VIDAMED INC
1992 NONSTATUTORY STOCK OPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.17
<SEQUENCE>14
<FILENAME>0014.txt
<DESCRIPTION>1992 NONSTATUTORY STOCK OPTION AGREEMENT
<TEXT>

<PAGE>

                                                                   Exhibit 10.17

                                1992 STOCK PLAN
                      NONSTATUTORY STOCK OPTION AGREEMENT


VidaMed, Inc., a Delaware corporation (the "Company"), hereby grants __________
(the "Optionee") an Option to purchase a total of ________ shares (the "Shares")
of Common Stock, at the price determined as provided herein, and in all respects
subject to the terms, definitions and provisions of the 1992 Stock Plan (the
"Plan") adopted by the Company which is incorporated herein by reference.  The
terms defined in the Plan shall have the same defined meanings herein.

1.  Nature of the Option. If Optionee is an Employee of the Company, this
    --------------------
Option is intended to qualify as A Nonstatutory Stock Option as defined in
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

2.  Exercise Price. The exercise price is ______ for each share of Common
    ---------------
Stock, which price is not less than the fair market value per share of Common
Stock on the date of grant, as determined under the Plan.

3.  Exercise of Option. This Option shall be exercisable during its term in
    -------------------
accordance with the provisions of Section 9 of the Plan as follows:

    (i)  Right to Exercise.
         ------------------

         (a)  Subject to Subsection 3(i)(b) and (c), below, twelve forty-eighths
         (12/48) of the total number of shares subject to this Option shall be
         exercisable twelve (12) months following __________ and an additional
         one forty-eighth (1/48) of the total number of shares subject to this
         Option shall become exercisable at the end of each full month
         thereafter until all of such shares are exercisable. In no event shall
         this Option provide for vesting at a rate of less than 20% per year
         over five years from the date of grant of this option.

         (b)  This Option may not be exercised for a fraction of a Share.

         (c)  In the event of Optionee's death, disability or other termination
         of employment, the exercisability of the Option is governed by Sections
         5, 6 and 7 below.

         (d)  Notwithstanding any provision of Section 3 (i) and (ii) of this
         Agreement to the contrary, the Option shall become fully vested and
         exercisable as to all of the shares subject to the Option on the
         effective date of termination of Optionee's employment by the Company
         other than for cause following a business combination.

         For purposes of this Agreement, "Business Combination" means a
         reorganization or merger as a result of which the holders of the
         company's voting stock prior thereto hold less than 50% of the voting
         stock of the surviving or successor corporation (including

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         any parent corporation) or entity, or sales of all or substantially all
         of the company's assets.

    (ii) Method of Exercise. This Option shall be exercisable by written notice
    which shall state the election to exercise the Option, the number of Shares
    in respect of which the Option is being exercised, and such other
    representations and agreements with respect to such shares of Common Stock
    as may be required by the Company pursuant to the provisions of the Plan.
    Such written notice shall be signed by Optionee and shall be delivered in
    person or by certified mail to the Chief Financial Officer of the Company.
    The written notice shall be accompanied by payment of the exercise price.
    This Option shall be deemed to be exercised upon receipt by the Company of
    such written notice accompanied by the exercise price.

    No Shares will be issued pursuant to the exercise of an Option unless such
    issuance and such exercise shall comply with all relevant provisions of law
    and the requirements of any stock exchange upon which the Shares may then be
    listed. Assuming such compliance, the Shares shall be considered transferred
    to the Optionee on the date on which the Option is exercised with respect to
    such Shares.

4.  Method of Payment. Payment of the purchase price shall be made by cash,
    ------------------
    check or consideration received by the Company under a cashless exercise
    program implemented by the Company in connection with the Plan.

5.  Termination of Status as an Employee or Consultant.  If the Optionee is an
    ---------------------------------------------------
    Employee and ceases to serve as an Employee or if Optionee is a Consultant
    and ceases to serve as a Consultant, then Optionee may, but only within
    ninety (90) days after the date the Optionee ceases to be an Employee or
    Consultant (as the case may be), exercise this Option to the extent that the
    Optionee was entitled to exercise it at the date of such termination. To the
    extent that Optionee was not entitled to exercise this Option at the date of
    such termination, or if the Optionee does not exercise this Option within
    the time specified herein, this Option shall terminate.

6.  Disability of Optionee.  Notwithstanding the provisions of Section 5 above,
    -----------------------
    if Optionee is unable to continue the Optionee's employment or consulting
    relationship with the Company as a result of the Optionee's permanent and
    total disability (as defined in Section 22(e)(3) of the Code), the Optionee
    may, but only within twelve (12) months from the date of termination of
    employment or consulting relationship, exercise this Option to the extent
    the Optionee was entitled to exercise it at the date of such termination. To
    the extent that the Optionee was not entitled to exercise this Option at the
    date of termination, or if the Optionee does not exercise such Option (which
    the Optionee was entitled to exercise) within the time specified herein,
    this Option shall terminate.

7.  Death of Optionee.  In the event of the death of Optionee:
    ------------------

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     (i)   during the term of this Option and while an Employee or Consultant of
     the Company and having been in Continuous Status as an Employee or
     Consultant since the date of grant of this Option, this Option may be
     exercised, at any time within twelve (12) months following the date of
     death, by Optionee's estate or by a person who acquired the right to
     exercise the Option by bequest or inheritance, but only to the extent of
     the right to exercise that would have accrued had Optionee continued living
     and remained in Continuous Status as an Employee or Consultant twelve (12)
     months after the date of death; or

     (ii)  within ninety (90) days after the termination of Optionee's
     Continuous Status as an Employee or Consultant, this Option may be
     exercised, at any time within twelve (12) months following the date of
     death, by Optionee's estate or by a person who acquired the right to
     exercise this Option by bequest or inheritance, but only to the extent of
     the right to exercise that had accrued at the date of termination.

 8.  Non-Transferability of Option. This Option may not be transferred in any
     ------------------------------
     manner otherwise than by will or by the laws of descent or distribution and
     may be exercised during the lifetime of Optionee only by Optionee.  The
     terms of this Option shall be binding upon the executors, administrators,
     heirs, successors and assigns of Optionee.

 9.  Term of Option. Notwithstanding Section 7, this Option may not be exercised
     ---------------
     more than ten (10) years from the date of grant of this Option, and may be
     exercised during such term only in accordance with the Plan and the terms
     of this Option.

10.  Miscellaneous. The recipient of this Option acknowledges that the Company
     --------------
     has no additional obligation to issue or sell securities to the Optionee.


DATE OF GRANT:  _________________


                                    VidaMed, Inc.



                      By:________________________________
                                    John F. Howe
                                    VP Finance & CFO


                                    Page 3
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OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO SECTION
3 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS AN EMPLOYEE OR CONSULTANT AT
THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER).  OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT THIS OPTION, THE COMPANY'S PLAN WHICH IS INCORPORATED HEREIN BY REFERENCE,
THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH
HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT
AS AN EMPLOYEE OR CONSULTANT FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL,
AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTING RELATIONSHIP AT ANY TIME, WITH OR
WITHOUT CAUSE.

Optionee acknowledges that this Stock Option Agreement satisfies all of the
Company's obligations to the Optionee with regard to grants of options
exercisable for shares of the Company's Common Stock.

Optionee acknowledges receipt of a copy of the Plan, a copy of which is annexed
hereto, and represents that Optionee is familiar with the terms and provisions
thereof, and hereby accepts this Option subject to all of the terms and
provisions thereof.  Optionee hereby agrees to accept as binding, conclusive and
final all decisions or interpretations of the Board or of the Committee upon any
questions arising under the Plan.

                              Dated:__________________


                              ---------------------------------------
                              (Signature), Optionee

                              Residence Address:


                              ---------------------------------------

                              ---------------------------------------


                              Social Security Number:

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                                   EXHIBIT A
                                   ---------

                              NOTICE OF EXERCISE
                              ------------------
                                 STOCK OPTION
                                 ------------


TO:    VidaMed, Inc.

FROM:

DATE:

RE:    Exercise of Stock Option

I hereby exercise my option to purchase _______ shares of Common Stock at $_____
per share (total exercise price of $____), effective today's date. This notice
is given in accordance with the terms of my Stock Option Agreement dated ____,
20 __. The option price and vested amount is in accordance with Sections 2 and 3
of the Stock Option Agreement.

Attached is a check payable to _________ for the total exercise price of the
shares being purchased.

Please prepare the stock certificate in the following name(s):

                                    -------------------------------

                                    -------------------------------

If the stock is to be registered in a name other than your name, please so
advise the Company.  The Stock Option agreement requires the Company's approval
for registration in a name other than your name and requires certain agreements
from any joint owner.

Sincerely,


---------------------------------
Signature

---------------------------------
Print or Type Name


Letter and consideration received
on ____________, 20 ___.

By:______________________________

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</DOCUMENT>
