**Exhibit 10.58**

 

**APPROVED BY STOCKHOLDERS**

**ON MAY 17, 2000**

 

INAMED CORPORATION

1999 STOCK OPTION PLAN

 

1.* Purpose*.  The purposeof the Plan is to provide additional incentive to those officers, keyemployees, non-employee directors and consultants of the Company and itsSubsidiaries whose substantial contributions are essential to the continuedgrowth and success of the Company’s business in order to strengthen theircommitment to the Company and its Subsidiaries, to motivate such officers andemployees to faithfully and diligently perform their assigned responsibilitiesand to attract and retain competent and dedicated individuals whose effortswill result in the long-term growth and profitability of the Company. Toaccomplish such purposes, the Plan provides that the Company may grantNonqualified Stock Options. The Plan is intended, to the extent applicable, tosatisfy the requirements of Section 162(m) of the Code and shall beinterpreted in a manner consistent with the requirements thereof.

 

2.* Definitions*.  Forpurposes of the Plan:

 

(a)               “Affiliates” shall have the meaning setforth in Rule 12b-2 under the Exchange Act.

 

(b)              “Agreement” shall mean the writtenagreement evidencing the grant of an Option, and setting forth the terms andconditions thereof. Each Agreement shall be approved by the Board or theCommittee.

 

(c)               “Associates” shall have the meaning setforth in Rule 12b-2 under the Exchange Act.

 

(d)              “Beneficial Owner” shall have the meaningset forth in Rule 13d-3 under the Exchange Act.

 

(e)               “Board” shall mean the Board ofDirectors of the Company.

 

(f)                 “Change in Capitalization” shall meanany increase, reduction, or change or exchange of Shares for a different numberor kind of shares or other securities of the Company by reason of a reclassification,recapitalization, merger, consolidation, reorganization, issuance of warrantsor rights, stock dividend, stock split or reverse stock split, combination orexchange of shares, repurchase of shares, change in corporate structure orotherwise.

 

(g)              “Change of Control” of the Company shallbe deemed to occur on the first to occur of the following: (i) any Person(other than the Company, any trustee or other fiduciary holding securitiesunder an employee benefit plan of the Company, or any corporation owned,directly or indirectly, by the stockholders of the Company in substantially thesame proportions as their ownership of stock of the Company)), is or becomesthe Beneficial Owner, directly or indirectly, of securities of the Companyrepresenting 20% or more (or, in the case of Appaloosa Management, L.P. and itsAffiliates and Associates, 36% or more) of the combined voting power of theCompany’s then outstanding securities; (ii) during any period of twoconsecutive years (not including any period prior to the adoption of the Plan),individuals who at the beginning of such period constitute the Board, and anynew director (other than a director designated by a person who has entered intoan agreement with the Company to effect a transaction described in clause (i),(iii) or (iv) of this definition) whose election by the Board ornomination for election by the Company’s stockholders was approved by a vote ofat least two-thirds ( 2¤3) ofthe directors then still in office who either were directors at the beginningof the period or whose election or nomination for election was previously soapproved, cease for any reason to constitute at least a majority thereof;(iii) the stockholders of the Company approve a merger or consolidation ofthe Company with any other corporation, other than (a) a merger orconsolidation which would result in the voting securities of the Companyoutstanding immediately prior thereto continuing to represent (either byremaining outstanding or by being converted into voting securities of the

 

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surviving entity) more than 50% of the combined voting power of thevoting securities of the Company or such surviving entity outstandingimmediately after such merger or consolidation, or (b) a merger orconsolidation effected to implement a recapitalization of the Company (orsimilar transaction) in which no Person acquires more than 20% of the combinedvoting power of the Company’s then outstanding securities; or (iv) thestockholders of the Company approve a plan of complete liquidation of theCompany or an agreement for the sale or disposition by the Company of all orsubstantially all of the Company’s assets.

 

(h)              “Code” shall mean the Internal RevenueCode of 1986, as amended.

 

(i)                  “Committee” shall mean a committeeappointed by the Board to administer the Plan and to perform the functions setforth herein. The composition of the Committee shall at all times consistsolely of persons who are (i) “Nonemployee Directors” as defined inRule 16b-3 issued under the Exchange Act, and (ii) “outside directors”as defined in Section 162(m) of the Code.

 

(j)                  “Company” shall mean InamedCorporation, a Delaware corporation.

 

(k)               “Eligible Employee” shall mean anyofficer or other key employee of the Company or a Subsidiary designated by theBoard or Committee as eligible to receive Options subject to the conditions setforth herein.

 

(l)                  “Exchange Act” shall mean theSecurities Exchange Act of 1934, as amended.

 

(m)            “Fair Market Value” shall mean the fairmarket value of the Shares as determined by the Committee in its solediscretion; *provided*, *however*, that (A) if the Shares areadmitted to trading on a national securities exchange, Fair Market Value on anydate shall be the last sale price reported for the Shares on such exchange onsuch date or on the last date preceding such date on which a sale was reported,(B) if the Shares are admitted to quotation on the NASDAQ stock market (“NASDAQ”)or other comparable quotation system and have been designated as a NationalMarket System (“NMS”) security, Fair Market Value on any date shall be the lastsale price reported for the Shares on such system on such date or on the lastday preceding such date on which a sale was reported, or (C) if the Sharesare admitted to quotation on NASDAQ and have not been designated a NMSsecurity, Fair Market Value on any date shall be the average of the highest bidand lowest asked prices of the Shares on such system on such date.

 

(n)              “Incentive Stock Option” shall mean an “IncentiveStock Option” within the meaning of Section 422 of the Code.

 

(o)              “Nonqualified Stock Option” shall mean anoption that is not an Incentive Stock Option.

 

(p)              “Option” shall mean a Nonqualified StockOption.

 

(q)              “Optionee” shall mean an EligibleEmployee, nonemployee director or consultant of the Company or a Subsidiary whohas been granted an Option under the Plan.

 

(r)                 “Person” shall have the meaning givenin Section 3(a)(9) of the Exchange Act, as modified and used in Sections13(d) and 14(d) thereof.

 

(s)               “Plan” shall mean the Inamed Corporation1999 Stock Option Plan, as amended from time to time.

 

(t)                 “Shares” shall mean shares of thecommon stock, $.01 par value, of the Company (including any new, additional ordifferent stock or securities resulting from a Change in Capitalization).

 

(u)              “Subsidiary” shall mean any corporationin an unbroken chain of corporations, beginning with the Company, if each ofthe corporations other than the last corporation in the unbroken

 

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chain owns stock possessing 50% or more of the total combined votingpower of all classes of stock in one of the other corporations in such chain.

 

3.* Administration*.

 

(a)               The Plan shall be administered by theCommittee, which shall hold meetings at such times as may be necessary for theproper administration of the Plan. The Committee shall keep minutes of itsmeetings. A majority of the Committee shall constitute a quorum and a majorityof a quorum may authorize any action. Any decision reduced to writing andsigned by a majority of the members of the Committee shall be fully effectiveas if it had been made at a meeting duly held. No member of the Committee shallbe personally liable for any action, determination or interpretation made ingood faith with respect to the Plan and all members of the Committee shall befully indemnified by the Company with respect to any such action, determinationor interpretation. The Company shall pay all expenses incurred in theadministration of the Plan.

 

(b)              Subject to the express terms andconditions set forth herein, the Committee shall have the power from time totime:

 

(i)                    to determinethose Eligible Employees, nonemployee directors and consultants to whom Optionsshall be granted under the Plan and the number of Options, to be granted toeach Eligible Employee, nonemployee directors or consultants and to prescribethe terms and conditions (which need not be identical) of each Option,including the purchase price per Share of each Option;

 

(ii)                 to construe andinterpret the Plan and the Options granted hereunder and to establish, amendand revoke rules and regulations for the administration of the Plan, including,but not limited to, correcting any defect or supplying any omission, orreconciling any inconsistency in the Plan or in any Agreement, in the mannerand to the extent it shall deem necessary or advisable to make the Plan fullyeffective, and all decisions and determinations by the Committee in theexercise of this power shall be final and binding upon the Company or aSubsidiary, and the Optionees, as the case may be;

 

(iii)              generally, toexercise such powers and to perform such acts as are deemed necessary oradvisable to promote the best interests of the Company with respect to thePlan.

 

4.* Shares Subject to Plan; Limitation on Grants*.

 

(a)               The maximum number of Shares that may beissued pursuant to Options shall be 900,000 Shares (or the number and kind ofshares of stock or other securities that are substituted for those Shares or towhich those Shares are adjusted upon a Change in Capitalization), and theCompany shall reserve for the purposes of the Plan, out of its authorized butunissued Shares or out of Shares held in the Company’s treasury, or partly outof each, such number of Shares.

 

(b)              Whenever any outstanding Option orportion thereof expires, is cancelled or is otherwise terminated (other than byexercise of an Option), the Shares allocable to the unexercised portion of suchOption may again be the subject of grants of Options hereunder.

 

(c)               The aggregate number of Shares withrespect to which an Option or Options may be granted to any individual Optioneeduring any fiscal year shall not exceed 300,000.

 

5.* Eligibility*.  Subject to the provisions of thePlan, the Committee shall have full and final authority to select thoseEligible Employees, nonemployee directors and consultants who will receiveOptions hereunder.

 

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6.* Options*.  The Committeemay grant Options in accordance with the Plan, the terms and conditions ofwhich shall be set forth in an Agreement. Each Option and Agreement shall besubject to the following conditions:

 

(a)*  Purchase Price*.  The purchase price or the manner in which thepurchase price is to be determined for Shares under each Option shall be setforth in the Agreement; *provided*,*however*, that the Board may, inits sole discretion, at any time prior to the expiration of an Option, providethat the purchase price per Share of an Option may be lowered if the Boarddetermines that such an adjustment is necessary to preserve the incentivepurpose of such Option.

 

(b)  *Duration*.  Optionsgranted hereunder shall be for such term as the Committee shall determine,provided that no Option shall be exercisable after the expiration of ten(10) years from the date it is granted. The Committee may, subsequent tothe granting of any Option, extend the term thereof but in no event shall theterm as so extended exceed the maximum term provided for in the precedingsentence.

 

(c)  *Nontransferability*. Unless otherwise set forth in the Agreement, no Option granted hereundershall be transferable by an Optionee otherwise than by will or the laws ofdescent and distribution, and an Option may be exercised during the lifetime ofsuch Optionee only by the Optionee or such Optionee’s guardian or legalrepresentative. The terms of such Option shall be binding upon thebeneficiaries, executors, administrators, heirs and successors of the Optionee.

 

(d)  *Vesting*.  Each Optionshall become exercisable as determined by the Board or Committee as set forthin the Agreement.

 

(e)  *Termination of Employment or Service*.  Unless otherwise set forth in the Agreement,any outstanding Options held by an Optionee on the date that an Optionee ceasesto be employed by the Company or any Subsidiary (or ceases to serve as anonemployee director of, or a consultant to the Company or any Subsidiary)shall terminate as of such date. Notwithstanding the foregoing, the Committeemay provide, either at the time an Option is granted or thereafter, that theOption may be exercised beyond such date, but in no event beyond the term ofthe Option. Without limiting the generality of the foregoing, unless determinedotherwise by the Committee and reflected in the applicable Agreement, serviceby an Optionee as a consultant to the Company which commences immediately uponthe termination of such Optionee’s employment by the Company (or, ifapplicable, termination of such Optionee’s service as a nonemployee director)shall be treated as continuous service by such Optionee with the Company forpurposes of this Plan, and Options held by such Optionee shall remainoutstanding during such service as a consultant, subject to the terms of theAgreement and the Plan.

 

(f) * Method of Exercise*.  The exercise of an Option shall be made onlyby a written notice delivered to the Secretary of the Company at the Company’sprincipal executive office, specifying the number of Shares to be purchased andaccompanied by payment therefor and otherwise in accordance with the Agreementpursuant to which the Option was granted. The purchase price for any Sharespurchased pursuant to the exercise of an Option shall be paid in full upon suchexercise either (i) in cash, by certified check or by cashier’s check or(ii) through the delivery of Shares owned by the Optionee for at least sixmonths prior to the date of exercise having a Fair Market Value equal to theOption purchase price. If requested by the Committee, the Optionee shalldeliver the Agreement evidencing the Option to the Secretary of the Company whoshall endorse thereon a notation of such exercise and return such Agreement tothe Optionee. Not less than 50 Shares may be purchased at any time upon theexercise of an Option unless the number of Shares so purchased constitutes thetotal number of Shares then purchasable under the Option.

 

(i)  *Rights of Optionees*. No Optionee shall be deemed for any purpose to be the owner of anyShares subject to any Option unless and until (i) the Option shall havebeen exercised

 

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pursuant to the terms thereof, (ii) the Company shall have issuedand delivered the Shares to the Optionee, and (iii) the Optionee’s nameshall have been entered as a stockholder of record on the books of the Company.Thereupon, the Optionee shall have full voting, dividend and other ownershiprights with respect to such Shares.

 

7.* Adjustment Upon Changes in Capitalization*.

 

(a)               In the event of a Change inCapitalization, the Committee shall conclusively determine the appropriateadjustments, if any, to the maximum number and class of shares of stock withrespect to which Options may be granted under the Plan, the number and class ofshares of stock as to which Options have been granted under the Plan, and the purchaseprice therefor, if applicable.

 

(b)              In the event the outstanding Shares shallbe changed into or exchanged for any other class or series of capital stock orcash, securities or other property pursuant to a recapitalization,reclassification, merger, consolidation, combination or similar transaction,then each Option shall thereafter become exercisable for the number and/or kindof capital stock, and/or the amount of cash, securities or other property sodistributed, into which the Shares subject to the Option would have beenchanged or exchanged had the Option been exercised in full prior to suchtransaction, provided that, if the kind or amount of capital stock or cash,securities or other property received in such transaction is not the same for eachoutstanding Share, then the kind or amount of capital stock or cash, securitiesor other property for which the Option shall thereafter become exercisableshall be the kind and amount so receivable per Share by a plurality of theShares, and provided further that, if necessary, the provisions of the Optionshall be appropriately adjusted so as to be applicable, as nearly as mayreasonably be, to any shares of capital stock, cash, securities or otherproperty thereafter issuable or deliverable upon exercise of the Option.

 

8.* Termination and Amendment of the Plan*.  The Plan shall terminate on the day precedingthe tenth anniversary of its effective date, except with respect to Optionsoutstanding on such date, and no Options may be granted thereafter, butthen-outstanding Options shall be unaffected. The Board may sooner terminate oramend the Plan at any time, and from time to time; provided, however, that,except as provided in Section 7 hereof, no amendment shall be effectiveunless approved by the stockholders of the Company if and to the extent thatthe Board determines such approval is appropriate for purposes of satisfyingSection 162(m) of the Code or any other law, regulation or stock exchangerule. Except as provided in Section 7 hereof, rights and obligations underany Option granted before any amendment of the Plan shall not be adverselyaltered or impaired by such amendment, except with the consent of the Optionee.

 

9.* Nonexclusivity of the Plan*. The adoption of the Plan by the Board shall not be construed asamending, modifying or rescinding any previously approved incentive arrangementor as creating any limitations on the power of the Board to adopt such otherincentive arrangements as it may deem desirable, including, without limitation,the granting of stock options otherwise than under the Plan, and sucharrangements may be either applicable generally or only in specific cases.

 

10.* Limitation of Liability*. As illustrative of the limitations of liability of the Company, but notintended to be exhaustive thereof, nothing in the Plan shall be construed to:

 

(a)               give any person any right to be grantedan Option other than at the sole discretion of the Board or the Committee;

 

(b)              give any person any rights whatsoeverwith respect to Shares except as specifically provided in the Plan;

 

(c)               limit in any way the right of theCompany or its Subsidiaries to terminate the employment of any person at anytime; or

 

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(d)              be evidence of any agreement orunderstanding, expressed or implied, that the Company or its Subsidiaries willemploy any person in any particular position, at any particular rate ofcompensation or for any particular period of time.

 

11.* Regulations and Other Approvals; Governing Law*.

 

(a)               The Plan and the rights of all personsclaiming hereunder shall be construed and determined in accordance with thelaws of the State of Delaware without giving effect to the choice of lawprinciples thereof.

 

(b)              The obligation of the Company to sell ordeliver Shares with respect to Options granted under the Plan shall be subjectto all applicable laws, rules and regulations, including all applicable federaland state securities laws, and the obtaining of all such approvals bygovernmental agencies as may be deemed necessary or appropriate by theCommittee.

 

(c)               Except as otherwise provided inSection 8, the Board may make such changes as may be necessary orappropriate to comply with the rules and regulations of any governmentauthority.

 

(d)              Each Option is subject to the requirementthat, if at any time the Committee determines, in its absolute discretion, thatthe listing, registration or qualification of Shares issuable pursuant to thePlan is required by any securities exchange or under any state or federal law,or the consent or approval of any governmental regulatory body is necessary ordesirable as a condition of, or in connection with, the grant of an Option, orthe issuance of Shares, no Options, shall be granted or payment made or Sharesissued, in whole or in part, unless listing, registration, qualification,consent or approval has been effected or obtained free of any conditions asacceptable to the Committee.

 

12.* Multiple Agreements*. The terms of each Option may differ from other Options granted under thePlan at the same time, or at any other time. The Committee may also grant morethan one Option, to a given Optionee during the term of the Plan, either inaddition to, or in substitution for, one or more Options previously granted tothat Optionee. The grant of multiple Options may be evidenced by a singleAgreement or multiple Agreements, as determined by the Committee.

 

13.* Withholding of Taxes*. Whenever Shares are to be delivered pursuant to an Option, the Companyshall have the right to require the Optionee to remit to the Company in cash anamount equal to the amount of any federal, state and local tax required to bewithheld. With the approval of the Committee, an Optionee may satisfy theforegoing requirement by electing to have the Company withhold from deliveryShares having a value equal to the amount of tax to required to be withheld.Such Shares shall be valued at their Fair Market Value on the date of which theamount of tax required to be withheld is determined (the “Tax Date”).Fractional share amounts shall be settled in cash. Such a withholding electionmay be made with respect to all or any portion of the shares to be deliveredpursuant to an Option.

 

14.* Notification of Election Under Section 83(b) of the Code*.  If any Optionee shall, in connection with theacquisition of Shares under the Plan, make the election permitted underSection 83(b) of the Code, such Optionee shall notify the Company of suchelection within 10 days of filing notice of the election with the InternalRevenue Service.

 

15.* No Fractional Shares*. No fractional Shares shall be issued or delivered pursuant to the Plan.The Board shall determine whether cash, other Options, or other property shallbe issued or paid in lieu of such fractional shares or whether such fractionalshares or any rights thereto shall be forfeited or otherwise eliminated.

 

16.* Beneficiary*.  AnOptionee may file with the Committee a written designation of a beneficiary onsuch form as may be prescribed by the Committee and may, from time to time,amend or revoke such designation. If no designated beneficiary survives theOptionee, the executor or administrator of the Optionee’s estate shall bedeemed to be the Optionee’s beneficiary.

 

17.* Effective Date*.  Theeffective date of the Plan is September 12, 1999 (the date on which theBoard adopted the Plan), subject to the approval of the Company’s shareholders,which occurred on May 17, 2000.

 

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