**Exhibit10.1C****LASERSCOPE****2004 STOCK OPTION PLAN****STOCK OPTION AGREEMENT****NOTICE OF STOCK OPTION GRANT**«Optionee»      You have been granted an option to purchase Common Stock of Laserscope (the “Company”) asfollows:   Date of Grant [Date of Grant]   Exercise Price Per Share: $«ExercisePrice»   Total Number of Shares Granted: «SharesGranted»   Total Price of Shares Granted: $«TotalExercisePrice»   Type of Option: Incentive Stock Option (ISO)   Term/Expiration Date: [10 Years from Date of Grant]   Vesting Schedule: At the end of six months following the date of grant set forth in thisAgreement, 6/48th of the shares subject to this Option shall vest and thisOption shall become exercisable for such shares; and     At the end of each one-month period thereafter,1/48th of the shares subject to thisOption shall vest and this Option shall becomeexercisable for such shares and any sharespreviously vested but unpurchased.   Termination Period: Option may be exercised for a period of 90 days after termination ofemployment or consulting relationship except as set out in Sections 7 and 8 of theLaserscope 2004 Stock Option Plan (but in no event later than the Expiration Date).
 

 
By your signature and the signature of the Company’s representative below, you and the Companyagree that this option is granted under and governed by the terms and conditions of the Laserscope2004 Stock Option Plan, which is attached and made a part of thisdocument.     OPTIONEE: LASERSCOPE                 By:       Signature   Signature            By: Eric Reuter«Optionee»     Date:              Print Name   President & CEO
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**LASERSCOPE****2004 STOCK OPTION PLAN**          1. Purposes of the Plan. The purposes of this Stock Option Plan are toattract and retain the best available personnel for positions of substantial responsibility, toprovide additional incentive to Employees, Directors and Consultants and to promote the success ofthe Company’s business.     Options granted hereunder may be either Incentive Stock Options or Nonstatutory Stock Options,at the discretion of the Administrator and as reflected in the terms of the written optionagreement.          2. Definitions. As used herein, the following definitions shall apply:(a) “Administrator” shall mean the Board or any of its Committees appointedpursuant to Section 4 of the Plan. (b) “Board” shall mean the Board of Directors of the Company. (c) “Code” shall mean the Internal Revenue Code of 1986, as amended. (d) “Committee” shall mean a committee appointed by the Board in accordance withSection 4(a) below, if one is appointed. (e) “Common Stock” shall mean the common stock of the Company and any othersecurities into which such stock is changed, for which such stock is exchanged or which may beissued in respect thereof. (f) “Company” shall mean Laserscope, a California corporation. (g) “Consultant” shall mean any person who is engaged by the Company or anyParent or Subsidiary to render consulting services and is compensated for such consultingservices. (h) “Continuous Status as an Employee, Director or Consultant” shall mean theabsence of any interruption or termination of service as an Employee, Director or Consultant.A person’s Continuous Status as an Employee, Director or Consultant shall not be consideredinterrupted or terminated in the case of sick leave, military leave, or any other bona fideleave of absence. An Employee’s Continuous Status as an Employee, Director or Consultantterminates in any event when the approved leave ends unless he or she immediately returns toactive work. For purposes of this Plan, a change in status among Employee, Director orConsultant will not constitute an interruption or termination of service as an Employee,Director or Consultant. (i) “Director” shall mean a member of the Board whether compensated or not andany director of a Parent or Subsidiary who is compensated (other than only paid a director’sfee) for his or her services. (j) “Employee” shall mean any person who is a common-law employee of the Companyor any Parent or Subsidiary of the Company. The payment of a director’s fee by the Company orany Parent or Subsidiary shall not be sufficient to constitute “employment” for purposes ofthis definition. (k) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended. (l) “Fair Market Value” means, as of any date, the value of Common Stockdetermined as follows:
 

 
(i) If the Common Stock is listed on any established stock exchange or a national marketsystem (including without limitation the National Market System of the National Association ofSecurities Dealers, Inc. Automated Quotation (“NASDAQ”) System) or is a NASDAQ small-capissue, its Fair Market Value shall be the closing price for such stock reported by theapplicable composite transactions report for such exchange or quoted on such system for theapplicable date, as such price is reported in The Wall Street Journal or such othersource as the Administrator deems reliable; (ii) If the Common Stock is traded over-the-counter on the date in question but is not aNASDAQ national market or small-cap issue, then its Fair Market Value shall be the meanbetween the last reported representative bid and asked prices for the Common Stock quoted bythe applicable trading market for the applicable date or; (iii) If none of the foregoing provisions is applicable, then Fair Market Value shall bedetermined in good faith by the Administrator. (m) “Incentive Stock Option” shall mean an Option intended to qualify as anincentive stock option within the meaning of Section 422 of the Code. (n) “Nonstatutory Stock Option” shall mean an Option not intended to qualify asan Incentive Stock Option. (o) “Option” shall mean a stock option granted pursuant to the Plan. (p) “Optioned Stock” shall mean the Shares subject to an Option. (q) “Optionee” shall mean an Employee, Director or Consultant who receives anOption. (r) “Parent” shall mean a “parent corporation,” whether now or hereafterexisting, as defined in Section 424(e) of the Code. (s) “Plan” shall mean this 2004 Stock Option Plan, as amended and restated onMarch 4, 2005. (t) “Rule 16b-3” shall mean Rule 16b-3 promulgated under the Exchange Act as thesame may be amended from time to time, or any successor provision. (u) “Share” shall mean a share of the Common Stock. (v) “Subsidiary” shall mean a “subsidiary corporation,” whether now or hereafterexisting, as defined in Section 424(f) of the Code.          3. Stock Subject to the Plan. Subject to the adjustment provisions ofSection 14 of the Plan, the maximum aggregate number of Shares that may be optioned and sold underthe Plan is 850,0001 shares of Common Stock. The Shares may be authorized, but unissued, orreacquired Common Stock.     If an Option should expire or become unexercisable for any reason without having beenexercised in full, the unpurchased Shares that were subject thereto shall, unless the Plan shallhave been terminated, become available for future grant under the Plan. Notwithstanding any otherprovision of the Plan, Shares issued under the Plan and later repurchased by the Company shall notbecome available for future grant or sale under the Plan.1The maximum aggregate number of Shares that may be optioned and soldunder the Plan was increased from 400,000 to 850,000 on March 4, 2005, as approved by the shareholders at the Annual Meeting ofShareholders held on June 10, 2005.
 

 
          4. Administration of the Plan.(a) Composition of Administrator. (i) Multiple Administrative Bodies. To the extent permitted by applicable lawand subject to the provisions of this Section 4, the Plan shall be administered by the Boardand/or one or more Committees appointed by the Board. (ii) Section 16 and Section 162(m) Persons. With respect to persons subject toSection 16 of the Exchange Act, the Administrator shall be either (A) the Board or (B) aCommittee consisting of solely two (2) or more directors of the Board each of whom shall be a“non-employee director” within the meaning of Rule 16b-3 (or its successor) under the ExchangeAct; provided, that, to the extent necessary for any Option intended to qualify asperformance-based compensation under Section 162(m) of the Code to so qualify, such awardshall be administered by solely two (2) or more directors of the Board each of whom shall bean “outside director” within the meaning of Section 162(m) of the Code. (iii) Administration with Respect to Other Persons. Except as required bysubsection (ii) of this Section 4, the Plan shall be administered by (A) the Board or (B) aCommittee appointed by the Board, which Committee shall be constituted of two or moredirectors of the Board (or otherwise in such a manner as permitted or required by applicablelaw). (iv) General. Once a Committee has been appointed pursuant to subsection (ii) or(iii) of this Section 4(a), such Committee shall continue to serve in its designated capacityuntil otherwise directed by the Board. From time to time the Board may increase the size ofany Committee and appoint additional members thereof, remove members (with or without cause)and appoint new members in substitution therefor, fill vacancies (however caused) and removeall members of a Committee and thereafter directly administer the Plan, all to the extentpermitted by applicable law and, in the case of a Committee appointed under subsection (ii),to the extent consistent with subsection (ii). (b) Powers of the Administrator. Subject to the provisions of the Plan and inthe case of a Committee, the specific duties delegated by the Board to such Committee, theAdministrator shall have the authority, in its discretion: (i) to determine the Fair Market Value of the Common Stock, in accordance with Section2(l) of the Plan; (ii) to select the Employees, Directors and Consultants to whom Options may from time totime be granted hereunder; (iii) to determine whether and to what extent Options are granted hereunder; (iv) to determine the number of shares of Common Stock to be covered by each Optiongranted hereunder; (v) to approve forms of agreement for use under the Plan; (vi) to determine the terms and conditions, not inconsistent with the terms of the Plan,of any Option granted hereunder (including, but not limited to, the exercise price and anyrestriction or limitation, or any vesting acceleration or waiver of forfeiture restrictionsregarding any Option and/or the shares of Common Stock relating thereto, based in each case onsuch factors as the Administrator shall determine, in its sole discretion); (vii) to reduce the exercise price of any Option to the then current Fair Market Value ifthe Fair Market Value of the Common Stock covered by such Option shall have declined since thedate the Option was granted; (viii) To determine whether Options or other rights under the Plan will be granted inreplacement of other grants under stock option or other compensation plans of an acquiredbusiness;
 

 
(ix) To correct any defect, supply any omission, or reconcile any inconsistency in thePlan or any Option Agreement; (x) To take any other actions deemed necessary or advisable for the administration of thePlan; (xi) To effectuate an exchange of Options for other Options or other consideration;  (xii) To create such plans or subplans as may be necessary or advisable to allow the grant ofOptions under the Plan in non-United States jurisdictions or to non-United States taxpayers; and  (xiii) Within the limitations of the Plan, the Administrator may modify, extend, or assumeoutstanding options, provided that no such action shall, without the consent of the Optionee, alteror impair his or her rights or obligations under such Option.(c) Effect of Administrator’s Decision. All decisions, determinations andinterpretations of the Administrator shall be final and binding on all Optionees and any otherholders of any Options.          5. Eligibility(a) Nonstatutory Stock Options may be granted to Employees, Directors and Consultants.Incentive Stock Options may be granted only to Employees. An Employee, Director or Consultantwho has been granted an Option may, if he or she is otherwise eligible, be granted anadditional Option or Options. (b) Each Option shall be designated in the written option agreement as either anIncentive Stock Option or a Nonstatutory Stock Option. However, notwithstanding suchdesignations, to the extent that the aggregate fair market value of stock with respect towhich “incentive stock options” (within the meaning of Section 422 of the Code) areexercisable for the first time by an Optionee during any calendar year (under all plans of theCompany or any Parent or Subsidiary) exceeds $100,000, such excess options shall not betreated as incentive stock options. (c) For purposes of Section 5(b), incentive stock options shall be taken into account inthe order in which they were granted, and the fair market value of the stock shall bedetermined as of the time the option with respect to such stock is granted. (d) The Plan shall not confer upon any Optionee any right with respect to continuation ofemployment, consulting or other service relationship with the Company, nor shall it interferein any way with his or her right or the Company’s right to terminate his or her employment,consulting or other relationship at any time, with or without cause.          6. Term of Plan. The Plan shall become effective upon its approval by theshareholders of the Company as described in Section 20 of the Plan. It shall continue in effectfor a term of ten (10) years following March 5, 2004 (the date ofthe Board’s adoption of the Plan) unless sooner terminated under Section 16 of the Plan.          7. Term of Option. The term of each Option shall be the term stated in theOption Agreement; provided, however, that in the case of an Incentive Stock Option, the term shallbe no more than ten (10) years from the date of grant thereof or such shorter term as may beprovided in the Option Agreement. However, in the case of an Option granted to an Optionee who, atthe time the Option is granted, owns stock representing more than ten percent (10%) of the totalcombined voting power of all classes of stock of the Company or any Parent or Subsidiary, the termof the Option shall be five (5) years from the date of grant thereof or such shorter term as may beprovided in the Option Agreement.
 

 
          8. Limitation on Grants to Employees. Subject to adjustment pursuant toSection 14 of the Plan, the maximum number of Shares which may be granted under options to anyEmployee under this Plan for any fiscal year of the Company shall be 325,000.          9. Option Exercise Price and Consideration.(a) The per Share exercise price for the Shares to be issued pursuant to exercise of anOption shall be such price as is determined by the Administrator, but shall be subject to thefollowing: (i) In the case of an Incentive Stock Option (A) granted to an Employee who, at the time of the grant of such Incentive Stock Option,owns stock representing more than ten percent (10%) of the total combined voting power of allclasses of stock of the Company or any Parent or Subsidiary, the per Share exercise priceshall be no less than 110% of the Fair Market Value per Share on the date of grant; (B) granted to any Employee, the per Share exercise price shall be no less than 100% ofthe Fair Market Value per Share on the date of grant. (ii) In the case of a Nonstatutory Stock Option intended to qualify as performance-basedcompensation under Section 162(m) of the Code, the per Share Exercise Price shall be no lessthan 100% of the Fair Market Value on the date of grant. (b) The consideration to be paid for the Shares to be issued upon exercise of an Option,including the method of payment, shall be determined by the Administrator and may consistentirely of (1) cash, (2) check, (3) promissory note (subject to the loan prohibitionprovisions of the Sarbanes-Oxley Act of 2002), (4) other Shares that (x) in the case of Sharesacquired upon exercise of an Option either have been owned by the Optionee for more than sixmonths on the date of surrender or were not acquired, directly or indirectly, from theCompany, and (y) have a Fair Market Value on the date of surrender equal to the aggregateexercise price of the Shares as to which said Option shall be exercised, (5) a broker-assistedcashless exercise arrangement (subject to the loan prohibition provisions of theSarbanes-Oxley Act of 2002), (6) any combination of the foregoing methods of payment, or (7)such other consideration and method of payment for the issuance of Shares to the extentpermitted under applicable law. In making its determination as to the type of considerationto accept, the Administrator shall consider if acceptance of such consideration may bereasonably expected to benefit the Company. In the case of an Incentive Stock Option, themethod of payment shall be limited to the method(s) expressly permitted by the applicablestock option agreement, however, such agreement may provide that the methods set forth inSections 9(b)(3) and 9(b)(4) are only available at the discretion of the Administrator.          10. Exercise of Option.(a) Procedure for Exercise; Rights as a Shareholder. Any Option grantedhereunder shall be exercisable at such times and under such conditions as determined by theAdministrator, including, without limitation, performance criteria with respect to the Companyand/or the Optionee, and as shall be permissible under the terms of the Plan.     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 givento the Company in accordance with the terms of the Option by the person entitled to exercise theOption and full payment for the Shares with respect to which the Option is exercised has beenreceived by the Company. Full payment may, as authorized by the Administrator, consist of anyconsideration and method of payment allowable under Section 9(b) 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, noright to vote or receive dividends or any other rights as a shareholder shall exist with respect tothe Optioned Stock, notwithstanding the exercise of the Option. The Company shall issue (or causeto be issued) such stock certificate as soon as reasonably practicable after exercise of theOption. No adjustment will be made for a dividend or other right for which the record date isprior to the date the stock certificate is issued, except as provided in Section 14 of the Plan.     Exercise of an Option in any manner shall result in a decrease in the number of Shares whichthereafter may be available, both for purposes of the Plan and for sale under the Option, by thenumber of Shares as to which the Option is exercised.(b) Termination of Status as an Employee, Director or Consultant. In the eventof termination of an Optionee’s Continuous Status as an Employee, Director or Consultant, suchOptionee may, but only within ninety (90) days (or such other period of time as is determinedby the Administrator, with such determination in the case of an Incentive Stock Option beingmade at the time of grant of the Option) after the date of such termination (but in no eventlater than the date of expiration of the term of such Option as set forth in the OptionAgreement), exercise his or her Option to the extent that he or she was entitled to exerciseit at the date of such termination. To the extent that the Optionee was not entitled toexercise the Option at the date of such termination, or if the Optionee does not exercise suchOption (which he or she was entitled to exercise) within the time specified herein, the Optionshall terminate. (c) Disability of Optionee. Notwithstanding the provisions of Section 10(b)above, in the event of termination of an Optionee’s Continuous Status as an Employee, Directoror Consultant as a result of his or her total and permanent disability (as defined in Section22(e)(3) of the Code), he or she may, but only within six (6) months (or such other period oftime as is determined by the Administrator, with such determination in the case of anIncentive Stock Option being made at the time of grant of the Option) from the date of suchtermination (but in no event later than the date of expiration of the term of such Option asset forth in the Option Agreement), exercise his or her Option to the extent he or she wasentitled to exercise it at the date of such termination. To the extent that he or she was notentitled to exercise the Option at the date of termination, or if he does not exercise suchOption (which he was entitled to exercise) within the time specified herein, the Option shallterminate. (d) Death of Optionee. In the event of the death of an Optionee: (i) during the term of the Option who is at the time of his death an Employee, Directoror Consultant and who shall have been in Continuous Status as an Employee, Director orConsultant since the date of grant of the Option, the Option may be exercised, at any timewithin six (6) months (or such other period of time as is determined by the Administrator,with such determination in the case of an Incentive Stock Option being made at the time ofgrant of the Option) following the date of death (but in no event later than the date ofexpiration of the term of such Option as set forth in the Option Agreement), by the Optionee’sestate or by a person who acquired the right to exercise the Option by bequest or inheritancebut only to the extent of the right to exercise that would have accrued had the Optioneecontinued living and remained in Continuous Status as an Employee, Director or Consultant six(6) months (or such other period of time as is determined by the Administrator as providedabove in this subparagraph (i)) after the date of death, subject to the limitation set forthin Section 5(b); or (ii) within ninety (90) days (or such other period of time as is determined by theAdministrator, with such determination in the case of an Incentive Stock Option being made atthe time of grant of the Option) after the termination of Continuous Status as an Employee,Director or Consultant, the Option may be exercised, at any time within six (6) monthsfollowing the date of death (but in no event later than the date of expiration of the term ofsuch Option as set forth in the Option Agreement), by the Optionee’s estate or by a person whoacquired the right to exercise the Option by bequest or inheritance, but only to the extent ofthe right to exercise that had accrued at the date of termination.
 

 
          11. Withholding Taxes. As a condition to the exercise of Options grantedhereunder, the Optionee shall make such arrangements as the Administrator may require for thetimely satisfaction of any federal, state, local or foreign withholding tax obligations that mayarise in connection with the exercise, receipt or vesting of such Option (the “WithholdingObligations”). The Company shall not be required to issue any Shares under the Plan until suchwithholding obligations are fully satisfied.          12. Stock Withholding to Satisfy Withholding Obligations. Optionees shalltimely satisfy the Withholding Obligations in such manner permitted by the Administrator, which mayinclude, at the discretion of the Administrator, one or some combination of the following methods:(a) cash payment by the Optionee, (b) deduction from the Optionee’s current compensation, (c)surrender by the Optionee to the Company of Shares that, in the case of Shares previously acquiredfrom the Company, have been owned by the Optionee for more than six months on the date of surrenderor (d) the Optionee’s election to have the Company withhold Shares from the Shares to be issuedupon exercise of the Option. For this purpose, the fair market value of the Shares to be withheldshall be determined on the date the Option is exercised.     All elections by an Optionee to have Shares withheld to satisfy tax withholding obligationsshall be made in writing in a form acceptable to the Administrator and shall be subject to thefollowing restrictions:(a) the election must be made on or prior to the applicable Option exercise date; (b) all elections shall be subject to the consent or disapproval of the Administrator.          13. Non-Transferability of Options. Except as otherwise provided in theapplicable stock option agreement (in the case of a Nonstatutory Stock Option), the Option may notbe sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than bywill or by the laws of descent or distribution. Except as otherwise provided in the applicablestock option agreement (in the case of a Nonstatutory Stock Option), an Option may be exercised,during the lifetime of the Optionee, only by the Optionee or by the guardian or legalrepresentative of the Optionee. An Option granted under the Plan shall not be anticipated,assigned, attached, garnished, optioned, transferred or made subject to any creditor’s process,whether voluntarily, involuntarily or by operation of law. Any act in violation of this Section 13shall be void.          14. Adjustments Upon Changes in Capitalization or Merger. Subject to anyrequired action by the shareholders of the Company (a) the number and class of shares of CommonStock or other stock or securities covered by each outstanding Option, (b) the number and class ofshares of Common Stock or other stock or securities that have been authorized for issuance underSection 3 of the Plan but as to which no Options have yet been granted or which have been returnedto the Plan upon cancellation or expiration of an Option, (c) the maximum number of Shares forwhich Options may be granted to any employee under Section 8 of the Plan, and (d) the per Shareexercise price of each outstanding Option, may be appropriately adjusted (if at all) in the eventof a subdivision of the outstanding Shares, stock split, reverse stock split, stock dividend,dividend payable in a form other than Shares in an amount that has a material effect on the priceof the Shares, consolidation, combination or reclassification of the Shares, recapitalization,merger, liquidation, spin-off, split-up, distribution, exchange of Shares, repurchase of Shares,change in corporate structure or other similar occurrence. Such adjustment shall be made by theAdministrator, whose determination in that respect shall be final, binding and conclusive, and theAdministrator may determine that no adjustment is appropriate and that none shall be made.               If by reason of an adjustment pursuant to this Section 14, an Optionee’s Option shall coveradditional or different shares of stock or securities, then such additional or different shares andthe Option in respect thereof shall be subject to the terms, conditions and restrictions which wereapplicable to the Option prior to such adjustment.
 

 
     In the event of the proposed dissolution or liquidation of the Company, the Option willterminate immediately prior to the consummation of such proposed action, unless otherwise providedby the Administrator. The Administrator may, in the exercise of its sole discretion in suchinstances, declare that any Option shall terminate as of a date fixed by the Administrator and givethe Optionee the right to exercise his or her Option as to all or any part of the Optioned Stock,including Shares as to which the Option would not otherwise be exercisable.     In the event of a proposed sale of all or substantially all of the assets of the Company, orthe merger of the Company with or into another corporation, the Option shall be assumed, or asubstantially equivalent option shall be substituted, by the successor corporation or a parent orsubsidiary of such successor corporation, unless (a) the Administrator determines, in the exerciseof its sole discretion and in lieu of such assumption or substitution, that the Optionee shall havethe right to exercise the Option as to some or all of the Optioned Stock, including Shares as towhich the Option would not otherwise be exercisable or (b) if the Option is otherwise fullyexercisable, the Administrator determines in its sole discretion that the Option shall not beassumed or substituted. If the Administrator makes an Option exercisable in lieu of assumption orsubstitution in the event of a merger or sale of assets (or if the Option is otherwise fullyexercisable and the Administrator determines in its sole discretion that the Option shall not beassumed or substituted), the Administrator shall notify the Optionee that the Option shall beexercisable for a period of thirty (30) days from the date of such notice, and the Option willterminate upon the expiration of such period.          15. Time of Granting Options. The date of grant of an Option shall, for allpurposes, be the date on which the Administrator makes the determination to grant such Option orsuch other date as is determined by the Administrator. Notice of the determination shall be givento each Optionee to whom an Option is so granted within a reasonable time after the date of suchgrant, except that persons subject to Section 16 of the Exchange Act shall be notified of theirOption grant in a manner to facilitate timely reporting under Section 16 of the Exchange Act.          16. Amendment and Termination of the Plan.(a) Amendment and Termination. The Board may amend or terminate the Plan fromtime to time in such respects as the Board may deem advisable, subject to any shareholderapproval required by applicable law or deemed advisable by the Board for purposes ofqualifying Options granted hereunder as performance-based compensation under Section 162(m) ofthe Code or for any other purpose deemed advisable by the Board. (b) Effect of Amendment or Termination. Any such amendment or termination of thePlan shall not affect Options already granted and such Options shall remain in full force andeffect as if this Plan had not been amended or terminated, unless mutually agreed otherwisebetween the Optionee and the Administrator, which agreement must be in writing and signed bythe Optionee and the Company.          17. Conditions Upon Issuance of Shares. Shares shall not be issued pursuantto the exercise of an Option unless the exercise of such Option and the issuance and delivery ofsuch Shares pursuant thereto shall comply with all relevant provisions of law, including, withoutlimitation, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulationspromulgated thereunder, and the requirements of any stock exchange upon which the Shares may thenbe listed, and shall be further subject to the approval of counsel for the Company with respect tosuch compliance.     As a condition to the exercise of an Option, the Company may require the person exercisingsuch Option to represent and warrant at the time of any such exercise that the Shares are beingpurchased only for investment and without any present intention to sell or distribute such Sharesif, in the opinion of counsel for the Company, such a representation is required by any of theaforementioned relevant provisions of law.          18. Reservation of Shares. The Company, during the term of this Plan, willat all times reserve and keep available such number of Shares as shall be sufficient to satisfy therequirements of the Plan.
 

 
     The 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 saleof any Shares hereunder, shall relieve the Company of any liability in respect of the failure toissue or sell such Shares as to which such requisite authority shall not have been obtained.          19. Option Agreement. Options shall be evidenced by written optionagreements in such form as the Administrator shall approve. Such Option shall be subject to allapplicable terms and conditions of the Plan and may be subject to any other terms and conditionswhich are not inconsistent with the Plan and which the Administrators deems appropriate forinclusion in an option agreement. The option agreement shall specify whether the Option isintended to be an Incentive Stock Option or a Nonstatutory Stock Option. The provisions of thevarious option agreements entered into under the Plan need not be identical. Options may be grantedin consideration of a reduction in the Optionee’s other compensation.          20. Shareholder Approval.(a) Effectiveness of this Plan shall be subject to approval by the shareholders of theCompany within twelve (12) months before or after March 5,2004 (the date of the Board’s adoption of the Plan). Such shareholder approval shall beobtained in the manner and to the degree required under applicable federal and state law.          21. Execution     To record the adoption of the Plan by the Board on March 5, 2004, the Company has caused itsduly authorized officer to execute the same.      LASERSCOPE