ex10-13_f10k12312009.htm


     

    


      Exhibit
10.13

       

       

      


      OPHTHALMIC
IMAGING SYSTEMS

      2009
STOCK OPTION PLAN

      


      


      1.           Purposes of the
Plan.

       

      (a) This stock option plan (the "Plan") is intended to
provide an incentive to employees (including directors and officers who are
employees) and non-employee directors of, and consultants and advisors to,
Ophthalmic Imaging Systems, a California corporation (the "Company") or any of
its Subsidiaries, and to offer an additional inducement in obtaining the
services of such individuals.

       

      (b) The Plan provides for the grant of
"incentive stock options" ("ISOs") within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), stock
options which do not qualify as ISOs ("NQSOs"), and shares
of stock of the Company that may be subject to contingencies or restrictions
(“Restricted
Stock”).  ISOs and NQSOs are collectively referred to herein as
“Options,” and
Options and Restricted Stock are collectively referred to as "Awards.”  The
Company makes no representation or warranty, express or implied, as to the
qualification of any Option as an "incentive stock option" or any other
treatment of an Award under the Code.

       

      (c) Capitalized terms used but not
defined elsewhere herein have the meanings assigned to them in Section 18
below.

       

      2.           Stock Subject to the
Plan.  Subject to the provisions of Section 11, the aggregate
number of shares of the Company's Common Stock, without par value ("Common Stock"), for
which Awards may be granted under the Plan shall not exceed Seven Hundred Fifty
Thousand (750,000) shares.  Such shares of Common Stock may, in the
discretion of the Board of Directors of the Company (the "Board of Directors"),
consist either in whole or in part of authorized but unissued shares of Common
Stock or shares of Common Stock held in the treasury of the
Company.  Subject to the provisions of Section 12, any shares of
Common Stock subject to an Award which for any reason expires or is forfeited,
canceled, or terminated unexercised or which ceases for any reason to be
exercisable, shall again become available for the granting of Awards under the
Plan.  The Company shall at all times during the term of the Plan
reserve and keep available such number of shares of Common Stock as will be
sufficient to satisfy the requirements of the Plan.

       

              3.         
 Administration of the
Plan.

       

      (a) The Plan will be administered by
the Board of Directors, or by a committee (the "Committee")
consisting of two or more directors appointed by the Board of
Directors.  Those administering the Plan shall be referred to herein
as the "Administrators."  Notwithstanding
the foregoing, if the Company is or becomes a corporation issuing any class of
common equity securities required to be registered under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), to
the extent necessary to preserve any deduction under Section 162(m) of the Code
or to comply with Rule 16b-3 promulgated under the Exchange Act, or any
successor rule ("Rule
16b-3"), any Committee appointed by the Board of Directors to administer
the Plan shall be comprised of two or more directors each of whom shall be a
"non-employee director," within the meaning of Rule 16b-3, and an "outside
director," within the meaning of Treasury Regulation Section 1.162-27(e)(3), and
the delegation of powers to the Committee shall

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      be
consistent with applicable laws and regulations (including, without limitation,
applicable state law and Rule 16b-3).  Unless otherwise provided in
the By-Laws of the Company, by resolution of the Board of Directors or
applicable law, a majority of the members of the Committee shall constitute a
quorum, and the acts of a majority of the members present at any meeting at
which a quorum is present, and any acts approved in writing by all members
without a meeting, shall be the acts of the Committee.

       

      (b) Subject to the express provisions
of the Plan, the Administrators shall have the authority, in their sole
discretion, to determine each person who shall be granted an Award; the type of
Award to be granted, the times when an Award shall be granted; whether an Option
granted to a Designee (as defined in Section 4 below) shall be an ISO or a NQSO;
the number of shares of Common Stock to be subject to each Award, and the terms
on which each Award shall be exercised; the date each Award shall vest and/or
become exercisable; whether an Award shall vest and/or be exercisable in whole
or in installments, and, if in installments, the number of shares of Common
Stock to be subject to each installment; whether the installments shall be
cumulative; the date each installment shall become exercisable and the term of
each installment; whether to accelerate the date of grant of any Award or the
exercise of any Option hereunder (or any installment of any such Award); whether
shares of Common Stock may be issued upon the exercise of an Option granted
under the Plan as partly paid, and, if so, the dates when future installments of
the exercise price shall become due and the amounts of such installments; the
exercise price or other amount to be paid in connection with the exercise of an
Option granted under the Plan; the form of payment of the exercise price; the
fair market value of a share of Common Stock; the restrictions and/or
contingencies, if any, imposed with respect to an Award and whether and under
what conditions to waive any such restrictions and/or contingencies; whether and
under what conditions to restrict the sale or other disposition of the shares of
Common Stock acquired upon the grant of an Award or exercise of an Option
granted under the Plan and, if so, whether and under what conditions to waive
any such restriction and/or contingencies; whether and under what conditions to
subject the grant of all or any portion of an Award, the exercise of all or any
portion of an Option granted under the Plan, the vesting of an Award, or the
shares acquired pursuant to the exercise of an Option granted under the Plan to
the fulfillment of certain restrictions and/or contingencies as specified in the
contract or other document evidencing the Award (the "Agreement"),
including, without limitation, restrictions and/or contingencies relating to (i)
entering into a covenant not to compete with the Company, its Parent (if any)
and any of its Subsidiaries, (ii) financial objectives for the Company, any of
its Subsidiaries, a division, a product line or other category and/or (iii) the
period of continued employment with the Company or any of its Subsidiaries, and
to determine whether such restrictions or contingencies have been met; whether
to accelerate the date on which an Award may vest or an Option may be exercised
or to waive any restriction or limitation with respect to an Award; the amount,
if any, necessary to satisfy the obligation of the Company, any of its
Subsidiaries or any Parent to withhold taxes or other amounts; whether a
Designee has a Disability; with the consent of the Designee, to cancel or modify
an Award; provided, however, that the
modified provision is permitted to be included in an Award granted under the
Plan on the date of the modification; provided, further, however, that in the
case of a modification (within the meaning of Section 424(h) of the Code) of an
ISO, such Option as modified would be permitted to be granted on the date of
such modification under the terms of the Plan; to construe the respective
Agreements and the Plan; to prescribe, amend and rescind rules and regulations
relating to the Plan; to approve any provision of the Plan or any Award granted
under the Plan or any amendment to either which, under Rule 16b-3 or Section
162(m) of the Code, requires the approval of the Board of Directors, a committee
of non-employee directors or the shareholders, in order to be exempt under
Section 16(b) of the Exchange Act (unless otherwise specifically provided
herein) or to preserve any deduction under Section 162(m) of the Code; and to
make all

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      other
determinations necessary or advisable for administering the Plan.  Any
controversy or claim arising out of or relating to the Plan, any Award granted
under the Plan or any Agreement shall be determined unilaterally by the
Administrators in their sole discretion.  The determinations of the
Administrators on matters referred to in this Section 3 shall be conclusive and
binding on all parties.  No Administrator or former Administrator
shall be liable for any action or determination made in good faith with respect
to the Plan or any Award granted hereunder.

       

                    
4.            Eligibility.  The
Administrators may from time to time, consistent with the purposes of the Plan,
grant Awards to (a) employees (including officers and directors who are
employees) of the Company, any of its Subsidiaries or the Parent,
(b) consultants to the Company, any of its Subsidiaries or the Parent,
(c) advisors to the Company, any of its Subsidiaries or the Parent, and
(b) such directors of the Company who, at the time of grant, are not common
law employees of the Company, as the Administrators may determine in their sole
discretion (each, a "Designee").  Such
Awards granted shall cover the number of shares of Common Stock that the
Administrators may determine in their sole discretion; provided, however, that if on
the date of grant of an Award any class of common stock of the Company
(including without the limitation the Common Stock) is required to be registered
under Section 12 of the Exchange Act, the maximum number of shares subject to
Awards that may be granted to any recipient under the Plan during any calendar
year shall be 350,000 shares; provided further,
however, that the aggregate fair market value (determined at the time any
Option is granted) of the shares of Common Stock for which any eligible employee
may be granted ISOs under the Plan or any other plan of the Company, or of a
Parent or a Subsidiary of the Company, which are exercisable for the first time
by such Designee during any calendar year shall not exceed One Hundred Thousand
Dollars ($100,000).  The One Hundred Thousand Dollar ($100,000) ISO
limitation amount shall be applied by taking ISOs into account in the order in
which they were granted.  Any Option (or portion thereof) granted in
excess of such ISO limitation amount shall be treated as a NQSO to the extent of
such excess.

       

      5.           Grant of
Options.

       

      (a) The Administrators may from time to
time, in their sole discretion, consistent with the purposes of the Plan, grant
Options to one or more Designees.

       

      (b) The exercise price of the shares of
Common Stock under each Option shall be determined by the Administrators in
their sole discretion; provided, however, that the
exercise price of an ISO or any Option intended to satisfy the performance-based
compensation exemption to the deduction limitation under Section 162(m) of the
Code shall not be less than the fair market value of the Common Stock subject to
such option on the date of grant; and provided, further, however, that if, at
the time an ISO is granted, the Designee owns (or is deemed to own under Section
424(d) of the Code) stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company, any of its
Subsidiaries or the Parent, the exercise price of such ISO shall not be less
than one hundred and ten percent (110%) of the fair market value of the Common
Stock subject to such ISO on the date of grant.

       

      (c) Each Option granted pursuant to the
Plan shall be for such term as is established by the Administrators, in their
sole discretion, at or before the time such Option is granted; provided, however, that the
term of each Option granted pursuant to the Plan shall be for a period not
exceeding ten (10) years from the date of grant thereof, and provided further, that if, at
the time an ISO is granted, the Designee owns (or is deemed to own under Section
424(d) of the Code) stock possessing more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company, any of its
Subsidiaries or the Parent, the term of the ISO shall be

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      for a
period not exceeding five (5) years from the date of grant.  Options
shall be subject to earlier termination as hereinafter provided.

       

      6.           Restricted
Stock.  The Administrators, in their sole discretion, may from
time to time, consistent with the purposes of the Plan, grant shares of Common
Stock to one or more Designees on such terms and conditions as the
Administrators may determine in the applicable Agreement.  The grant
may require the Designee to pay such price per share therefore, if any, as the
Administrators may determine in their sole discretion.  The
Administrators may subject such shares to such contingencies and restrictions as
the Administrators may in their sole discretion determine, including, but not
limited to, requirements to forfeit all or a portion of such shares back to the
Company for no consideration, voting agreements and the withholding of dividends
and other payments with respect to the shares.  Until such time as all
of the restrictions and contingencies lapse, the Administrators may require that
such shares be held by the Company, together with a stock power duly endorsed in
blank by the Designee.

       

                     
7.           Rules of
Operation.

       

                                     
(a) The fair market value of a share of Common Stock on any day shall be
(i) if the principal market for the Common Stock is a national securities
exchange, the average of the highest and lowest sales prices per share of the
Common Stock on such day as reported by such exchange or on a consolidated tape
reflecting transactions on such exchange, (ii) if the principal market for the
Common Stock is not a national securities exchange and the Common Stock is
quoted on the Nasdaq Stock Market ("Nasdaq"), and (A) if
actual sales price information is available with respect to the Common Stock,
the average of the highest and lowest sales prices per share of the Common Stock
on such day on Nasdaq, or (B) if such information is not available, the average
of the highest bid and the lowest asked prices per share for the Common Stock on
such day on Nasdaq, or (iii) if the principal market for the Common Stock is not
a national securities exchange and the Common Stock is not quoted on Nasdaq, the
average of the highest bid and lowest asked prices per share for the Common
Stock on such day as reported on the OTC Bulletin Board Service or by National
Quotation Bureau, Incorporated or a comparable service; provided, however, that if
clauses (i), (ii) and (iii) of this Section 7(a) are all inapplicable because
the Company's Common Stock is not publicly traded, or if no trades have been
made or no quotes are available for such day, the fair market value of a share
of Common Stock shall be determined by the Administrators by any method
consistent with any applicable regulations adopted by the Treasury Department
relating to stock options.

       

      (b) An Option granted under the Plan
(or any installment thereof), to the extent then vested and exercisable, shall
be exercised by giving written notice to the Company at its principal office
stating which Option is being exercised, specifying the number of shares of
Common Stock as to which such Option is being exercised and accompanied by
payment in full of the aggregate exercise price therefore (or the amount due on
exercise if the applicable Agreement permits installment payments) (i) in cash
and/or by certified check, (ii) with the authorization of the Administrators,
with previously acquired shares of Common Stock having an aggregate fair market
value, on the date of exercise, equal to the aggregate exercise price of all
Awards being exercised, or (iii) some combination thereof; provided, however, that in no
case may shares be tendered if such tender would require the Company to incur a
charge against its earnings for financial accounting purposes.  The
Company shall not be required to issue any shares of Common Stock pursuant to
the exercise of any Option until all required payments with respect thereto,
including payments for any required withholding amounts, have been
made.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (c) The Administrators may, in their
sole discretion, permit payment of the exercise price of an Option granted under
the Plan by delivery by the Designee of a properly executed notice, together
with a copy of the Designee's irrevocable instructions to a broker acceptable to
the Administrators to deliver promptly to the Company the amount of sale or loan
proceeds sufficient to pay such exercise price.  In connection
therewith, the Company may enter into agreements for coordinated procedures with
one or more brokerage firms.

       

      (d) In no case may a fraction of a
share of Common Stock be purchased or issued under the Plan.

       

      (e) A Designee shall not have the
rights of a shareholder with respect to such shares of Common Stock to be
received upon the exercise or grant of an Award until the date of issuance of a
stock certificate to the Designee for such shares or, in the case of
uncertificated shares, until the date an entry is made on the books of the
Company's transfer agent representing such shares; provided, however, that until
such stock certificate is issued or until such book entry is made, any Designee
using previously acquired shares of Common Stock in payment of an Option
exercise price shall continue to have the rights of a shareholder with respect
to such previously acquired shares.

       

      8.           Termination of
Relationship.

       

      (a) Except as may otherwise be
expressly provided in the applicable Agreement, any Designee whose employment,
consulting or advisory relationship with the Company, its Parent and any of its
Subsidiaries has terminated for any reason other than the death or Disability of
the Designee may exercise any Option granted to the Designee as an employee,
consultant or advisor, to the extent exercisable on the date of such
termination, at any time within three (3) months after the date of termination,
but not thereafter and in no event after the date the Option would otherwise
have expired; provided, however, that if the
Designee's employment is terminated for Cause, such Option shall terminate
immediately.

       

      (b) For the purposes of the Plan, an
employment relationship shall be deemed to exist between an individual and a
corporation if, at the time of the determination, the individual was an employee
of such corporation for purposes of Section 422(a) of the Code.  As a
result, an individual on military leave, sick leave or other bona fide leave of
absence shall continue to be considered an employee for purposes of the Plan
during such leave if the period of the leave does not exceed ninety (90) days,
or, if longer, so long as the individual's right to re-employment with the
Company, any of its Subsidiaries or the Parent is guaranteed either by statute
or by contract.  If the period of leave exceeds ninety (90) days and
the individual's right to re-employment is not guaranteed by statute or by
contract, the employment relationship shall be deemed to have terminated on the
ninety-first (91st) day of such leave.

       

      (c) Except as may otherwise be
expressly provided in the applicable Agreement, a Designee whose directorship
with the Company has terminated for any reason other than the Designee's death
or Disability may exercise the Options granted to the Designee as a director who
was not an employee of or consultant to the Company or any of its Subsidiaries
to the extent exercisable on the date of such termination, at any time within
three (3) months after the date of termination, but not thereafter and in no
event after the date the Option would otherwise have expired; provided, however, that if the
Designee's directorship is terminated for Cause, such Option shall terminate
immediately.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      (d) Except as may otherwise be
expressly provided in the applicable Agreement, Options granted under this Plan
to a director, officer, employee, consultant or advisor shall not be affected by
any change in the status of the Designee so long as such Designee continues to
be a director of the Company, or an officer or employee of, or a consultant or
advisor to, the Company, any of its Subsidiaries or the Parent (regardless of
having changed from one to the other or having been transferred from one entity
to another).

       

      (e) Nothing in the Plan or in any
Option granted under the Plan shall confer on any person any right to continue
in the employ of or as a consultant to the Company, its Parent or any of its
Subsidiaries, or as a director of the Company, or interfere in any way with any
right of the Company, its Parent or any of its Subsidiaries to terminate such
relationship at any time for any reason whatsoever without liability to the
Company, its Parent or any of its Subsidiaries.

       

      (f) Except as may otherwise be
expressly provided in the applicable Agreement, if a Designee dies (i) while the
Designee is employed by, or a consultant or advisor to, the Company, its Parent
or any of its Subsidiaries (ii) within three (3) months after the termination of
the Designee's employment, consulting or advisory relationship with the Company,
its Parent or any of its Subsidiaries (unless such termination was for Cause or
without the consent of the Company) or (iii) within one (1) year following the
termination of such employment, consulting or advisory relationship by reason of
the Designee's Disability, any Options granted to the Designee as an employee
of, or consultant to, the Company or any of its Subsidiaries, may be exercised,
to the extent exercisable on the date of the Designee's death, by the Designee's
Legal Representative, at any time within one (1) year after death, but not
thereafter and in no event after the date the Option would otherwise have
expired.  Except as may otherwise be expressly provided in the
applicable Agreement, any Designee whose employment, consulting or advisory
relationship with the Company, its Parent or any of its Subsidiaries has
terminated by reason of the Designee's Disability may exercise such Options, to
the extent exercisable upon the effective date of such termination, at any time
within one year after such date, but not thereafter and in no event after the
date the Option would otherwise have expired.

       

      (g) Except as may otherwise be
expressly provided in the applicable Agreement, if a Designee dies (i) while the
Designee is a director of the Company, (ii) within three (3) months after the
termination of the Designee's directorship with the Company (unless such
termination was for Cause) or (iii) within one (1) year after the termination of
the Designee's directorship by reason of the Designee's Disability, the Options
granted to the Designee as a director who was not an employee of, or consultant
or advisor to, the Company or any of its Subsidiaries, may be exercised, to the
extent exercisable on the date of the Designee's death, by the Designee's Legal
Representative at any time within one (1) year after death, but not thereafter
and in no event after the date the Option would otherwise have
expired.  Except as may otherwise be expressly provided in the
applicable Agreement, a Designee whose directorship with the Company has
terminated by reason of Disability may exercise such Options, to the extent
exercisable on the effective date of such termination, at any time within one
year after such date, but not thereafter and in no event after the date the
Option would otherwise have expired.

       

      9.           Compliance with Securities
Laws.

       

      (a) It is a condition to the receipt or
exercise of any Award that either (i) a Registration Statement under the
Securities Act of 1933, as amended (the "Securities Act"),
with respect to the shares of Common Stock to be issued upon such grant or
exercise shall be effective and current at the time of such grant or exercise,
or (ii) there is an exemption from registration under the Securities Act for the
issuance of the shares of Common Stock upon such grant or

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      exercise.  Nothing
herein shall be construed as requiring the Company to register shares subject to
any Award under the Securities Act or to keep any Registration Statement
effective or current.

       

      (b) The Administrators may require, in
their sole discretion, as a condition to the grant of an Award or the exercise
of an Option granted under the Plan, that the Designee execute and deliver to
the Company the Designee's representations and warranties, in form, substance
and scope satisfactory to the Administrators, which the Administrators determine
is necessary or convenient to facilitate the perfection of an exemption from the
registration requirements of the Securities Act, applicable state securities
laws or other legal requirements, including without limitation, that (i) the
shares of Common Stock to be issued upon the receipt of an Award or the exercise
of an Option granted under the Plan are being acquired by the Designee for the
Designee's own account, for investment only and not with a view to the resale or
distribution thereof, and (ii) any subsequent resale or distribution of shares
of Common Stock by such Designee will be made only pursuant to (A) a
Registration Statement under the Securities Act which is effective and current
with respect to the shares of Common Stock being sold, or (B) a specific
exemption from the registration requirements of the Securities Act, but in
claiming such exemption, the Designee, prior to any offer of sale or sale of
such shares of Common Stock, shall provide the Company with a favorable written
opinion of counsel satisfactory to the Company, in form, substance and scope
satisfactory to the Company, as to the applicability of such exemption to the
proposed sale or distribution.

       

      
        (c) In
addition, if at any time the Administrators shall determine that the listing or
qualification of the shares of Common Stock subject to any Award on any
securities exchange, Nasdaq or under any applicable law, or that the consent or
approval of any governmental agency or regulatory body, is necessary or
desirable as a condition to, or in connection with, the granting of an Award or
the issuance of shares of Common Stock upon exercise of an Award, such Award may
not be granted or exercised in whole or in part, as the case may be, unless such
listing, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Administrators. The Company shall
deliver to the optionees any information (including financial information)
required to be delivered pursuant to any applicable laws.


      

      

        
          
             


          

          
             


            
              

            

          

          
             


          

        



       

                   
10.           Award
Agreements.  Each Award shall be evidenced by an appropriate
Agreement, which shall be duly executed by the Company and the
Designee.  Such Agreement shall contain such terms, provisions and
conditions not inconsistent herewith as may be determined by the Administrators
in their sole discretion.  The terms of each Award and Agreement need
not be identical.

       

                    
11.          Adjustments upon Changes in
Common Stock.

       

      (a) Notwithstanding any other provision
of the Plan, in the event of any change in the outstanding Common Stock by
reason of a stock dividend, recapitalization, merger in which the Company is the
surviving corporation, spin-off, split-up, combination or exchange of shares or
the like which results in a change in the number or kind of shares of Common
Stock which are outstanding immediately prior to such event, the aggregate
number and kind of shares subject to the Plan, the aggregate number and kind of
shares subject to each outstanding Award, and the exercise price of each Award,
and the maximum number of shares subject to each Award that may be granted to
any employee in any calendar year, shall be appropriately adjusted by the Board
of Directors, whose determination shall be conclusive and binding on all
parties.  Such adjustment may provide for the elimination of
fractional shares that might otherwise be subject to Options without payment
therefore.  Notwithstanding the foregoing, no adjustment shall be made
pursuant to this Section 11 if such adjustment (i) would cause the Plan to
fail to comply with

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Section
422 of the Code or with Rule 16b-3 of the Exchange Act (if applicable to such
Award), or (ii) would be considered as the adoption of a new plan requiring
shareholder approval.

       

      (b) Except as may otherwise be
expressly provided in an applicable Agreement, in the event of (i) a liquidation
or dissolution of the Company, or (ii) any transaction (or series of related
transactions) that is approved by a majority of the members of the Company's
Board of Directors who were elected by shareholders prior to the first such
transaction (including, without limitation, a merger, consolidation, sale of
stock by the Company or its shareholders, tender offer or sale of assets) and in
which either (A) the voting power (in the election of directors generally) of
the Company's voting securities outstanding immediately prior to such
transaction(s) ceases to represent more than fifty percent (50%) of the combined
voting power (in the election of directors generally) of the Company or such
surviving entity outstanding immediately after such transaction(s), or (B) all
or substantially all of the Company's assets are sold to an unaffiliated third
party, the Board of Directors of the Company, or the board of directors of any
corporation or other legal entity assuming the obligations of the Company,
shall, as to outstanding Options, either (x) make appropriate provision for the
protection of any such outstanding Options by the substitution on an equitable
basis of appropriate stock of the Company or of the merged, consolidated or
otherwise reorganized entity which will be issuable in respect of the shares of
Common Stock of the Company, provided that no additional
benefits shall be conferred upon optionees as a result of such substitution, and
the excess of the aggregate fair market value of the shares subject to the
Options immediately after such substitution over the purchase price thereof is
not more than the excess of the aggregate fair market value of the shares
subject to the Options immediately before such substitution over the purchase
price thereof, or (y) upon written notice to the optionees, provide that
all unexercised Options must be exercised within a specified number of days of
the date of such notice or they will be terminated.  In any such case,
the Board of Directors may, in its discretion, accelerate the exercise dates of
outstanding Options.

       

                  
 12.           Amendments and Termination
of the Plan.  The Plan was adopted by the Board of Directors on
March 18, 2009 to be effective January 1, 2009.  No Award may be
granted under the Plan after January 1, 2019.  The Board of Directors,
without further approval of the Company's shareholders, may at any time suspend
or terminate the Plan, in whole or in part, or amend it from time to time in
such respects as it may deem advisable, including without limitation, in order
that ISOs granted hereunder meet the requirements for "incentive stock options"
under the Code, or to comply with the provisions of Rule 16b-3 or Section 162(m)
of the Code or any change in applicable laws or regulations, ruling or
interpretation of any governmental agency or regulatory body; provided, however, that no
amendment shall be effective, without the requisite prior or subsequent
shareholder approval, which would (a) except as contemplated in Section 10,
increase the maximum number of shares of Common Stock for which any Awards may
be granted under the Plan, (b) change the eligibility requirements for
individuals entitled to receive Awards hereunder, or (c) make any change for
which applicable law or any governmental agency or regulatory body requires
shareholder approval.  No termination, suspension or amendment of the
Plan shall adversely affect the rights of a Designee under any Award granted
under the Plan without such Designee's consent.  The power of the
Administrators to construe and administer any Award granted under the Plan prior
to the termination or suspension of the Plan shall continue after such
termination or during such suspension.

       

                    
13.          Non-Transferability.  Except
as may otherwise be expressly provided in the applicable Agreement, no Award
granted under the Plan shall be transferable other than by will or the laws of
descent and distribution, and Options may be exercised, during the lifetime of
the Designee, only by the Designee or the Designee's Legal
Representatives.  Except as may

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      otherwise
be expressly provided in the applicable Agreement, an Award, to the extent not
vested, shall not be transferable otherwise than by will or the laws or descent
and distribution.  Except to the extent provided above, Awards may not
be assigned, transferred, pledged, hypothecated or disposed of in any way
(whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process, and any such attempted assignment,
transfer, pledge, hypothecation or disposition shall be null and void ab initio and of no
force or effect.

       

                    
14.          Withholding
Taxes.  The Company, its Subsidiary or the Parent, as
applicable, may withhold (a) cash or (b) with the consent of the Administrators
(in the Agreement or otherwise), shares of Common Stock to be issued under an
Award or a combination of cash and shares, having an aggregate fair market value
equal to the amount which the Administrators determine is necessary to satisfy
the obligation of the Company, a Subsidiary or the Parent to withhold federal,
state and local income taxes or other amounts incurred by reason of the grant,
vesting, exercise or disposition of an Option, or the disposition of the
underlying shares of Common Stock.  Alternatively, the Company may
require the Designee to pay to the Company such amount, in cash, promptly upon
demand.

       

                    
15.          Legends; Payment of
Expenses.

       

      (a) The Company may endorse such legend
or legends upon the certificates for shares of Common Stock issued upon the
grant or exercise of an Award and may issue such "stop transfer" instructions to
its transfer agent in respect of such shares as it determines, in its sole
discretion, to be necessary or appropriate to (i) prevent a violation of, or to
perfect an exemption from, the registration requirements of the Securities Act,
applicable state securities laws or other legal requirements, (ii) implement the
provisions of the Plan or any agreement between the Company and the Designee
with respect to such shares of Common Stock, or (iii) permit the Company to
determine the occurrence of a "disqualifying disposition," as described in
Section 421(b) of the Code, of the shares of Common Stock transferred upon the
exercise of an ISO granted under the Plan.

       

      (b) The Company shall pay all issuance
taxes with respect to the issuance of shares of Common Stock upon grant of an
Award or exercise of an Option granted under the Plan, as well as all fees and
expenses incurred by the Company in connection with such issuance.

       

                    
16.          Use of Proceeds; Unfunded
Plan.  The cash proceeds to be received upon the grant of an
Award or the exercise of an Option granted under the Plan shall be added to the
general funds of the Company and used for such corporate purposes as the Board
of Directors may determine, in its sole discretion.  The Company shall
not be required to segregate any assets, nor shall the Plan be construed as
providing for such segregation, nor shall the Board of Directors or the
Committee, if designated, be deemed to be a trustee of any cash or assets in
connection with the Plan.  Any liability of the Company to any
Designee or any beneficiary thereof shall be based solely upon any contractual
obligations that may be created by the Plan and an Agreement, and no such
obligation shall be secured by any pledge or other encumbrance on the property
of the Company, any Subsidiary or the Parent.

       

                    
17.          Substitutions and
Assumptions of Awards of Certain Constituent
Corporations.  Anything in this Plan to the contrary
notwithstanding, the Board of Directors may, without further approval by the
shareholders, substitute new Awards hereunder for prior awards of a Constituent
Corporation or assume the prior options or restricted stock of such Constituent
Corporation.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


                    
18.          Definitions.

       

      (a) "Cause," in connection
with the termination of a Designee, shall mean (i) "cause," as such term
(or any similar term, such as "with cause") is defined in any employment,
consulting or other applicable agreement for services between the Company and
such Designee, or (ii) in the absence of such an agreement, "cause" as such term
is defined in the Agreement executed by the Company and such Designee, or (iii)
in the absence of both of the foregoing, (A) indictment of such Designee
for any illegal conduct, (B) failure of such Designee to adequately perform
any of the Designee's duties and responsibilities in any capacity held with the
Company, any of its Subsidiaries or any Parent (other than any such failure
resulting solely from such Designee's physical or mental incapacity),
(C) the commission of any act or failure to act by such Designee that
involves moral turpitude, dis­honesty, theft, destruction of property,
fraud, embezzlement or unethical business con­duct, or that is otherwise
injurious to the Company, any of its Sub­sidiaries or any Parent or any
other affiliate of the Company (or its or their respective employees), whether
financially or otherwise, (D) any violation by such Designee of any Company rule
or policy, or (E) any violation by such Designee of the requirements of such
Agreement, any other contract or agreement between the Company and such Designee
or this Plan (as in effect from time to time); in each case, with respect to
subsections (A) through (E), as determined by the Board of
Directors.

       

      (b) "Constituent
Corporation" shall mean any corporation which engages with the Company,
its Parent or any Subsidiary in a transaction to which Section 424(a) of the
Code applies (or would apply if the Option assumed or substituted were an ISO),
or any Parent or any Subsidiary of such corporation.

       

      (c) "Disability" shall
mean permanent and total disability within the meaning of Section 22(e)(3) of
the Code.

       

      (d) "Legal Representative"
shall mean the executor, administrator or other person who at the time is
entitled by law to exercise the rights of a deceased or incapacitated Designee
with respect to an Award granted under the Plan.

       

      (e) "Parent" shall mean
any "parent corporation" within the meaning of Section 424(e) of the
Code.

       

      (f) "Subsidiary" shall
mean a "subsidiary corporation" within the meaning of Section 424(f) of the
Code

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

                    
19.          Governing
Law.

       

      (a) The Plan, any Awards granted
hereunder, the Agreements and all related matters shall be governed by, and
construed in accordance with, the laws of the State of California, without
regard to conflict or choice of law provisions that would defer to the
substantive laws of another jurisdiction.

       

      (b) Neither the Plan nor any Agreement
shall be construed or interpreted with any presumption against the Company by
reason of the Company causing the Plan or Agreement to be
drafted.  Whenever from the context it appears appropriate, any term
stated in either the singular or plural shall include the singular and plural,
and any term stated in the masculine, feminine or neuter gender shall include
the masculine, feminine and neuter.

       

                   
20.          Partial
Invalidity.  The invalidity, illegality or unenforceability of
any provision in the Plan, any Award or Agreement shall not affect the validity,
legality or enforceability of any other provision, all of which shall be valid,
legal and enforceable to the fullest extent permitted by applicable
law.

       

                    
21.          Shareholder
Approval.  The Plan shall be subject to approval of the
Company's shareholders.  No Options granted hereunder may be exercised
prior to such approval, provided, however, that the
date of grant of any Option shall be determined as if the Plan had not been
subject to such approval.

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      REQUEST
TO EXERCISE FORM

      


      


      


      
        	 
      	
                Dated:
      ________________

              


      

      


      


      


      The undersigned hereby irrevocably
elects to exercise all or part, as specified below, of the Vested Portion of the
option ("Option") granted to him pursuant to a certain stock option agreement
("Agreement") effective _____________________, between the undersigned and
Ophthalmic Imaging Systems (the "Company") to purchase an aggregate of
_____________________ (__________) shares of the Company's Common Stock, no par
value (the "Shares").

      


      The undersigned hereby tenders cash in
the amount of $__________ per share multiplied by _____________________
(_________), the number of Shares he is purchasing at this time, for a total of
$_______________, which constitutes full payment of the total Exercise Price
thereof.

      


      
        	 
      	
                INSTRUCTIONS
      FOR REGISTRATION OF

                SHARES
      IN COMPANY'S TRANSFER BOOKS

              
	 
      	 
      
	 
      	 
      
	 
      	
                Name:    ____________________________________

                (Please typewrite or print in
      block letters)

              
	 
      	 
      
	 
      	 
      
	 
      	
                Address:

              
	 
      	
                ____________________________________

              
	 
      	
                ____________________________________

              
	 
      	
                ____________________________________

              
	 
      	 
      
	 
      	 
      
	
                Accepted
      by Ophthalmic Imaging Systems:

              	 
      
	 
      	 
      
	
                By:           ____________________________

              	 
      
	 
      	 
      
	
                ____________________________

                Name

              	 
      
	 
      	 
      
	
                ____________________________

                Title