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                                                                    EXHIBIT 10.1



                        2000 SPECTRA-PHYSICS LASERS, INC.

                              STOCK INCENTIVE PLAN

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                        2000 SPECTRA-PHYSICS LASERS, INC.

                              STOCK INCENTIVE PLAN


1.      PURPOSE OF THE PLAN

        The purpose of the Plan is to promote the long term financial success of
Spectra-Physics Lasers, Inc., its Subsidiaries and Affiliates, and to materially
increase shareholder value by: (i) providing performance related incentives that
motivate superior performance on the part of the Company's employees, officers,
directors and others providing value to the Company; (ii) providing the
Company's employees, officers, directors and others providing value to the
Company with the opportunity to acquire an ownership interest in the Company,
and to thereby acquire a greater stake in the Company and a closer identity with
it; and (iii) enabling the Company to attract and retain the services of
employees, officers, directors and others providing value to the Company of
outstanding ability and upon whose judgment, interest and special effort the
successful conduct of the Company's operations is largely dependent.

2.      DEFINITIONS

        2.1. "Act" means the Securities Exchange Act of 1934, as amended.

        2.2. "Affiliate" means any entity other than the Subsidiaries in which
the Company has a substantial direct or indirect equity interest, as determined
by the Committee.

        2.3. "Award" means an award of Options, SARs, Restricted Stock or any
combination thereof.

        2.4. "Award Share" means any share of Common Stock purchased upon the
exercise of an Option or SAR, or issued pursuant to an Award of Restricted
Stock.

        2.5. "Board" means the Board of Directors of the Company.

        2.6. "Cause" means a Participant's (i) engagement in willful or gross
misconduct or neglect; (ii) continual failure to perform his or her duties for
the Company, a Subsidiary or an Affiliate; (iii) commitment of a felony or any
crime involving the Company, a Subsidiary or an Affiliate; or (iv) commitment of
fraud, misappropriation or embezzlement.

        2.7. "Change of Control" means, following the effective date of this
Plan, the merger, consolidation or other combination of the Company with, or
acquisition of the Company by, another person or entity, or the divisive
reorganization, liquidation or partial liquidation of the Company; provided that
a "Change of Control" shall not occur when the Company merges with another
person or entity and the Company is the surviving entity.

        2.8. "Code" means the Internal Revenue Code of 1986, as amended.



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        2.9. "Committee" means the committee designated by the Board to
administer the Plan under Section 4. The Committee shall have at least two
members, each of whom shall be a Non-Employee Director and an Outside Director.

        2.10. "Common Stock" means the common stock of the Company, par value
$.01 per share, or such other class or kind of shares or other securities
resulting from the application of Section 10.

        2.11. "Company" means Spectra-Physics Lasers, Inc., a Delaware
corporation, or any successor corporation.

        2.12. "Fair Market Value" means, on any given date:

               2.12.1. if the Common Stock is listed on an established stock
exchange or exchanges, the closing price of Common Stock on the principal
exchange on which it is traded on such date, or if no sale was made on such date
on such principal exchange, on the last preceding day on which the Common Stock
was traded;

               2.12.2. if the Common Stock is not then listed on an exchange,
but is quoted on NASDAQ or a similar quotation system, the mean between the
closing bid and asked prices per share for the Common Stock as quoted on NASDAQ
or similar quotation system on such date;

               2.12.3. if the Common Stock is not then listed on an exchange or
quoted on NASDAQ or a similar quotation system, the value, as determined in good
faith by the Committee.

        2.13. "Incentive Stock Option" means an Option which meets the
requirements of Section 422 of the Code and which is designated as an Incentive
Stock Option by the Committee.

        2.14. "Non-Employee Director" means a member of the Board who meets the
definition of a "Non-Employee Director" under Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Act.

        2.15. "Non-Qualified Stock Option" means an Option not intended to be an
Incentive Stock Option, and designated as a Non-Qualified Stock Option by the
Committee.

        2.16. "Option" means the right, granted from time to time under the
Plan, to purchase Common Stock for a specified period of time at a stated price.
An Option may be an Incentive Stock Option or a Non-Qualified Stock Option.

        2.17. "Outside Director" means a member of the Board who meets the
definition of an "Outside Director" under Section 162(m) of the Code and related
regulations.

        2.18. "Participant" means a person who is designated by the Committee as
eligible to participate in the Plan and who receives an Award under this Plan.



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        2.19. "Performance Goal" means a goal that has been established by the
Committee and that must be met by the end of a Performance Period (but that is
substantially uncertain to be met before the grant). The Committee shall have
sole discretion to determine the specific targets within each category of
Performance Goals, and whether such Performance Goals have been achieved. With
respect to any Section 162(m) Participant, such Performance Goals shall include:
(i) the price of Common Stock, (ii) the market share of the Company, its
Subsidiaries or Affiliates (or any business unit thereof), (iii) sales by the
Company, its Subsidiaries or Affiliates (or any business unit thereof), (iv)
earnings per share of Common Stock, (v) return on equity of the Company, or (vi)
costs of the Company, its Subsidiaries or Affiliates (or any business unit
thereof).

        2.20. "Performance Period" means the time period during which
Performance Goals must be met.

        2.21. "Permitted Transferee" means the spouse, parents, siblings,
children or grandchildren (in each case, natural or adopted) of a Participant,
any trust for his or her benefit or the benefit of his or her spouse, parents,
siblings, children or grandchildren (in each case, natural or adopted), or any
corporation or partnership in which the direct and beneficial owner of all of
the equity interest in such corporation or partnership is such individual
Participant or Permitted Transferee (or any trust for the benefit of such
persons).

        2.22. "Plan" means the 2000 Spectra-Physics Lasers, Inc. Stock Incentive
Plan herein set forth, as amended from time to time.

        2.23. "Restricted Stock" means Common Stock awarded by the Committee
under Section 8 of the Plan.

        2.24. "Restriction Period" means the period during which Restricted
Stock awarded under the Plan is subject to forfeiture.

        2.25. "SAR" means the right to receive, in cash or in Common Stock, as
determined by the Committee, the increase in the Fair Market Value of the Common
Stock underlying the SAR from the date of grant to the date of exercise.

        2.26. "Section 162(m) Participant" means any employee of the Company or
its Subsidiaries designated by the Committee as a key employee whose
compensation for the fiscal year in which the key employee is so designated or a
future fiscal year may be subject to the limit on deductible compensation
imposed by Section 162(m) of the Code.

        2.27. "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50 percent or more of the total combined voting power of all classes
of stock in one of the other corporations in such chain.



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        2.28. "Ten Percent Shareholder" means a person who on any given date
owns, either directly or indirectly (taking into account the attribution rules
contained in section 424(d) of the Code), stock possessing more than 10 percent
of the total combined voting power of all classes of stock of the Company or any
Subsidiary.


3.      ELIGIBILITY

        Any employee, officer, director or other person providing value to the
Company who is designated by the Committee as eligible to participate in the
Plan shall be eligible to receive an Award under the Plan, provided that an
Incentive Stock Option may only be granted to an employee of the Company or a
Subsidiary.

4.      ADMINISTRATION

        4.1. Members of the Committee shall be appointed by and hold office at
the pleasure of the Board. Committee members may resign at any time by
delivering written notice to the Board. Vacancies in the Committee may be filled
by the Board.

        4.2. The Plan shall be administered by the Committee, which shall have
full power to interpret and administer the Plan, and full authority to act in
selecting the eligible persons to whom Awards may be granted, in determining the
times at which such Awards may be granted, in determining the time and the
manner in which Options and SARs may be exercised, in determining the type and
amount of Awards that may be granted, in determining the terms and conditions of
Awards that may be granted under the Plan, including a Participant's rights
under an Award once his or her service or employment has terminated, and the
terms of agreements which will be entered into with Participants (which terms
shall not be inconsistent with the terms of the Plan). Such agreements may
include provisions on the Company's right to purchase any Common Stock issued to
the Participant under the Plan upon the termination of the Participant's
service. The Committee also shall have the power to establish different terms
and conditions with respect to (i) the various types of Awards granted under the
Plan, (ii) the granting of the same type of Award to different Participants
(regardless of whether the Awards are granted at the same time or at different
times), and (iii) the establishment of different Performance Goals for different
Participants.

        4.3. The Committee shall have the power to accelerate the exercisability
or vesting of any Award. Notwithstanding the foregoing or any other provision of
the Plan, the Committee shall not alter the exercisability or vesting of an
Award granted to a Section 162(m) Participant when such exercisability or
vesting depends on the attainment of one or more Performance Goals, except in
the event of a Change of Control, or the death or disability of the Participant.

        4.4. The Committee's powers shall include, but not be limited to, the
power to determine whether, to what extent and under what circumstances an Award
is made and operates on a tandem basis with other Awards made hereunder; and to
determine under Section 11 the



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effect, if any, of a Change of Control upon outstanding Awards; and to grant
Awards (other than Incentive Stock Options) that are transferable by a
Participant.

        4.5. The Committee shall have the power to adopt regulations for
carrying out the Plan and to make changes in such regulations as it shall, from
time to time, deem advisable. The Committee shall have the full and final
authority in its sole discretion to interpret the provisions of the Plan and to
decide all questions of fact arising in the application of the Plan's
provisions, and to make all determinations necessary or advisable for the
administration of the Plan. Any interpretation by the Committee of the terms and
provisions of the Plan and the administration thereof, and all action taken by
the Committee, shall be final, binding, and conclusive for all purposes and upon
all Participants.

        4.6. The Committee may condition the grant of any Award or the lapse of
any Restriction Period upon the Participant's or Company's achievement of a
Performance Goal or Goals. If an Award to a Section 162(m) Participant is to
made subject to Performance Goals, the Committee shall, in its sole discretion,
determine and establish the Performance Goals for the Participant prior to the
completion of 25% of the relevant Performance Period, or such earlier date as is
required under Section 162(m) of the Code. After the end of any Performance
Period, the Committee shall certify in writing the level of attainment of the
Performance Goals for the Performance Period.


5.      SHARES OF STOCK SUBJECT TO THE PLAN

        5.1. Subject to adjustment as provided in Section 10, the total number
of shares of Common Stock available for Awards under the Plan shall be 2,500,000
shares.

        5.2. The maximum number of shares of Common Stock covered by Awards
granted to any employee of the Company or a Subsidiary under the Plan during any
calendar year shall not exceed 1,000,000 (the "Individual Limit").

        5.3. Any shares issued hereunder may consist, in whole or in part, of
authorized and unissued shares or treasury shares. Any shares issued by the
Company through the assumption or substitution of outstanding grants from an
acquired company shall not (i) reduce the number of shares of Common Stock
available for Awards under the Plan, or (ii) be counted against the Individual
Limit. If any shares subject to any Award granted hereunder are forfeited or
such Award otherwise terminates without the issuance of such shares or the
payment of other consideration in lieu of such shares, the shares subject to
such Award, to the extent of any such forfeiture or termination, shall again be
available for Awards under the Plan; however, such shares shall be counted
against the Individual Limit.



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6.      OPTIONS

        The grant of Options shall be subject to the following terms and
conditions:

        6.1. Option Grants: Any Option granted under the Plan shall be evidenced
by a written agreement executed by the Company and the Participant, which
agreement shall conform to the requirements of the Plan and may contain such
other provisions not inconsistent with the terms of the Plan as the Committee
shall deem advisable. Such agreements shall state whether the Option is an
Incentive Stock Option or Non-Qualified Stock Option.

        6.2. Number of Shares: Subject to the Individual Limit, the Committee
shall specify the number of shares of Common Stock subject to each Option.

        6.3. Option Price: The price per share at which Common Stock may be
purchased upon exercise of an Option shall be as determined by the Committee,
but shall not be less than the Fair Market Value of a share of Common Stock on
the date of grant. In the case of any Incentive Stock Option granted to a Ten
Percent Shareholder, the option price per share shall not be less than 110% of
the Fair Market Value of a share of Common Stock on the date of grant.

        6.4. Term of Option and Vesting: The Committee shall specify when an
Option may be exercisable and the terms and conditions applicable thereto. The
term of an Option shall in no event be greater than 10 years (five years in the
case of an Incentive Stock Option granted to a Ten Percent Shareholder). The
right to exercise an option or the underlying shares of Common Stock obtained
upon the exercise of an Option may be subject to a vesting schedule and/or the
attainment of Performance Goals as determined by the Committee and set forth in
the applicable stock option agreement. An Incentive Stock Option shall not be
exercisable for more than one year after a Participant's termination due to
disability, or for more than three months after any other termination of
employment.

        6.5. Incentive Stock Options: Each provision of the Plan and each
agreement relating to an Incentive Stock Option shall be construed and
interpreted in a manner consistent with the requirements of Section 422 of the
Code. In no event may a Participant be granted an Incentive Stock Option which
does not comply with the limitations prescribed by Section 422 of the Code.
Without limiting the foregoing, the aggregate Fair Market Value (determined as
of the time the Option is granted) of the Common Stock with respect to which an
Incentive Stock Option may first become exerciseable by a Participant in any one
calendar year under the Plan shall not exceed $100,000.

        6.6. Restrictions on Transferability: Except as otherwise permitted
under Section 422 of the Code, no Incentive Stock Option shall be transferable
and, during the lifetime of the Participant, shall be exercisable only by the
Participant. Upon the death of a Participant, the person to whom the rights have
passed by will or by the laws of descent and distribution may exercise an
Incentive Stock Option only in accordance with this Section 6.



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        6.7. Exercise of Option and Payment of Option Price: An Option may be
exercised only for a whole number of shares of Common Stock. The Committee shall
establish the time and the manner in which an Option may be exercised. The
option price of the shares of Common Stock received upon the exercise of an
Option shall be paid in full in cash at the time of the exercise or, with the
consent of the Committee, in whole or in part in Common Stock held by the
Participant for at least 6 months and valued at their Fair Market Value on the
date of exercise.


7.      STOCK APPRECIATION RIGHTS

        The grant of SARs shall be subject to the following terms and
conditions:

        7.1. Grant of SARs: Any SAR granted under the Plan shall be evidenced by
a written agreement executed by the Company and the Participant, which agreement
shall specify the number of shares of Common Stock subject to the Award, conform
to the requirements of the Plan and may contain such other provisions not
inconsistent with the terms of the Plan as the Committee shall deem advisable.
The base price of an SAR shall be the Fair Market Value of the Common Stock on
the date of grant.

        7.2. Tandem SARs. An SAR granted under the Plan may be granted in tandem
with all or a portion of a related Option. An SAR granted in tandem with an
Option may be granted either at the time of the grant of the Option or at a time
thereafter during the term of the Option and shall be exercisable only to the
extent that the related Option is exercisable. The base price of an SAR granted
in tandem with an Option shall be the option price under the related Option.

        7.3. Exercise of an SAR: An SAR shall entitle the Participant to
surrender unexercised the SAR (or any portion of such SAR) and to receive a
payment equal to the excess of the Fair Market Value of the shares of Common
Stock covered by the SAR on the date of exercise over the base price of the SAR.
Such payment may be in cash, in shares of Common Stock, in shares of Restricted
Stock, or any combination thereof, as the Committee shall determine. Upon
exercise of an SAR issued in tandem with an Option or lapse thereof, the related
Option shall be canceled automatically to the extent of the number of shares of
Common Stock covered by such exercise, and such shares shall no longer be
available for purchase under the Option. Conversely, if the related Option is
exercised, or lapses, as to some or all of the shares of Common Stock covered by
the grant, the related SAR, if any, shall be canceled automatically to the
extent of the number of shares of Common Stock covered by the Option exercise.

        7.4. Other Applicable Provisions: SARs shall be subject to the same
terms and conditions applicable to Options as stated in section 6.4.



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8.      RESTRICTED STOCK

        An Award of Restricted Stock is a grant by the Company of a specified
number of shares of Common Stock to the Participant, which shares are subject to
forfeiture upon the happening of specified events or upon the Participant's
and/or Company's failure to achieve Performance Goals established by the
Committee. A grant of Restricted Stock shall be subject to the following terms
and conditions:

        8.1. Grant of Restricted Stock Award. Any Restricted Stock granted under
the Plan shall be evidenced by a written agreement executed by the Company and
the Participant, which agreement shall conform to the requirements of the Plan,
and shall specify (i) the number of shares of Common Stock subject to the Award,
(ii) the Restriction Period applicable to each Award, (iii) the events that will
give rise to a forfeiture of the Award, (iv) the Performance Goals, if any, that
must be achieved in order for the restriction to be removed from the Award, (v)
the extent to which the Participant's right to receive Common Stock under the
Award will lapse if the Performance Goals, if any, are not met, and (vi) whether
the Restricted Stock is subject to a vesting schedule. The agreement may contain
such other provisions not inconsistent with the terms of the Plan as the
Committee shall deem advisable.

        8.2. Delivery of Restricted Stock. Upon determination of the number of
shares of Restricted Stock to be granted to the Participant, the Committee shall
direct that a certificate or certificates representing the number of shares of
Common Stock be issued to the Participant with the Participant designated as the
registered owner. The certificate(s) representing such shares shall be legended
as to restrictions on the sale, transfer, assignment, or pledge of the
Restricted Stock during the Restriction Period and deposited by the Participant,
together with a stock power endorsed in blank, with the Company.

        8.3. Dividend and Voting Rights. Unless otherwise determined by the
Committee, during the Restriction Period, the Participant shall not have any of
the rights of a shareholder, including the right to vote the shares of
Restricted Stock and receive dividends and other distributions. If the
Participant does have the right to receive such distributions during the
Restriction Period, any distributions in the form of Common Stock shall be
subject to the same restrictions as the underlying Restricted Stock.

        8.4. Receipt of Common Stock. At the end of the Restriction Period, the
Committee shall determine, in light of the terms and conditions set forth in the
Restricted Stock agreement, the number of shares of Restricted Stock with
respect to which the restrictions shall lapse. The Restricted Stock with respect
to which the restrictions shall lapse shall be converted to unrestricted Common
Stock by the removal of the restrictive legends from the Restricted Stock.
Thereafter, Common Stock equal to the number of shares of the Restricted Stock
with respect to which the restrictions have lapsed shall be delivered to the
Participant (or, where appropriate, the Participant's legal representative).



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        8.5. Termination. Unless otherwise determined by the Committee, if a
Participant's employment or service with the Company, a Subsidiary or an
Affiliate terminates for any reason, any unvested Restricted Stock shall be
forfeited.


9.      DEFERRAL ELECTION

        Notwithstanding any provision of the Plan to the contrary, any
Participant may elect, with the concurrence of the Committee and consistent with
any rules and regulations established by the Committee, to defer to a specified
date the receipt of unrestricted Common Stock that the Participant would
otherwise be entitled to receive pursuant to an Award. Notwithstanding such an
election, the Committee may distribute the unrestricted Common Stock deferred by
all Participants pursuant to this Section 9 if the Committee determines, in its
discretion, that the continued deferral of Common Stock hereunder is no longer
in the best interest of the Company.

10.     ADJUSTMENTS UPON CHANGES IN CAPITALIZATION

        In the event of a reorganization, recapitalization, stock split,
spin-off, split-off, split-up, stock dividend, issuance of stock rights,
combination of shares, merger, consolidation or any other change in the
corporate structure of the Company affecting Common Stock, or any distribution
to shareholders other than a cash dividend, the Committee shall make appropriate
adjustment in the number and kind of shares authorized for use under the Plan,
the Individual Limit and any adjustments to outstanding Awards as it determines
appropriate. The adjustments to outstanding Awards shall include, but not be
limited to, the number of shares covered, the respective prices, limitations,
and/or Performance Goals applicable to the outstanding Awards. No fractional
shares of Common Stock shall be issued pursuant to such an adjustment. The Fair
Market Value of any fractional shares resulting from adjustments pursuant to
this Section shall, where appropriate, be paid in cash to the Participant. The
determinations and adjustments made by the Committee pursuant to this Section 10
shall be conclusive.

11.     CHANGE OF CONTROL OF THE COMPANY

        11.1. Options and SARs. Upon a Change of Control, all Options and SARs
that are unexercised and outstanding may, at the discretion of the Committee:

               11.1.1. become immediately and fully vested and exercisable;

               11.1.2. be canceled in exchange for a cash payment in an amount
equal to the excess, if any, of the Fair Market Value of the Common Stock
underlying an Option or SAR as of the date of the Change of Control over the
option price of the Option or the base price of the SAR;

               11.1.3. be terminated immediately prior to the Change of Control,
provided that the Participant fails to exercise the Option or SAR within a
specified period following the



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Participant's receipt of a written notice of such Change in Control and of the
Company's intention to terminate the Option or SAR prior to such Change of
Control; or

               11.1.4. be assumed by the successor corporation, and shall be
substituted with options or SARs involving the common stock of the successor
corporation, with the terms and conditions of the substituted options or SARs
being no less favorable than the Options or SARs granted by the Company.

        11.2. Restricted Stock Awards. Upon a Change of Control, all Restricted
Stock Awards that are outstanding may, at the discretion of the Committee,
become immediately and fully vested.


12.     EFFECTIVE DATE, TERMINATION AND AMENDMENT

        The Plan shall become effective on the date it is approved by the Board,
subject to shareholder approval. Options granted under the Plan prior to such
shareholder approval shall expressly not be exercisable prior to such approval.
The Plan shall remain in full force and effect until the earlier of 10 years
from the date of its adoption by the Board, or the date it is terminated by the
Board. The Board shall have the power to amend, suspend or terminate the Plan at
any time, provided that no such amendment shall be made without shareholder
approval to the extent such approval is required under Code Section 422, Code
Section 162(m), any applicable law or the rules of a stock exchange or NASDAQ.
Termination of the Plan pursuant to this Section 12 shall not affect Awards
outstanding under the Plan at the time of termination.

13.     TRANSFERABILITY

        Except as provided below, Awards may not be pledged, assigned or
transferred for any reason during the Participant's lifetime, and any attempt to
do so shall be void and the relevant Award shall be forfeited. The Committee may
grant Awards (except Incentive Stock Options) that are transferable by the
Participant to a Permitted Transferee during his lifetime, but such Awards shall
be transferable only to the extent specifically provided in the agreement
entered into with the Participant. A Permitted Transferee shall, in all cases,
be subject to the provisions of the agreement between the Company and the
Participant. The rights of the Permitted Transferee shall be no greater than the
rights that would be acquired by the Participant's estate if the Participant
were to die prior to the transfer of the Award.

14.     GENERAL PROVISIONS

        14.1. No Right to Continued Employment or Service. Nothing contained in
the Plan, or any Award granted pursuant to the Plan, shall confer upon any
employee any right with respect to continuance of employment by the Company, a
Subsidiary or Affiliate, or upon any other person any right with respect to
continued service for the Company, a Subsidiary or Affiliate, nor interfere in
any way with the right of the Company, a Subsidiary or Affiliate to terminate
the employment or service of any person at any time.



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        14.2. Transfer of Employment. For purposes of this Plan, a transfer of
employment between the Company and its Subsidiaries and Affiliates shall not be
deemed a termination of employment.

        14.3. Payment of Taxes. The Company shall have the power to withhold, or
require a Participant to remit to the Company, all taxes required to be paid in
connection with any Award, the exercise thereof and the transfer of shares of
Common Stock pursuant to this Plan. The Company's power to withhold a portion of
the cash or Common Stock received pursuant to an Award, or require that the
Participant remit the applicable taxes shall extend to all applicable Federal,
state, local or foreign withholding taxes. In the case of the payment of Awards
in the form of Common Stock or cash, or the exercise of Options or SARs, the
Company shall have the right to retain the shares of Common Stock or cash to be
paid pursuant to the Award, or the exercise of the Option or the SAR, until the
Company determines that the applicable withholding taxes have been satisfied.

        14.4. Restrictions on Shares. The Award Shares shall be subject to
restrictions on transfer pursuant to applicable securities laws and such other
agreements as the Committee shall deem appropriate and shall bear a legend
subjecting the Award Shares to those restrictions on transfer in accordance with
the applicable Award. The certificates shall also bear a legend referring to any
restrictions on transfer arising hereunder or under any other applicable law,
regulation, rule or agreement.

        14.5. Requirements of Law. The Plan and each Award under the Plan shall
be subject to the requirement that if at any time the Committee shall determine
that (a) the listing, registration or qualification of the Award Shares upon any
securities exchange or under any state or federal law, (b) the consent or
approval of any government regulatory body or (c) an agreement by the recipient
of an Award with respect to the disposition of the Award Shares is necessary or
desirable as a condition of, or in connection with, the Plan or the granting of
such Award or the issue or purchase of the Award Shares thereunder, the Award
may not be consummated in whole or in part until such listing, registration,
qualification, consent, approval or agreement shall have been effected or
obtained free of any conditions not acceptable to the Committee.

        14.6. Amending of Awards. The Committee may amend any outstanding Awards
to the extent it deems appropriate. Such amendment may be made by the Committee
without the consent of the Participant, except in the case of amendments adverse
to the Participant, in which case the Participant's consent to any such
amendment is required.

        14.7. No Shareholder Rights. Except as otherwise provided in Section 8,
a Participant shall have no rights as a shareholder with respect to shares of
Common Stock subject to an Award unless and until certificates for the Award
Shares are issued to the Participant.

        14.8. Changes in Current Law. A citation to any law, regulation or rule
herein shall be construed to be a citation to the most recent version of, or
successor to, any such law, regulation or rule.



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        14.9. Headings. Section headings are included only for ease of
reference. Headings are not intended to constitute substantive provisions of the
Plan and shall not be used to interpret the scope of this Plan or the rights or
obligations of the Company in any way.

        14.10. Governing Law. To the extent that Federal laws do not otherwise
control, the Plan and all determinations made and actions taken pursuant hereto
shall be governed by the law of the State of Delaware and construed accordingly.







        To record the adoption of the Plan, Spectra-Physics Lasers, Inc. has
caused its authorized officers to affix its corporate name and seal this ______
day of _________, 2000.




                                             SPECTRA-PHYSICS LASERS, INC.

Attest:


-----------------------------------          -----------------------------------
                                             By: Patrick L. Edsell
                                                 Chairman, President and
                                                 Chief Executive Officer



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                                 AMENDMENT NO. 1
                                     TO THE

                        2000 SPECTRA-PHYSICS LASERS, INC.
                              STOCK INCENTIVE PLAN


        Pursuant to the power reserved to it in Section 12 of the 2000
Spectra-Physics Lasers, Inc. Stock Incentive Plan (the "Plan"), Spectra-Physics
Lasers, Inc. hereby amends the Plan, effective September 1, 2000 as follows:



        1.     SECTION 2.9 IS HEREBY AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:

    "'Committee' means the committee designated by the Board to administer the
    Plan under Section 4. The Committee shall have at least two members, each of
    whom shall be a Non-Employee Director and an Outside Director.
    Notwithstanding the foregoing, the Board may designate one or more of its
    members to serve as a Secondary Committee and delegate to the Secondary
    Committee authority to grant Awards to eligible individuals who are not
    subject to the requirements of Rule 16b-3 promulgated by the Securities and
    Exchange Commission under the Act or Section 162(m) of the Code. The
    Secondary Committee shall have the same authority with respect to selecting
    the individuals to whom such Awards are granted and establishing the terms
    and conditions of such Awards as the Committee has under the terms of the
    Plan."


                                  *     *     *

        To record the adoption of this Amendment No. 1 to the Plan,
Spectra-Physics Lasers, Inc. has authorized its officers to execute this
Amendment this ___ day of ____________, 2000.


                                             SPECTRA-PHYSICS LASERS, INC.



Attest :                                     By:
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