TLC Vision, like many companies that relied heavily on stock options to motivate employees, has a morale problem. Its shares are worth about 13 cents, and its employees’ options are exercisable at an average price of $4.09. All of the options are underwater, meaning that they’re essentially worthless. So TLC has joined a growing list of companies that want to cancel their old options and issue new ones at a lower price. It says in a proxy statement:

We believe the exchange program will enable us to enhance long-term shareholder value by allowing us to retain experienced and productive employees, by improving the morale of our employees generally, and by aligning the interests of our employees more fully with the interests of our shareholders.

I wonder about that last part. Shareholders, as I pointed out in a recent column, have no way to cancel their own losses. Regardless, TLC is asking them to approve the options exchange. The company’s top executives would not be eligible for the swap.

TLC Vision is a Canadian laser-surgery company with its U.S. headquarters in Chesterfield, Mo. At least two other St. Louis area companies, Savvis and Stereotaxis, also want to replace worthless stock options.

TLC’s proxy statement also discloses that James Wachtman, who resigned April 23 as chief executive, got $461,806 in total compensation last year. Most of that was his salary of $440,000. He and other top executives got no bonuses last year.

TLC lost $98 million in 2008, and its shares have lost 90 percent of their value in the past year.