UROPLASTY, INC. AND SUBSIDIARIES
1995 STOCK OPTION PLAN
AS AMENDED DECEMBER 7, 1999
The purpose of this Stock Option Plan (the "Plan") is to promote the interests of UROPLASTY, INC., a
Minnesota Corporation (the "Company"), by providing employees of the Company with an opportunity to
acquire a proprietary interest in the Company and thereby develop a stronger incentive to contribute to the
Company's continued success and growth. In addition, the opportunity to acquire a proprietary interest in the
Company by the offering and availability of stock options will assist the Company in attracting and retaining key
personnel of outstanding ability.
Wherever used in the Plan, the following terms have the meanings set forth below:
2.1 "Board" means the Board of Directors of the Company.
2.2 "Code" means the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated
2.3 "Committee" means the Committee which may be designated from time to time by the Board pursuant to
Section 3.5 of the Plan.
2.4 "Non-Statutory Stock Option" or "NSO" means a stock option to purchase stock that does not qualify as an
incentive stock option as defined in
Section 422 of the Code.
2.5 "Option" means, where required by the context of the Plan, a NSO granted pursuant to the Plan.
2.6 "Optionee" means a Participant in the Plan who has been granted one or more Options under the Plan.
2.7 "Participant" means an individual described in Section 5 of this Plan who may be granted Options under the
2.8 "Stock" means the Common Stock, $.01 par value, of the Company.
2.9 "Subsidiary" means any corporation other than the Company in an unbroken chain of corporations beginning
with the Company if each of the corporations other than the last corporation in the unbroken chain owns 50% or
more of the voting stock in one of the other corporations in such chain.
3.1 The Plan shall be administered