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Exhibit 4.1




ENDOLOGIX, INC.

EMPLOYEE STOCK PURCHASE PLAN

AS AMENDED AND RESTATED THROUGH OCTOBER 28, 2003




I. PURPOSE OF THE PLAN




     This Employee Stock Purchase Plan is intended to promote the interests of
Endologix, Inc. by providing eligible employees with the opportunity to acquire
a proprietary interest in the Corporation through participation in a
payroll-deduction based employee stock purchase plan designed to qualify under
Section 423 of the Code.



     Capitalized terms herein shall have the meanings assigned to such terms in
the attached Appendix.



II. ADMINISTRATION OF THE PLAN




     The Plan Administrator shall have full authority to interpret and construe
any provision of the Plan and to adopt such rules and regulations for
administering the Plan as it may deem necessary in order to comply with the
requirements of Code Section 423. Decisions of the Plan Administrator shall be
final and binding on all parties having an interest in the Plan.



III. STOCK SUBJECT TO PLAN




     A. The stock purchasable under the Plan shall be shares of authorized but
unissued or reacquired Common Stock, including shares of Common Stock purchased
on the open market. The maximum number of shares of Common Stock which may be
issued over the term of the Plan shall not exceed Six Hundred Thousand
(600,000) shares.



     B. Should any change be made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class
without the Corporation’s receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and class of securities issuable under
the Plan, and (ii) the number and class of securities and the price per share
in effect under each outstanding purchase right in order to prevent the
dilution or enlargement of benefits thereunder.



IV. OFFERING PERIODS




     A. Shares of Common Stock shall be offered for purchase under the Plan
through a series of successive offering periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the Plan
shall have been purchased or (ii) the Plan shall have been sooner terminated.



     B. Each offering period shall be of such duration (not to exceed
twenty-four (24) months) as determined by the Plan Administrator prior to the
start date. The initial offering period shall commence at the Effective Time
and terminate on the last business day in July 1998. The next



 









 




offering period shall commence on the first business day in August 1998,
and subsequent offering periods shall commence as designated by the Plan
Administrator.




     C. Each offering period shall be comprised of a series of one or more
successive Purchase Intervals. Purchase Intervals shall run from the first
business day in February each year to the last business day in July of the same
year and from the first business day in August each year to the last business
day in January of the following year. However, the first Purchase Interval in
effect under the initial offering period shall commence at the Effective Time
and terminate on the last business day in January 1997.



     D. Should the Fair Market Value per share of Common Stock on any Purchase
Date within an offering period be less than the Fair Market Value per share of
Common Stock on the start date of that offering period, then that offering
period shall automatically terminate immediately after the purchase of shares
of Common Stock on such Purchase Date, and a new offering period shall commence
on the next business day following such Purchase Date. The new offering period
shall have a duration of twenty four (24) months, unless a shorter duration is
established by the Plan Administrator within five (5) business days following
the start date of that offering period.



V. ELIGIBILITY




     A. Each individual who is an Eligible Employee on the start date of any
offering period under the Plan may enter that offering period on such start
date or on any subsequent Semi-Annual Entry Date within that offering period,
provided he or she remains an Eligible Employee.



     B. Each individual who first becomes an Eligible Employee after the start
date of an offering period may enter that offering period on any subsequent
Semi-Annual Entry Date within that offering period on which he or she is an
Eligible Employee.



     C. The date an individual enters an offering period shall be designated
his or her Entry Date for purposes of that offering period.



     D. To participate in the Plan for a particular offering period, the
Eligible Employee must complete the enrollment forms prescribed by the Plan
Administrator (including a stock purchase agreement and a payroll deduction
authorization) and file such forms with the Plan Administrator (or its
designate) on or before his or her scheduled Entry Date.



VI. PAYROLL DEDUCTIONS




     A. The payroll deduction authorized by the Participant for purposes of
acquiring shares of Common Stock during an offering period may be any multiple
of one percent (1%) of the Base Salary paid to the Participant during each
Purchase Interval within that offering period, up to a maximum of ten percent
(10%). The deduction rate so authorized shall continue in effect throughout
the offering period, except to the extent such rate is changed in accordance
with the following guidelines:



          1. The Participant may, at any time during the offering period, reduce his
or her rate of payroll deduction to become effective as soon as possible after
filing the appropriate form



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with the Plan Administrator. The Participant may not, however, effect
more than one (1) such reduction per Purchase Interval.




          2. The Participant may, prior to the commencement of any new Purchase
Interval within the offering period, increase the rate of his or her payroll
deduction by filing the appropriate form with the Plan Administrator. The new
rate (which may not exceed the ten percent (10%) maximum) shall become
effective on the start date of the first Purchase Interval following the filing
of such form.



     B. Payroll deductions shall begin on the first pay day following the
Participant’s Entry Date into the offering period and shall (unless sooner
terminated by the Participant) continue through the pay day ending with or
immediately prior to the last day of that offering period. The amounts so
collected shall be credited to the Participant’s book account under the Plan,
but no interest shall be paid on the balance from time to time outstanding in
such account. The amounts collected from the Participant shall not be held in
any segregated account or trust fund and may be commingled with the general
assets of the Corporation and used for general corporate purposes.



     C. Payroll deductions shall automatically cease upon the termination of
the Participant’s purchase right in accordance with the provisions of the Plan.



     D. The Participant’s acquisition of Common Stock under the Plan on any
Purchase Date shall neither limit nor require the Participant’s acquisition of
Common Stock on any subsequent Purchase Date, whether within the same or a
different offering period.



VII. PURCHASE RIGHTS




     A. Grant of Purchase Right. A Participant shall be granted a separate
purchase right for each offering period in which he or she participates. The
purchase right shall be granted on the Participant’s Entry Date into the
offering period and shall provide the Participant with the right to purchase
shares of Common Stock, in a series of successive installments over the
remainder of such offering period, upon the terms set forth below. The
Participant shall execute a stock purchase agreement embodying such terms and
such other provisions (not inconsistent with the Plan) as the Plan
Administrator may deem advisable.



     Under no circumstances shall purchase rights be granted under the Plan to
any Eligible Employee if such individual would, immediately after the grant,
own (within the meaning of Code Section 424(d)) or hold outstanding options or
other rights to purchase, stock possessing five percent (5%) or more of the
total combined voting power or value of all classes of stock of the Corporation
or any Corporate Affiliate.



     B. Exercise of the Purchase Right. Each purchase right shall be
automatically exercised in installments on each successive Purchase Date within
the offering period, and shares of Common Stock shall accordingly be purchased
on behalf of each Participant (other than Participants whose payroll deductions
have previously been refunded pursuant to the Termination of Purchase Right
provisions below) on each such Purchase Date. The purchase shall be effected
by applying the Participant’s payroll deductions for the Purchase Interval
ending on such Purchase Date to the purchase of whole shares of Common Stock at
the purchase price in effect for the Participant for that Purchase Date.



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     C. Purchase Price. The purchase price per share at which Common Stock
will be purchased on the Participant’s behalf on each Purchase Date within the
offering period shall not be less than eighty-five percent (85%) of the lower
of (i) the Fair Market Value per share of Common Stock on the Participant’s
Entry Date into that offering period or (ii) the Fair Market Value per share of
Common Stock on that Purchase Date.



     D. Number of Purchasable Shares. The number of shares of Common Stock
purchasable by a Participant on each Purchase Date during the offering period
shall be the number of whole shares obtained by dividing the amount collected
from the Participant through payroll deductions during the Purchase Interval
ending with that Purchase Date by the purchase price in effect for the
Participant for that Purchase Date.



     E. Excess Payroll Deductions. Any payroll deductions not applied to the
purchase of shares of Common Stock on any Purchase Date because they are not
sufficient to purchase a whole share of Common Stock shall be held for the
purchase of Common Stock on the next Purchase Date. However, any payroll
deductions not applied to the purchase of Common Stock by reason of the
limitation on the maximum number of shares purchasable by the Participant on
the Purchase Date shall be promptly refunded.



     F. Termination of Purchase Right. The following provisions shall govern
the termination of outstanding purchase rights:



          1. A Participant may, at any time prior to the next scheduled Purchase
Date in the offering period, terminate his or her outstanding purchase right by
filing the appropriate form with the Plan Administrator (or its designate), and
no further payroll deductions shall be collected from the Participant with
respect to the terminated purchase right. Any payroll deductions collected
during the Purchase Interval in which such termination occurs shall, at the
Participant’s election, be immediately refunded or held for the purchase of
shares on the next Purchase Date. If no such election is made at the time such
purchase right is terminated, then the payroll deductions collected with
respect to the terminated right shall be refunded as soon as possible.



          2. The termination of such purchase right shall be irrevocable, and the
Participant may not subsequently rejoin the offering period for which the
terminated purchase right was granted. In order to resume participation in any
subsequent offering period, such individual must re-enroll in the Plan (by
making a timely filing of the prescribed enrollment forms) on or before his or
her scheduled Entry Date into that offering period.



          3. Should the Participant cease to remain an Eligible Employee for any
reason (including death, disability or change in status) while his or her
purchase right remains outstanding, then that purchase right shall immediately
terminate, and all of the Participant’s payroll deductions for the Purchase
Interval in which the purchase right so terminates shall be immediately
refunded. However, should the Participant cease to remain in active service by
reason of an approved unpaid leave of absence, then the Participant shall have
the right, exercisable up until the last business day of the Purchase Interval
in which such leave commences, to (a) withdraw all the payroll deductions
collected to date on his or her behalf for that Purchase Interval or (b) have
such funds held for the purchase of shares on his or her behalf on the next
scheduled Purchase Date. In no event, however, shall any further payroll
deductions be collected on the Participant’s behalf during such leave. Upon
the Participant’s return to active service, his or her payroll deductions under
the Plan shall



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automatically resume at the rate in effect at the time the leave began,
unless the Participant withdraws from the Plan prior to his or her return.




     G. Corporate Transaction. Each outstanding purchase right shall
automatically be exercised, immediately prior to the effective date of any
Corporate Transaction, by applying the payroll deductions of each Participant
for the Purchase Interval in which such Corporate Transaction occurs to the
purchase of whole shares of Common Stock at a purchase price per share not less
than eighty-five percent (85%) of the lower of (i) the Fair Market Value per
share of Common Stock on the Participant’s Entry Date into the offering period
in which such Corporate Transaction occurs or (ii) the Fair Market Value per
share of Common Stock immediately prior to the effective date of such Corporate
Transaction.



     The Corporation shall use its best efforts to provide at least ten (10)
days prior written notice of the occurrence of any Corporate Transaction, and
Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights prior to the effective date of the
Corporate Transaction.



     H. Proration of Purchase Rights. Should the total number of shares of
Common Stock to be purchased pursuant to outstanding purchase rights on any
particular date exceed the number of shares then available for issuance under
the Plan, the Plan Administrator shall make a pro-rata allocation of the
available shares on a uniform and nondiscriminatory basis, and the payroll
deductions of each Participant, to the extent in excess of the aggregate
purchase price payable for the Common Stock pro-rated to such individual, shall
be refunded.



     I. Assignability. The purchase right shall be exercisable only by the
Participant and shall not be assignable or transferable by the Participant.



     J. Stockholder Rights. A Participant shall have no stockholder rights
with respect to the shares subject to his or her outstanding purchase right
until the shares are purchased on the Participant’s behalf in accordance with
the provisions of the Plan and the Participant has become a holder of record of
the purchased shares.



VIII. ACCRUAL LIMITATIONS




     A. No Participant shall be entitled to accrue rights to acquire Common
Stock pursuant to any purchase right outstanding under this Plan if and to the
extent such accrual, when aggregated with (i) rights to purchase Common Stock
accrued under any other purchase right granted under this Plan and (ii) similar
rights accrued under other employee stock purchase plans (within the meaning of
Code Section 423) of the Corporation or any Corporate Affiliate, would
otherwise permit such Participant to purchase more than Twenty-Five Thousand
Dollars ($25,000) worth of stock of the Corporation or any Corporate Affiliate
(determined on the basis of the Fair Market Value per share on the date or
dates such rights are granted) for each calendar year such rights are at any
time outstanding.



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     B. For purposes of applying such accrual limitations to the purchase
rights granted under the Plan, the following provisions shall be in effect:



          1. The right to acquire Common Stock under each outstanding purchase right
shall accrue in a series of installments on each successive Purchase Date
during the offering period on which such right remains outstanding.



          2. No right to acquire Common Stock under any outstanding purchase right
shall accrue to the extent the Participant has already accrued in the same
calendar year the right to acquire Common Stock under one (1) or more other
purchase rights at a rate equal to Twenty-Five Thousand Dollars ($25,000) worth
of Common Stock (determined on the basis of the Fair Market Value per share on
the date or dates of grant) for each calendar year such rights were at any time
outstanding.



     C. If by reason of such accrual limitations, any purchase right of a
Participant does not accrue for a particular Purchase Interval, then the
payroll deductions which the Participant made during that Purchase Interval
with respect to such purchase right shall be promptly refunded.



     D. In the event there is any conflict between the provisions of this
Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.



IX. EFFECTIVE DATE AND TERM OF THE PLAN




     A. The Plan was adopted by the Board on April 30, 1996 and shall become
effective at the Effective Time, provided no purchase rights granted under the
Plan shall be exercised, and no shares of Common Stock shall be issued
hereunder, until (i) the Plan shall have been approved by the stockholders of
the Corporation and (ii) the Corporation shall have complied with all
applicable requirements of the 1933 Act (including the registration of the
shares of Common Stock issuable under the Plan on a Form S-8 registration
statement filed with the Securities and Exchange Commission), all applicable
listing requirements of any stock exchange (or the Nasdaq National Market, if
applicable) on which the Common Stock is listed for trading and all other
applicable requirements established by law or regulation. In the event such
stockholder approval is not obtained, or such compliance is not effected,
within twelve (12) months after the date on which the Plan is adopted by the
Board, the Plan shall terminate and have no further force or effect, and all
sums collected from Participants during the initial offering period hereunder
shall be refunded.



     B. Unless sooner terminated by the Board, the Plan shall terminate upon
the earliest of (i) the last business day in July 2006, (ii) the date on which
all shares available for issuance under the Plan shall have been sold pursuant
to purchase rights exercised under the Plan or (iii) the date on which all
purchase rights are exercised in connection with a Corporate Transaction. No
further purchase rights shall be granted or exercised, and no further payroll
deductions shall be collected, under the Plan following such termination.



X. AMENDMENT OF THE PLAN




     The Board may alter, amend, suspend or discontinue the Plan at any time to
become effective immediately following the close of any Purchase Interval.
However, the Board may not, without the



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approval of the Corporation’s stockholders, (i) materially increase the
number of shares of Common Stock issuable under the Plan or the maximum number
of shares purchasable per Participant on any one Purchase Date, except for
permissible adjustments in the event of certain changes in the Corporation’s
capitalization, (ii) alter the purchase price formula so as to reduce the
purchase price payable for the shares of Common Stock purchasable under the
Plan or (iii) materially increase the benefits accruing to Participants under
the Plan or materially modify the requirements for eligibility to participate
in the Plan.




XI. GENERAL PROVISIONS




     A. All costs and expenses incurred in the administration of the Plan shall
be paid by the Corporation.



     B. Nothing in the Plan shall confer upon the Participant any right to
continue in the employ of the Corporation or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any way
the rights of the Corporation (or any Corporate Affiliate employing such
person) or of the Participant, which rights are hereby expressly reserved by
each, to terminate such person’s employment at any time for any reason, with
or without cause.



     C. The provisions of the Plan shall be governed by the laws of the State
of California without resort to that State’s conflict-of-laws rules.



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SCHEDULE A




Corporations Participating in

Employee Stock Purchase Plan

As of the Effective Time




Endologix, Inc.




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APPENDIX




     The following definitions shall be in effect under the Plan:



     A. Base Salary shall mean the (i) regular base salary paid to a
Participant by one or more Participating Companies during such individual’s
period of participation in one or more offering periods under the Plan plus
(ii) any pre-tax contributions made by the Participant to any Code Section
401(k) salary deferral plan or any Code Section 125 cafeteria benefit program
now or hereafter established by the Corporation or any Corporate Affiliate.
The following items of compensation shall not be included in Base Salary: (i)
all overtime payments, bonuses, commissions (other than those functioning as
base salary equivalents), profit-sharing distributions and other incentive-type
payments and (ii) any and all contributions (other than Code Section 401(k) or
Code Section 125 contributions) made on the Participant’s behalf by the
Corporation or any Corporate Affiliate under any employee benefit or welfare
plan now or hereafter established.



     B. Board shall mean the Corporation’s Board of Directors.



     C. Code shall mean the Internal Revenue Code of 1986, as amended.



     D. Common Stock shall mean the Corporation’s common stock.



     E. Corporate Affiliate shall mean any parent or subsidiary corporation of
the Corporation (as determined in accordance with Code Section 424), whether
now existing or subsequently established.



     F. Corporate Transaction shall mean either of the following
stockholder-approved transactions to which the Corporation is a party:



          1. a merger or consolidation in which securities possessing more than
fifty percent (50%) of the total combined voting power of the Corporation’s
outstanding securities are transferred to a person or persons different from
the persons holding those securities immediately prior to such transaction, or



          2. the sale, transfer or other disposition of all or substantially all of
the assets of the Corporation in complete liquidation or dissolution of the
Corporation.



     G. Corporation shall mean Endologix, Inc., a Delaware corporation, and any
corporate successor to all or substantially all of the assets or voting stock
of CardioVascular Dynamics, Inc. which shall by appropriate action adopt the
Plan.



     H. Effective Time shall mean the time at which the Underwriting Agreement
is executed and finally priced. Any Corporate Affiliate which becomes a
Participating Corporation after such Effective Time shall designate a
subsequent Effective Time with respect to its employee Participants.



     I. Eligible Employee shall mean any person who is employed by a
Participating Corporation on a basis under which he or she is regularly
expected to render more than twenty (20)



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hours of service per week for more than five (5) months per calendar year
for earnings considered wages under Code Section 3401(a).




     J. Entry Date shall mean the date an Eligible Employee first commences
participation in the offering period in effect under the Plan. The earliest
Entry Date under the Plan shall be the Effective Time.



     K. Fair Market Value per share of Common Stock on any relevant date shall
be determined in accordance with the following provisions:



          1. If the Common Stock is at the time traded on the Nasdaq National
Market, then the Fair Market Value shall be the closing selling price per share
of Common Stock on the date in question, as such price is reported by the
National Association of Securities Dealers on the Nasdaq National Market or any
successor system. If there is no closing selling price for the Common Stock on
the date in question, then the Fair Market Value shall be the closing selling
price on the last preceding date for which such quotation exists.



          2. If the Common Stock is at the time listed on any Stock Exchange, then
the Fair Market Value shall be the closing selling price per share of Common
Stock on the date in question on the Stock Exchange determined by the Plan
Administrator to be the primary market for the Common Stock, as such price is
officially quoted in the composite tape of transactions on such exchange. If
there is no closing selling price for the Common Stock on the date in question,
then the Fair Market Value shall be the closing selling price on the last
preceding date for which such quotation exists.



          3. For purposes of the initial offering period which begins at the
Effective Time, the Fair Market Value shall be deemed to be equal to the price
per share at which the Common Stock is sold in the initial public offering
pursuant to the Underwriting Agreement.



     L. 1933 Act shall mean the Securities Act of 1933, as amended.



     M. Participant shall mean any Eligible Employee of a Participating
Corporation who is actively participating in the Plan.



     N. Participating Corporation shall mean the Corporation and such Corporate
Affiliate or Affiliates as may be authorized from time to time by the Board to
extend the benefits of the Plan to their Eligible Employees. The Participating
Corporations in the Plan as of the Effective Time are listed in attached
Schedule A.



     O. Plan shall mean the Corporation’s Employee Stock Purchase Plan, as set
forth in this document.



     P. Plan Administrator shall mean the committee of two (2) or more Board
members appointed by the Board to administer the Plan.



     Q. Purchase Date shall mean the last business day of each Purchase
Interval. The initial Purchase Date shall be January 30, 1997.



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     R. Purchase Interval shall mean each successive six (6) month period
within the offering period at the end of which there shall be purchased shares
of Common Stock on behalf of each Participant.



     S. Semi-Annual Entry Date shall mean the first business day in February
and August each year on which an Eligible Employee may first enter an offering
period.



     T. Stock Exchange shall mean either the American Stock Exchange or the New
York Stock Exchange.



     U. Underwriting Agreement shall mean the agreement between the Corporation
and the underwriter or underwriters managing the initial public offering of the
Common Stock.



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