PROCYTE
CORPORATION




1991
RESTATED STOCK OPTION PLAN FOR NONEMPLOYEE DIRECTORS, AS
AMENDED




ARTICLE
1 - PURPOSE




The
purpose of the ProCyte Corporation 1991 Restated Stock Option Plan for
Nonemployee Directors as Amended (“the Plan”) is to attract and retain the
services of experienced and knowledgeable nonemployee directors of ProCyte
Corporation (the “Corporation”) and to provide an incentive for such directors
to increase their proprietary interest in the Corporation’s long-term success
and progress.




ARTICLE
II - SHARES SUBJECT TO THE PLAN




The total
number of shares of common stock (the “Shares”) of the Corporation for which
options may be granted under the Plan is 200,000, subject to adjustment in
accordance with Article IV hereof. Such Shares shall be shares presently
authorized but unissued or subsequently acquired by the Corporation and shall
include shares representing the unexercised portion of any option granted under
the Plan which expires or terminates without being exercised in
full.




ARTICLE
III - ADMINISTRATION OF THE PLAN




The
administrator of the Plan (the “Plan Administrator”) shall consist of a
committee appointed by the Board of Directors of the Corporation (the “Board”).
Subject to the terms of the Plan, the Plan Administrator shall have the power to
construe the provision of the Plan, to determine all questions arising
thereunder and to adopt and amend such rules and regulations for the
administration of the Plan as it may deem desirable.




ARTICLE
IV - PARTICIPATION IN THE PLAN




Each
Director of the Corporation elected or appointed who is not otherwise an
employee of the Corporation or any subsidiary (an “Eligible Director”) shall be
eligible to receive the following option grants under the Plan:




1.
Initial
Grants




An option
to purchase 25,000 Shares (if granted prior to September 4, 1996) or 12,000
Shares (if granted on or after September 4, 1996) (as adjusted pursuant to
Article VI hereof) (an “Initial Grant”) shall be granted to




	(a)  	
      each
      Eligible Director immediately following the Board’s approval of the Plan,
      and



	(b)  	
      each
      Eligible Director upon the earlier of such Eligible Director’s initial
      election or appointment.





 




















 


2.
Additional
and Supplemental Grants





Once an
Eligible Director’s Initial Grant for 25,000 Shares becomes fully vested,
provided such vesting occurs prior to September 4, 1996, such Eligible Director
shall automatically receive an additional grant (an “Additional Grant”) of an
option for the acquisition of 18,000 Shares immediately following the annual
meeting of shareholders of the Corporation as specified in the Corporation’s
Bylaws (an “Annual Meeting”) at which an option previously granted thereunder
becomes fully vested.




Each
Eligible Director in office on September 4, 1996 who will have continuously
served as an Eligible Director for at least five years as of September 30, 1996
shall automatically receive the grant of an option to purchase 6,000 Shares (a
“Supplemental Grant”) on September 4, 1996.




3.
Annual
Grants




Commending
with the 1997 Annual Meeting each Eligible Director shall automatically receive
an option to purchase 6,000 Shares immediately following each year’s Annual
Meeting (each an “Annual Grant”); provided that any Eligible Director who
received an Initial Grant for 25,000 Shares, or who received an Initial Grant
for 12,000 Shares within four months of an Annual Meeting shall not receive an
Annual Grant until immediately following the Annual Meeting at which such
Initial Grant becomes fully vested.




ARTICLE
V - OPTION TERMS




Each
option granted under the Plan and issuance of Shares thereunder shall be subject
to the following terms:




1.
Option
Agreement




Each
option granted under the Plan shall be evidenced by an option agreement (an
“Agreement”) duly executed on behalf of the Corporation and by the Eligible
Director to whom such option is granted. Each Agreement shall comply with and be
subject to the terms and conditions of the Plan. Any Agreement may contain such
other terms, provisions and conditions not inconsistent with the Plan as may be
determined by the Plan Administrator.


 




















 

Option
Exercise Price





The
option exercise price for an option granted under the Plan shall be the fair
market value of the Shares covered by the option at the time the option is
granted. For the purposes of the Plan, “fair market value” shall mean the
average between the high and low sale prices quoted on the day of grant on the
National Association of Securities Dealers Automated Quotation System or the
closing price on the principal exchange on which such Shares are then
traded.




2.
Time
and Manner of Exercise of Option




Each
Initial Grant for 25,000 Shares and each Additional Grant shall vest and become
exercisable in accordance with the following schedule and vested portions may be
exercised in full at one time or in part from time to time:





	
      Period
      of Optionee’s Continuous Service as a Director With the Corporation From
      the Date the Option is Granted
	
       

      Portion
      of Grant That is Exercisable

	 	 
	
      First
      Subsequent Annual Meeting After Grant
	
      33-1/3%

	
      Second
      Subsequent Annual Meeting After Grant
	
      66-2/3%

	
      Third
      Subsequent Annual Meeting After Grant
	
      100%




 

provided
that if such Initial Grant is made within four months of an Annual Meeting the
Initial Grant shall not begin to vest until the second subsequent Annual Meeting
after grant and shall vest ratably upon the second, third and fourth subsequent
Annual Meetings after grant.




Subject
to shareholder approval of the Plan as amended on September 4, 1996, each
Initial Grant for 12,000 Shares and each Supplemental Grant and Annual Grant
shall vest and become exercisable upon the first subsequent Annual Meeting after
grant; provided that if such Initial Grant is made within four months of an
Annual Meeting the Initial Grant shall vest and become exercisable upon the
second Annual Meeting after grant.




If the
shareholders of the Corporation fail to approve the Plan at the next Annual
Meeting, all options granted hereunder shall be deemed null and
void.




Any
option may be exercised by giving written notice, signed by the person
exercising the option, to the Corporation stating the number of Shares with
respect to which the option is being exercised, accompanied by payment in full
for such Shares, which payment may be in whole or in part in cash, check or (i)
shares of the Common Stock of the Corporation already owned for at least (6)
months by the person exercising the 

 




















 

option,
valued at fair market value at the time of such exercise, or (ii) delivery of a
properly executed exercise notice, together with irrevocable instructions to a
broker, all in accordance with the regulations of the Federal Reserve Board, to
properly deliver to the Corporation the amount of sale or loan proceeds to pay
the exercise price and any federal, state or local withholding tax obligations
that may arise in connection with the exercise.




3. 
Term
of Options




Each
option shall expire not more than ten (10) years from the date of the granting
thereof, but shall be subject to earlier termination as follows:




	a.  	
      In
      the event that an Eligible Director ceases to be a director of the Company
      for any reason other than the death of the Eligible Director, the unvested
      portion of an Option granted to such Eligible Director shall terminate
      immediately and the vested portion of the Option may be exercised by the
      Eligible Director only within three years after the date he or she ceases
      to be a director of the Company or prior to the date on which the Option
      expires by its terms, whichever is earlier.






	b.  	
      In
      the event of the death of an Eligible Director, the unvested portion of
      any Option granted to such Eligible Director shall terminate immediately
      and the vested portion of the Option may be exercised only within three
      years after the date of death of the Eligible Director or prior to the
      date on which the Option expires by its terms, whichever is earlier, by
      the personal representative of the Eligible Director's estate, the
      person(s) to whom the Eligible Director's rights under the Option have
      passed by will or the applicable laws of descent and distribution, or the
      beneficiary designated pursuant to the Plan.






4.
Transferability




The right
of any optionee to exercise an option granted to him or her under the Plan may
not be assigned, pledged or transferred by any such optionee otherwise than (a)
by will or the laws of descent and distribution, (b) in accordance with the
terms of a domestic relations order as defined in the Internal Revenue Code of
1986, as amended, of (c) by gift or other transfer to either (i) a spouse or
other immediate family member or (ii) any trust, partnership or other entity in
which the original optionee or such person’s spouse or other immediate family
member has a substantial beneficial interest; provided that any option so
assigned or transferred shall be subject to the same terms and conditions
contained in the Plan. Any option granted under the Plan shall be exercisable
during the lifetime of the optionee only by the optionee or a permitted
transferee or assignee. Any attempt to assign, pledge, transfer, hypothecate or
otherwise dispose of any option under this Plan or of any right or privilege
conferred thereby, contrary to the provisions of this Plan, or the sale or levy
or any attachment or any similar process upon the rights and privileges
conferred thereby, shall be null and void.

 























5. 
Holding
Period




If an
individual subject to Section 16 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) sells shares of Common Stock obtained upon the
exercise of any option granted under this Plan within six (6) months after the
date the option was granted, such sale may result in short-swing profit recovery
under Section 16(b) of the Exchange Act.




6.
Participant’s
or Successor’s Rights as Shareholder




Neither
the recipient of an option under the Plan nor his or her successor(s) in
interest shall have any rights as a shareholder of the Corporation with respect
to any Shares subject to an option granted to such person until such person
becomes a holder of record of such Shares.




7. 
Regulatory
Approval and Compliance




The
Corporation shall not be required to issue any certificate or certificates for
Shares upon the exercise of an option granted under the Plan, or record as a
holder of record of Shares the name of the individual exercising an option under
the Plan, without obtaining to the complete satisfaction of the Plan
Administrator the approval of all regulatory bodies deemed necessary by the Plan
Administrator, and without complying, to the Plan Administrator’s complete
satisfaction, with all rules and regulations under federal, state or local law
deemed applicable by the Plan Administrator.




ARTICLE
VI - CAPITAL ADJUSTMENTS




The
aggregate number of Shares with respect to which options may be granted under
the Plan, as provided in Article II, the additional aggregate number of Shares
with respect to which an option may be granted under the Plan as provided in
Article IV, the number of Shares subject to each outstanding option and the
price per share specified in each such option shall all be proportionally
adjusted for any increases or decreases in the number of issued shares of the
Corporation’s common stock resulting from a subdivision or consolidation of
shares or any other similar capital adjustments, the payment of a stock
dividend, or other increase or decrease in such shares effected without receipt
of consideration by, or a merger or consolidation of, the Corporation, or the
sale of all or substantially all of the assets of, or the liquidation of, the
Corporation.

 




















 

ARTICLE
VII - EXPENSES OF THE PLAN




All costs
and expenses of the adoption and administration of the Plan shall be borne by
the Corporation, and none of such expenses shall be charged to any
optionee.




ARTICLE
VIII - APPROVAL OF SHAREHOLDERS




The Plan
shall be effective upon adoption by the Board so long as it receives any
required approval by the holders of a majority of the Corporation’s outstanding
shares of voting capital stock at the next Annual Meeting.




ARTICLE
IX - COMPLIANCE WITH RULE 16b-3




It is the
intention of the Corporation the Plan comply in all respects with the
requirements for a “formula plan” within the meaning attributed to that term for
purposes of Rule 16b-3 promulgated under Section 16(b) of the Exchange Act.
Therefor, if any Plan provision is later found not to be in compliance with such
requirement, that provision shall be deemed null and void, and in all events the
Plan shall be construed in favor of its meeting such requirements.




ARTICLE
X - TERMINATION AND AMENDMENT OF THE PLAN




The Board
may amend, terminate or suspend the Plan at any time, in its sole and absolute
discretion; provided, however, that if required to qualify the Plan as a formula
plan for purposes of Rule 16b-3 promulgated under Section 16 of the Exchange
Act, no amendment may be made more than once every six months that would change
the amount, price or timing of any option granted under the Plan, other than to
comport with changes in the Internal Revenue Code of 1986, as amended, or the
rules and regulations promulgated thereunder; and provided, further, that if
required by any applicable law or regulation, no amendment that would





	(a)  	
      materially
      increase the number of Shares that may be issued under the Plan,
      or



	(b)  	
      otherwise
      require approval under any applicable law or
regulation






shall be
made without the approval of the Corporation’s shareholders.

 








Adopted
by the Board of Directors on September 27, 1991 and approved by the Shareholders
on May 8, 1992. Plan amended and restated by the Board of Directors on February
24, 1994 and approved by the shareholders on May 10, 1994. Plan amended and
restated by the Board of Directors on September 4, 1996 and approved by the
shareholders on May 15, 1997. Plan amended by the Board of Directors on May 26,
1999.