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Intuitive Surgical, Inc. Form S-8
Table of Contents

As filed with the Securities and Exchange Commission on July 21, 2003

Registration No. 333-           

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

INTUITIVE SURGICAL, INC.

(Exact Name of Registrant as Specified in Its Charter)
     
Delaware   77-0416458
(State of Incorporation)   (I.R.S. Employer Identification No.)

950 Kifer Road
Sunnyvale, California 94086
(Address of Principal Executive Offices including Zip Code)

COMPUTER MOTION, INC. TANDEM STOCK OPTION PLAN
COMPUTER MOTION, INC. 1997 STOCK INCENTIVE PLAN

(Full Title of the Plan)

     
David M. Shaw   Copy to:
Vice President, Legal Affairs and   Alan C. Mendelson, Esq
Corporate Counsel   Latham & Watkins LLP
Intuitive Surgical, Inc.   135 Commonwealth Drive
950 Kifer Road   Menlo Park, California 94025
Sunnyvale, California 94086   (650) 328-4600
(408) 523-2100    

(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code for Agent for Service)

CALCULATION OF REGISTRATION FEE

                                   
              Proposed   Maximum        
      Amount   Maximum   Amount of   Amount of
      to be   Offering Price   Aggregate   Registration
Title of Securities to be Registered   Registered(1)   Per Share   Offering Price   Fee
 
 
 
 
 
Common Stock, $0.001 par value
     1,500,000 (2)   $ 13.58 (3)   $ 20,370,000 (3)   $ 1,648  
   
     
     
     
 

(1)   This registration statement shall also cover any additional shares of common stock which become issuable under the Computer Motion, Inc. Tandem Stock Option Plan and 1997 Stock Incentive Plan (together, the “Plans”), by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of outstanding shares of the registrant’s common stock.
 
(2)   Represents 1,500,000 shares subject to options outstanding under the Plans, which options were assumed by the registrant in connection with the acquisition of Computer Motion, Inc. by Intuitive Surgical, Inc. on June 30, 2003.
 
(3)   Estimated for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act. The price of $13.58 per share represents the weighted average exercise price for such outstanding options.

Proposed sales to take place as soon after the effective date of the registration statement
as options granted under the Plans are exercised.

 

TABLE OF CONTENTS

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Item 4. Description of Securities.
Item 5. Interests of Named Experts and Counsel.
Item 6. Indemnification of Directors and Officers.
Item 7. Exemption from Registration Claimed.
Item 8. Exhibits.
Item 9. Undertakings.
SIGNATURES
INDEX TO EXHIBITS
EXHIBIT 4.1
EXHIBIT 4.2
EXHIBIT 5.1
EXHIBIT 23.2

Table of Contents

EXPLANATORY NOTE

     On June 30, 2003, we acquired Computer Motion, Inc. In connection with the acquisition, we assumed all of the options then outstanding under Computer Motion, Inc.’s Tandem Stock Option Plan and 1997 Stock Incentive Plan (together, the “Plans”), which options became exercisable for shares of our common stock. We have prepared this registration statement in accordance with the requirements of Form S-8 under the Securities Act to register shares of common stock issuable pursuant to the Plans.

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     We will send or give the documents containing the information specified in Part I of Form S-8 to employees as specified by the Securities and Exchange Commission Rule 428(b)(1) under the Securities Act. We do not need to file these documents with the Commission either as a part of the registration statement or as prospectuses or prospectus supplements under Rule 424 of the Securities Act.

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The following documents which we filed with the Commission are incorporated by reference into this registration statement:

       (a) Our Annual Report on Form 10-K/A for the fiscal year ended December 31, 2002 filed on May 30, 2003;

       (b) Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 filed on May 15, 2003;

       (c) Our Current Report on Form 8-K filed on March 7, 2003, Item 5 of our Current Report on Form 8-K filed on April 24, 2003 and our Current Report on Form 8-K filed on July 15, 2003;

       (d) The description of Common Stock contained in our registration statement on Form 8-A (File No. 000-30713) filed with the Commission on May 26, 2000, pursuant to Section 12 of the Exchange Act, including any subsequent amendment or report filed for the purpose of amending such description; and

       (e) In addition, all documents which we file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this registration statement from the date of the filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this registration statement to the extent that a statement contained in this registration statement, or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this registration statement, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

 

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Item 4. Description of Securities.

     Not Applicable.

Item 5. Interests of Named Experts and Counsel.

     Not Applicable.

Item 6. Indemnification of Directors and Officers.

     Our Amended and Restated Certificate of Incorporation provides that to the fullest extent permitted by the Delaware General Corporation Law, our directors shall not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director. Under current Delaware law, liability of a director may not be limited (i) for any breach of the director’s duty of loyalty to us or our stockholders, (ii) for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) in respect of certain unlawful dividend payments or stock redemptions or repurchases and (iv) for any transaction from which the director derives an improper personal benefit. The effect of the provision of our Amended and Restated Certificate of Incorporation is to eliminate our rights and the rights of our stockholders (through stockholders’ derivative suits on our behalf) to recover monetary damages against a director for breach of the fiduciary duty of care as a director (including breaches resulting from negligent or grossly negligent behavior) except in the situations described in clauses (i) through (iv) above. This provision does not limit or eliminate our rights or the rights of any of our stockholders to seek nonmonetary relief such as an injunction or rescission in the event of a breach of a directors duty of care. In addition, our Amended and Restated Certificate of Incorporation provides that we shall indemnify to the fullest extent permitted by law our directors, officers and employees and persons serving at any other enterprise as a director, officer or employee at our request against losses incurred by any such person by reason of the fact that such person was acting in such capacity.

     In addition, we have entered into agreements with certain of our directors and officers pursuant to which we have agreed to indemnify such persons against expenses (including attorneys’ fees), judgments, fines and certain amounts paid in settlement actually and reasonably incurred by such indemnified person if such person is or was a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such indemnified person is or was our director, officer, employee or agent, or a director, officer, employee or agent of any of our subsidiaries, due to any action or inaction on the part of the indemnified person while an officer or director, or because the indemnified person is or was serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, so long as such indemnified person acted in good faith and in a manner reasonably believed to be in or not opposed to our best interests and, with respect to any criminal action or proceeding, if such indemnified person had no reasonable cause to believe his or her conduct was unlawful. The agreements also provide that such indemnified persons will be entitled to an advance of expenses to meet the obligations indemnified against as set forth above.

Item 7. Exemption from Registration Claimed.

     Not applicable.

Item 8. Exhibits.

     The following are the exhibits required by Item 601 of Regulation S-K:

     
Exhibit    
Number    
   
4.1   Computer Motion, Inc. Tandem Stock Option Plan.
4.2   Computer Motion, Inc. 1997 Stock Incentive Plan.
5.1   Opinion of Latham & Watkins LLP.
23.1   Consent of Latham & Watkins LLP (included in Exhibit 5.1).
23.2   Consent of Ernst & Young LLP, Independent Auditors.
24.1   Power of Attorney (included on signature page of this registration statement).

 

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Item 9. Undertakings.

     (a)  The undersigned registrant hereby undertakes:

          (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

          (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

     (b)  The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (c)  Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Sunnyvale, State of California, on this 21st day of July, 2003.

         
    Intuitive Surgical, Inc.
         
    By:   /s/ Lonnie M. Smith
       
        Lonnie M. Smith
        Chief Executive Officer

POWER OF ATTORNEY

     Each person whose signature appears below constitutes and appoints Lonnie M. Smith and Susan K. Barnes, and each or any of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

         
Signature   Title   Date
 
 
         
/s/ LONNIE M. SMITH
Lonnie M. Smith		   President, Chief Executive
Officer and Director
(Principal Executive Officer) 		  July 21, 2003
         
/s/ SUSAN K. BARNES
Susan K. Barnes		   Senior Vice President, Chief
Financial Officer and
Assistant Secretary
(Principal Financial and
Accounting Officer) 		  July 21, 2003
         
 
Robert W. Duggan		   Director   July 21, 2003
         
/s/ SCOTT S. HALSTED
Scott S. Halsted		   Director   July 21, 2003
         
 
Eric H. Halvorson		   Director   July 21, 2003
         
/s/ RUSSELL C. HIRSCH
Russell C. Hirsch, M.D., Ph.D.		   Director   July 21, 2003
         
/s/ RICHARD J. KRAMER
Richard J. Kramer		   Director   July 21, 2003
         
 
James A. Lawrence		   Director   July 21, 2003
         
/s/ ALAN J. LEVY
Alan J. Levy, Ph.D.		   Director   July 21, 2003
         
/s/ FREDERIC H. MOLL
Frederic H. Moll, M.D.		   Vice President, Medical
Director and Director 		  July 21, 2003

 

Table of Contents

INDEX TO EXHIBITS

     
Exhibit    
Number    
   
4.1   Computer Motion, Inc. Tandem Stock Option Plan.
4.2   Computer Motion, Inc. 1997 Stock Incentive Plan.
5.1   Opinion of Latham & Watkins LLP.
23.1   Consent of Latham & Watkins LLP (included in Exhibit 5.1).
23.2   Consent of Ernst & Young LLP, Independent Auditors.
24.1   Power of Attorney (included on signature page of this registration statement).

  


                                                                     EXHIBIT 4.1



                              COMPUTER MOTION, INC.
                            TANDEM STOCK OPTION PLAN

         THIS TANDEM STOCK OPTION PLAN (the "Plan") is adopted by COMPUTER
MOTION, INC., A CALIFORNIA CORPORATION (the "Company"), with reference to the
following facts:

                                    RECITALS:
                                    ---------

         A. The Company desires to issue shares of its common stock to certain
employees, consultants and independent contractors (the "Recipients") in order
to reward those Recipients for their contributions to the growth and profits of
the Company.

         B. To accomplish that goal, the Company is adopting this Plan to
establish the terms and conditions on which the Company shall issue to such
Recipients options to acquire the Company's common stock.

                                      PLAN:
                                      -----

         NOW, THEREFORE, the Company hereby adopts the following Plan:

1.       DEFINITIONS
         -----------

         The following terms shall have the meanings indicated below:

         1.1 "BOARD" means the Board of Directors of the Company.

         1.2 "CODE" means the Internal Revenue Code of 1986, as amended.

         1.3 "EMPLOYMENT TERMINATION DATE" means the date on which a Recipient
ceases to be employed by the Company for any reason.

         1.4 "EXERCISE DATE" means the date on which the Recipient delivers to
the Company a written notice that such Recipient elects to exercise an Option
with respect to some or all of the Shares of Stock subject to that Option.

         1.5 "EXPIRATION DATE" means, with respect to each Option, the date
specified by the Board as the last date on which the Option may be exercised.

         1.6 "GRANT DATE" means the date on which the Board grants an Option to
a Recipient pursuant to this Plan.

         1.7 "INCENTIVE OPTION" means an Option which satisfies the requirements
of Code Section 422.

         1.8 "NONQUALIFIED OPTION" means an Option which is not an Incentive
Option.

         1.9 "OPTION" means an option granted under this Plan to a Recipient
which entitles the Recipient to acquire Shares.


         1.10 "OPTION TERM" means the period of time which commences on the
Grant Date and ends on the earlier of the Expiration Date or the date which is
thirty (30) days after the Recipient's Employment Termination Date, during which
the Recipient may exercise an Option granted to the Recipient pursuant to this
Plan.

         1.11 "RECIPIENT" means an employee, consultant or independent
contractor of the Company to whom an Option is granted pursuant to this Plan.

         1.12 "SHARES" means the shares of common stock of the Company.

         1.13 "VESTED PERCENTAGE" means, with respect to each Option, the
portion of the Option in which the Recipient has become vested, as determined
under Section 4.3.2, below.

         1.14 "VESTED SHARES" means, with respect to each Option the number of
Shares determined by multiplying (a) the total number of Shares subject to the
Option, times (b) the Recipient's Vested Percentage.

2.       COVERED OPTIONS
         ---------------

         2.1 TYPES OF OPTIONS. The Company may grant to Recipients either
Incentive Options or Nonqualified Options. Unless the Board of Directors
designates an Option as an Incentive Option at the time the Option is granted to
the Recipient, the Option shall be a Nonqualified Option.

         2.2 APPLICATION OF PLAN. Except as otherwise expressly provided in this
Plan, all the provisions of this Plan relate equally to both Incentive Options
and Nonqualified Options.

3.       RESERVATION OF SHARES
         ---------------------

         3.1 NUMBER OF SHARES RESERVED. The Company shall establish a Stock
Option Reserve ("Stock Option Reserve") to which it shall credit Three Million
(3,000,000) Shares of its authorized and unissued stock.

         3.2 ISSUANCE OF OPTIONS. The Company may not grant an Option to acquire
Shares unless there are credited to the Stock Option Reserve, immediately prior
to the grant of the Option, the number of Shares to which the Option is to
apply. If an Option is granted for a number of Shares which exceeds the number
of Shares then credited to the Stock Option Reserve, then the Option shall be
effective only with respect to the number of Shares then credited to the Stock
Option Reserve.

         3.3 ADJUSTMENT TO RESERVE. So long as this Plan is in effect, the
Company shall not issue any of the Shares credited to the Stock Option Reserve,
except pursuant to the exercise of Options granted under this Plan.

                  3.3.1 STOCK SPLIT, ETC. If the Company effects a subdivision
or consolidation of Shares or any other capital readjustment, the payment of a
stock dividend, a stock split or reverse stock split, or any other increase or
decrease in the number of the outstanding Shares without receiving compensation
therefor in money, services, or property, then the number of Shares then
credited to the Stock Option Reserve shall:

                           A. In the event of an increase in the number of
outstanding Shares, be proportionately increased;



                                      -2-


                           B. In the event of a decrease in the number of
outstanding Shares, be proportionately decreased.

                  3.3.2 GRANT AND EXERCISE OF OPTIONS. The number of Shares
credited to the Stock Option Reserve shall be (a) reduced by the number of
Shares for which Options are granted under this Plan and (b) increased, upon the
expiration or sooner termination of an Option, by the number of Shares which
were subject to that Option but for which the Option was not exercised.

4.       GRANT OF OPTIONS
         ----------------

         4.1 ELIGIBLE INDIVIDUALS. The Company may grant:

                  4.1.1 INCENTIVE OPTIONS. Incentive Options only to employees
of the Company; provided, a person who is a member of the Board of Directors of
the Company shall be eligible to receive an Incentive Option only if that person
also is an employee of the Company.

                  4.1.2 NONQUALIFIED OPTIONS. Nonqualified Options to any
employee, independent contractor or consultant of the Company.

         4.2 DISCRETIONARY TERMS. Subject to Section 4.3, below, the Board in
its discretion shall determine with respect to each Option granted under this
Plan:

                  4.2.1 RECIPIENTS. Those Recipients, if any, to whom Options
shall be granted under this Plan.

                  4.2.2 NUMBER OF SHARES. The number of Shares subject to the
Option;

                  4.2.3 PRICE. The purchase price per Share subject to each
Option; provided, if the Option is an Incentive Option, then:

                           A. The purchase price per Share shall be equal to the
fair market value of each such Share as of the Grant Date, as determined by the
Board in good faith; and

                           B. If the Recipient directly or indirectly owns stock
of the Company possessing more than ten percent (10%) of the total voting power
of all classes of stock of the Company or any parent corporation or subsidiary
of the Company, then (1) the purchase price for the Shares subject to the Option
shall be equal to or greater than one hundred ten percent (110%) of the fair
market value of such Shares as of the Grant Date, and (2) the Option Term for
such Option may not exceed five (5) years.

                  4.2.4 OTHER MATTERS.  Whether:

                           A. To impose on each Option terms and conditions
which are in addition to, or different from, those imposed on other Options; and

                           B. To require as a condition to the receipt of an
Option that the Recipient surrender any Options then held by the Recipient to
purchase Shares, whether pursuant to options previously granted to the Recipient
under an employee stock option plan or pursuant to any other option, warrant or
other right then held by the Recipient.




                                      -3-


         4.3 MANDATORY TERMS. Each Option granted pursuant to this Plan shall be
subject to the following terms and conditions:

                  4.3.1 VESTED SHARES. A Recipient may exercise an Option at any
time only with respect to the number of Vested Shares under the Option.

                  4.3.2 VESTING. Unless a different schedule has been prescribed
by the Board at the time an Option is granted, an Option shall vest at a rate of
five percent (5%) per calendar quarter.

                  4.3.3 ASSIGNMENTS. No Option granted under this Plan may be
assigned or transferred, except by will or the laws of descent and distribution,
and during the life of the Recipient no Option shall be exercisable by any
person other than the Recipient.

                  4.3.4 LIMITS ON INCENTIVE OPTIONS. With respect to Incentive
Options only:

                           A. No Incentive Option granted under this Plan may be
exercised unless the Recipient to whom such Option was granted was an employee
of the Company (or a successor thereto pursuant to a transaction described in
Section 424 of the Code) at all times during the period beginning on the Grant
Date and ending no more than three (3) months prior to the date on which the
option is exercised (subject to the 30-day period set forth in Section 4.3.7,
below).

                           B. At no time shall the aggregate fair market value
(determined at the time the option is granted) of all Shares with respect to
which Incentive Options (whether they are Options granted under this Plan or are
incentive stock options granted under any other plan sponsored by the Company)
are exercisable for the first time by any employee during any calendar year,
exceed $100,000.

                           C. Each Incentive Option shall expire to the extent
it is not exercised within ten (10) years after the Grant Date.

                  4.3.5 TIME OF EXERCISE. Options may be exercised only once
during any calendar quarter and not more than four times in any calendar year.

                  4.3.6 PARTIAL EXERCISE. If a Recipient exercises an Option as
to some but not all the Shares which are subject to the Option, then the
remaining Shares subject to the Option shall continue to be subject to the
Option and may be purchased upon any subsequent exercise of the Option prior to
the end of the Option Term.

                  4.3.7 TERMINATION OF OPTION. If a Recipient of an Option who
is an employee terminates employment with the Company, then the Option shall
terminate on the earlier of (a) the Expiration Date, or (b) the date which is
thirty (30) days after the Recipient's Employment Termination Date; provided,
prior to termination the Recipient shall be entitled to exercise the Option with
respect to Vested Shares by delivering the Exercise Notice (as defined in
Section 5.1) to the Company prior to termination of the Option.

                  4.3.8 ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the
event that the outstanding shares of common stock of the Company are increased
or decreased or changed into or exchanged for a different number or kind of
shares or other securities of the Company by reason of a recapitalization, stock
split, combination of shares, reclassification, stock dividend or other change
in the capital structure of the Company, then appropriate adjustment shall be
made by the Board to




                                      -4-


the number of Option Shares subject to the unexercised portion of this Option
and to the exercise price per share, in order to preserve, as nearly as
practical, but not to increase, the benefits of the Recipient under this Option.
Any such adjustment made by the Board shall be conclusive.

                  4.3.9 MERGERS, REORGANIZATIONS, ETC. In the event that the
Company at any time proposes to sell substantially all of its assets, merge
into, consolidate with or to enter into any other reorganization in which the
Company is not the surviving corporation, the Company shall cause either (a)
outstanding Options to be assumed by the successor corporation or (b) a new
option covering shares of the successor corporation of comparable value to
outstanding Options, with appropriate adjustments as to the number and kind of
shares and the exercise price, be granted to the Recipients. Upon such
assumption or substitution, the terms of the assumed or substituted Option shall
provide that if Recipient is terminated without cause by the successor
corporation all Options shall become immediately exercisable and remain
exercisable for a period of three (3) months after such termination.

                  4.3.10 RIGHTS AS SHAREHOLDER. No Recipient shall have any
rights as a shareholder of the Company with respect to any Share subject to an
Option until after (a) the Recipient has exercised the Option, and (b) there is
issued to the Recipient a stock certificate evidencing ownership of such share.
No adjustments shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.

                  4.3.11 LISTING AND REGISTRATION. If at any time the Board
determines, in its discretion, that the listing, registration or qualification
of Options granted pursuant to the Plan, or the Shares to be sold and issued
upon exercise of such Options, upon any securities exchange or under any state
or federal law, or the consent or approval of any governmental regulatory body,
is necessary or desirable as a condition to or in connection with the granting
of Options pursuant to the Plan, or the sale of Shares upon the exercise of such
Options, then no further Options may be granted or Shares sold unless such
listing, registration, qualification, consent or approval shall have been
obtained free of any conditions not acceptable to the Board. The Board may cause
the Company, at its expense, to take any action related to the Plan which may be
required in connection with such listing, registration, qualification, consent
or approval.

                  4.3.12 STOCK OPTION AGREEMENT. Options granted under this Plan
shall be evidenced by a written Stock Option Agreement, substantially in the
form attached as Exhibit A to this Plan (in the case of Incentive Options), or
by a written Nonqualified Stock Option Agreement substantially in the form
attached as Exhibit B to this Plan (in the case of Nonqualified Options), and in
each case containing such additional terms and conditions consistent with the
provisions of the Plan as are imposed by the Board and which, in the opinion of
the Board, are necessary or desirable for the protection of the Company.

         4.4 NOTICE. The Board shall give written notice of any Option granted
under this Plan to the Recipient and to the Company within ten (10) days after
the Grant Date. Each such notice shall specify (a) the number of shares subject
to the Option, (b) the type of Option (Incentive or Nonqualified), (c) the
purchase price for Shares under the Option, (d) the Option Term and (e) the
times at which the Option may be exercised.






                                      -5-


5.       ISSUANCE OF SHARES
         ------------------

         5.1 NOTICE OF EXERCISE. To the extent that an Option may be exercised
with respect to Vested Shares under Section 4, above, such Option shall be
exercised only by the Recipient delivering to the Company a written notice (the
"Exercise Notice") stating the number of Shares with respect to which the Option
is being exercised.

         5.2 CLOSING. The closing of the purchase and sale of Shares pursuant to
the exercise of an Option shall occur at the offices of the Company on a
mutually agreeable date not more than thirty (30) days after the date on which
the Exercise Notice is delivered to the Company pursuant to Section 5.1, above
(or, if later, the third business day after the date on which the condition
specified in Section 5.2.1, below, is satisfied).

                  5.2.1 CONDITION PRECEDENT. The obligations of the parties at
the closing shall be subject to the Company's obtaining any permits,
qualifications or other consents that may be required under state or federal
securities laws in connection with the issuance of the Shares.

                  5.2.2    DELIVERIES AT CLOSING.  At the closing:

                           A.       The Recipient shall deliver:

                                    (1) The purchase price for the Shares being
purchased, either in cash or by certified or cashier's check or money order or,
in the discretion of the Company, a number of Shares having a fair market value
as of the date of the closing (as determined by the Board in good faith) equal
to the purchase price due the Company.

                                    (2) An executed Stock Transfer Agreement
pursuant to Section 6, below;

                                    (3) An executed Investment Letter, in
substantially the form set forth as Exhibit C to this Plan; and

                                    (4) Such other documents and instruments as
the Company reasonably may request to effect the closing in compliance with this
Plan and applicable law.

                           B.       The Company shall deliver:

                                    (1) One or more stock certificates
evidencing the Shares being purchased by the Recipient; and

                                    (2) An executed Stock Transfer Agreement
pursuant to Section 6, below.

         5.3 LEGEND. All certificates evidencing Shares purchased pursuant to
exercise of an Option shall be imprinted with such legends, if any, as may be
necessary to comply with applicable federal and State securities laws, and also
bear a legend in substantially the following form:




                                      -6-


                  THE SHARES OF STOCK EVIDENCED BY THIS CERTIFICATE ARE SUBJECT
         TO THE TERMS OF THAT CERTAIN STOCK TRANSFER AGREEMENT BETWEEN THE
         COMPANY AND (RECIPIENT) DATED ____________, 19___, A COPY OF WHICH IS
         AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY.

         5.4 FAILURE TO COMPLETE PURCHASE. If, upon tender and delivery by the
Company at the closing of the stock certificates required pursuant to Section
5.2, above, the Recipient fails to accept delivery of and to pay for all or any
part of the number of Shares specified in the Exercise Notice, then the Board,
in its discretion, may terminate the Recipient's right to exercise the Option
with respect to such undelivered shares and any other Shares subject to the
Option.

         5.5 FULLY PAID SHARES. All Shares issued upon the exercise of Options
granted under this Plan shall be fully paid and nonassessable shares.

6.       RESTRICTIONS ON SHARE TRANSFER
         ------------------------------

         6.1 GRANT OF RIGHTS. With respect to all Shares purchased pursuant to
the exercise of an Option (the "Option Shares"), the Company shall have:

                  6.1.1 FIRST REFUSAL. A right of first refusal to purchase the
Option Shares prior to any sale, encumbrance, or other transfer, whether
voluntarily or by operation of law, other than a transfer to a revocable inter
vivos trust of which the Recipient is the trustor, trustee, and beneficiary, as
further described in Section 6.2, below; and

                  6.1.2 REPURCHASE OPTION. The right and option (the "Repurchase
Option"), but not the obligation, to purchase such Option Shares upon (a) the
termination of the Recipient's employment or other service engagement with the
Company for any reason, and (b) the death of the Recipient, as further described
in Section 6.3, below.

         6.2 FIRST REFUSAL RIGHTS. Prior to any transfer of any Option Shares,
the Recipient shall deliver to the Company a written notice (the "Transfer
Notice") describing (a) the name and address of the proposed transferee; (b) the
proposed purchase price; (c) the number of Option Shares to be sold or
transferred; and (d) the other terms and conditions of the transfer. Such
Transfer Notice shall be treated as an offer by the Recipient to sell the Option
Shares to the Company at the same price, and on the same other terms, as in the
proposed transfer described in the Transfer Notice.

                  6.2.1 EXERCISE. If the Company wishes to purchase the Option
Shares, then the Company shall deliver to the Recipient, within thirty (30) days
after receiving the Transfer Notice, a written acceptance of the offer. The
closing of the sale of the Option Shares to the Company thereafter shall occur,
at the offices of the Company, within thirty (30) days after the Company accepts
the Recipient's offer.

                  6.2.2 FAILURE TO EXERCISE. If the Company fails to deliver to
the Recipient within such 30-day period a written acceptance of the Recipient's
offer, then the Recipient may proceed with the proposed transfer to the proposed
transferee, and on the same terms and conditions, described in the Transfer
Notice. If such transfer fails to close within 60 days after the end of such
30-day period, then the Recipient shall be obligated to offer the Option Shares
to the Company





                                      -7-


pursuant to this Section 6.2 prior to transferring those Shares to the proposed
transferee or any other person.

         6.3 REPURCHASE OPTION. If a Recipient dies or the Recipient's
employment or other service engagement with the Company is terminated for any
other reason, then during the 90-day period after the occurrence of such event
(the "Marketing Period"), the Recipient shall have the opportunity to sell or
attempt to sell, to any purchaser at whatever price the Recipient is able to
negotiate, any Option Shares then owned by the Recipient. Any such sale or
attempted sale of those Option Shares shall be subject to the right of first
refusal described in Sections 6.1.1 and 6.2, above.

                  6.3.1 OPTION EXERCISE. If, during the Marketing Period, the
Recipient:

                           A. Delivers to the Company a Transfer Notice pursuant
to Section 6.2, above, describing a bona fide offer to purchase the Option
shares described in the notice, then the sale of such Option Shares shall be
governed by that Section. If the Company declines to exercise its right of first
refusal and the sale to the proposed transferee fails to close within the 60-day
period described in Section 6.2.2, above, then the Company thereafter shall be
entitled to exercise its Repurchase Option with respect to such Option Shares by
delivering to the Recipient, within 180 days after the end of such 60-day
period, a written notice of its election to exercise of that option (the
"Exercise Notice").

                           B. Fails to deliver to the Company a Transfer Notice
regarding a bona fide offer to purchase any Option Shares then held by the
Recipient, then the Company may exercise the Repurchase Option with respect to
those Option Shares by delivering an Exercise Notice to the Recipient within one
hundred eighty (180) days after the end of the Marketing Period.

                  6.3.2 CLOSING. The closing of the sale of the Option Shares to
the Company pursuant to the exercise of the Repurchase Option shall occur at the
offices of the Company on a mutually acceptable date within thirty (30) days
after delivery of the Exercise Notice.

                  6.3.3 PRICE. The purchase price for each of the Option Shares
shall be determined in accordance with this Section 6.3.3.

                           A. If the Shares:

                                    (1) Are then traded on an established
securities market, then the purchase price per Share shall be the closing bid
price per share of the Company's Stock quoted on the second business day prior
to the date of the closing; or

                                    (2) Are not then traded on an established
securities market, then the purchase price per Share shall be the greater of (a)
the net book value of such Shares as of the last day of the last calendar month
preceding the date of the closing, or (b) an amount determined by multiplying
ten (10) times the Company's earnings per Share during the twelve-month period
ending on the last day of the last full calendar month immediately preceding the
date of the closing.

                           B. The net book value per Share shall be determined,
by the Company's independent certified public accountant, by (1) first
allocating the book value of the Company to all of its outstanding capital stock
in such manner as that accountant deems appropriate, and (2) then dividing that
portion of such net book value allocable to all the Shares, by the number of
Shares outstanding on the last day of the last full calendar month preceding the
closing. The Company's net





                                      -8-


book value shall be the excess of the amount of the Company's total assets over
the amount of the Company's total liabilities.

                           C. The Company's earnings per Share shall be
determined, by the Company's independent certified public accountant, by (1)
allocating the Company's earnings for the 12-month period described in Section
6.3.3.A(2)(b), above, to all the Company's outstanding capital stock in such
manner as that accountant deems appropriate, and (2) then dividing that portion
of such earnings allocable to all the Shares, by the number of Shares
outstanding on the last day of the 12-month period described in Section
6.3.3A(2)(b).

                           D. All such determinations shall be made in
accordance with generally accepted accounting principles applied on a basis
consistent with those previously applied by the Company.

         6.4 STOCK TRANSFER AGREEMENT. Concurrently with a Recipient's purchase
of Shares pursuant to the exercise of an Option, the Recipient and the Company
shall execute a Stock Transfer Agreement in substantially the form set forth at
Exhibit D, evidencing the right of first refusal and Repurchase Option described
in this Section 6.

7.       TERM AND AMENDMENT OF PLAN
         --------------------------

         7.1 TERM. Unless sooner terminated pursuant to Section 7.2, below, this
Plan shall have a term of ten (10) years and shall expire on the tenth (10th)
anniversary of (a) the date of its adoption by the Board, or (b) the date of its
approval by the shareholders of the Company, whichever first occurs.

         7.2 AMENDMENT AND TERMINATION. The Board in its sole and absolute
discretion may amend, suspend or terminate the Plan in whole or in part at any
time, but no such amendment, suspension or termination shall adversely affect
the rights or obligations of Recipients with respect to Options granted prior to
the date of any such amendment, suspension or termination; provided,
notwithstanding the foregoing, the shareholders shall be required to approve any
amendment which has the effect of (a) increasing the number of shares subject to
the Plan or (b) changing the designation of the class of employees eligible to
receive options under the Plan.

8.       MISCELLANEOUS
         -------------

         8.1 APPROVAL OF SHAREHOLDERS. This Plan shall be effective only if it
is approved by the shareholders of the Company within the period beginning
twelve (12) months before and ending within twelve (12) months after the date of
its adoption by the Board. Options may be granted under this Plan prior to the
date of its approval by the Company's shareholders, but no such Option may be
exercised until this Plan has been so approved by the shareholders. Upon such
approval, Options previously granted under this Plan shall be given effect
retroactive to their Grant Date.

         8.2 USE OF PROCEEDS. The proceeds from the sale of Shares pursuant to
Options granted under this Plan shall constitute general funds of the Company.

         8.3 NO RIGHT TO ALLOCATION. No person shall be entitled to receive an
Option under this Plan and no person shall have authority to enter into an
agreement for the granting of an Option or to make any representation or
warranty with respect thereto. No Options shall be earmarked for the





                                      -9-


account of a Recipient nor shall a Recipient have any rights with respect to
such Options until such Options have been issued in accordance with the
provisions of this Plan.

         8.4 NO EMPLOYMENT RIGHTS. Neither the adoption of this Plan, nor any
action taken by the Board under the Plan, nor any provision of the Plan, shall
be construed as giving to any person the right to be retained in the employ of
the Company.

         8.5 NOTICES. All notices permitted or required by this Plan shall be in
writing and shall be deemed to be delivered and received (a) when personally
delivered, or (b) on the day on which telecopied, or (c) on the third (3rd)
business day after the day on which deposited in the United States mail,
first-class-certified mail, postage prepaid, transmitted or addressed to the
person for whom intended, at the telecopy number or address appearing on the
records of the Company, or such other telecopy number or address, notice of
which is given in the manner contemplated by this Section 8.5.

         8.6 GOVERNING LAW. The Plan shall be governed by the Internal Revenue
Code of 1986, as amended, and by the laws of the State of California.

         8.7 EFFECTIVE DATE. The effective date of this Plan shall be March 1,
1993.

EXHIBITS
- --------

A        Stock Option Agreement (Incentive Options)

B        Stock Option Agreement (Nonqualified Options)

C        Form of Investment Letter

D        Stock Purchase Agreement




                                      -10-



                                                                     EXHIBIT 4.2

                              COMPUTER MOTION, INC.

                            1997 STOCK INCENTIVE PLAN


         This 1997 STOCK INCENTIVE PLAN (the "Plan") is hereby established by
Computer Motion, Inc., a California corporation (the "Company"), and adopted by
its Board of Directors as of the ____ day of April, 1997 (the "Effective Date").


                                   ARTICLE 1.

                              PURPOSES OF THE PLAN

         1.1 PURPOSES. The purposes of the Plan are (a) to enhance the Company's
ability to attract and retain the services of qualified employees, officers and
directors (including non-employee officers and directors), and consultants and
other service providers upon whose judgment, initiative and efforts the
successful conduct and development of the Company's business largely depends,
and (b) to provide additional incentives to such persons or entities to devote
their utmost effort and skill to the advancement and betterment of the Company,
by providing them an opportunity to participate in the ownership of the Company
and thereby have an interest in the success and increased value of the Company.

                                   ARTICLE 2.

                                   DEFINITIONS

         For purposes of this Plan, the following terms shall have the meanings
indicated:

         2.1 ADMINISTRATOR. "Administrator" means the Board or, if the Board
delegates responsibility for any matter to the Committee, the term Administrator
shall mean the Committee.

         2.2 AFFILIATED COMPANY. "Affiliated Company" means any "parent
corporation" or "subsidiary corporation" of the Company, whether now existing or
hereafter created or acquired, as those terms are defined in Sections 424(e) and
424(f) of the Code, respectively.

         2.3 BOARD. "Board" means the Board of Directors of the Company.

         2.4 CHANGE IN CONTROL. "Change in Control" shall mean (i) the
acquisition, directly or indirectly, by any person or group (within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) of the
beneficial ownership of securities of the Company possessing more than fifty
percent (50%) of the total combined voting power of all outstanding securities
of the Company; (ii) a merger or consolidation in which the Company is not the
surviving entity, except for a transaction in which the holders of the
outstanding voting securities of the Company immediately prior to such merger or
consolidation hold, in the aggregate, securities possessing more than fifty
percent (50%) of the total combined voting power of all outstanding voting
securities of the surviving entity immediately after such merger or
consolidation; (iii) a reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty percent (50%) of the
total combined voting power of all outstanding voting securities of the Company
are transferred to or acquired by a person or persons different from the persons
holding






those securities immediately prior to such merger; (iv) the sale, transfer or
other disposition (in one transaction or a series of related transactions) of
all or substantially all of the assets of the Company; or (v) approval by the
shareholders of a plan or proposal for the liquidation or dissolution of the
Company.

         2.5 CODE. "Code" means the Internal Revenue Code of 1986, as amended
from time to time.

         2.6 COMMITTEE. "Committee" means a committee of two or more members of
the Board appointed to administer the Plan, as set forth in Section 7.1 hereof.

         2.7 COMMON STOCK. "Common Stock" means the Common Stock, no par value,
of the Company, subject to adjustment pursuant to Section 4.2 hereof.

         2.8 DISABILITY. "Disability" means permanent and total disability as
defined in Section 22(e)(3) of the Code. The Administrator's determination of a
Disability or the absence thereof shall be conclusive and binding on all
interested parties.

         2.9 EFFECTIVE DATE. "Effective Date" means the date on which the Plan
is adopted by the Board, as set forth on the first page hereof.

         2.10 EXERCISE PRICE. "Exercise Price" means the purchase price per
share of Common Stock payable upon exercise of an Option.

         2.11 FAIR MARKET VALUE. "Fair Market Value" on any given date means the
value of one share of Common Stock, determined as follows:

                  (a) If the Common Stock is then listed or admitted to trading
on a NASDAQ market system or a stock exchange which reports closing sale prices,
the Fair Market Value shall be the closing sale price on the date of valuation
on such NASDAQ market system or principal stock exchange on which the Common
Stock is then listed or admitted to trading, or, if no closing sale price is
quoted on such day, then the Fair Market Value shall be the closing sale price
of the Common Stock on such NASDAQ market system or such exchange on the next
preceding day for which a closing sale price is reported.

                  (b) If the Common Stock is not then listed or admitted to
trading on a NASDAQ market system or a stock exchange which reports closing sale
prices, the Fair Market Value shall be the average of the closing bid and asked
prices of the Common Stock in the over-the-counter market on the date of
valuation.

                  (c) If neither (a) nor (b) is applicable as of the date of
valuation, then the Fair Market Value shall be determined by the Administrator
in good faith using any reasonable method of valuation, which determination
shall be conclusive and binding on all interested parties.

         2.12 INCENTIVE OPTION. "Incentive Option" means any Option designated
and qualified as an "incentive stock option" as defined in Section 422 of the
Code.

         2.13 INCENTIVE OPTION AGREEMENT. "Incentive Option Agreement" means an
Option Agreement with respect to an Incentive Option.



                                       2



         2.14 NASD DEALER. "NASD Dealer" means a broker-dealer that is a member
of the National Association of Securities Dealers, Inc.

         2.15 NONQUALIFIED OPTION. "Nonqualified Option" means any Option that
is not an Incentive Option. To the extent that any Option designated as an
Incentive Option fails in whole or in part to qualify as an Incentive Option,
including, without limitation, for failure to meet the limitations applicable to
a 10% Shareholder or because it exceeds the annual limit provided for in Section
5.6 below, it shall to that extent constitute a Nonqualified Option.

         2.16 NONQUALIFIED OPTION AGREEMENT. "Nonqualified Option Agreement"
means an Option Agreement with respect to a Nonqualified Option.

         2.17 OFFEREE. "Offeree" means a Participant to whom a Right to Purchase
has been offered or who has acquired Restricted Stock under the Plan.

         2.18 OPTION. "Option" means any option to purchase Common Stock granted
pursuant to the Plan.

         2.19 OPTION AGREEMENT. "Option Agreement" means the written agreement
entered into between the Company and the Optionee with respect to an Option
granted under the Plan.

         2.20 OPTIONEE. "Optionee" means a Participant who holds an Option.

         2.21 PARTICIPANT. "Participant" means an individual or entity who holds
an Option, a Right to Purchase or Restricted Stock under the Plan.

         2.22 PURCHASE PRICE. "Purchase Price" means the purchase price per
share of Restricted Stock payable upon acceptance of a Right to Purchase.

         2.23 RESTRICTED STOCK. "Restricted Stock" means shares of Common Stock
issued pursuant to Article 6 hereof, subject to any restrictions and conditions
as are established pursuant to such Article 6.

         2.24 RIGHT TO PURCHASE. "Right to Purchase" means a right to purchase
Restricted Stock granted to an Offeree pursuant to Article 6 hereof.

         2.25 SERVICE PROVIDER. "Service Provider" means a consultant or other
person or entity who provides services to the Company or an Affiliated Company
and who the Administrator authorizes to become a Participant in the Plan.

         2.26 STOCK PURCHASE AGREEMENT. "Stock Purchase Agreement" means the
written agreement entered into between the Company and the Offeree with respect
to a Right to Purchase offered under the Plan.

         2.27 10% SHAREHOLDER. "10% Shareholder" means a person who, as of a
relevant date, owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or of an
Affiliated Company.



                                       3



                                   ARTICLE 3.

                                   ELIGIBILITY

         3.1 INCENTIVE OPTIONS. Officers and other key employees of the Company
or of an Affiliated Company (including members of the Board if they are
employees of the Company or of an Affiliated Company) are eligible to receive
Incentive Options under the Plan.

         3.2 NONQUALIFIED OPTIONS AND RIGHTS TO PURCHASE. Officers and other key
employees of the Company or of an Affiliated Company, members of the Board
(whether or not employed by the Company or an Affiliated Company), and Service
Providers are eligible to receive Nonqualified Options or Rights to Purchase
under the Plan.

         3.3 LIMITATION ON SHARES. In no event shall any Participant be granted
Options or Rights to Purchase in any one calendar year pursuant to which the
aggregate number of shares of Common Stock that may be acquired thereunder
exceeds 500,000 shares.

                                   ARTICLE 4.

                                   PLAN SHARES

         4.1 SHARES SUBJECT TO THE PLAN. A total of 2,000,000 shares of Common
Stock may be issued under the Plan, subject to adjustment as to the number and
kind of shares pursuant to Section 4.2 hereof. For purposes of this limitation,
in the event that (a) all or any portion of any Option or Right to Purchase
granted or offered under the Plan can no longer under any circumstances be
exercised, or (b) any shares of Common Stock are reacquired by the Company
pursuant to an Incentive Option Agreement, Nonqualified Option Agreement or
Stock Purchase Agreement, the shares of Common Stock allocable to the
unexercised portion of such Option or such Right to Purchase, or the shares so
reacquired, shall again be available for grant or issuance under the Plan.

         4.2 CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of Common Stock are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of a recapitalization, stock split, combination of shares,
reclassification, stock dividend, or other change in the capital structure of
the Company, then appropriate adjustments shall be made by the Administrator to
the aggregate number and kind of shares subject to this Plan, and the number and
kind of shares and the price per share subject to outstanding Option Agreements,
Rights to Purchase and Stock Purchase Agreements in order to preserve, as nearly
as practical, but not to increase, the benefits to Participants.



                                       4


                                   ARTICLE 5.

                                     OPTIONS

         5.1 OPTION AGREEMENT. Each Option granted pursuant to this Plan shall
be evidenced by an Option Agreement which shall specify the number of shares
subject thereto, the Exercise Price per share, and whether the Option is an
Incentive Option or Nonqualified Option. As soon as is practical following the
grant of an Option, an Option Agreement shall be duly executed and delivered by
or on behalf of the Company to the Optionee to whom such Option was granted.
Each Option Agreement shall be in such form and contain such additional terms
and conditions, not inconsistent with the provisions of this Plan, as the
Administrator shall, from time to time, deem desirable, including, without
limitation, the imposition of any rights of first refusal and resale obligations
upon any shares of Common Stock acquired pursuant to an Option Agreement. Each
Option Agreement may be different from each other Option Agreement.

         5.2 EXERCISE PRICE. The Exercise Price per share of Common Stock
covered by each Option shall be determined by the Administrator, subject to the
following: (a) the Exercise Price of an Incentive Option shall not be less than
100% of Fair Market Value on the date the Incentive Option is granted, (b) the
Exercise Price of a Nonqualified Option shall not be less than 85% of Fair
Market Value on the date the Nonqualified Option is granted, and (c) if the
person to whom an Incentive Option is granted is a 10% Shareholder on the date
of grant, the Exercise Price shall not be less than 110% of Fair Market Value on
the date the Option is granted.

         5.3 PAYMENT OF EXERCISE PRICE. Payment of the Exercise Price shall be
made upon exercise of an Option and may be made, in the discretion of the
Administrator, subject to any legal restrictions, by: (a) cash; (b) check; (c)
the surrender of shares of Common Stock owned by the Optionee that have been
held by the Optionee for at least six (6) months, which surrendered shares shall
be valued at Fair Market Value as of the date of such exercise; (d) the
Optionee's promissory note in a form and on terms acceptable to the
Administrator; (e) the cancellation of indebtedness of the Company to the
Optionee; (f) the waiver of compensation due or accrued to the Optionee for
services rendered; (g) provided that a public market for the Common Stock
exists, a "same day sale" commitment from the Optionee and an NASD Dealer
whereby the Optionee irrevocably elects to exercise the Option and to sell a
portion of the shares so purchased to pay for the Exercise Price and whereby the
NASD Dealer irrevocably commits upon receipt of such shares to forward the
Exercise Price directly to the Company; (h) provided that a public market for
the Common Stock exists, a "margin" commitment from the Optionee and an NASD
Dealer whereby the Optionee irrevocably elects to exercise the Option and to
pledge the shares so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the Exercise Price,
and whereby the NASD Dealer irrevocably commits upon receipt of such shares to
forward the Exercise Price directly to the Company; or (i) any combination of
the foregoing methods of payment or any other consideration or method of payment
as shall be permitted by applicable corporate law.

         5.4 TERM AND TERMINATION OF OPTIONS. The term and provisions for
termination of each Option shall be as fixed by the Administrator, but no Option
may be exercisable more than ten (10) years after the date it is granted. An
Incentive Option granted to a person who is a 10% Shareholder on the date of
grant shall not be exercisable more than five (5) years after the date it is
granted.



                                       5



         5.5 VESTING AND EXERCISE OF OPTIONS. Each Option shall vest and become
exercisable in one or more installments at such time or times and subject to
such conditions, including without limitation the achievement of specified
performance goals or objectives, as shall be determined by the Administrator.

         5.6 ANNUAL LIMIT ON INCENTIVE OPTIONS. To the extent required for
"incentive stock option" treatment under Section 422 of the Code, the aggregate
Fair Market Value (determined as of the time of grant) of the Common Stock shall
not, with respect to which Incentive Options granted under this Plan and any
other plan of the Company or any Affiliated Company become exercisable for the
first time by an Optionee during any calendar year, exceed $100,000.

         5.7 NONTRANSFERABILITY OF OPTIONS. No Option shall be assignable or
transferable except by will or the laws of descent and distribution, and during
the life of the Optionee shall be exercisable only by such Optionee; provided,
however, that, in the discretion of the Administrator, any Option may be
assigned or transferred in any manner which an "incentive stock option" is
permitted to be assigned or transferred under the Code.

         5.8 RIGHTS AS SHAREHOLDER. An Optionee or permitted transferee of an
Option shall have no rights or privileges as a shareholder with respect to any
shares covered by an Option until such Option has been duly exercised and
certificates representing shares purchased upon such exercise have been issued
to such person.


                                   ARTICLE 6.

                               RIGHTS TO PURCHASE

         6.1 NATURE OF RIGHT TO PURCHASE. A Right to Purchase granted to an
Offeree entitles the Offeree to purchase, for a Purchase Price determined by the
Administrator, shares of Common Stock subject to such terms, restrictions and
conditions as the Administrator may determine at the time of grant ("Restricted
Stock"). Such conditions may include, but are not limited to, continued
employment or the achievement of specified performance goals or objectives.

         6.2 ACCEPTANCE OF RIGHT TO PURCHASE. An Offeree shall have no rights
with respect to the Restricted Stock subject to a Right to Purchase unless the
Offeree shall have accepted the Right to Purchase within ten (10) days (or such
longer or shorter period as the Administrator may specify) following the grant
of the Right to Purchase by making payment of the full Purchase Price to the
Company in the manner set forth in Section 6.3 hereof and by executing and
delivering to the Company a Stock Purchase Agreement. Each Stock Purchase
Agreement shall be in such form, and shall set forth the Purchase Price and such
other terms, conditions and restrictions of the Restricted Stock, not
inconsistent with the provisions of this Plan, as the Administrator shall, from
time to time, deem desirable. Each Stock Purchase Agreement may be different
from each other Stock Purchase Agreement.

         6.3 PAYMENT OF PURCHASE PRICE. Subject to any legal restrictions,
payment of the Purchase Price upon acceptance of a Right to Purchase Restricted
Stock may be made, in the discretion of the Administrator, by: (a) cash; (b)
check; (c) the surrender of shares of Common Stock owned by the Offeree that
have been held by the Offeree for at least six (6) months, which surrendered
shares shall be valued at Fair Market Value as of the date of such exercise; (d)
the



                                       6



Offeree's promissory note in a form and on terms acceptable to the
Administrator; (e) the cancellation of indebtedness of the Company to the
Offeree; (f) the waiver of compensation due or accrued to the Offeree for
services rendered; or (g) any combination of the foregoing methods of payment or
any other consideration or method of payment as shall be permitted by applicable
corporate law.

         6.4 RIGHTS AS A SHAREHOLDER. Upon complying with the provisions of
Section 6.2 hereof, an Offeree shall have the rights of a shareholder with
respect to the Restricted Stock purchased pursuant to the Right to Purchase,
including voting and dividend rights, subject to the terms, restrictions and
conditions as are set forth in the Stock Purchase Agreement. Unless the
Administrator shall determine otherwise, certificates evidencing shares of
Restricted Stock shall remain in the possession of the Company until such shares
have vested in accordance with the terms of the Stock Purchase Agreement.

         6.5 RESTRICTIONS. Shares of Restricted Stock may not be sold, assigned,
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided in the Stock Purchase Agreement. In the event of
termination of a Participant's employment, service as a director of the Company
or Service Provider status for any reason whatsoever (including death or
disability), the Stock Purchase Agreement may provide, in the discretion of the
Administrator, that the Company shall have the right, exercisable at the
discretion of the Administrator, to repurchase (i) at the original Purchase
Price, any shares of Restricted Stock which have not vested as of the date of
termination, and (ii) at Fair Market Value, any shares of Restricted Stock which
have vested as of such date, on such terms as may be provided in the Stock
Purchase Agreement.

         6.6 VESTING OF RESTRICTED STOCK. The Stock Purchase Agreement shall
specify the date or dates, the performance goals or objectives which must be
achieved, and any other conditions on which the Restricted Stock may vest.

         6.7 DIVIDENDS. If payment for shares of Restricted Stock is made by
promissory note, any cash dividends paid with respect to the Restricted Stock
may be applied, in the discretion of the Administrator, to repayment of such
note.

         6.8 NONASSIGNABILITY OF RIGHTS. No Right to Purchase shall be
assignable or transferable except by will or the laws of descent and
distribution or as otherwise provided by the Administrator.

                                   ARTICLE 7.

                           ADMINISTRATION OF THE PLAN

         7.1 ADMINISTRATOR. Authority to control and manage the operation and
administration of the Plan shall be vested in the Board, which may delegate such
responsibilities in whole or in part to a committee consisting of two (2) or
more members of the Board (the "Committee"). Members of the Committee may be
appointed from time to time by, and shall serve at the pleasure of, the Board.
As used herein, the term "Administrator" means the Board or, with respect to any
matter as to which responsibility has been delegated to the Committee, the term
Administrator shall mean the Committee.



                                       7



         7.2 POWERS OF THE ADMINISTRATOR. In addition to any other powers or
authority conferred upon the Administrator elsewhere in the Plan or by law, the
Administrator shall have full power and authority: (a) to determine the persons
to whom, and the time or times at which, Incentive Options or Nonqualified
Options shall be granted and Rights to Purchase shall be offered, the number of
shares to be represented by each Option and Right to Purchase and the
consideration to be received by the Company upon the exercise thereof; (b) to
interpret the Plan; (c) to create, amend or rescind rules and regulations
relating to the Plan; (d) to determine the terms, conditions and restrictions
contained in, and the form of, Option Agreements and Stock Purchase Agreements;
(e) to determine the identity or capacity of any persons who may be entitled to
exercise a Participant's rights under any Option or Right to Purchase under the
Plan; (f) to correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any Option Agreement or Stock Purchase
Agreement; (g) to accelerate the vesting of any Option or release or waive any
repurchase rights of the Company with respect to Restricted Stock; (h) to extend
the exercise date of any Option or acceptance date of any Right to Purchase; (i)
to provide for rights of first refusal and/or repurchase rights; (j) to amend
outstanding Option Agreements and Stock Purchase Agreements to provide for,
among other things, any change or modification which the Administrator could
have provided for upon the grant of an Option or Right to Purchase or in
furtherance of the powers provided for herein; and (k) to make all other
determinations necessary or advisable for the administration of the Plan, but
only to the extent not contrary to the express provisions of the Plan. Any
action, decision, interpretation or determination made in good faith by the
Administrator in the exercise of its authority conferred upon it under the Plan
shall be final and binding on the Company and all Participants.

         7.3 LIMITATION ON LIABILITY. No employee of the Company or member of
the Board or Committee shall be subject to any liability with respect to duties
under the Plan unless the person acts fraudulently or in bad faith. To the
extent permitted by law, the Company shall indemnify each member of the Board or
Committee, and any employee of the Company with duties under the Plan, who was
or is a party, or is threatened to be made a party, to any threatened, pending
or completed proceeding, whether civil, criminal, administrative or
investigative, by reason of such person's conduct in the performance of duties
under the Plan.

                                   ARTICLE 8.

                                CHANGE IN CONTROL

         8.1 CHANGE IN CONTROL. In order to preserve a Participant's rights with
respect to Options and Rights to Purchase in the event of a Change in Control of
the Company, (i) the vesting of Options or Rights to Purchase shall
automatically accelerate immediately prior to the consummation of such Change in
Control, and (ii) the Administrator in its discretion may, at any time an Option
or Right to Purchase is granted, or at any time thereafter, take one or more of
the following actions: (A) provide for the purchase or exchange of each Option
or Right to Purchase for an amount of cash or other property having a value
equal to the difference, or spread, between (x) the value of the cash or other
property that the Participant would have received pursuant to such Change in
Control transaction in exchange for the shares issuable upon exercise of the
Option or Right to Purchase had the Option or Right to Purchase been exercised
immediately prior to such Change in Control transaction and (y) the Exercise
Price of such Option or the Purchase Price under such Right to Purchase, (B)
adjust the terms of the Options and Rights to Purchase in a manner determined by
the Administrator to reflect the Change in Control, (C) cause the Options and
Rights to Purchase to be assumed, or new rights substituted therefor, by another
entity, through the continuance of the Plan and the assumption of outstanding
Options and Rights to Purchase, or the substitution for such Options and Rights
to Purchase of new options and



                                       8



new rights to purchase of comparable value covering shares of a successor
corporation, with appropriate adjustments as to the number and kind of shares
and Exercise Prices, in which event the Plan and such Options and Rights to
Purchase, or the new options and rights to purchase substituted therefor, shall
continue in the manner and under the terms so provided, or (D) make such other
provision as the Administrator may consider equitable. If the Administrator does
not take any of the forgoing actions, all Options and Rights to Purchase shall
terminate upon the consummation of the Change in Control and the Administrator
shall cause written notice of the proposed transaction to be given to all
Participants not less than fifteen (15) days prior to the anticipated effective
date of the proposed transaction. If the Administrator does not cause the
assumption or substitution as set forth in clause (C) of the preceding sentence,
the time periods relating to the exercise or realization of all outstanding
Options, Rights to Purchase and Restricted Stock shall automatically accelerate
immediately prior to the consummation of such Change in Control. If the
Administrator does cause such assumption or substitution, and a Participant is
subsequently terminated involuntarily and without cause, then the time periods
relating to the exercise or realization of all Options, Rights to Purchase and
Restricted Stock that were held by such Participant at the time of the Change of
Control and which remain unexercised or subject to forfeiture shall
automatically accelerate immediately prior to such termination or resignation.

                                   ARTICLE 9.

                      AMENDMENT AND TERMINATION OF THE PLAN

         9.1 AMENDMENTS. The Board may from time to time alter, amend, suspend
or terminate the Plan in such respects as the Board may deem advisable. No such
alteration, amendment, suspension or termination shall be made which shall
substantially affect or impair the rights of any Participant under an
outstanding Option Agreement or Stock Purchase Agreement without such
Participant's consent. The Board may alter or amend the Plan to comply with
requirements under the Code relating to Incentive Options or other types of
options which give Optionees more favorable tax treatment than that applicable
to Options granted under this Plan as of the date of its adoption. Upon any such
alteration or amendment, any outstanding Option granted hereunder may, if the
Administrator so determines and if permitted by applicable law, be subject to
the more favorable tax treatment afforded to an Optionee pursuant to such terms
and conditions.

         9.2 PLAN TERMINATION. Unless the Plan shall theretofore have been
terminated, the Plan shall terminate on the tenth (10th) anniversary of the
Effective Date and no Options or Rights to Purchase may be granted under the
Plan thereafter, but Option Agreements, Stock Purchase Agreements and Rights to
Purchase then outstanding shall continue in effect in accordance with their
respective terms.

                                   ARTICLE 10.

                                 TAX WITHHOLDING

         10.1 WITHHOLDING. The Company shall have the power to withhold, or
require a Participant to remit to the Company, an amount sufficient to satisfy
any applicable Federal, state, and local tax withholding requirements with
respect to any Options exercised or Restricted Stock issued under the Plan. To
the extent permissible under applicable tax, securities and other laws, the
Administrator may, in its sole discretion and upon such terms and conditions as
it may deem appropriate, permit a Participant to satisfy his or her obligation
to pay any such tax, in whole or in



                                       9



part, up to an amount determined on the basis of the highest marginal tax rate
applicable to such Participant, by (a) directing the Company to apply shares of
Common Stock to which the Participant is entitled as a result of the exercise of
an Option or as a result of the purchase of or lapse of restrictions on
Restricted Stock or (b) delivering to the Company shares of Common Stock owned
by the Participant. The shares of Common Stock so applied or delivered in
satisfaction of the Participant's tax withholding obligation shall be valued at
their Fair Market Value as of the date of measurement of the amount of income
subject to withholding.

                                   ARTICLE 11.

                                  MISCELLANEOUS

         11.1 BENEFITS NOT ALIENABLE. Other than as provided above, benefits
under the Plan may not be assigned or alienated, whether voluntarily or
involuntarily. Any unauthorized attempt at assignment, transfer, pledge or other
disposition shall be without effect.

         11.2 NO ENLARGEMENT OF EMPLOYEE RIGHTS. This Plan is strictly a
voluntary undertaking on the part of the Company and shall not be deemed to
constitute a contract between the Company and any Participant to be
consideration for, or an inducement to, or a condition of, the employment of any
Participant. Nothing contained in the Plan shall be deemed to give the right to
any Participant to be retained as an employee of the Company or any Affiliated
Company or to limit the right of the Company or any Affiliated Company to
discharge any Participant at any time.

         11.3 APPLICATION OF FUNDS. The proceeds received by the Company from
the sale of Common Stock pursuant to Option Agreements and Stock Purchase
Agreements, except as otherwise provided herein, will be used for general
corporate purposes.



                                       10


         2.27 10% SHAREHOLDER. "10% Shareholder" means a person who, as of a
relevant date, owns or is deemed to own (by reason of the attribution rules
applicable under Section 424(d) of the Code) stock possessing more than 10% of
the total combined voting power of all classes of stock of the Company or of an
Affiliated Company.

                                   ARTICLE 3.
                                   ELIGIBILITY

         3.1 INCENTIVE OPTIONS. Officers and other key employees of the Company
or of an Affiliated Company (including members of the Board if they are
employees of the Company or of an Affiliated Company) are eligible to receive
Incentive Options under the Plan.

         3.2 NONQUALIFIED OPTIONS AND RIGHTS TO PURCHASE. Officers and other key
employees of the Company or of an Affiliated Company, members of the Board
(whether or not employed by the Company or an Affiliated Company), and Service
Providers are eligible to receive Nonqualified Options or Rights to Purchase
under the Plan.

         3.3 LIMITATION ON SHARES. In no event shall any Participant be granted
Options or Rights to Purchase in any one calendar year pursuant to which the
aggregate number of shares of Common Stock that may be acquired thereunder
exceeds 500,000 shares.

                                   ARTICLE 4.

                                   PLAN SHARES

         4.1 SHARES SUBJECT TO THE PLAN. A total of 2,000,000 shares of Common
Stock may be issued under the Plan, subject to adjustment as to the number and
kind of shares pursuant to Section 4.2 hereof. For purposes of this limitation,
in the event that (a) all or any portion of any Option or Right to Purchase
granted or offered under the Plan can no longer under any circumstances be
exercised, or (b) any shares of Common Stock are reacquired by the Company
pursuant to an Incentive Option Agreement, Nonqualified Option Agreement or
Stock Purchase Agreement, the shares of Common Stock allocable to the
unexercised portion of such Option or such Right to Purchase, or the shares so
reacquired, shall again be available for grant or issuance under the Plan.

         4.2 CHANGES IN CAPITAL STRUCTURE. In the event that the outstanding
shares of Common Stock are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company by reason of a recapitalization, stock split, combination of shares,
reclassification, stock dividend, or other change in the capital structure of
the Company, then appropriate adjustments shall be made by the Administrator to
the aggregate number and kind of shares subject to this Plan, and the number and
kind of shares and the price per share subject to outstanding Option Agreements,
Rights to Purchase and Stock Purchase Agreements in order to preserve, as nearly
as practical, but not to increase, the benefits to Participants.





                                                                     EXHIBIT 5.1

                          [Latham & Watkins Letterhead]

                                 July 21, 2003

Intuitive Surgical, Inc.
950 Kifer Road
Sunnyvale, California  94086

Ladies and Gentlemen:

      In connection with the registration under the Securities Act of 1933, as
amended, by Intuitive Surgical, Inc., a Delaware corporation (the "Company"), on
Form S - 8 to be filed with the Securities and Exchange Commission on July 21,
2003 (the "Registration Statement") of an aggregate 1,500,000 shares of common
stock, $0.001 par value (the "Shares"), of the Company issuable pursuant to
outstanding options under Computer Motion, Inc.'s Tandem Stock Option Plan and
1997 Stock Incentive Plan (the "Plans"), as assumed by the Company in connection
with the Company's acquisition of Computer Motion, Inc., you have requested our
opinion with respect to the matters set forth below.

      In our capacity as your special counsel in connection with such
registration, we are familiar with the proceedings taken and proposed to be
taken by the Company in connection with the authorization, issuance and sale of
the Shares. In addition, we have made such legal and factual examinations and
inquiries, including an examination of originals or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and instruments as we have deemed necessary or appropriate for purposes of this
opinion.

      In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to authentic original documents of all documents submitted to us as copies.

      We are opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, and we express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or, in the case of Delaware, any other laws, or as to any
matters of municipal law or the laws of any local agencies within any state.

      Subject to the foregoing, it is our opinion that the Shares to be issued
under the Plans have been duly authorized, and upon the issuance and delivery of
the Shares in the manner contemplated by the Plans, and assuming the Company
completes all actions and proceedings required on its part to be taken prior to
the issuance and delivery of the Shares pursuant to the terms of the Plans,
including, without limitation, collection of required payment for the Shares,
the Shares will be validly issued, fully paid and nonassessable.

      We consent to your filing this opinion as an exhibit to the Registration
Statement.

                                              Very truly yours,

                                              /s/ Latham & Watkins LLP



                                                                    EXHIBIT 23.2

         CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



We consent to the incorporation by reference in the Registration Statement on
Form S-8 of Intuitive Surgical, Inc. pertaining to the Computer Motion, Inc.
Tandem Stock Option Plan and the Computer Motion, Inc. 1997 Stock Incentive Plan
of our report dated January 31, 2003 (except for Note 1, as to which the date is
May 5, 2003), with respect to the consolidated financial statements and schedule
of Intuitive Surgical, Inc. included in its Annual Report (Form 10-K/A) for the
year ended December 31, 2002, filed with the Securities and Exchange Commission.

                                                           /s/ Ernst & Young LLP


Palo Alto, California
July 16, 2003