PERIOD. In the event that
the fair market value of the Company's Common Stock is lower on an Exercise Date
than it was on the first Offering Date for that Offering Period, all Employees
participating in the Plan on the Exercise Date shall be deemed to have withdrawn
from the Offering Period immediately after the exercise of their option on such
Exercise Date and to have enrolled as participants in a new Offering Period
which begins on or about the day following such Exercise Date. In the event the
new Offering Period begins on or about July 1, the Offering Period shall have a
duration of twenty-four (24) months, consisting of four six-month Exercise
Periods. In the event the new Offering Period begins on or about January 1,
such new Offering Period shall have a duration of either six (6) or eighteen
(18) months, depending on the number of months remaining in the Offering Period
that is replaced by such new Offering Period, and shall consist of one (1) or
three (3) Exercise Periods, respectively. A participant may elect to remain in
the previous Offering Period by filing a written statement declaring such
election with the Company prior to the time of the automatic change to the new
Offering Period.
11. WITHDRAWAL; TERMINATION OF EMPLOYMENT.
(a) A participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise his or
her option under the Plan at any time by giving written notice to the Company in
the form of Exhibit B to this Plan. All of the participant's payroll deductions
credited to his or her account will be paid to such participant promptly after
receipt of notice of withdrawal and such participant's option for the Offering
Period will be automatically terminated, and no further payroll deductions for
the purchase of shares will be made during the Offering Period. If a
participant withdraws from an Offering Period, payroll deductions will not
resume at the beginning of the succeeding Offering Period unless the participant
delivers to the Company a new subscription agreement.
-5-
(b) Upon termination of the participant's Continuous Status as an
Employee prior to the Exercise Date for any reason, including retirement or
death, the payroll deductions credited to such participant's account during the
Offering Period but not yet used to exercise the option will be returned to such
participant or, in the case of his or her death, to the person or persons
entitled thereto under paragraph 15, and such participant's option will be
automatically terminated.
(c) In the event an Employee fails to remain in Continuous Status as
an Employee of the Company for at least twenty (20) hours per week during an
Offering Period in which the Employee is a participant, he or she will be deemed
to have elected to withdraw from the Plan and the payroll deductions credited to
his or her account will be returned to such participant and such participant's
option terminated.
(d) A participant's withdrawal from an Offering Period will not have
any effect upon his or her eligibility to participate in any similar plan which
may hereafter be adopted by the Company or in succeeding Offering Periods which
commence after the termination of the Exercise Period from which the participant
withdraws.
12. INTEREST. No interest shall accrue on the payroll deductions of a
participant in the Plan.
13. STOCK.
(a) The maximum number of shares of the Company's Common Stock which
shall be made available for sale under the Plan shall be 450,000 shares, subject
to adjustment upon changes in capitalization of the Company as provided in
paragraph 19. If on a given Exercise Date the number of shares with respect to
which options are to be exercised exceeds the number of shares then available
under the Plan, the Board shall make a pro rata allocation of the shares
remaining available for purchase in as uniform a manner as shall be practicable
and as it shall determine to be equitable.
(b) The participant will have no interest or voting right in shares
covered by his option until such option has been exercised.
(c) Shares to be delivered to a participant under the Plan will be
registered in the name of the participant or in the name of the participant and
his or her spouse.
14. ADMINISTRATION. The Plan shall be administered by the Board of the
Company or a committee of members of the Board appointed by the Board. The
administration, interpretation or application of the Plan by the Board or its
committee shall be final, conclusive and binding upon all participants. Members
of the Board who are eligible Employees are permitted to participate in the
Plan, provided that:
(a) Members of the Board who are eligible to participate in the Plan
may not vote on any matter affecting the administration of the Plan or the grant
of any option pursuant to the Plan.
-6-
(b) If a Committee is established to administer the Plan, no member
of the Board who is eligible to participate in the Plan may be a member of the
Committee.
15. DESIGNATION OF BENEFICIARY.
(a) A participant may file a written designation of a beneficiary who
is to receive any shares and cash, if any, from the participant's account under
the Plan in the event of such participant's death subsequent to an Exercise Date
on which the option is exercised but prior to delivery to such participant of
such shares and cash. In addition, a participant may file a written designation
of a beneficiary who is to receive any cash from the participant's account under
the Plan in the event of such participant's death prior to exercise of the
option.
(b) Such designation of beneficiary may be changed by the participant
at any time by written notice. In the event of the death of a participant and
in the absence of a beneficiary validly designated under the Plan who is living
at the time of such participant's death, the Company shall deliver such shares
and/or cash to the executor or administrator of the estate of the participant,
or if no such executor or administrator has been appointed (to the knowledge of
the Company), the Company, in its discretion, may deliver such shares and/or
cash to the spouse or to any one or more dependents or relatives of the
participant, or if no spouse, dependent or relative is known to the Company,
then to such other person as the Company may designate.
16. TRANSFERABILITY. Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option or
to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in paragraph 15 hereof) by the participant. Any
such attempt at assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds from an Offering Period in accordance with paragraph 11.
17. USE OF FUNDS. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.
18. REPORTS. Individual accounts will be maintained for each participant
in the Plan. Statements of account will be given to participating Employees at
least annually, which statements will set forth the amounts of payroll
deductions, the per share purchase price, the number of shares purchased and the
remaining cash balance, if any.
19. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Subject to any required
action by the shareholders of the Company, the number of shares of Common Stock
covered by each option under the Plan which has not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance under
the Plan but have not yet been placed under option (collectively, the
"Reserves"), as well as the price per share of Common Stock covered by each
option under the Plan which has not yet been exercised, shall be proportionately
adjusted for any increase or decrease in
-7-
the number of issued shares of Common Stock 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 shares of
Common Stock 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." Such
adjustment shall be made by the Board, whose determination in that respect shall
be final, binding and conclusive. Except as expressly provided herein, no issue
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 of Common Stock
subject to an option.
The Board may, if it so determines in the exercise of its sole discretion,
also make provision for adjusting the Reserves, as well as the price per share
of Common Stock covered by each outstanding option, in the event that the
Company effects one or more reorganizations, recapitalizations, rights offerings
or other increases or reductions of shares of its outstanding Common Stock, and
in the event of a consolidation of the Company or merger with or into any other
corporation.
20. AMENDMENT OR TERMINATION. The Board of Directors of the Company may
at any time and for any reason terminate or amend the Plan. Except as provided
in paragraph 19, no such termination can affect options previously granted,
provided that an Offering Period may be terminated by the Board of Directors on
any Exercise Date if the Board determines that the termination of the Plan is in
the best interests of the Company and its shareholders. Except as provided in
paragraph 19, no amendment may make any change in any option theretofore granted
which adversely affects the rights of any participant. In addition, to the
extent necessary to comply with Rule 16b-3 under the Securities Exchange Act of
1934, as amended, or under Section 423 of the Code (or any successor rule or
provision or any other applicable law or regulation), the Company shall obtain
shareholder approval in such a manner and to such a degree as so required.
21. NOTICES. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or by
the person, designated by the Company for the receipt thereof.
22. SHAREHOLDER APPROVAL.
(a) Continuance of the Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months before or after the date
the Plan is adopted. Such shareholder approval shall be obtained in the manner
and degree required under the California General Corporation Law.
(b) If and in the event that the Company registers any class of
equity securities pursuant to Section 12 of the Exchange Act, any required
approval of the shareholders of the Company obtained after such registration
shall be solicited substantially in accordance with Section 14(a) of the
Exchange Act and the rules and regulations promulgated thereunder.
-8-
(c) If any required approval by the shareholders of the Plan itself
or of any amendment thereto is solicited at any time otherwise than in the
manner described in paragraph 21(b) hereof, then the Company shall, at or prior
to the first annual meeting of shareholders held subsequent to the later of (1)
the first registration of any class of equity securities of the Company under
Section 12 of the Exchange Act or (2) the granting of an option hereunder to an
officer or director after such registration, do the following:
(i) furnish in writing to the holders entitled to vote for the Plan
substantially the same information which would be required (if proxies to be
voted with respect to approval or disapproval of the Plan or amendment were then
being solicited) by the rules and regulations in effect under Section 14(a) of
the Exchange Act at the time such information is furnished, and
(ii) file with, or mail for filing to, the Securities and Exchange
Commission four copies of the written information referred to in subsection (i)
hereof not later than the date on which such information is first sent or given
to shareholders.
23. CONDITIONS UPON ISSUANCE OF SHARES. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, 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 applicable provisions of law.
24. TERM OF PLAN. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company as described in paragraph 22. It shall continue in
effect for a term of ten (10) years unless sooner terminated under paragraph 20.
-9-
EXHIBIT A
LASERSCOPE
1989 EMPLOYEE STOCK PURCHASE PLAN
SUBSCRIPTION AGREEMENT
Original ApplicationOffering Date:
- ----- --------------
Change in Payroll Deduction Rate
- -----
Change of Beneficiary(ies)
- -----
1. _____________________________________________________________ hereby elects
to participate in the Laserscope 1989 Employee Stock Purchase Plan (the
"Stock Purchase Plan") and subscribes to purchase shares of the Company's
Common Stock in accordance with this Subscription Agreement and the Stock
Purchase Plan.
2. I hereby authorize payroll deductions from each paycheck in the amount of
______% of my Compensation on each payday (not to exceed 10%) during the
Offering Period in accordance with the Stock Purchase Plan. Such
deductions are to continue for succeeding Offering Periods under the Stock
Purchase Plan until I give written instructions for a change in or
termination of such deductions.
3. I understand that said payroll deductions shall be accumulated for the
purchase of shares of Common Stock at the applicable purchase price
determined in accordance with the Stock Purchase Plan.
I further understand that shares will be purchased for me automatically on
each Exercise Date unless I otherwise withdraw from the Offering Period by
giving written notice to the Company.
4. I have received a copy of the complete "Laserscope 1989 Employee Stock
Purchase Plan." I understand that my participation in the Employee Stock
Purchase Plan is in all respects subject to the terms of the Plan. I
understand that the grant of the option by the Company under this
Subscription Agreement is subject to obtaining shareholder approval of the
Employee Stock Purchase Plan.
5. Shares purchased for me under the Employee Stock Purchase Plan should be
issued in the name(s) of:
-------------------------------------------------
---------------------------------------------------------------------------
-----------.
6. I acknowledge that, under the Internal Revenue Code, there are special tax
"holding period" rules that govern the tax consequences of buying and
selling shares under the Stock Purchase
-1-
Plan. I understand that if I dispose of shares purchased under the Plan
within two years of the Offering Date (i.e., the first day of the Offering
Period) or within one year of the Exercise Date (i.e., the date the shares
are purchased), I will be treated for federal income tax purposes as having
received ordinary income at the time of the sale equal to the difference
between my purchase price and the market value of the stock ON THE EXERCISE
DATE. Any amount in excess of that difference will be treated as capital
gain. I hereby agree to notify the Company in writing within 30 days after
the date of any such disposition.
I further understand that if I hold the shares for both the 2-year and
l-year holding periods described above, at the time I dispose of the shares
I will be treated for federal income tax purposes as having received
ordinary income in an amount equal only to the lesser of (1) the difference
between my purchase price and the market value of the stock ON THE OFFERING
DATE or (2) the difference between my purchase price and the actual sale
price for my stock. Any additional gain I receive on the sale will be
treated as capital gain.
7. I hereby agree to be bound by the terms of the Stock Purchase Plan. The
effectiveness of this Subscription Agreement is dependent upon my
eligibility to participate in the Stock Purchase Plan.
8. In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due me under the Stock
Purchase Plan:
NAME: (Please print)
------------------------------------------------------------
(First) (Middle) (Last)
- ------------------------------ ---------------------------------------------
Relationship
---------------------------------------------
(Address)
-2-
NAME: (Please print)
------------------------------------------------------------
(First) (Middle) (Last)
- ------------------------------ ---------------------------------------------
Relationship
---------------------------------------------
(Address)
Employee's Social
Security Number:
--------------------------------------------------
Employee's Address:
--------------------------------------------------
--------------------------------------------------
--------------------------------------------------
I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALL REMAIN IN EFFECT THROUGHOUT
SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BY ME.
Dated:
------------------------ ---------------------------------------------
Signature of Employee
-3-
EXHIBIT B
LASERSCOPE
1989 EMPLOYEE STOCK PURCHASE PLAN
NOTICE OF WITHDRAWAL
The undersigned participant in the Offering Period of the Laserscope 1989
Stock Purchase Plan which began on ____________, 19___ (the "Offering Date")
hereby notifies the Company that he or she hereby withdraws from the Offering
Period. He or she hereby directs the Company to pay to the undersigned as
promptly as possible all the payroll deductions credited to his or her account
with respect to such Offering Period. The undersigned understands and agrees
that his or her option for such Offering Period will be automatically
terminated. The undersigned understands further that no further payroll
deductions will be made for the purchase of shares in the current Offering
Period and the undersigned shall be eligible to participate in succeeding
Offering Periods only by delivering to the Company a new Subscription Agreement.
Name and Address of Participant
----------------------------------------
----------------------------------------
----------------------------------------
Signature
----------------------------------------
Date:
-----------------------------------
-1-
EXHIBIT C
LASERSCOPE
1989 EMPLOYEE STOCK PURCHASE PLAN
NOTICE TO RESUME PAYROLL DEDUCTIONS
The undersigned participant in the Offering Period of the Laserscope 1989
Stock Purchase Plan which began on ____________, 19___ hereby notifies the
Company to resume payroll deductions for his or her account at the beginning of
the next Exercise Period within such Offering Period in accordance with the
terms of the Subscription Agreement executed by the undersigned at the beginning
of the Offering Period. The undersigned understands that he or she may change
the payroll deduction rate or the beneficiaries named in such Subscription
Agreement by submitting a revised Subscription Agreement.
Name and Address of Participant
----------------------------------------
----------------------------------------
----------------------------------------
Signature
----------------------------------------
Date:
-----------------------------------
-1-