Exhibit 4.8


 


VISX, INCORPORATED


 


2000 STOCK PLAN


 


1. Purposes of the Plan. The purposes of this 2000
Stock Plan are:


 


·                                          to attract and retain the
best available personnel for positions of substantial responsibility,


 


·                                          to provide additional
incentive to Employees, Directors and Consultants, and


 


·                                          to promote the success of
the Company’s business.


 


Options granted under the Plan may be Incentive Stock
Options or Nonstatutory Stock Options, as determined by the Administrator at
the time of grant.


 


2. Definitions. As used herein, the following
definitions shall apply:


 


(a) “Administrator” means the Board or any of
its Committees as shall be administering the Plan, in accordance with
Section 4 of the Plan.


 


(b) “Applicable Laws” means the requirements
relating to the administration of stock option plans under U. S. state
corporate laws, U.S. federal and state securities laws, the Code, any stock
exchange or quotation system on which the Common Stock is listed or quoted and
the applicable laws of any foreign country or jurisdiction where Options are,
or will be, granted under the Plan.


 


(c) “Board” means the Board of Directors of
the Company.


 


(d) “Code” means the Internal Revenue Code of
1986, as amended.


 


(e) “Committee” means a committee of Directors
appointed by the Board in accordance with Section 4 of the Plan.


 


(f) “Common Stock” means the common stock of
the Company.


 


(g) “Company” means VISX, Incorporated, a
Delaware corporation.


 


(h) “Consultant” means any person, including
an advisor, engaged by the Company or a Parent or Subsidiary to render services
to such entity.


 


(i) “Director” means a member of the Board.


 


(j) “Disability” means total and permanent
disability as defined in Section 22(e)(3) of the Code.


 

















 


(k) “Employee” means any person, including Officers
and Directors, employed by the Company or any Parent or Subsidiary of the
Company. A Service Provider shall not cease to be an Employee in the case of (i) any
leave of absence approved by the Company or (ii) transfers between
locations of the Company or between the Company, its Parent, any Subsidiary, or
any successor. For purposes of Incentive Stock Options, no such leave may
exceed ninety (90) days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract. If reemployment upon expiration of a leave
of absence approved by the Company is not so guaranteed, then three (3) months
following the ninety-first (91st) day of such leave, any Incentive Stock Option
held by the Optionee shall cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Nonstatutory Stock Option. Neither
service as a Director nor payment of a director’s fee by the Company shall be
sufficient to constitute “employment” by the Company.


 


(l) “Exchange Act” means the Securities
Exchange Act of 1934, as amended.


 


(m) “Fair Market Value” means, as of any date,
the value of Common Stock determined as follows:


 


(i) If
the Common Stock is listed on any established stock exchange or a national
market system, including without limitation the Nasdaq National Market or The
Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall
be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system on the day of determination, as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable;


 


(ii) If
the Common Stock is regularly quoted by a recognized securities dealer but
selling prices are not reported, the Fair Market Value of a Share of Common
Stock shall be the mean between the high bid and low asked prices for the
Common Stock on the day of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable; or


 


(iii) In
the absence of an established market for the Common Stock, the Fair Market
Value shall be determined in good faith by the Administrator.


 


(n) “Incentive Stock Option” means an Option
intended to qualify as an incentive stock option within the meaning of Section 422
of the Code and the regulations promulgated thereunder.


 


(o) “Nonstatutory Stock Option” means an
Option not intended to qualify as an Incentive Stock Option.


 


(p) “Notice of Grant” means a written or
electronic notice evidencing certain terms and conditions of an individual
Option grant. The Notice of Grant is part of the Option Agreement.


 


2

















 


(q) “Officer”
means a person who is an officer of the Company within the meaning of Section 16
of the Exchange Act and the rules and regulations promulgated thereunder.


 


(r) “Option” means a stock option granted pursuant to
the Plan.


 


(s) “Option Agreement” means an agreement between the
Company and an Optionee evidencing the terms and conditions of an individual Option
grant. The Option Agreement is subject to the terms and conditions of the Plan.


 


(t) “Optioned Stock” means the Common Stock subject
to an Option.


 


(u) “Optionee” means the holder of an outstanding
Option granted under the Plan.


 


(v) “Parent” means a “parent corporation,” whether
now or hereafter existing, as defined in Section 424(e) of the Code.


 


(w) “Plan” means this 2000 Stock Plan.


 


(x) “Rule 16b-3” means Rule 16b-3 of the
Exchange Act or any successor to Rule 16b-3, as in effect when discretion
is being exercised with respect to the Plan.


 


(y) “Section 16(b)” means Section 16(b) of
the Exchange Act.


 


(z) “Service Provider” means an Employee, Director or
Consultant.


 


(aa) “Share” means a share of the Common Stock, as
adjusted in accordance with Section 12 of the Plan.


 


(bb) “Subsidiary” means a “subsidiary corporation”,
whether now or hereafter existing, as defined in Section 424(f) of
the Code.


 


3. Stock Subject to the Plan. Subject to the provisions of Section 12
of the Plan, the maximum aggregate number of Shares that may be optioned and
sold under the Plan is 3,000,000 Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock.


 


If an Option expires or becomes unexercisable without
having been exercised in full, the unpurchased Shares which were subject
thereto shall become available for future grant or sale under the Plan (unless
the Plan has terminated); provided, however, that Shares that have actually
been issued under the Plan, upon exercise of an Option, shall not be returned
to the Plan and shall not become available for future distribution under the
Plan.


 


4. Administration of the Plan.


 


(a) Procedure.


 


(i) Multiple Administrative Bodies. Different
Committees may administer the Plan with respect to different groups of Service
Providers.


 


3

















 


(ii) Section 162(m). To the
extent that the Administrator determines it to be desirable to qualify Options
granted hereunder as “performance-based compensation” within the meaning of Section 162(m) of
the Code, the Plan shall be administered by a Committee of two or more “outside
directors” within the meaning of Section 162(m) of the Code.


 


(iii) Rule 16b-3. To the
extent desirable to qualify transactions hereunder as exempt under Rule 16b-3,
the transactions contemplated hereunder shall be structured to satisfy the
requirements for exemption under Rule 16b-3.


 


(iv) Other
Administration. Other than as provided above, the Plan shall be
administered by (A) the Board or (B) a Committee, which committee
shall be constituted to satisfy Applicable Laws.


 


(b) Powers of the Administrator. Subject
to the provisions of the Plan, and in the case of a Committee, subject to the
specific duties delegated by the Board to such Committee, the Administrator shall
have the authority, in its discretion:


 


(i) to
determine the Fair Market Value in accordance with Section 2(m) of
the Plan;


 


(ii) to
select the Service Providers to whom Options may be granted hereunder;


 


(iii) to
determine the number of shares of Common Stock to be covered by each Option
granted hereunder;


 


(iv) to
approve forms of agreement for use under the Plan;


 


(v) to
determine the terms and conditions, not inconsistent with the terms of the
Plan, of any Option granted hereunder. Such terms and conditions include, but
are not limited to, the exercise price in accordance with Section 9(a),
the time or times when Options may be exercised (which may be based on
performance criteria), any vesting acceleration or waiver of forfeiture
restrictions, and any restriction or limitation regarding any Option or the
shares of Common Stock relating thereto, based in each case on such factors as
the Administrator, in its sole discretion, shall determine;


 


(vi) to
construe and interpret the terms of the Plan and awards granted pursuant to the
Plan;


 


(vii) to
prescribe, amend and rescind rules and regulations relating to the Plan,
including rules and regulations relating to sub-plans established for the
purpose of qualifying for preferred tax treatment under foreign tax laws;


 


(viii) to
modify or amend each Option (subject to Section 14(c) of the Plan),
including the discretionary authority to extend the post-termination
exercisability period of Options longer than is otherwise provided for in the
Plan,


 


4

















 


provided that the Board may not amend any Option to reduce
the exercise price of the option below 100% of the Fair Market Value per Share
on the date of grant;


 


(ix) to
authorize any person to execute on behalf of the Company any instrument required
to effect the grant of an Option previously granted by the Administrator;


 


(x) to
make all other determinations deemed necessary or advisable for administering
the Plan.


 


(c) Effect of Administrator’s Decision. The Administrator’s decisions,
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Options.


 


5. Eligibility. Nonstatutory Stock Options may be granted to
Service Providers. Incentive Stock Options may be granted only to Employees.


 


6. Limitations.


 


(a) Each Option
shall be designated in the Option Agreement as either an Incentive Stock Option
or a Nonstatutory Stock Option. However, notwithstanding such designation, to
the extent that the aggregate Fair Market Value of the Shares with respect to
which Incentive Stock Options are exercisable for the first time by the
Optionee during any calendar year (under all plans of the Company and any
Parent or Subsidiary) exceeds $100,000, such Options shall be treated as Nonstatutory
Stock Options. For purposes of this Section 6 (a), Incentive Stock Options
shall be taken into account in the order in which they were granted. The Fair
Market Value of the Shares shall be determined as of the time the Option with
respect to such Shares is granted.


 


(b) Neither the Plan
nor any Option shall confer upon an Optionee any right with respect to
continuing the Optionee’s relationship as a Service Provider with the Company,
nor shall they interfere in any way with the Optionee’s right or the Company’s
right to terminate such relationship at any time, with or without cause.


 


(c) The following
limitations shall apply to grants of Options:


 


(i) No
Service Provider shall be granted, in any fiscal year of the Company, Options
to purchase more than 500,000 Shares.


 


(ii) In
connection with his or her initial service, a Service Provider may be granted
Options to purchase up to an additional 500,000 Shares, which shall not count
against the limit set forth in subsection (i) above.


 


(iii) The
foregoing limitations shall be adjusted proportionately in connection with any
change in the Company’s capitalization as described in Section 12.


 


(iv) If
an Option is cancelled in the same fiscal year of the Company in which it was
granted (other than in connection with a transaction described


 


5

















 


in Section 12), the cancelled Option will be counted
against the limits set forth in subsections (i) and (ii) above. For
this purpose, if the exercise price of an Option is reduced, the transaction
will be treated as a cancellation of the Option and the grant of a new Option.


 


7. Term of Plan. Subject to Section 18
of the Plan, the Plan shall become effective upon its adoption by the Board. It
shall continue in effect for a term of ten (10) years unless terminated
earlier under Section 14 of the Plan.


 


8. Term of Option. The term of each
Option shall be stated in the Option Agreement. In the case of an Incentive
Stock Option, the term shall be ten (10) years from the date of grant or
such shorter term as may be provided in the Option Agreement. Moreover, in the
case of an Incentive Stock Option granted to an Optionee who, at the time the
Incentive Stock Option is granted, owns stock representing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company or any Parent or Subsidiary, the term of the Incentive Stock Option
shall be five (5) years from the date of grant or such shorter term as may
be provided in the Option Agreement.


 


9. Option Exercise Price and Consideration.


 


(a) Exercise
Price. The per share exercise price for the Shares to be issued pursuant to
exercise of an Option shall be determined by the Administrator, subject to the
following:


 


(i) In the case of an
Incentive Stock Option


 


(A) granted
to an Employee who, at the time the Incentive Stock Option is granted, owns
stock representing more than ten percent (10%) of the voting power of all
classes of stock of the Company or any Parent or Subsidiary, the per Share
exercise price shall be no less than 110% of the Fair Market Value per Share on
the date of grant.


 


(B) granted
to any Employee other than an Employee described in paragraph (A) immediately
above, the per Share exercise price shall be no less than 100% of the Fair Market
Value per Share on the date of grant.


 


(b) Waiting
Period and Exercise Dates. At the time an Option is granted, the
Administrator shall fix the period within which the Option may be exercised and
shall determine any conditions that must be satisfied before the Option may be
exercised.


 


(c) Form of
Consideration. The Administrator shall determine the acceptable form of
consideration for exercising an Option, including the method of payment. In the
case of an Incentive Stock Option, the Administrator shall determine the
acceptable form of consideration at the time of grant. Such consideration may
consist entirely of:


 


(i) cash;


 


(ii) check;


 


6

















 


(iii) promissory
note;


 


(iv) other
Shares which (A) in the case of Shares acquired upon exercise of an
option, have been owned by the Optionee for more than six months on the date of
surrender, and (B) have a Fair Market Value on the date of surrender equal
to the aggregate exercise price of the Shares as to which said Option shall be
exercised;


 


(v) consideration
received by the Company under a cashless exercise program implemented by the
Company in connection with the Plan;


 


(vi) a
reduction in the amount of any Company liability to the Optionee, including any
liability attributable to the Optionee’s participation in any Company-sponsored
deferred compensation program or arrangement;


 


(vii) any
combination of the foregoing methods of payment; or


 


(viii) such
other consideration and method of payment for the issuance of Shares to the
extent permitted by Applicable Laws.


 


10. Exercise of Option.


 


(a) Procedure for
Exercise; Rights as a Stockholder. Any Option granted hereunder shall be exercisable
according to the terms of the Plan and at such times and under such conditions
as determined by the Administrator and set forth in the Option Agreement. An
Option may not be exercised for a fraction of a Share.


 


An Option shall be deemed exercised when the Company
receives: (i) written or electronic notice of exercise (in accordance with
the Option Agreement) from the person entitled to exercise the Option, and (ii) full
payment for the Shares with respect to which the Option is exercised. Full
payment may consist of any consideration and method of payment authorized by
the Administrator and permitted by the Option Agreement and the Plan. Shares
issued upon exercise of an Option shall be issued in the name of the Optionee
or, if requested by the Optionee, in the name of the Optionee and his or her
spouse. Until the Shares are issued (as evidenced by the appropriate entry on
the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a
stockholder shall exist with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 12 of the Plan.


 


Exercising an Option in any manner shall decrease the
number of Shares thereafter available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised.


 


(b) Termination
of Relationship as a Service Provider. If an Optionee ceases to be a
Service Provider, other than upon the Optionee’s death or Disability, the
Optionee may exercise his or her Option within such period of time as is
specified in the Option Agreement to the extent that the Option is vested on
the date of termination (but in no event later


 


7

















 


than the expiration of the term of such Option as
set forth in the Option Agreement). In the absence of a specified time in the
Option Agreement, the Option shall remain exercisable for three (3) months
following the Optionee’s termination. If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Shares covered by
the unvested portion of the Option shall revert to the Plan. If, after
termination, the Optionee does not exercise his or her Option within the time
specified by the Administrator, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.


 


(c) Disability of
Optionee. If an Optionee ceases to be a Service Provider as a result of the
Optionee’s Disability, the Optionee may exercise his or her Option within such
period of time as is specified in the Option Agreement to the extent the Option
is vested on the date of termination (but in no event later than the expiration
of the term of such Option as set forth in the Option Agreement). In the
absence of a specified time in the Option Agreement, the Option shall remain exercisable
for twelve (12) months following the Optionee’s termination. If, on the date of
termination, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall revert to the Plan.
If, after termination, the Optionee does not exercise his or her Option within
the time specified herein, the Option shall terminate, and the Shares covered
by such Option shall revert to the Plan.


 


(d) Death of
Optionee. If an Optionee dies while a Service Provider, the Option may be
exercised within such period of time as is specified in the Option Agreement
(but in no event later than the expiration of the term of such Option as set
forth in the Notice of Grant), by the Optionee’s estate or by a person who
acquires the right to exercise the Option by bequest or inheritance, but only
to the extent that the Option is vested on the date of death. In the absence of
a specified time in the Option Agreement, the Option shall remain exercisable
for twelve (12) months following the Optionee’s termination. If, at the time of
death, the Optionee is not vested as to his or her entire Option, the Shares
covered by the unvested portion of the Option shall immediately revert to the
Plan. The Option may be exercised by the executor or administrator of the
Optionee’s estate or, if none, by the person(s) entitled to exercise the
Option under the Optionee’s will or the laws of descent or distribution. If the
Option is not so exercised within the time specified herein, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan.


 


11. Non-Transferability of Options. Unless determined otherwise by the
Administrator, an Option may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee. If the Administrator makes an Option
transferable, such Option shall contain such additional terms and conditions as
the Administrator deems appropriate.


 


12. Adjustments Upon Changes in Capitalization, Dissolution,
Merger or Asset Sale.


 


(a) Changes in Capitalization. Subject to any required action by
the stockholders of the Company, the number of shares of Common Stock covered
by each outstanding Option, and the number of shares of Common Stock which have
been authorized for issuance under the Plan but as to which no Options have yet
been granted or which have been


 


8

















 


returned to the Plan upon cancellation or expiration of an
Option, as well as the price per share of Common Stock covered by each such
outstanding Option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been “effected without receipt of
consideration.” Such adjustment shall be made by the Board, whose determination
in that respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of shares of Common Stock subject to an Option.


 


(b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify each
Optionee as soon as practicable prior to the effective date of such proposed
transaction. The Administrator in its discretion may provide for an Optionee to
have the right to exercise his or her Option until fifteen (15) days prior to
such transaction as to all of the Optioned Stock covered thereby, including
Shares as to which the Option would not otherwise be exercisable. In addition,
the Administrator may provide that any Company repurchase option applicable to
any Shares purchased upon exercise of an Option shall lapse as to all such
Shares, provided the proposed dissolution or liquidation takes place at the
time and in the manner contemplated. To the extent it has not been previously
exercised, an Option will terminate immediately prior to the consummation of
such proposed action.


 


(c) Merger or Asset Sale. In the event of a merger of the Company with or
into another corporation, or the sale of substantially all of the assets of the
Company, each outstanding Option shall be assumed or an equivalent option
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation. In the event that the successor corporation refuses to
assume or substitute for the Option, the Optionee shall fully vest in and have
the right to exercise the Option as to all of the Optioned Stock, including
Shares as to which it would not otherwise be vested or exercisable. If an
Option becomes fully vested and exercisable in lieu of assumption or
substitution in the event of a merger or sale of assets, the Administrator
shall notify the Optionee in writing or electronically that the Option shall be
fully vested and exercisable for a period of fifteen (15) days from the date of
such notice, and the Option shall terminate upon the expiration of such period.
For the purposes of this paragraph, the Option shall be considered assumed if,
following the merger or sale of assets, the option confers the right to
purchase or receive, for each Share of Optioned Stock subject to the Option
immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of
assets by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the
type of consideration chosen by the holders of a majority of the outstanding
Shares); provided, however, that if such consideration received in the merger
or sale of assets is not solely common stock of the successor corporation or
its Parent, the Administrator may, with the consent of the successor
corporation, provide for the consideration to be received upon the exercise of
the Option, for each Share of Optioned Stock subject to the Option, to be
solely


 


9

















 


common stock of the successor corporation or its Parent
equal in fair market value to the per share consideration received by holders
of Common Stock in the merger or sale of assets.


 


13. Date of Grant. The date of grant of an Option
shall be, for all purposes, the date on which the Administrator makes the
determination granting such Option, or such other later date as is determined
by the Administrator. Notice of the determination shall be provided to each
Optionee within a reasonable time after the date of such grant.


 


14. Amendment and Termination of the Plan.


 


(a) Amendment and
Termination. The Board may at any time amend, alter, suspend or terminate
the Plan, provided that the Board may not amend the Plan to permit the grant of
any Option with an exercise price below 100% of the Fair Market Value of the
Shares on the date of grant or to permit the repricing of any option without
stockholder approval.


 


(b) Stockholder
Approval. The Company shall obtain stockholder approval of any Plan
amendment to the extent necessary and desirable to comply with Applicable Laws.


 


(c) Effect of
Amendment or Termination. No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Optionee, unless
mutually agreed otherwise between the Optionee and the Administrator, which
agreement must be in writing and signed by the Optionee and the Company.
Termination of the Plan shall not affect the Administrator’s ability to
exercise the powers granted to it hereunder with respect to Options granted
under the Plan prior to the date of such termination.


 


15. Conditions Upon Issuance of Shares


 


(a) Legal
Compliance. Shares shall not be issued pursuant to the exercise of an
Option unless the exercise of such Option and the issuance and delivery of such
Shares shall comply with Applicable Laws and shall be further subject to the
approval of counsel for the Company with respect to such compliance.


 


(b) Investment
Representations. As a condition to the exercise of an Option, the Company
may require the person exercising such Option to represent and warrant at the
time of any such exercise that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares
if, in the opinion of counsel for the Company, such a representation is
required.


 


16. Inability to Obtain Authority. 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 sale of any Shares hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such Shares as to
which such requisite authority shall not have been obtained.


 


17. Reservation of Shares. The Company, during the
term of this Plan, will at all times reserve and keep available such number of
Shares as shall be sufficient to satisfy the requirements of the Plan.


 


10

















 


18. Stockholder Approval. The Plan shall be subject
to approval by the stockholders of the Company within twelve (12) months after
the date the Plan is adopted. Such stockholder approval shall be obtained in
the manner and to the degree required under Applicable Laws.


 


11