Exhibit 10.2.7

CANDELA CORPORATION
1998 Third Amended and Restated Stock Plan
December 12, 2006

1.Purpose.The purpose of the Candela Corporation Third Amended and Restated 1998 Stock Plan (the
"Plan") is to encourage employees of Candela Corporation (the "Company") and of any present or future
parent or subsidiary of the Company (collectively, "Related Corporations") and other individuals who render services to the Company or a Related
Corporation, by providing opportunities to participate in the ownership of the Company and its future growth through (a) the grant of options which qualify as "incentive stock options"
("ISOs") under Section 422(b) of the Internal Revenue Code of 1986, as amended (the "Code");
(b) the grant of options that do not qualify as ISOs ("Non-Qualified Options"); (c) awards of stock in the Company
("Awards"); (d) the grant of stock appreciation rights ("SARs"); and (e) opportunities to
make direct purchases of stock in the Company ("Purchases"). Both ISOs and Non-Qualified Options are referred to hereafter individually as
an "Option" and collectively as "Options." Options, Awards, SARs and authorizations to make Purchases
are referred to hereafter collectively as "Stock Rights." As used herein, the terms "parent" and
"subsidiary" mean "parent corporation" and "subsidiary corporation," respectively, as those terms are defined in Section 424 of the Code.

2.Administration of the Plan.



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3.Eligible Employees and Others.ISOs may be granted only to employees of the Company or any Related
Corporation. Non-Qualified Options, Awards, SARs and authorizations to make Purchases may be granted to any employee, officer or director (whether or not also an employee) or consultant of
the Company or any Related Corporation. The Committee may take into consideration a recipient's individual circumstances in determining whether to grant a Stock Right. The granting of any Stock Right
to any individual or entity shall neither entitle that individual or entity to, nor disqualify such individual or entity from, participation in any other grant of Stock Rights.

4.Stock.The stock subject to Stock Rights shall be authorized but unissued shares of Common Stock or shares of
Common Stock reacquired by the Company in any manner. The aggregate number of shares which may be issued pursuant to the Plan is 7,800,000, subject to adjustment as provided in paragraph 0. If
any Option granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease for any reason to be exercisable in whole or in part or shall

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be
repurchased by the Company, the unpurchased shares of Common Stock subject to such Option shall again be available for grants of Stock Rights under the Plan. Where payment upon exercise of a SAR is
made in shares of Common Stock, only the net number of shares of Common Stock issued in connection with such exercise shall be deemed "issued" for purposes of this paragraph 0.

No
employee of the Company or any Related Corporation may be granted Options and/or SARs to acquire, in the aggregate, more than 700,000 shares of Common Stock under the Plan during any fiscal year of
the Company, subject to adjustment as provided in paragraph 0. If any Option granted under the Plan shall expire or terminate for any reason without having been exercised in full or shall cease
for any reason to be exercisable in whole or in part or shall be repurchased by the Company, the shares subject to such Option shall be included in the determination of the aggregate number of shares
of Common Stock deemed to have been granted to such employee under the Plan.

5.Granting of Stock Rights.Stock Rights may be granted under the Plan at any time on or after
September 19, 1998 and prior to September 18, 2008. The date of grant of a Stock Right under the Plan will be the date specified by the Committee at the time it grants the Stock Right;
provided, however, that such date shall not be prior to the date on which the Committee acts to approve the grant. SARs may be granted in tandem with an Option ("Tandem
SARs"), or may be granted on a freestanding basis, not related to any Option ("Freestanding SARs"), or any combination of these
forms of SARs.

6.Minimum Price; ISO Limitations; Fair Market Value.



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7.Option and SAR Duration.Subject to earlier termination as provided in paragraphs 0 and 0 or in the agreement
relating to such Option or SAR, each Option and SAR shall expire on the date specified by the Committee, but not more than (i) ten years from the date of grant in the case of Options and SARs
generally and (ii) five years from the date of grant in the case of ISOs granted to an employee owning stock possessing more than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or any Related Corporation, as determined under paragraph 0(B). Subject to earlier termination as provided in paragraphs 0and 0, the term of each ISO shall be
the term set forth in the original instrument granting such ISO, except with respect to any part of such ISO that is converted into a Non-Qualified Option pursuant to paragraph 0.

8.Exercise of Option and SARs.Subject to the provisions of paragraphs 0 through 0, each Option or SAR granted
under the Plan shall be exercisable as follows:



9.Termination of Employment.Unless otherwise specified in the agreement relating to such ISO, if an ISO
optionee ceases to be employed by the Company and all Related Corporations other than by reason of death or disability as defined in paragraph 0, no further installments of his or her ISOs
shall become exercisable, and his or her ISOs shall terminate on the earlier of (a) three months after the date of termination of his or her employment, or (b) their specified expiration
dates, except to the extent that such ISOs (or unexercised installments thereof) have been converted into Non-Qualified Options pursuant to paragraph 0. For purposes of this
paragraph 0, employment shall be considered as continuing uninterrupted during any bona fide leave of absence (such as those attributable to illness, military obligations or governmental
service) provided that the period of such leave does not exceed

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90 days
or, if longer, any period during which such optionee's right to re-employment is guaranteed by statute or by contract. A bona fide leave of absence with the written approval
of the Committee shall not be considered an interruption of employment under this paragraph 0, provided that such written approval contractually obligates the Company or any Related Corporation
to continue the employment of the optionee after the approved period of absence. ISOs granted under the Plan shall not be affected by any change of employment within or among the Company and Related
Corporations, so long as the optionee continues to be an employee of the Company or any Related Corporation. Nothing in the Plan shall be deemed to give any grantee of any Stock Right the right to be
retained in employment or other service by the Company or any Related Corporation for any period of time.

10.Death; Disability.



11.Transferability of Options and SARs.Except as otherwise provided in subparagraphs 00 and 0(b) below, an
Option or SAR may not be sold, pledged, assigned, hypothecated, transferred or disposed of in any manner other than by will or by the laws of descent and distribution and may be exercised, during the
lifetime of the optionee or grantee, only by the optionee or grantee. Notwithstanding the
foregoing, with the consent of the Board or the Compensation Committee thereof, in either case in its sole discretion, an optionee or grantee may transfer all or a portion of his or her vested
Non-Qualified Options or SARs to:



As
a condition to any transfer pursuant to subparagraphs 00 and 0(b) each such transferee shall agree in writing (in a form satisfactory to the Committee) to be bound by the terms and conditions of
the Option or SAR agreement evidencing such transferred Option or SAR, as well as any additional restrictions or conditions as the Committee may require. Following the transfer of an Option or SAR in
accordance with this paragraph 0, the term "optionee" and "grantee" shall refer to the
transferee, except that, with respect to any requirements of continued service or employment or provision of the Company's tax withholding obligations, such terms shall refer to the optionee or
grantee. The Committee shall have no obligation to notify any transferee of any termination of the transferred Option or SAR, including an early termination resulting from the termination of
employment or service of the original optionee or grantee. No transferee shall make a subsequent transfer of a transferred Option or SAR except to the original optionee or grantee or as otherwise
provided in this paragraph 0.

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12.Terms and Conditions of Options and SARs.Options or SARs shall be evidenced by instruments (which need not
be identical) in such forms as the Committee may from time to time approve. Such instruments shall conform to the terms and conditions set forth in paragraphs 6 through 11 hereof and may contain such
other provisions as the Committee deems advisable which are not inconsistent with the Plan, including restrictions applicable to shares of Common Stock issuable upon exercise of Options or SARs. The
Committee may specify that any Non-Qualified Option or SARs shall be subject to the restrictions set forth herein with respect to ISOs, or to such other termination and cancellation
provisions as the Committee may determine. The Committee may from time to time confer authority and responsibility on one or more of its own members and/or one or more officers of the Company to
execute and deliver such instruments. The proper officers of the Company are authorized and directed to take any and all action necessary or advisable from time to time to carry out the terms of such
instruments.

13.Adjustments.Upon the occurrence of any of the following events, an optionee's or grantee's rights with
respect to Options or SARs granted to such optionee or grantee hereunder shall be adjusted as hereinafter provided, unless otherwise specifically provided in the written agreement between the optionee
or grantee and the Company relating to such Option or SAR:



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14.Means of Exercising Options and SARs.



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15.Term and Amendment of Plan.This Plan was adopted by the Board on September 19, 1998, subject, with
respect to the validation of ISOs granted under the Plan, to approval of the Plan by the stockholders of the Company at the next Meeting of Stockholders or, in lieu thereof, by written consent. If the
approval of stockholders is not obtained prior to September 19, 1999, any grants of ISOs under the Plan made prior to that date will be rescinded. The Plan shall expire at the end of the day on
September 18, 2008 (except as to Options outstanding on that date). Subject to the provisions of paragraph 0 above, Options may be granted under the Plan prior to the date of stockholder
approval of the Plan. The Board may terminate or amend the Plan in any respect at any time, except that, without the approval of the stockholders obtained within 12 months before or after the
Board adopts a resolution authorizing any of the following actions: (a) the total number of shares that may be issued under the Plan may not be increased (except by adjustment pursuant to
paragraph 0); (b) the provisions of paragraph 0regarding eligibility for grants of ISOs may not be modified; (c) the provisions of paragraph 0(B) regarding the
exercise price at which shares may be offered pursuant to ISOs may not be modified (except by adjustment pursuant to paragraph 0); and (d) the expiration date of the Plan may not be
extended. Except as otherwise provided in this paragraph 0, in no event may action of the Board
or stockholders alter or impair the rights of a grantee or optionee, without such grantee's or optionee's consent, under any Stock Right previously granted to such grantee or optionee.

16.Modifications of ISOs; Conversion Of ISOs into Non-Qualified Options.Subject to
paragraph 0(D), without the prior written consent of the holder of an ISO, the Committee shall not alter the terms of such ISO (including the means of exercising such ISO) if such alteration
would constitute a modification (within the meaning of Section 424(h)(3) of the Code). The Committee, at the written request or with the written consent of any optionee, may in its discretion
take such actions as may be necessary to convert such optionee's ISOs (or any installments or portions of installments thereof) that have not been exercised on the date of conversion into
Non-Qualified Options at any time prior to the expiration of such ISOs, regardless of whether the optionee is an employee of the Company or a Related Corporation at the time of such
conversion. Such actions may include, but shall not be limited to, extending the exercise period or reducing the exercise price of the appropriate installments of such ISOs. At the time of such
conversion, the Committee (with the consent of the optionee) may impose such conditions on the exercise of the resulting Non-Qualified Options as the Committee in its discretion may
determine, provided that such conditions shall not be inconsistent with this Plan. Nothing in the Plan shall be deemed to give any optionee the right to have such optionee's ISOs converted into
Non-Qualified Options, and no such conversion shall occur until and unless the

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Committee
takes appropriate action. Upon the taking of such action, the Company shall issue separate certificates to the optionee with respect to Options that are Non-Qualified Options and
Options that are ISOs.

17.Application of Funds.The proceeds received by the Company from the sale of shares pursuant to Options
granted and Purchases authorized under the Plan shall be used for general corporate purposes.

18.Notice to Company of a Disqualifying Disposition.By accepting an ISO granted under the Plan, each optionee
agrees to notify the Company in writing immediately after such optionee makes a Disqualifying Disposition (as described in Sections 421, 422 and 424 of the Code and regulations thereunder) of any
stock acquired pursuant to the exercise of ISOs granted under the Plan. A Disqualifying Disposition is generally any disposition occurring on or before the later of (a) the date two years
following the date the ISO was granted, or (b) the date one year following the date the ISO was exercised.

19.Withholding of Additional Income Taxes.Upon the exercise of a Non-Qualified Option, the
transfer of a Non-Qualified Option pursuant to an arm's-length transaction, the grant of an Award, the exercise of a SAR, the making of a Purchase of Common Stock for less than its fair
market value, the making of a Disqualifying Disposition (as defined in paragraph 0), the vesting or transfer of restricted stock or securities acquired on the exercise of an Option or SAR
hereunder, or the making of a distribution or other payment with respect to such stock or securities, the Company may withhold taxes in respect of amounts that constitute compensation includible in
gross income. The
Committee in its discretion may condition (i) the exercise of an Option, (ii) the transfer of a Non-Qualified Option, (iii) the grant of an Award, (iv) the
exercise of a SAR, (v) the making of a Purchase of Common Stock for less than its fair market value, or (vi) the vesting or transferability of restricted stock or securities acquired by
exercising an Option or SAR, on the optionee's or grantee's making satisfactory arrangements for such withholding. Such arrangements may include payment by the optionee or grantee in cash or by check
of the amount of the withholding taxes or, at the discretion of the Committee, by the optionee's or grantee's delivery of previously held shares of Common Stock or the withholding from the shares of
Common Stock otherwise deliverable upon exercise of a Option or SAR shares having an aggregate fair market value equal to the amount of such withholding taxes.

20.Governmental Regulation.The Company's obligation to sell and deliver shares of the Common Stock under this
Plan is subject to the approval of any governmental authority required in connection with the authorization, issuance or sale of such shares.

Government
regulations may impose reporting or other obligations on the Company with respect to the Plan. For example, the Company may be required to send tax information statements to employees and
former employees that exercise ISOs under the Plan, and the Company may be required to file tax information returns reporting the income received by optionees of Options in connection with the Plan.

21.Governing Law.The validity and construction of the Plan and the instruments evidencing Stock Rights shall
be governed by the laws of Delaware, or the laws of any jurisdiction in which the Company or its successors in interest may be organized.

22.Code Section 409a.To the extent applicable, it is intended that this Plan and any Options, SARs and
Awards granted and Purchases made hereunder comply with the requirements of Section 409A of the Code, and any related regulations or other guidance promulgated with respect to such Section by
the U.S. Department of the Treasury or the Internal Revenue Service ("Section 409A"). Any provision that would cause the Plan or any Options,
SARs and Awards granted or Purchases made hereunder to fail to satisfy Section 409A shall have no force or effect until amended to comply with Section 409A, which amendment may be
retroactive to the extent permitted by Section 409A.

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