Candela Corp Watch

from S-8 16 pages Candela Corporation Second Amended and Restated 1998 Stock Plan October 5, 2005

from S-8 ~10 pages 1. Purpose. the Purpose of the Candela Corporation 1998 Stock Plan (The "Plan") Is to Encourage Employees of Candela Corporation (The "Company") and of Any Present or Future Parent or Subsidiary of the Company (Collectively, "Related Corporations") and Other Individuals Who Render Services to the Company or a Related Corporation, by Providing Opportunities to Participate in the Ownership of the Company and Its Future Growth Through (A) the Grant of Options Which Qualify as "Incentive Stock Options" ("Isos") Under Section 422(b) of the Internal Revenue Code of 1986, as Amended (The "Code"); (B) the Grant of Options Which Do Not Qualify as Isos ("Non-Qualified Options"); (C) Awards of Stock in the Company ("Awards"); and (D) Opportunities to Make Direct Purchases of Stock in the Company ("Purchases"). Both Isos and Non-Qualified Options Are Referred to Hereafter Individually as an "Option" and Collectively as "Options." Options, Awards and Authorizations to Make Purchases Are Referred to Hereafter Collectively as "Stock Rights." as Used Herein, the Terms "Parent" and "Subsidiary" Mean "Parent Corporation" and "Subsidiary Corporation," Respectively, as Those Terms Are Defined in Section 424 of the Code. 2. Administration of the Plan

from S-8 ~10 pages Indenture or similar

from 8-K ~10 pages Indenture or similar

from 8-K 1 page Indenture or similar

from S-8 ~5 pages Non-Qualified Stock Option Agreement

from S-8 1 page Candela Copr. Resolutions of the Board of Director

from S-8 ~10 pages Candela Corporation 1998 Stock Plan

from 10-K/A ~10 pages Form of Amendment No. 2 to the Rights Agreement

from 10-K/A 1 page Certificate of Amendment

from 8-K ~10 pages First Amendment to Rights Agreement

from 8-K 1 page <page> Certificate of Amendment Pursuant to Section 26 of the Rights Agreement Dated as of September 4, 1992 (The "Rights Agreement") Between Candela Corporation (The "Company") and the First National Bank of Boston, as Rights Agent (The "Rights Agent"), the Company Hereby Certifies That the First Amendment to the Rights Agreement, Attached as Exhibit 1 Hereto, Is in Compliance With Said Section 26. Dated as of March 25, 1996. Candela Corporation By: /S/ Gerard E. Puorro Name: Gerard E. Puorro Title: President and Chief Executive Officer