Exhibit 10.5


RELIANT
TECHNOLOGIES, INC.


 


2007
EMPLOYEE STOCK PURCHASE PLAN


 


ADOPTED BY THE BOARD OF DIRECTORS: 
AUGUST 9, 2007

APPROVED BY THE STOCKHOLDERS: ________, 2007


1.             GENERAL.


(a)           The purpose of the Plan is to provide a
means by which Eligible Employees of the Company and certain designated Related
Corporations may be given an opportunity to purchase shares of Common
Stock.  The Plan is intended to permit
the Company to grant a series of Purchase Rights to Eligible Employees under an
Employee Stock Purchase Plan.


(b)           The Company, by means of the Plan, seeks
to retain the services of such Employees, to secure and retain the services of
new Employees and to provide incentives for such persons to exert maximum
efforts for the success of the Company and its Related Corporations.


2.             ADMINISTRATION.


(a)           The Board shall administer the Plan
unless and until the Board delegates administration of the Plan to a Committee
or Committees, as provided in Section 2(c).


(b)           The Board shall have the power, subject
to, and within the limitations of, the express provisions of the Plan:


(i)            To determine how and when Purchase Rights
to purchase shares of Common Stock shall be granted and the provisions of each
Offering of such Purchase Rights (which need not be identical).


(ii)           To designate from time to time which
Related Corporations of the Company shall be eligible to participate in the
Plan.


(iii)         To construe and interpret the Plan and
Purchase Rights, and to establish, amend and revoke rules and regulations for
its administration.  The Board, in the
exercise of this power, may correct any defect, omission or inconsistency in
the Plan, in a manner and to the extent it shall deem necessary or expedient to
make the Plan fully effective.


(iv)          To settle all controversies regarding the
Plan and Purchase Rights granted under it.


(v)            To suspend or terminate the Plan at any
time.  Suspension or termination of the
Plan shall not impair rights and obligations under any Purchase Right granted
while the Plan is in effect except with the written consent of the affected
Participant.


 

















 


(vi)          To amend the Plan in any respect the
Board deems necessary or advisable. 
However, except as provided in Section 13(a) relating to Capitalization
Adjustments, stockholder approval shall be required for any amendment of the
Plan that either (i) materially increases the number of shares of Common Stock
available for issuance under the Plan, (ii) materially expands the class of
individuals eligible to become Participants and receive Purchase Rights under the
Plan, (iii) materially increases the benefits accruing to Participants under
the Plan or materially reduces the price at which shares of Common Stock may be
purchased under the Plan, (iv) materially extends the term of the Plan, or (v)
expands the types of awards available for issuance under the Plan, but in each
of (i) through (v) only to the extent required by applicable law or listing
requirements. Except as provided above, the rights and obligations under any
Purchase Rights granted before amendment of the Plan shall not be impaired by
any amendment of the Plan except: (i) with the consent of the person to whom
such Purchase Rights were granted, or (ii) as necessary to comply with any laws
or governmental regulations (including, without limitation, the provisions of
the Code and the regulations promulgated thereunder relating to Employee Stock
Purchase Plans).


(vii)         Generally, to exercise such powers and to
perform such acts as it deems necessary or expedient to promote the best
interests of the Company and its Related Corporations and to carry out the
intent that the Plan be treated as an Employee Stock Purchase Plan.


(viii)        To adopt such procedures and sub-plans as
are necessary or appropriate to permit participation in the Plan by Employees
who are foreign nationals or employed outside the United States.


(c)           The Board may delegate some or all of the
administration of the Plan to a Committee or Committees.  If administration is delegated to a
Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board that have been
delegated to the Committee, including the power to delegate to a subcommittee
any of the administrative powers the Committee is authorized to exercise (and
references in this Plan to the Board shall thereafter be to the Committee or
subcommittee), subject, however, to such resolutions, not inconsistent with the
provisions of the Plan, as may be adopted from time to time by the Board.  The Board may retain the authority to
concurrently administer the Plan with the Committee and may, at any time,
revest in the Board some or all of the powers previously delegated.


(d)           All determinations, interpretations and
constructions made by the Board in good faith shall not be subject to review by
any person and shall be final, binding and conclusive on all persons.


3.             SHARES OF COMMON STOCK SUBJECT TO THE PLAN.


(a)           Subject to the provisions of Section 13(a)
relating to Capitalization Adjustments, the shares of Common Stock that may be
sold pursuant to Purchase Rights shall not exceed in the aggregate six hundred
thousand (600,000)(1) shares of Common Stock.  In addition, the number of shares of Common
Stock available for issuance under the Plan shall automatically






(1) Pre-IPO, pre-split shares


 


 

















 


 


increase on
January 1st of each year, commencing in 2008 and ending on (and including)
January 1, 2017, in an amount equal to the lesser of (i) two percent (2%) of
the total number of shares of Common Stock outstanding on December 31st of the
preceding calendar year, or (ii) one million, two hundred thousand (1,200,000)(2)
shares of Common Stock.  Notwithstanding
the foregoing, the Board may act prior to the first day of any calendar year,
to provide that there shall be no increase in the share reserve for such
calendar year or that the increase in the share reserve for such calendar year
shall be a lesser number of shares of Common Stock than would otherwise occur
pursuant to the preceding sentence.


(b)           If any Purchase Right granted under the
Plan shall for any reason terminate without having been exercised, the shares
of Common Stock not purchased under such Purchase Right shall again become
available for issuance under the Plan.


(c)           The stock purchasable under the Plan
shall be shares of authorized but unissued or reacquired Common Stock,
including shares repurchased by the Company on the open market.


4.             GRANT OF PURCHASE RIGHTS; OFFERING.


(a)           The Board may from time to time grant or
provide for the grant of Purchase Rights to purchase shares of Common Stock
under the Plan to Eligible Employees in an Offering (consisting of one or more
Purchase Periods) on an Offering Date or Offering Dates selected by the
Board.  Each Offering shall be in such
form and shall contain such terms and conditions as the Board shall deem
appropriate, which shall comply with the requirement of Section 423(b)(5) of
the Code that all Employees granted Purchase Rights shall have the same rights
and privileges.  The terms and conditions
of an Offering shall be incorporated by reference into the Plan and treated as
part of the Plan.  The provisions of
separate Offerings need not be identical, but each Offering shall include
(through incorporation of the provisions of this Plan by reference in the
document comprising the Offering or otherwise) the period during which the
Offering shall be effective, which period shall not exceed twenty-seven (27)
months beginning with the Offering Date, and the substance of the provisions
contained in Sections 5 through 8, inclusive.


(b)           If a Participant has more than one
Purchase Right outstanding under the Plan, unless he or she otherwise indicates
in agreements or notices delivered hereunder: (i) each agreement or notice
delivered by that Participant shall be deemed to apply to all of his or her
Purchase Rights under the Plan, and (ii) a Purchase Right with a lower exercise
price (or an earlier-granted Purchase Right, if different Purchase Rights have
identical exercise prices) shall be exercised to the fullest possible extent
before a Purchase Right with a higher exercise price (or a later-granted
Purchase Right if different Purchase Rights have identical exercise prices)
shall be exercised.


(c)           The Board shall have the discretion to
structure an Offering so that if the Fair Market Value of the shares of Common
Stock on the first day of a new Purchase Period within that Offering is less
than or equal to the Fair Market Value of the shares of Common Stock on the
Offering Date, then (i) that Offering shall terminate immediately, and (ii) the
Participants in


 






(2) Pre-IPO, pre-split shares


 


 

















 


such terminated
Offering shall be automatically enrolled in a new Offering beginning on the
first day of such new Purchase Period.


5.             ELIGIBILITY.


(a)           Purchase Rights may be granted only to
Employees of the Company or, as the Board may designate as provided in Section 2(b),
to Employees of a Related Corporation. 
Except as provided in Section 5(b), an Employee shall not be eligible to
be granted Purchase Rights under the Plan unless, on the Offering Date, such
Employee has been in the employ of the Company or the Related Corporation, as
the case may be, for such continuous period preceding such Offering Date as the
Board may require, but in no event shall the required period of continuous
employment be greater than two (2) years. 
In addition, the Board may provide that no Employee shall be eligible to
be granted Purchase Rights under the Plan unless, on the Offering Date, such
Employee’s customary employment with the Company or the Related Corporation is
more than twenty (20) hours per week and more than five (5) months per calendar
year or such other criteria as the Board may determine consistent with Section
423 of the Code.


(b)           The Board may provide that each person
who, during the course of an Offering, first becomes an Eligible Employee
shall, on a date or dates specified in the Offering which coincides with the
day on which such person becomes an Eligible Employee or which occurs
thereafter, receive a Purchase Right under that Offering, which Purchase Right
shall thereafter be deemed to be a part of that Offering.  Such Purchase Right shall have the same
characteristics as any Purchase Rights originally granted under that Offering,
as described herein, except that:


(i)            the date on which such Purchase Right is
granted shall be the “Offering Date” of such Purchase Right for all purposes,
including determination of the exercise price of such Purchase Right;


(ii)           the period of the Offering with respect
to such Purchase Right shall begin on its Offering Date and end coincident with
the end of such Offering; and


(iii)         the Board may provide that if such person
first becomes an Eligible Employee within a specified period of time before the
end of the Offering, he or she shall not receive any Purchase Right under that
Offering.


(c)           No Employee shall be eligible for the
grant of any Purchase Rights under the Plan if, immediately after any such
Purchase Rights are granted, such Employee owns stock possessing five percent
(5%) or more of the total combined voting power or value of all classes of
stock of the Company or of any Related Corporation.  For purposes of this Section 5(c), the rules
of Section 424(d) of the Code shall apply in determining the stock ownership of
any Employee, and stock which such Employee may purchase under all outstanding
Purchase Rights and options shall be treated as stock owned by such Employee.


(d)           As specified by Section 423(b)(8) of the
Code, an Eligible Employee may be granted Purchase Rights under the Plan only
if such Purchase Rights, together with any other rights granted under all
Employee Stock Purchase Plans of the Company and any Related Corporations, do
not permit such Eligible Employee’s rights to purchase stock of the Company or
any Related Corporation to accrue at a rate which exceeds twenty five thousand
dollars


 


 

















 


($25,000) of Fair
Market Value of such stock (determined at the time such rights are granted, and
which, with respect to the Plan, shall be determined as of their respective
Offering Dates) for each calendar year in which such rights are outstanding at
any time.


(e)           Officers of the Company and any
designated Related Corporation, if they are otherwise Eligible Employees, shall
be eligible to participate in Offerings under the Plan.  Notwithstanding the foregoing, the Board may
provide in an Offering that Employees who are highly compensated Employees
within the meaning of Section 423(b)(4)(D) of the Code shall not be eligible to
participate.


6.             PURCHASE RIGHTS; PURCHASE PRICE.


(a)           On each Offering Date, each Eligible
Employee, pursuant to an Offering made under the Plan, shall be granted a
Purchase Right to purchase up to that number of shares of Common Stock
purchasable either with a percentage or with a maximum dollar amount, as
designated by the Board, but in either case not exceeding fifteen percent (15%) of such Employee’s
earnings (as defined by the Board in each Offering) during the period that
begins on the Offering Date (or such later date as the Board determines for a
particular Offering) and ends on the date stated in the Offering, which date
shall be no later than the end of the Offering.


(b)           The Board shall establish one (1) or more
Purchase Dates during an Offering as of which Purchase Rights granted pursuant
to that Offering shall be exercised and purchases of shares of Common Stock
shall be carried out in accordance with such Offering.


(c)           In connection with each Offering made
under the Plan, the Board may specify a maximum number of shares of Common
Stock that may be purchased by any Participant on any Purchase Date during such
Offering.  In connection with each
Offering made under the Plan, the Board may specify a maximum aggregate number
of shares of Common Stock that may be purchased by all Participants pursuant to
such Offering.  In addition, in connection
with each Offering that contains more than one Purchase Date, the Board may
specify a maximum aggregate number of shares of Common Stock that may be
purchased by all Participants on any Purchase Date under the Offering.  If the aggregate purchase of shares of Common
Stock issuable upon exercise of Purchase Rights granted under the Offering
would exceed any such maximum aggregate number, then, in the absence of any
Board action otherwise, a pro rata allocation of the shares of Common Stock
available shall be made in as nearly a uniform manner as shall be practicable
and equitable.


(d)           The purchase price of shares of Common
Stock acquired pursuant to Purchase Rights shall be not less than the lesser
of:


(i)            an amount equal to eighty-five percent
(85%) of the Fair Market Value of the shares of Common Stock on the Offering
Date; or


(ii)           an amount equal to eighty-five percent
(85%) of the Fair Market Value of the shares of Common Stock on the applicable
Purchase Date.


 

















 


7.             PARTICIPATION;
WITHDRAWAL; TERMINATION.


(a)           A Participant may elect to authorize
payroll deductions pursuant to an Offering under the Plan by completing and
delivering to the Company, within the time specified in the Offering, an
enrollment form (in such form as the Company may provide). Each such enrollment
form shall authorize an amount of Contributions expressed as a percentage of
the submitting Participant’s earnings (as defined in each Offering) during the
Offering (not to exceed the maximum percentage specified by the Board). Each Participant’s
Contributions shall be credited to a bookkeeping account for such Participant
under the Plan and shall be deposited with the general funds of the Company
except where applicable law requires that Contributions be deposited with a
third party. To the extent provided in the Offering, a Participant may begin
such Contributions after the beginning of the Offering.  To the extent provided in the Offering, a
Participant may thereafter reduce (including to zero) or increase his or her
Contributions.  To the extent
specifically provided in the Offering, in addition to making Contributions by
payroll deductions, a Participant may make Contributions through the payment by
cash or check prior to each Purchase Date of the Offering.


(b)           During an Offering, a Participant may
cease making Contributions and withdraw from the Offering by delivering to the
Company a notice of withdrawal in such form as the Company may provide.  Such withdrawal may be elected at any time
prior to the end of the Offering, except as provided otherwise in the
Offering.  Upon such withdrawal from the
Offering by a Participant, the Company shall distribute to such Participant all
of his or her accumulated Contributions (reduced to the extent, if any, such
Contributions have been used to acquire shares of Common Stock for the
Participant) under the Offering, and such Participant’s Purchase Right in that
Offering shall thereupon terminate.  A
Participant’s withdrawal from an Offering shall have no effect upon such
Participant’s eligibility to participate in any other Offerings under the Plan,
but such Participant shall be required to deliver a new enrollment form in
order to participate in subsequent Offerings.


(c)           Purchase Rights granted pursuant to any
Offering under the Plan shall terminate immediately upon a Participant ceasing
to be an Employee for any reason or for no reason (subject to any
post-employment participation period required by law) or other lack of
eligibility. The Company shall distribute to such terminated or otherwise ineligible
Employee all of his or her accumulated Contributions (reduced to the extent, if
any, such Contributions have been used to acquire shares of Common Stock for
the terminated or otherwise ineligible Employee) under the Offering.


(d)           Purchase Rights shall not be transferable
by a Participant except by will, the laws of descent and distribution, or by a
beneficiary designation as provided in Section 12.  During a Participant’s lifetime, Purchase
Rights shall be exercisable only by such Participant.


(e)           Unless otherwise specified in an
Offering, the Company shall have no obligation to pay interest on
Contributions.


 

















 


8.             EXERCISE OF
PURCHASE RIGHTS.


(a)           On each Purchase Date during an Offering,
each Participant’s accumulated Contributions shall be applied to the purchase
of shares of Common Stock up to the maximum number of shares of Common Stock
permitted pursuant to the terms of the Plan and the applicable Offering, at the
purchase price specified in the Offering. 
No fractional shares shall be issued upon the exercise of Purchase
Rights unless specifically provided for in the Offering.


(b)           If any amount of accumulated
Contributions remains in a Participant’s account after the purchase of shares
of Common Stock and such remaining amount is less than the amount required to
purchase one share of Common Stock on the final Purchase Date of an Offering,
then such remaining amount shall be held in such Participant’s account for the
purchase of shares of Common Stock under the next Offering under the Plan,
unless such Participant withdraws from such next Offering, as provided in
Section 7(b), or is not eligible to participate in such Offering, as provided
in Section 5, in which case such amount shall be distributed to such
Participant after the final Purchase Date, without interest.  If the amount of Contributions remaining in a
Participant’s account after the purchase of shares of Common Stock is at least
equal to the amount required to purchase one (1) whole share of Common Stock on
the final Purchase Date of the Offering, then such remaining amount shall be
distributed in full to such Participant at the end of the Offering without
interest.


(c)           No Purchase Rights may be exercised to
any extent unless the shares of Common Stock to be issued upon such exercise
under the Plan are covered by an effective registration statement pursuant to
the Securities Act and the Plan is in material compliance with all applicable
federal, state, foreign and other securities and other laws applicable to the
Plan.  If on a Purchase Date during any
Offering hereunder the shares of Common Stock are not so registered or the Plan
is not in such compliance, no Purchase Rights or any Offering shall be
exercised on such Purchase Date, and the Purchase Date shall be delayed until
the shares of Common Stock are subject to such an effective registration
statement and the Plan is in such compliance, except that the Purchase Date
shall not be delayed more than twelve (12) months and the Purchase Date shall
in no event be more than twenty-seven (27) months from the Offering Date.  If, on the Purchase Date under any Offering
hereunder, as delayed to the maximum extent permissible, the shares of Common
Stock are not registered and the Plan is not in such compliance, no Purchase
Rights or any Offering shall be exercised and all Contributions accumulated
during the Offering (reduced to the extent, if any, such Contributions have
been used to acquire shares of Common Stock) shall be distributed to the
Participants without interest.


9.             COVENANTS OF THE COMPANY.


The Company shall seek to
obtain from each federal, state, foreign or other regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell shares of Common Stock upon exercise of the Purchase Rights.  If, after commercially reasonable efforts,
the Company is unable to obtain from any such regulatory commission or agency
the authority that counsel for the Company deems necessary for the lawful
issuance and sale of Common Stock under the Plan, the Company shall be relieved
from any liability for failure to issue and sell Common Stock upon exercise of
such Purchase Rights unless and until such authority is obtained.


 

















 


10.          USE
OF PROCEEDS FROM SALES OF COMMON STOCK.


Proceeds from the sale of
shares of Common Stock pursuant to Purchase Rights shall constitute general
funds of the Company.


11.          RIGHTS
AS A STOCKHOLDER.


A Participant shall not
be deemed to be the holder of, or to have any of the rights of a holder with
respect to, shares of Common Stock subject to Purchase Rights unless and until
the Participant’s shares of Common Stock acquired upon exercise of Purchase
Rights are recorded in the books of the Company (or its transfer agent).


12.          DESIGNATION
OF BENEFICIARY.


(a)           A Participant may file a written
designation of a beneficiary who is to receive any shares of Common Stock
and/or cash, if any, from the Participant’s account under the Plan in the event
of such Participant’s death subsequent to the end of an Offering but prior to
delivery to the Participant of such shares of Common Stock or cash.  In addition, a Participant may file a written
designation of a beneficiary who is to receive any cash from the Participant’s
account under the Plan in the event of such Participant’s death during an
Offering.  Any such designation shall be
on a form provided by or otherwise acceptable to the Company.


(b)           The Participant may change such
designation of beneficiary at any time by written notice to the Company.  In the event of the death of a Participant
and in the absence of a beneficiary validly designated under the Plan who is
living at the time of such Participant’s death, the Company shall deliver such
shares of Common Stock and/or cash to the executor or administrator of the
estate of the Participant, or if no such executor or administrator has been
appointed (to the knowledge of the Company), the Company, in its sole
discretion, may deliver such shares of Common Stock and/or cash to the spouse
or to any one or more dependents or relatives of the Participant, or if no
spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate.


13.          ADJUSTMENTS
UPON CHANGES IN COMMON STOCK; CORPORATE TRANSACTIONS.


(a)           If any change is made in, or other events
occur with respect to, the Common Stock subject to the Plan or subject to any
Purchase Right after the effective date of the Plan set forth in Section 16
without the receipt of consideration by the Company (through merger,
consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by
the Company (each a “Capitalization
Adjustment”)), the Board shall appropriately adjust: (i) the
class(es) and maximum number of securities subject to the Plan pursuant to
Section 3(a), (ii) the class(es) and maximum number of securities by which the
share reserve is to increase automatically each year pursuant to Section 3(a),
(iii) the class(es) and number of securities subject to, and the purchase price
of, outstanding Purchase Rights, and (iv) the class(es) and number of
securities imposed by purchase limits under each ongoing Offering.  The Board shall make such adjustments, and
its determination shall be final, binding and conclusive.  (Notwithstanding the 


 


 

















 


foregoing, the
conversion of any convertible securities of the Company shall not be treated as
a transaction “without receipt of consideration” by the Company.)


(b)           In the event of a Corporate Transaction,
then: (i) any surviving corporation or acquiring corporation (or the surviving
or acquiring corporation’s parent company) may assume or continue Purchase Rights
outstanding under the Plan or may substitute similar rights (including a right
to acquire the same consideration paid to the stockholders in the Corporate
Transaction) for those outstanding under the Plan, or (ii) if any surviving or
acquiring corporation (or its parent company)
does not assume or continue such Purchase Rights or does not
substitute similar rights for Purchase Rights outstanding under the Plan, then
the Participants’ accumulated Contributions shall be used to purchase shares of
Common Stock within ten (10) business days prior to the Corporate Transaction
under any ongoing Offerings, and the Participants’ Purchase Rights under the
ongoing Offerings shall terminate immediately after such purchase.


14.          AMENDMENT OF THE
PLAN.


(a)           The Board at any time, and from time to
time, may amend the Plan.  However,
except as provided in Section 13(a) relating to Capitalization Adjustments and
except as to amendments solely to benefit the administration of the Plan, to
take account of a change in legislation or to obtain or maintain favorable tax,
exchange control or regulatory treatment for Participants or the Company or any
Related Corporation, no amendment shall be effective unless approved by the
stockholders of the Company to the extent stockholder approval is necessary for
the Plan to satisfy the requirements of Section 423 of the Code or other
applicable laws or regulations.


(b)           It is expressly contemplated that the
Board may amend the Plan in any respect the Board deems necessary or advisable
to provide Employees with the maximum benefits provided or to be provided under
the provisions of the Code and the regulations promulgated thereunder relating
to Employee Stock Purchase Plans and/or to bring the Plan and/or Purchase
Rights into compliance therewith.


(c)           The rights and obligations under any
Purchase Rights granted before amendment of the Plan shall not be impaired by
any amendment of the Plan except: (i) with the consent of the person to whom
such Purchase Rights were granted, or (ii) as necessary to comply with any laws
or governmental regulations (including, without limitation, the provisions of
the Code and the regulations promulgated thereunder relating to Employee Stock
Purchase Plans).


15.          TERMINATION
OR SUSPENSION OF THE PLAN.


(a)           The Board may suspend or terminate the
Plan at any time.  Unless sooner
terminated, the Plan shall terminate at the time that all of the shares of
Common Stock reserved for issuance under the Plan, as increased and/or adjusted
from time to time, have been issued under the terms of the Plan.  No Purchase Rights may be granted under the
Plan while the Plan is suspended or after it is terminated.


(b)           Any benefits, privileges, entitlements
and obligations under any Purchase Rights while the Plan is in effect shall not
be impaired by suspension or termination of the Plan except


 


 

















 


(i) as expressly
provided in the Plan or with the consent of the person to whom such Purchase
Rights were granted, (ii) as necessary to comply with any laws, regulations or
listing requirements, or (iii) as necessary to ensure that the Plan and/or
Purchase Rights comply with the requirements of Section 423 of the Code.  Notwithstanding the foregoing, if the Company’s
accountants advise the Company that the accounting treatment of purchases under
the Plan will change or has changed in a manner that the Company determines is
detrimental to its best interests, then the Company may, in its discretion,
take any or all of the following actions: (i) terminate each Offering hereunder
that is then ongoing as of the next Purchase Date (after the purchase of Common
Stock on such Purchase Date) under such Offering; (ii) set a new Purchase Date
for each ongoing Offering and terminate such Offerings after the purchase of
Common Stock on such Purchase Date; (iii) amend the Plan and the ongoing
Offering so that such Offering will no longer have an accounting treatment that
is detrimental to the Company’s best interests and (iv) terminate each ongoing
Offering and refund any Contributions (reduced to the extent, if any, such
Contributions have been used to acquire shares of Common Stock) without
interest to the participants.


16.          EFFECTIVE
DATE OF PLAN.


The Plan shall become
effective on the IPO Date, but no Purchase Rights shall be exercised unless and
until the Plan has been approved by the stockholders of the Company, which
approval shall be within twelve (12) months before or after the date the Plan
is adopted by the Board.


17.          MISCELLANEOUS
PROVISIONS.


(a)           The Plan and Offering do not constitute
an employment contract.  Nothing in the
Plan or in the Offering shall in any way alter the at will nature of a
Participant’s employment or  be deemed to
create in any way whatsoever any obligation on the part of any Participant to
continue in the employ of the Company or a Related Corporation, or on the part
of the Company or a Related Corporation to continue the employment of a
Participant.


(b)           The provisions of the Plan shall be
governed by the laws of the State of Delaware
without resort to that state’s conflicts of laws rules.


18.          DEFINITIONS.


As used in the Plan, the
following definitions shall apply to the capitalized terms indicated below:


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


(b)           “Capitalization Adjustment”
means any change that is made in, or other events that occur with respect to,
the Common Stock subject to the Plan or subject to any Purchase Right after the
Effective Date without the receipt of consideration by the Company (through
merger, consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate
structure or other transaction not involving the receipt of consideration by
the Company).  Notwithstanding the
foregoing, the conversion of any 


 


 

















 


convertible
securities of the Company shall not be treated as a transaction “without the
receipt of consideration” by the Company.


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


(d)           “Committee”  means a committee of one (1) or more members of the
Board to whom authority has been delegated by the Board in accordance with
Section 2(c).


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


(f)            “Company” means Reliant Technologies, Inc., a Delaware
corporation.


(g)           “Contributions” means the payroll deductions and other additional
payments specifically provided for in the Offering, that a Participant
contributes to fund the exercise of a Purchase Right. A Participant may make
additional payments into his or her account, if specifically provided for in
the Offering, and then only if the Participant has not already had the maximum
permitted amount withheld during the Offering through payroll deductions.


(h)           “Corporate Transaction” means the occurrence, in a single transaction or in a
series of related transactions, of any one or more of the following events:


(i)            the consummation of a sale  or other disposition of all or substantially all, as
determined by the Board in its sole discretion, of the consolidated assets of
the Company and its Subsidiaries;


(ii)           the consummation of a sale or other
disposition of at least ninety percent
(90%) of the outstanding securities of
the Company;


(iii)         the consummation of a merger,
consolidation or similar transaction following which the Company is not the
surviving corporation; or


(iv)          the consummation of a merger,
consolidation or similar transaction following which the Company is the
surviving corporation but the shares of Common Stock outstanding immediately
preceding the merger, consolidation or similar transaction are converted or
exchanged by virtue of the merger, consolidation or similar transaction into
other property, whether in the form of securities, cash or otherwise.


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


(j)            “Eligible Employee”  means an Employee who meets the requirements set forth
in the Offering for eligibility to participate in the Offering, provided that
such Employee also meets the requirements for eligibility to participate set
forth in the Plan.


(k)           “Employee”  means any person, including Officers and Directors,
who is employed for purposes of Section 423(b)(4) of the Code by the Company or
a Related Corporation.  However, service
solely as a Director, or payment of a fee for such services, shall not cause a
Director to be considered an “Employee” for purposes of the Plan.


 

















 


(l)            “Employee Stock Purchase Plan”  means a plan that grants Purchase Rights intended to
be options issued under an “employee stock purchase plan,” as that term is
defined in Section 423(b) of the Code.


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


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


(i)            If the Common Stock is listed on any
established stock exchange including the Nasdaq Global Select Market or the
Nasdaq Global Market, the Fair Market Value of a share of Common Stock shall be
the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange (or the exchange or market with the
greatest volume of trading in the Common Stock) on the date of determination,
as reported in The Wall Street Journal
or such other source as the Board deems reliable.


(ii)           If the Common Stock is listed or traded
on the Nasdaq Capital Market, the Fair Market Value of a share of Common Stock
shall be the mean between the bid and asked prices for the Common Stock on the
date of determination, as reported in The
Wall Street Journal or such other source as the Board deems
reliable.  Unless otherwise provided by
the Board, if there is no closing sales price (or closing bid if no sales were
reported) for the Common Stock on the date of determination, then the Fair
Market Value shall be the mean between the bid and asked prices for the Common
Stock on the last preceding date for which such quotation exists.


(iii)         In the absence of such markets for the
Common Stock, the Fair Market Value shall be determined by the Board in good
faith


(o)           “IPO Date”  means the date of the underwriting agreement between
the Company and the underwriter(s) managing the initial public offering of the
Common Stock, pursuant to which the Common Stock is priced for the initial
public offering.


(p)           “Offering”  means the grant of Purchase Rights to purchase shares
of Common Stock under the Plan to Eligible Employees.


(q)           “Offering Date” means a date selected by the Board for an Offering to
commence.


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


(s)           “Participant”  means an Eligible Employee who holds an outstanding
Purchase Right granted pursuant to the Plan.


(t)            “Plan”  means
this Reliant Technologies, Inc. 2007 Employee Stock Purchase Plan.


 

















 


(u)           “Purchase Date”  means one or more dates during an Offering established
by the Board on which Purchase Rights shall be exercised and as of which
purchases of shares of Common Stock shall be carried out in accordance with
such Offering.


(v)            “Purchase Period” means a period of time specified within an Offering
beginning on the Offering Date or on the next day following a Purchase Date
within an Offering and ending on a Purchase Date.  An Offering may consist of one or more
Purchase Periods.


(w)           “Purchase Right”  means an option to purchase shares of Common Stock
granted pursuant to the Plan.


(x)           “Related Corporation”  means any “parent corporation” or “subsidiary
corporation” of the Company whether now or subsequently established, as those
terms are defined in Sections 424(e) and (f), respectively, of the Code.


(y)           “Securities Act”  means the Securities Act of 1933, as amended.


(z)           “Trading Day”  means any day on which the exchange(s) or market(s) on
which shares of Common Stock are listed, including the Nasdaq Global Select
Market, the Nasdaq Global Market, or the Nasdaq Capital Market, is open for
trading.


 

















RELIANT TECHNOLOGIES, INC.


2007 EMPLOYEE STOCK PURCHASE PLAN


OFFERING DOCUMENT


ADOPTED BY THE BOARD OF
DIRECTORS: AUGUST 9, 2007


In this document, capitalized terms not otherwise defined shall have
the same definitions of such terms as in the Reliant Technologies, Inc. 2007 Employee Stock Purchase Plan.


1.             GRANT;
OFFERING DATE.


(a)           The Board hereby authorizes a series of
Offerings pursuant to the terms of this Offering document.


(b)           The first Offering hereunder (the “Initial Offering”)
shall begin on the date the Common Stock is first offered to the public under a
registration statement declared effective under the Securities Act and shall end
on November 15, 2008, unless terminated earlier as provided below.  The Initial Offering shall consist of two (2)
Purchase Periods, with the first Purchase Period ending on May 15, 2008.


(c)           After the Initial Offering commences, an
Offering shall begin on November 16th each year beginning in 2008 over the term
of the Plan and shall be approximately six (6) months in duration.  Each Offering shall consist of two (2)
Purchase Period approximately six (6) months in length ending on or about May
15 and November 15 each year.  Except as
provided below, a Purchase Date is the last day of a Purchase Period or of an
Offering.


(d)           Notwithstanding the foregoing: (i) if any
Offering Date falls on a day that is not a Trading Day, then such Offering Date
shall instead fall on the next subsequent Trading Day, and (ii) if any Purchase
Date falls on a day that is not a Trading Day, then such Purchase Date shall
instead fall on the immediately preceding Trading Day.


(e)           Prior to the commencement of any
Offering, the Board may change any or all terms of such Offering and any
subsequent Offerings.  The granting of
Purchase Rights pursuant to each Offering hereunder shall occur on each
respective Offering Date unless prior to such date (i) the Board
determines that such Offering shall not occur, or (ii) no shares of Common
Stock remain available for issuance under the Plan in connection with the
Offering.


(f)            If the Company’s accountants advise the
Company that the accounting treatment of purchases under the Plan is such that
the Company determines is detrimental to its best interests, then the Board
may, in its sole discretion, terminate each Offering hereunder that is then
ongoing as of the next Purchase Date (after the purchase of stock on such
Purchase Date) under such Offering.


 

















 


2.             ELIGIBLE
EMPLOYEES.


(a)           Each Eligible Employee, who has been an
Employee for a continuous period of at least five (5) days ending on the
Offering Date of an Offering hereunder and is either (i) an employee of the
Company; (ii) an employee of a Related Corporation incorporated in the United
States; or (iii) an employee of a Related Corporation that is not incorporated
in the United States, provided that the Board has designated the employees of
such Related Corporation as eligible to participate in the Offering, shall be
granted a Purchase Right on the Offering Date of such Offering.


(b)           Each person who, during the course of the
first Purchase Period under the Offering, first becomes an Eligible Employee
shall, on the first day of the second Purchase Period, receive a Purchase Right
under that Offering, which Purchase Right shall thereafter be deemed to be a
part of that Offering, provided, however, that such Eligible Employee submits
the necessary enrollment paperwork required by the Company on or before such
date.  Such Purchase Right shall have the
same characteristics as any Purchase Rights originally granted under that
Offering, as described herein, except that:


(i)            the date on which such Purchase Right is
granted shall be the “Offering Date” of such Purchase Right for all purposes,
including determination of the exercise price of such Purchase Right; and


(ii)           the period of the Offering with respect
to such Purchase Right shall begin on its Offering Date and end coincident with
the end of such Offering.


(c)           Notwithstanding the foregoing, the
following Employees shall not be Eligible Employees or be granted
Purchase Rights under an Offering:


(i)            Employees whose customary employment is
twenty (20) hours per week or less or five (5) months per calendar year or
less;


(ii)           five percent (5%) stockholders (including
ownership through unexercised and/or unvested stock options) as described in
Section 6(c) of the Plan; or


(iii)         Employees in jurisdictions outside of the
United States if, as of the Offering Date of the Offering, the grant of such
Purchase Rights would not be in compliance with the applicable laws of any
jurisdiction in which the Employee resides or is employed.


3.             PURCHASE
RIGHTS.


(a)           Subject to the limitations herein and in
the Plan, a Participant’s Purchase Right shall permit the purchase of the
number of shares of Common Stock purchasable with up to fifteen percent (15%) of such Participant’s Earnings paid during
the period of such Offering beginning immediately after such Participant first
commences participation; provided, however,
that no Participant may have more than fifteen
percent (15%) of such Participant’s Earnings applied to purchase shares
of Common Stock under all ongoing Offerings under the Plan and all other plans
of the Company and Related Corporations that are intended to qualify as
Employee Stock Purchase Plans.


 

















 


(b)           For Offerings hereunder, “Earnings” means the
base compensation paid to a Participant, including all salary, wages (including
amounts elected to be deferred by such Participant, that would otherwise have
been paid, under any cash or deferred arrangement or other deferred
compensation program established by the Company or a Related Corporation), but
excluding all overtime pay, commissions, bonuses, and other remuneration paid
directly to such Participant, profit sharing, the cost of employee benefits
paid for by the Company or a Related Corporation, education or tuition
reimbursements, imputed income arising under any Company or Related Corporation
group insurance or benefit program, traveling expenses, business and moving
expense reimbursements, income received in connection with stock options,
contributions made by the Company or a Related Corporation under any employee
benefit plan, and similar items of compensation.


(c)           Notwithstanding the foregoing, the
maximum number of shares of Common Stock that a Participant may purchase on any
Purchase Date in an Offering shall be such number of shares as has a Fair
Market Value (determined as of the Offering Date for such Offering) equal to
(x) $25,000 multiplied by the number of calendar years in which the Purchase
Right under such Offering has been outstanding at any time, minus (y) the Fair
Market Value of any other shares of Common Stock (determined as of the relevant
Offering Date with respect to such shares) that, for purposes of the limitation
of Section 423(b)(8) of the Code, are attributed to any of such calendar years
in which the Purchase Right is outstanding. The amount in clause (y) of the
previous sentence shall be determined in accordance with regulations applicable
under Section 423(b)(8) of the Code based on (i) the number of shares
previously purchased with respect to such calendar years pursuant to such
Offering or any other Offering under the Plan, or pursuant to any other Company
or Related Corporation plans intended to qualify as Employee Stock Purchase
Plans, and (ii) the number of shares subject to other Purchase Rights
outstanding on the Offering Date for such Offering pursuant to the Plan or any
other such Company or Related Corporation Employee Stock Purchase Plan.


(d)           The maximum aggregate number of shares of
Common Stock available to be purchased by all Participants under an Offering
shall be the number of shares of Common Stock remaining available under the
Plan on the Offering Date.  If the
aggregate purchase of shares of Common Stock upon exercise of Purchase Rights
granted under the Offering would exceed the maximum aggregate number of shares
available, the Board shall make a uniform and equitable allocation of the
shares available.  Any Contributions not
applied to the purchase of available shares of Common Stock shall be refunded
to the Participants without interest.


(e)           Notwithstanding the foregoing, the
maximum number of shares of Common Stock that may be purchased on any single
Purchase Date by any one Eligible Employee under all ongoing Offerings shall
not exceed 1,250 shares.  In addition,
the maximum number of shares of Common Stock that may be purchased on any
single Purchase Date by all Eligible Employees under all ongoing Offerings
shall not exceed 750,000(3) shares.  If
the aggregate number of shares of Common Stock to be purchased upon the
exercise of all outstanding Purchase Rights on a single Purchase Date would
exceed such aggregate limit, the Board shall make a uniform and equitable
allocation of the shares available.  Any
Contributions not applied to the purchase of available shares of Common Stock
shall be refunded to the Participants without interest.






(3) Pre-IPO, pre-split shares


 

















 


4.             PURCHASE
PRICE.


The purchase price of
shares of Common Stock under the Offering shall be the lesser of: (i)
eighty-five percent (85%) of the Fair Market Value of such shares of Common
Stock on the Offering Date, or (ii) eighty-five percent (85%) of the Fair
Market Value of such shares of Common Stock on the applicable Purchase
Date.  For the Initial Offering, the Fair
Market Value of the shares of Common Stock at the time when the Offering
commences shall be the price per share at which shares are first sold to the
public in the Company’s initial public offering as specified in the final
prospectus for that initial public offering.


5.             PARTICIPATION.


(a)           An Eligible Employee may elect to
participate in an Offering on the Offering Date. An Eligible Employee may
enroll in only one Offering at a time. 
An Eligible Employee shall elect his or her payroll deduction percentage
on such enrollment form as the Company provides. The completed enrollment form
must be delivered to the Company at least five (5) days prior to the date
participation is to be effective, unless a later time for filing the enrollment
form is set by the Company for all Eligible Employees with respect to a given
Offering. Payroll deduction percentages must be expressed in whole percentages
of Earnings, with a minimum percentage of one percent (1%) and a maximum
percentage of fifteen percent (15%).  Except as provided in Section 5(e), a
Participant may participate only by way of payroll deductions.


(b)           A Participant may not increase his or her
participation level during a Purchase Period but may increase his or her participation level for a subsequent Purchase
Period.  In addition, a
Participant may decrease (including a decrease to zero percent (0%)) his or her
participation level no more than twice during a Purchase Period (and the second decrease in participation level
must be to zero percent (0%)). Any such change in participation level shall be
made by delivering a notice to the Company or a designated Related Corporation
in such form as the Company provides prior to the ten (10) day period (or such
shorter period of time as determined by the Company and communicated to
Participants) immediately preceding the payroll date for which it is to be
effective.  A Participant may increase his or her participation level
effective in a subsequent Purchase Period. 
Any Participant who has not increased his or her payroll deduction level
from zero percent (0%) to at least one percent (1%) by the time proscribed
before the start of a new Offering shall be deemed to have withdrawn from the
Plan effective as of the Offering Date of that new Offering.


(c)           A Participant may withdraw from an
Offering and receive a refund of his or her Contributions (reduced to the
extent, if any, such Contributions have been used to acquire shares of Common
Stock for the Participant on any prior Purchase Date) without interest, at any
time prior to the end of the Offering, excluding only each ten (10) day period
immediately preceding a Purchase Date (or such shorter period of time
determined by the Company and communicated to Participants), by delivering a
withdrawal notice to the Company or a designated Related Corporation in such
form as the Company provides.  A
Participant who has withdrawn from an Offering shall not again participate in
such Offering, but may participate in subsequent Offerings under the Plan in
accordance with the terms of the Plan and the terms of such subsequent
Offerings.


 

















 


(d)           Notwithstanding the foregoing or any
other provision of this Offering document or of the Plan to the contrary,
neither the enrollment of any Eligible Employee in the Plan nor any forms
relating to participation in the Plan shall be given effect until such time as
a registration statement covering the shares reserved under the Plan that are
subject to the Offering has been filed by the Company and has become effective.


(e)           If the provisions of Section 5(d) are
applicable, the Company shall establish such procedures as will enable the
purposes of the Plan to be satisfied while complying with applicable securities
laws.  Such procedures may include, for
example, allowing Participants to participate other than by means of payroll
deduction and/or allowing Participants to increase their level of participation
during a Purchase Period.  Except as
otherwise provided by the Company pursuant to the preceding sentence, for the
Initial Offering ending November 15, 2008, no payroll deductions shall be
required from the Eligible Employee until such time as the Eligible Employee
affirmatively elects to commence such payroll deductions following the Eligible
Employee’s receipt of the Securities Act prospectus for the Plan.  Each Eligible Employee shall automatically be
enrolled in the Initial Offering with a contribution rate equal to fifteen percent (15%) of Earnings and
will have a limited opportunity to make all or part of the contributions in a
lump sum payment prior to the end of the Purchase Period for the Initial
Offering rather than through payroll deductions.  To the extent that the Eligible Employee’s
payroll deductions for such initial Purchase Period are less than fifteen percent (15%) of Earnings paid
to the Eligible Employee during the Initial Offering, the Eligible Employee may
make an additional cash payment at any time on or prior to the ten (10) day
period immediately preceding the end of the Purchase Period for the Initial
Offering in order to fund the purchase of shares of Common Stock purchased on
behalf of the Eligible Employee on such initial Purchase Date.


6.             PURCHASES.


Subject to the
limitations contained herein, on each Purchase Date, each Participant’s
Contributions (without any increase for interest) shall be applied to the
purchase of whole shares, up to the maximum number of shares permitted under
the Plan and the Offering.


7.             NOTICES
AND AGREEMENTS.


Any notices or agreements
provided for in an Offering or the Plan shall be given in writing, in a form
provided by the Company (including documents delivered in electronic form, if
authorized by the Committee), and unless specifically provided for in the Plan
or this Offering, shall be deemed effectively given upon receipt or, in the
case of notices and agreements delivered by the Company, five (5) days
after deposit in the United States mail, postage prepaid.


8.             EXERCISE
CONTINGENT ON STOCKHOLDER APPROVAL.


The Purchase Rights
granted under an Offering are subject to the approval of the Plan by the
stockholders of the Company as required for the Plan to obtain treatment as an
Employee Stock Purchase Plan.


 

















 


9.             OFFERING
SUBJECT TO PLAN.


Each Offering is subject
to all the provisions of the Plan, and the provisions of the Plan are hereby
made a part of the Offering.  The
Offering is further subject to all interpretations, amendments, rules and
regulations which may from time to time be promulgated and adopted pursuant to
the Plan.  In the event of any conflict
between the provisions of an Offering and those of the Plan (including
interpretations, amendments, rules and regulations which may from time to time
be promulgated and adopted pursuant to the Plan), the provisions of the Plan
shall control.


*  * 
*  *