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EXHIBIT 10.26
VIDAMED, INC.
AMENDED AND RESTATED
1992 STOCK PLAN
(as amended effective June 1, 2000)
1 Purposes of the Plan. The purposes of this Stock Plan are to attract and
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retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and
Consultants of the Company and its Subsidiaries and to promote the success
of the Company's business. Options granted under the Plan may be incentive
stock options (as defined under Section 422 of the Code) or non-statutory
stock options, as determined by the Administrator at the time of grant of
an option and subject to the applicable provisions of Section 422 of the
Code, as amended, and the regulations promulgated thereunder.
2 Certain Definitions. As used herein, the following definitions shall
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apply:
a "Administrator" means the Board or any of its Committees appointed
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pursuant to Section 4 of the Plan.
b "Board" means the Board of Directors of the Company.
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c "Code" means the Internal Revenue Code of 1986, as amended.
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d "Committee" means the Committee appointed by the Board of Directors in
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accordance with paragraph (a) of Section 4 of the Plan.
e "Common Stock" means the Common Stock of the Company.
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f "Company" means VidaMed, Inc., a Delaware corporation.
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g "Consultant" means any person, including an advisor, who is engaged by
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the Company or any Parent or Subsidiary to render services and is
compensated for such services, and any director of the Company whether
compensated for such services or not provided that if and in the event
the Company registers any class of any equity security pursuant to the
Exchange Act, the term Consultant shall thereafter not include
directors who are not compensated for their services or are paid only a
director's fee by the Company.
h "Continuous Status as an Employee" means the absence of any
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interruption or termination of the employment relationship by the
Company or any Subsidiary. Continuous Status as an Employee shall not
be considered interrupted in the case of: (i) sick leave; (ii) military
leave; (iii) any other leave of absence approved by the Board, provided
that such leave is for a period of not more than ninety (90) days,
unless reemployment upon the expiration of such leave is guaranteed by
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contract or statute, or unless provided otherwise pursuant to Company
policy adopted from time to time; or (iv) in the case of transfers
between locations of the Company or between the Company, its
Subsidiaries or its successor.
i "Employee" means any person, including officers and directors, employed
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by the Company or any Parent or Subsidiary of the Company. The payment
of a director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.
j "Exchange Act" means the Securities Exchange Act of 1934, as amended.
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k "Fair Market Value" means, as of any date, the value of Common Stock
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determined as follows:
i) If the Common Stock is listed on any established stock exchange
or a national market system including without limitation the
Nasdaq National Market of the National Association of Securities
Dealers, Inc. Automated Quotation ("NASDAQ") System, its Fair
Market Value shall be the closing sales price for such stock (or
the closing bid, if no sales were reported, as quoted on such
system or exchange for the last market trading day prior to the
time of determination) as reported in the Wall Street Journal or
such other source as the Administrator deems reliable;
ii) If the Common Stock is quoted on the NASDAQ System (but not on
the Nasdaq National Market thereof) or regularly quoted by a
recognized securities dealer but selling prices are not
reported, its Fair Market Value shall be the mean between the
high and low asked prices for the Common Stock; or
iii) In the absence of an established market for the Common Stock,
the Fair Market Value thereof shall be determined in good faith
by the Administrator.
l "Incentive Stock Option" means an Option intended to qualify as an
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incentive stock option within the meaning of Section 422 of the Code.
m "Nonstatutory Stock Option" means an Option not intended to qualify as
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an Incentive Stock Option.
n "Option" means a stock option granted pursuant to the Plan.
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o "Optioned Stock" means the Common Stock subject to an Option.
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p "Optionee" means an Employee or Consultant who holds an outstanding
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Option.
q "Parent" means a "parent corporation", whether now or hereafter
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existing, as defined in Section 424(e) of the Code.
r "Plan" means this Vidamed, Inc. 1992 Stock Plan.
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s "Share" means a share of the Common Stock, as adjusted in accordance
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with Section 12 of the Plan.
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t "Subsidiary" means a "subsidiary corporation", whether now or hereafter
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existing, as defined in Section 424(f) of the Code.
3 Stock Subject to the Plan. Subject to the provisions of Section 12 of the
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Plan, the maximum aggregate number of Shares which may be optioned and sold
under the Plan is 6,200,000 Shares. The Shares may be authorized, but
unissued, or reacquired Common Stock.
i) If an Option should expire or become unexercisable for any
reason without having been exercised in full, the unpurchased
Shares which were subject thereto shall, unless the Plan shall
have been terminated, become available for future grant under
the Plan; provided, however, that Shares that have been actually
issued under the Plan upon exercise of an Option shall not be
returned to the Plan and shall not become available for future
distribution under the Plan.
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4 Administration of the Plan.
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a Procedure.
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i) Administration With Respect to Directors and Officers. With
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respect to grants of Options to Employees who are also officers
or directors of the Company subject to Section 16(b) of the
Exchange Act, the Plan shall be administered by (A) the Board if
the Board may administer the Plan in compliance with Rule 16b-3
promulgated under the Exchange Act or any successor thereto
("Rule 16b-3") with respect to a plan intended to qualify
thereunder as a discretionary plan, or (B) a Committee
designated by the Board to administer the Plan, which Committee
shall be constituted in such a manner as to permit the Plan to
comply with Rule 16b-3 with respect to a plan intended to
qualify thereunder as a discretionary plan. Once appointed, such
Committee shall continue to serve in its designated capacity
until otherwise directed by the Board. From time to time the
Board may increase the size of the Committee and appoint
additional members thereof, remove members (with or without
cause) and appoint new members in substitution therefor, fill
vacancies, however caused, and remove all members of the
Committee and thereafter directly administer the Plan, all to
the extent permitted by Rule 16b-3 with respect to a plan
intended to qualify thereunder as a discretionary plan.
ii) Multiple Administrative Bodies. If permitted by Rule 16b-3, the
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Plan may be administered by different bodies with respect to
directors, non-director officers and Employees who are neither
directors nor officers.
iii) Administration With Respect to Consultants and Other Employees.
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With respect to grants of Options to Employees or Consultants
who are neither directors nor officers of the Company, the Plan
shall be administered by (A) the Board or (B) a Committee
designated by the Board, which Committee shall be constituted in
such a manner as to satisfy the legal requirements relating to
the administration of incentive stock option plans, if any, of
California corporate and securities laws and of the Code (the
"Applicable Laws"). Once appointed, such Committee shall
continue to serve in its designated capacity until otherwise
directed by the Board. From time to time the Board may increase
the size of the Committee and appoint additional members
thereof, remove members (with or without cause) and appoint new
members in substitution therefor, fill vacancies, however
caused, and remove all members of the Committee and thereafter
directly administer the Plan, all to the extent permitted by the
Applicable Laws.
b Powers of the Administrator. Subject to the provisions of the Plan and
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in the case of a Committee, the specific duties delegated by the Board
to such Committee, the Administrator shall have the authority, in its
discretion:
i) to determine the Fair Market Value of the Common Stock, in
accordance with Section 2(k) of the Plan;
ii) to select the officers, Consultants and Employees to whom
Options may from time to time be granted hereunder;
iii) to determine whether and to what extent Options are granted
hereunder;
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iv) to determine the number of shares of Common Stock to be covered
by each such award granted hereunder;
v) to approve forms of agreement for use under the Plan;
vi) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder (including,
but not limited to, the share price and any restriction or
limitation or waiver of forfeiture restrictions regarding any
Option or other award and/or the shares of Common Stock relating
thereto, based in each case on such factors as the Administrator
shall determine, in its sole discretion);
vii) to determine whether and under what circumstances an Option may
be settled in cash under subsection 9(f) instead of Common
Stock; and
viii) to reduce the exercise price of any Option to the then current
Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option shall have declined since the date the
Option was granted.
c Effect of Committee's Decision. All decisions, determinations and
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interpretations of the Administrator shall be final and binding on all
Optionees and any other holders of any Options.
5 Eligibility.
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a Nonstatutory Stock Options may be granted to Employees and Consultants.
Incentive Stock Options may be granted only to Employees. An Employee
or Consultant who has been granted an Option may, if he is otherwise
eligible, be granted an additional Option or Options.
b Each Option shall be designated in the written option agreement as
either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designations, to the extent that the
aggregate Fair Market Value of the Shares with respect to which Options
designated as Incentive Stock Options are exercisable for the first
time by any Optionee during any calendar year (under all plans of the
Company or any Parent or Subsidiary) exceeds $100,000, such excess
Options shall be treated as Nonstatutory Stock Options.
c For purposes of Section 5(b), Incentive Stock Options shall be taken
into account in the order in which they were granted, and the Fair
Market Value of the Shares shall be determined as of the time the
Option with respect to such Shares is granted.
d The Plan shall not confer upon any Optionee any right with respect to
continuation of employment or consulting relationship with the Company,
nor shall it interfere in any way with his right or the Company's right
to terminate his employment or consulting relationship at any time,
with or without cause.
6 Term of Plan. The Plan shall become effective upon the earlier to occur of
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its adoption by the Board of Directors or its approval by the stockholders
of the Company as described in Section 18 of the Plan. It shall continue in
effect for a term of ten (10) years unless sooner terminated under Section
14 of the Plan.
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7 Term of Option. The term of each Option shall be the term stated in the
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Option Agreement; provided, however, that in the case of an Incentive Stock
Option, the term shall be no more than ten (10) years from the date of
grant thereof or such shorter term as may be provided in the Option
Agreement. However, in the case of an Option granted to an Optionee who, at
the time the Option is granted, owns stock representing more than ten
percent (10%) of the voting power of all classes of stock of the Company or
any Parent or Subsidiary, the term of the Option shall be five (5) years
from the date of grant thereof or such shorter term as may be provided in
the Option Agreement.
8 Option Exercise Price and Consideration.
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a The per share exercise price for the Shares to be issued pursuant to
exercise of an Option shall be such price as is determined by the
Board, but shall be subject to the following:
i) In the case of an Incentive Stock Option
(1) granted to an Employee who, at the time of the grant of
such Incentive Stock Option, owns stock representing more
than ten percent (10%) of the voting power of all classes
of stock of the Company or any Parent or Subsidiary, the
per Share exercise price shall be no less than 110% of the
Fair Market Value per Share on the date of grant.
(2) granted to any Employee, the per Share exercise price shall
be no less than 100% of the Fair Market Value per Share on
the date of grant.
ii) In the case of a Nonstatutory Stock Option, the per Share
exercise price shall be determined by the Administrator.
b The following limitations shall apply to grants of Options to
Employees:
i) No Employee shall be granted, in any fiscal year of the Company,
Options to purchase more than seventy-five percent (75%) of the
Shares reserved for issuance under the Plan.
ii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as
described in Section 11.
iii) If an Option is canceled in the same fiscal year of the Company
in which it was granted (other than in connection with a
transaction described in Section 11), the canceled Option will
be counted against the limit set forth in Section 8(b)(i). For
this purpose, if the exercise price of an Option is reduced, the
transaction will be treated as a cancellation of the Option and
the grant of a new Option.
c The consideration to be paid for the Shares to be issued upon exercise
of an Option, including the method of payment, shall be determined by
the Administrator (and, in the case of an Incentive Stock Option, shall
be determined at the time of grant) and may consist entirely of (1)
cash, (2) check, (3) other Shares which (x) in the case of Shares
acquired upon exercise of an Option either have been owned by the
Optionee for more than six months on the date of surrender or were not
acquired, directly or indirectly, from the Company, and (y) have a Fair
Market Value on the date of surrender equal to the aggregate exercise
price of the Shares as to which said Option shall be exercised, (4)
delivery of a properly executed exercise notice together with
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irrevocable instructions to a broker to promptly deliver to the Company
the amount of sale or loan proceeds required to pay the exercise price,
(5) any combination of the foregoing methods of payment, or (6) such
other consideration and method of payment for the issuance of Shares to
the extent permitted under Applicable Laws. In making its determination
as to the type of consideration to accept, the Board shall consider if
acceptance of such consideration may be reasonably expected to benefit
the Company (Section 315(b) of the California Corporation law).
9 Exercise of Option.
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a Procedure for Exercise; Rights as a Stockholder. Any Option granted
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hereunder shall be exercisable at such times and under such conditions
as determined by the Board, including performance criteria with respect
to the Company and/or the Optionee, and as shall be permissible under
the terms of the Plan.
(1) An Option may not be exercised for a fraction of a Share.
(2) An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in
accordance with the terms of the Option by the person
entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has
been received by the Company. Full payment may, as
authorized by the Board, consist of any consideration and
method of payment allowable under Section 8(b) of the Plan.
Until the issuance (as evidenced by the appropriate entry
on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate
evidencing such Shares, no right to vote or receive
dividends or any other rights as a stockholder shall exist
with respect to the Optioned Stock, notwithstanding the
exercise of the Option. The Company shall issue (or cause
to be issued) such stock certificate promptly upon exercise
of the Option. No adjustment will be made for a dividend or
other right for which the record date is prior to the date
the stock certificate is issued, except as provided in
Section 11 of the Plan.
(3) Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be
available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option
is exercised.
b Termination of Employment. In the event of termination of an Optionee's
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consulting relationship or Continuous Status as an Employee with the
Company (as the case may be), such Optionee may, but only within three
(3) months (or such other period of time as is determined by the Board,
with such determination in the case of an Incentive Stock Option being
made at the time of grant of the Option and not exceeding three (3)
months after the date of such termination (but in no event later than
the expiration date of the term of such Option as set forth in the
Option Agreement), exercise his Option to the extent that Optionee was
entitled to exercise it at the date of such termination. To the extent
that Optionee was not entitled to exercise the Option at the date of
such termination, or if Optionee does not exercise such Option to the
extent so entitled within the time specified herein, the Option shall
terminate.
c Disability of Optionee. Notwithstanding the provisions of Section 9(b)
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above, in the event of termination of an Optionee's consulting
relationship or Continuous Status as an Employee as a result of his
disability, the Optionee may, but only within twelve (12) months from
the date of such termination (but in no event later than the expiration
date of the term of such Option as set forth in the Option Agreement),
exercise the Option to the extent otherwise entitled to exercise it at
the date of such termination. To the extent that Optionee was not
entitled to exercise the Option at the date of termination, or if
Optionee does not exercise such Option to the extent so
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entitled within the time specified herein, the Option shall terminate,
and the Shares covered by such Option shall revert to the Plan.
d Death of Optionee. In the event of the death of an Optionee, the Option
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may be exercised, at any time within twelve (12) months following the
date of death (but in no event later than the expiration date of the
term of such Option as set forth in the Option Agreement), by the
Optionee's estate or by a person who acquired the right to exercise the
Option by bequest or inheritance, but only to the extent the Optionee
was entitled to exercise the Option at the date of death. To the extent
that Optionee was not entitled to exercise the Option at the date of
termination, or if Optionee does not exercise such Option to the extent
so entitled within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the
Plan.
e Rule 16b-3. Options granted to persons subject to Section 16(b) of the
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Exchange Act must comply with Rule 16b-3 and shall contain such
additional conditions or restrictions as may be required thereunder to
qualify for the maximum exemption from Section 16 of the Exchange Act
with respect to Plan transactions.
f Buyout Provisions. The Administrator may at any time offer to buy out
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for a payment in cash or Shares, an Option previously granted, based on
such terms and conditions as the Administrator shall establish and
communicate to the Optionee at the time that such offer is made;
provided however that the offer to buy out shares that are exercisable
shall be at a price greater than or equal to the Fair Market Value of
such shares and the offer to buy out shares that are not exercisable
shall be at a price greater than or equal to the then exercise price of
the shares subject to the Option.
10 Non-Transferability of Options. An Option may not be sold, pledged,
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assigned, hypothecated, transferred, or disposed of in any manner other
than by will or by the laws of descent or distribution and may be
exercised, during the lifetime of the Optionee, only by the Optionee.
11 Adjustments Upon Changes in Capitalization or Merger.
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a Changes in Capitalization. Subject to any required action by the
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stockholders of the Company, the number of shares of Common Stock
covered by each outstanding Option, and the number of shares of Common
Stock which have been authorized for issuance under the Plan but as to
which no Options have yet been granted or which have been returned to
the Plan upon cancellation or expiration of an Option, as well as the
price per share of Common Stock covered by each such outstanding
Option, shall be proportionately adjusted for any increase or decrease
in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or
reclassification of the Common Stock, or any other increase or decrease
in the number of issued shares of Common Stock effected without receipt
of consideration by the Company; provided, however, that conversion of
any convertible securities of the Company shall not be deemed to have
been "effected without receipt of consideration." Such adjustment shall
be made by the Board, whose determination in that respect shall be
final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number
or price of shares of Common Stock subject to an Option.
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b Dissolution or Liquidation. In the event of the proposed dissolution or
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liquidation of the Company, to the extent that an Option has not been
previously exercised, it will terminate immediately prior to the
consummation of such proposed action. The Board may, in the exercise of
its sole discretion in such instances, declare that any Option shall
terminate as of a date fixed by the Board and give each Optionee the
right to exercise his or her Option as to all or any part of the
Optioned Stock, including Shares as to which the Option would not
otherwise be exercisable.
c Merger or Asset Sale. In the event of a merger of the Company with or
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into another corporation, or the sale of substantially all of the
assets of the Company, each outstanding Option shall be assumed or an
equivalent option or right shall be substituted by the successor
corporation or Parent or Subsidiary of the successor corporation. The
Administrator may, in lieu of such assumption or substitution, provide
for the Optionee to have the right to exercise the Option as to all or
a portion of the Optioned Stock, including Shares as to which it would
not otherwise be exercisable. If the Administrator makes an Option
exercisable in lieu of assumption or substitution in the event of a
merger or sale of assets, the Administrator shall notify the Optionee
that the Option shall be fully exercisable for a period of fifteen (15)
days from the date of such notice, and the Option will terminate upon
the expiration of such period. For the purposes of this paragraph, the
Option shall be considered assumed if, following the merger or sale of
assets, the option or right confers the right to purchase, for each
Share of Optioned Stock subject to the Option immediately prior to the
merger or sale of assets, the consideration (whether stock, cash, or
other securities or property) received in the merger or sale of assets
by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration,
the type of consideration chosen by the holders of a majority of the
outstanding Shares); provided, however, that if such consideration
received in the merger or sale of assets was not solely common stock of
the successor corporation or its Parent, the Administrator may, with
the consent of the successor corporation, provide for the consideration
to be received upon the exercise of the Option, for each Share of
Optioned Stock subject to the Option, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the
per share consideration received by holders of Common Stock in the
merger or sale of assets.
12 Time of Granting Options. The date of grant of an Option shall, for all
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purposes, be the date on which the Administrator makes the determination
granting such Option, or such other date as is determined by the Board.
Notice of the determination shall be given to each Employee or Consultant
to whom an Option is so granted within a reasonable time after the date of
such grant.
13 Amendment and Termination of the Plan.
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a Amendment and Termination. The Board may at any time amend, alter,
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suspend or discontinue the Plan, but no amendment, alteration,
suspension or discontinuation shall be made which would impair the
rights of any Optionee under any grant theretofore made, without his or
her consent. In addition, to the extent necessary and desirable to
comply with Rule 16b-3 under the Exchange Act or with Section 422 of
the Code (or any other applicable law or regulation, including the
requirements of the NASD or an established stock exchange), the Company
shall obtain stockholder approval of any Plan amendment in such a
manner and to such a degree as required.
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b Effect of Amendment or Termination. Any such amendment or termination
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of the Plan shall not affect Options already granted and such Options
shall remain in full force and effect as if this Plan had not been
amended or terminated, unless mutually agreed otherwise between the
Optionee and the Board, which agreement must be in writing and signed
by the Optionee and the Company.
14 Conditions Upon Issuance of Shares. Shares shall not be issued pursuant to
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the exercise of an Option unless the exercise of such Option and the
issuance and delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the Securities
Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of any stock exchange or
quotation system upon which the Shares may then be listed or quoted, and
shall be further subject to the approval of counsel for the Company with
respect to such compliance.
i) As a condition to the exercise of an Option, the Company may
require the person exercising such Option to represent and
warrant at the time of any such exercise that the Shares are
being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion
of counsel for the Company, such a representation is required by
any of the aforementioned relevant provisions of law.
15 Reservation of Shares. The Company, during the term of this Plan, will at
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all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan.
i) The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed
by the Company's counsel to be necessary to the lawful issuance
and sale of any Shares hereunder, shall relieve the Company of
any liability in respect of the failure to issue or sell such
Shares as to which such requisite authority shall not have been
obtained.
ii) If the Optioned Stock covered by an Option exceeds, as of the
date of grant, the number of Shares which may be issued under
the Plan without additional stockholder approval, such Option
shall be void with respect to such excess Optioned Stock, unless
stockholder approval of an amendment sufficiently increasing the
number of Shares subject to the Plan is timely obtained in
accordance with Section 13(a) of the Plan.
16 Agreements. Options shall be evidenced by written agreements in such form
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as the Board shall approve from time to time.
17 Stockholder Approval. Continuance of the Plan shall be subject to approval
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by the stockholders of the Company within twelve (12) months before or
after the date the Plan is adopted. Such stockholder approval shall be
obtained in the degree and manner required under applicable state and
federal law.
18 Financial Reports. The Company shall furnish each Optionee with at least
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such financial statements, reports and other information as the Company
sends or makes available on an annual basis to the holders of its Common
Stock
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