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Exhibit 10.45    
    


 
 

IMMUNICON CORPORATION
  AMENDED AND RESTATED EQUITY COMPENSATION PLAN    
    


        The Board of Directors (the "Board") of Immunicon Corporation (the "Company") desires to amend and restate the Immunicon Corporation Equity Compensation Plan (the
"Plan"), as previously amended and restated and further amended, as set forth herein, effective as of the Effective Date. 



        The
purpose of the Plan is to provide (i) designated employees of the Company and its subsidiaries and eligible affiliates (a "related entity"), (ii) certain consultants
and advisors who perform services for the Company or its related entities, and (iii) non-employee members of the Board with the opportunity to receive grants of incentive stock
options, nonqualified stock options, stock appreciation rights, stock awards and stock units or other equity awards. The Company believes that the Plan will encourage the participants to contribute
materially to the growth of the Company, thereby benefiting the Company's stockholders, and will align the economic interests of the participants with those of the stockholders. 


1. Administration  


        (a)    Committee.    The Plan shall be administered and interpreted by a committee consisting of members of the Board,
which shall be appointed by the Board (the "Committee"). The Committee may consist of two or more persons who are "outside directors" as defined under section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"), and related Treasury regulations and "non-employee directors" as defined under Rule 16b-3 under the Securities Exchange Act of
1934, as amended (the "Exchange Act"). However, the Board may ratify or approve any grants as it deems appropriate, and the Board shall approve and administer all grants made to
Non-Employee Directors. To the extent consistent with Company corporate governance documents and applicable law, the Committee may delegate authority to one or more
subcommittees or officers, as it deems appropriate. To the extent a Board or subcommittee administers the Plan, references in the Plan to the "Committee" shall be deemed to refer to the Board or
subcommittee. 


        (b)    Committee Authority.    Except as provided in section 1(a) and section 3(a), the Committee shall
have the sole authority to (i) determine the individuals to whom grants shall be made under the Plan, (ii) determine the type, size and terms of the grants to be made to each such
individual, (iii) determine the time when the grants will be made and the duration of any applicable exercise or restriction period, including the criteria for exercisability and the
acceleration of exercisability, (iv) amend the terms of any previously issued grant, and (v) deal with any other matters arising under the Plan. Notwithstanding anything herein to the
contrary, the Board shall approve and administer all grants made to Non-Employee Directors. 


        (c)    Committee Determinations.    The Committee shall have full power and authority to administer and interpret the
Plan, to make factual determinations and to adopt or amend such rules, regulations, agreements and instruments for implementing the Plan and for the conduct of its business as it deems necessary or
advisable, in its sole discretion. The Committee's interpretations of the Plan and all determinations made by the Committee pursuant to the powers vested in it hereunder shall be conclusive and
binding on all persons having any interest in the Plan or in any awards granted hereunder. All powers of the Committee shall be executed in its sole discretion, in the best interest of the Company,
not as a fiduciary, and in keeping with the objectives of the Plan and need not be uniform as to similarly situated individuals. 



2. Grants  


        Awards under the Plan may consist of grants of incentive stock options as described in Section 5 ("Incentive Stock Options"), nonqualified stock options as
described in Section 5 ("Nonqualified Stock Options") (Incentive Stock Options and Nonqualified Stock Options are collectively referred to as 





 



"Options"),
stock appreciation rights as described in Section 6 ("Stock Appreciation Rights"), stock awards as described in Section 7 ("Stock Awards"), and stock units as described in
Section 8 (hereinafter collectively referred to as "Grants"). All Grants shall be subject to the terms and conditions set forth herein and to such other terms and conditions consistent with
this Plan as the Committee deems appropriate and as are specified in writing by the Committee to the individual in a grant instrument or an amendment to the grant instrument (the "Grant Instrument").
The Committee shall approve the form and provisions of each Grant Instrument. Grants under a particular Section of the Plan need not be uniform as among the grantees. 


3. Shares Subject to the Plan  


        (a)    Shares Authorized.    Subject to adjustment as described below, the aggregate number of shares of common stock
of the Company ("Company Stock") that may be issued or transferred under the Plan is 3,766,667 shares, which number of shares is inclusive of any shares issued or transferred under the Plan prior to
the Effective Date (the "Share Amount"). During each calendar year during which the Plan is maintained, the Share Limit shall be increased without further action by the Board or the Committee, and
without further approval by the Company's stockholders, in such amount as shall cause the Share Amount to equal 15% of the Company's issued and outstanding shares as of December 31 of the
immediately prior year (on a fully-diluted basis and assuming for such purpose the issuance of all shares issuable pursuant to (i) the exercise of any then outstanding options, warrants or
other rights to purchase shares; and (ii) the Plan (to the extent not already issued or issuable pursuant to outstanding Grants made pursuant thereto); provided, however, (a) the maximum
numbers of shares to be added to the Share Amount in any calendar year shall not exceed 250,000 unless the Board determines that the maximum increase in any calendar year shall be a lesser amount, in
which case the maximum number of shares to be added to the Share Amount in such calendar year shall not exceed such lesser amount; and (b) this provision shall expire and be on no further
effect as of the date that is ten years following the Effective Date, unless the Company's stockholders approve such incremental share allocation. After a Public Offering, the maximum aggregate number
of shares of Company Stock that shall be subject to Grants made under the Plan to any individual during any calendar year shall be 1,000,000 shares, subject to adjustment as described below. The
shares may be authorized but unissued shares of Company Stock or reacquired shares of Company Stock, including shares purchased by the Company on the open market for purposes of the Plan. If, and to
the extent Options granted under the Plan terminate, expire, or are canceled, forfeited, exchanged or surrendered without having been exercised or if any Stock Awards are forfeited, the shares subject
to such Grants shall again be available for purposes of the Plan. If shares of Company Stock are used to pay the exercise price of an Option, only the net number of shares received by the grantee
pursuant to such exercise shall be considered to have been issued or transferred under the Plan with respect to such Option, and the remaining number of shares subject to the Option shall again be
available for purposes of the Plan. To the extent any Grants are paid in cash, those Grants shall not reduce the shares of Company stock available for issuance or transfer under the Plan. 



        (b)    Adjustments.    If there is any change in the number or kind of shares of Company Stock outstanding
(i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation in which the
Company is the surviving corporation, (iii) by reason of a reclassification or change in par value, or (iv) by reason of any other extraordinary or unusual event affecting the
outstanding Company Stock as a class without the Company's receipt of consideration, or if the value of outstanding shares of Company Stock is substantially reduced as a result of a spinoff or the
Company's payment of an extraordinary dividend or distribution, the maximum number of shares of Company Stock available for Grants, the maximum number of shares of Company Stock that any individual
participating in the Plan may be granted in any year, the number of shares covered by outstanding Grants, the kind of shares issued under the Plan, and the price per share of such Grants may be
appropriately adjusted by the Committee to reflect any 


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increase
or decrease in the number of, or change in the kind or value of, issued shares of Company Stock to preclude, to the extent practicable, the enlargement or dilution of rights and benefits
under such Grants; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. Any adjustments determined by the Committee shall be final, binding and conclusive. 


4. Eligibility for Participation  


        (a)    Eligible Persons.    All employees of the Company and its subsidiaries ("Employees"), including Employees who
are officers or members of the Committee, members of the Board who are not Employees ("Non-Employee Directors") and consultants or advisors who perform services for the Company or any of
its related entities ("Key Advisors") shall be eligible to participate in the Plan; provided that no person who owns stock possessing more than ten percent of the total combined voting power or value
of all class of stock of the Company or any parent or subsidiary of the Company shall be eligible to participate in the Plan as a Non-Employee Director. Consultants and advisors who
perform services for the Company or any of its subsidiaries ("Key Advisors") shall be eligible to participate in the Plan if the Key Advisors render bona fide services to the Company or its
subsidiaries, the services are not in connection with the offer and sale of securities in a capital-raising transaction, and the Key Advisors do not directly or indirectly promote or maintain a market
for the Company's securities. 


        (b)    Selection of Grantees.    Except as provided in Section 1(a), the Committee shall select the Employees,
Non-Employee Directors and Key Advisors to receive Grants and shall determine the number of shares of Company Stock subject to a particular Grant in such manner as the Committee
determines. Employees, Key Advisors and Non-Employee Directors who receive Grants under this Plan shall hereinafter be referred to as "Grantees". 



5. Granting of Options  


        (a)    Number of Shares.    The Committee shall determine the number of shares of Company Stock that will be subject
to each Grant of Options to Employees, Non-Employee Directors and Key Advisors. 


        (b)    Type of Option and Price.    




	(i)
	The
Committee may grant Incentive Stock Options that are intended to qualify as "incentive stock options" within the meaning of section 422 of the Code or
Nonqualified Stock Options that are not intended so to qualify or any combination of Incentive Stock Options and Nonqualified Stock Options, all in accordance with the terms and conditions set forth
herein. Incentive Stock Options may be granted only to Employees. Nonqualified Stock Options may be granted to Employees, Non-Employee Directors and Key Advisors.



	(ii)
	The
purchase price (the "Exercise Price") of Company Stock subject to an Option shall be determined by the Committee and shall be equal to or greater than the Fair
Market Value (as defined below) of a share of Company Stock on the date the Option is granted; provided, however, that (x) the Exercise Price of an Incentive Stock Option shall be equal to, or
greater than, the Fair Market Value of a share of Company Stock on the date the Incentive Stock Option is granted, and (y) an Incentive Stock Option may not be granted to an Employee who, at
the time of grant, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or any parent or subsidiary of the Company, unless the Exercise
Price per share is not less than 110% of the Fair Market Value of Company Stock on the date of grant. 




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	(iii)
	If
the Company Stock is publicly traded, then the Fair Market Value per share shall be determined as follows: (x) if the principal trading market for the
Company Stock is a national securities exchange or the Nasdaq National Market, the last reported sale price thereof on the relevant date or (if there were no trades on that date) the latest preceding
date upon which a sale was reported, or (y) if the Company Stock is not principally traded on such exchange or market, the mean between the last reported "bid" and "asked" prices of Company
Stock on the relevant date, as reported on Nasdaq or, if not so reported, as reported by the National Daily Quotation Bureau, Inc. or as reported in a customary financial reporting service, as
applicable and as the Committee determines. If the Company Stock is not publicly traded or, if publicly traded, is not subject to reported transactions or "bid" or "asked" quotations as set forth
above, the Fair Market Value per share shall be as determined by the Committee. 





        (c)    Option Term.    The Committee shall determine the term of each Option. The term of any Option shall not exceed
ten years from the date of grant. However, an Incentive Stock Option that is granted to an Employee who, at the time of grant, owns stock possessing more than ten percent of the total combined voting
power of all classes of stock of the Company, or any parent or subsidiary of the Company, may not have a term that exceeds five years from the date of grant. 


        (d)    Exercisability of Options.    Options shall become exercisable in accordance with such terms and conditions,
consistent with the Plan, as may be determined by the Committee and specified in the Grant Instrument. The Committee may accelerate the exercisability of any or all outstanding Options at any time for
any reason. 


        (e)    Termination of Employment, Disability or Death.    




	(i)
	Except
as provided below, an Option may only be exercised while the Grantee is employed by, or providing service to, the Company as an Employee, Key Advisor or member of
the Committee. In the event that a Grantee ceases to be employed by, or provide service to, the Company for any reason other than Disability, death, or termination for Cause, any Option which is
otherwise exercisable by the Grantee shall terminate unless exercised within 90 days after the date on which the Grantee ceases to be employed by, or provide service to, the Company (or within
such other period of time as may be specified by the Committee), but in any event no later than the date of expiration of the Option term. Except as otherwise provided by the Committee, any of the
Grantee's Options that are not otherwise exercisable as of the date on which the Grantee ceases to be employed by, or provide service to, the Company shall terminate as of such date.



	(ii)
	In
the event the Grantee ceases to be employed by, or provide service to, the Company on account of a termination for Cause by the Company, any Option held by the
Grantee shall terminate as of the date the Grantee ceases to be employed by, or provide service to, the Company. In addition, notwithstanding any other provisions of this Section 5, if the
Committee determines that the Grantee has engaged in conduct that constitutes Cause at any time while the Grantee is employed by, or providing service to, the Company or after the Grantee's
termination of employment or service, any Option held by the Grantee shall immediately terminate, and the Grantee shall automatically forfeit all shares underlying any exercised portion of an Option
for which the Company has not yet delivered the share certificates, upon refund by the Company of the Exercise Price paid by the Grantee for such shares. Upon any exercise of an Option, the Company
may withhold delivery of share certificates pending resolution of an inquiry that could lead to a finding resulting in forfeiture. 




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	(iii)
	In
the event the Grantee ceases to be employed by, or provide service to, the Company because the Grantee has a Disability, any Option which is otherwise exercisable
by the Grantee shall terminate unless exercised within one year after the date on which the Grantee ceases to be employed by, or provide service to, the Company (or within such other period of time as
may be specified by the Committee), but in any event no later than the date of expiration of the Option term. Except as otherwise provided by the Committee, any of the Grantee's Options which are not
otherwise exercisable as of the date on which the Grantee ceases to be employed by, or provide service to, the Company shall terminate as of such date.



	(iv)
	If
the Grantee dies while employed by, or providing service to, the Company or within 90 days after the date on which the Grantee ceases to be employed or
provide service on account of a termination specified in Section 5(e)(i) above (or within such other period of time as may be specified by the Committee), any Option that is otherwise
exercisable by the Grantee shall terminate unless exercised within one year after the date on which the Grantee ceases to be employed by, or provide service to, the Company (or within such other
period of time as may be specified by the Committee), but in any event no later than the date of expiration of the Option term. Except as otherwise provided by the Committee, any of the Grantee's
Options that are not otherwise exercisable as of the date on which the Grantee ceases to be employed by, or provide service to, the Company shall terminate as of such date.



	(v)
	For
purposes of this Section 5(e) and Sections 6, 7 and 8:



	(A)
	The
term "Company" shall mean the Company and its parent and related entities to the extent consistent with applicable laws.



	(B)
	"Employed
by, or provide service to, the Company" shall mean employment or service as an Employee, Key Advisor or member of the Committee (so that, for purposes of exercising Options
and satisfying conditions with respect to Stock Awards, a Grantee shall not be considered to have terminated employment or service until the Grantee ceases to be an Employee, Key Advisor and member of
the Committee), unless the Committee determines otherwise.



	(C)
	"Disability"
shall mean a Grantee's becoming disabled within the meaning of section 22(e)(3) of the Code.



	(D)
	"Cause"
shall mean, except to the extent specified otherwise by the Board and/or Committee, a finding by the Board and/or Committee that the Grantee (i) has breached his or her
employment or service contract with the Company, (ii) has engaged in disloyalty to the Company, including, without limitation, fraud, embezzlement, theft, commission of a felony or proven
dishonesty in the course of his or her employment or service, (iii) has disclosed trade secrets or confidential information of the Company to persons not entitled to receive such information or
(iv) has engaged in such other behavior detrimental to the interests of the Company as the Board and/or Committee determines. 








        (f)    Exercise of Options.    A Grantee may exercise an Option that has become exercisable, in whole or in part, by
delivering a notice of exercise to the Company with payment of the Exercise Price. The Grantee shall pay the Exercise Price for an Option as specified by the Committee (x) in cash,
(y) with the approval of the Committee, by delivering shares of Company Stock owned by the Grantee (including Company Stock acquired in connection with the exercise of an Option, subject to
such restrictions as the Committee deems appropriate) and having a Fair Market Value on the date of exercise equal to the Exercise Price or by attestation (on a form prescribed by the Committee) to 


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ownership
of shares of Company Stock having a Fair Market Value on the date of exercise equal to the Exercise Price, or (z) by such other method as the Committee may approve, including after a
Public Offering payment through a broker in accordance with procedures permitted by Regulation T of the Federal Reserve Board. The Committee may authorize loans by the Company to Grantees in
connection with the exercise of an Option, upon such terms and conditions as the Committee, in its sole discretion, deems appropriate. Shares of Company Stock used to exercise an Option shall have
been held by the Grantee for the requisite period of time to avoid adverse accounting consequences to the Company with respect to the Option. The Grantee shall pay the Exercise Price and the amount of
any withholding tax due (pursuant to Section 13) at the time of exercise. 


        (g)    Limits on Incentive Stock Options.    Each Incentive Stock Option shall provide that, if the aggregate Fair
Market Value of the stock on the date of the grant with respect to which Incentive Stock Options
are exercisable for the first time by a Grantee during any calendar year, under the Plan or any other stock option plan of the Company or a parent or subsidiary, exceeds $100,000, then the Option, as
to the excess, shall be treated as a Nonqualified Stock Option. An Incentive Stock Option shall not be granted to any person who is not an Employee of the Company or a parent or subsidiary (within the
meaning of section 424(f) of the Code). 


6. Stock Appreciation Rights  


        The Committee may grant stock appreciation rights ("SARs") to an Employee, Non-Employee Director or Key Advisor separately or in tandem with any
Option. The following provisions are applicable to SARs: 


        (a)    Base Amount.    The Committee shall establish the base amount of the SAR at the time the SAR is granted. Unless
the Committee determines otherwise, the base amount of each SAR shall be equal to the per share Exercise Price of the related Option or, if there is no related Option, the Fair Market Value of a share
of Company Stock as of the date of Grant of the SAR. 



        (b)    Tandem SARs.    The Committee may grant tandem SARs either at the time the Option is granted or at any time
thereafter while the Option remains outstanding; provided, however, that, in the case of an Incentive Stock Option, SARs may be granted only at the date of the grant of the Incentive Stock Option. In
the case of tandem SARs, the number of SARs granted to a Grantee that shall be exercisable during a specified period shall not exceed the number of shares of Company Stock that the Grantee may
purchase upon the exercise of the related Option during such period. Upon the exercise of an Option, the SARs relating to the Company Stock covered by such Option shall terminate. Upon the exercise of
SARs, the related Option shall terminate to the extent of an equal number of shares of Company Stock. 



        (c)    Exercisability.    An SAR shall be exercisable during the period specified by the Committee in the Grant
Instrument and shall be subject to such vesting and other restrictions as may be specified in the Grant Instrument or in the Grantee's employment agreement, if any, with the Employer. The Committee
may accelerate the exercisability of any or all outstanding SARs at any time for any reason. SARs may only be exercised while the Grantee is employed by, or providing service to, the Employer or
during the applicable period after termination of employment or service as described in Section 5(e). A tandem SAR shall be exercisable only during the period when the Option to which it is
related is also exercisable. 


        (d)    Grants to Non-Exempt Employees.    Notwithstanding the foregoing, SARs granted to persons who are
non-exempt employees under the Fair Labor Standards Act of 1938, as amended, shall have a base amount not less than 85% of the Fair Market Value of the Company Stock on the date of grant,
and may not be exercisable for at least six months after the date of grant (except that such SARs may become exercisable, as determined by the Committee, upon the Grantee's death, Disability or
retirement, or upon a Change of Control or other circumstances permitted by applicable regulations). 


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        (e)    Value of SARs.    When a Grantee exercises SARs, the Grantee shall receive in settlement of such SARs an amount
equal to the value of the stock appreciation for the number of SARs exercised, payable in cash, Company Stock or a combination thereof. The stock appreciation for an SAR is the amount by which the
Fair Market Value of the underlying Company Stock on the date of exercise of the SAR exceeds the base amount of the SAR as described in subsection (a). 


        (f)    Form of Payment.    The Committee shall determine whether the appreciation in an SAR shall be paid in the form
of cash, shares of Company Stock, or a combination of the two, in such proportion as the Committee deems appropriate. For purposes of calculating the number of shares of Company Stock to be received,
shares of Company Stock shall be valued at their Fair Market Value on the date of exercise of the SAR. If shares of Company Stock are to be received upon exercise of an SAR, cash shall be delivered in
lieu of any fractional share. 


7. Stock Awards  


        The Committee may issue or transfer shares of Company Stock to an Employee, Non-Employee Director or Key Advisor under a Stock Award, upon such terms
as the Committee deems appropriate. The following provisions are applicable to Stock Awards: 


        (a)    General Requirements.    Shares of Company Stock issued or transferred pursuant to Stock Awards may be issued
or transferred for consideration or for no consideration, and subject to restrictions or no restrictions, as determined by the Committee. The Committee may establish conditions under which
restrictions on Stock Awards shall lapse over a period of time or according to such other criteria as the Committee deems appropriate. The period of time during which the Stock Award will remain
subject to restrictions will be designated in the Grant Instrument as the "Restriction Period." 


        (b)    Number of Shares.    The Committee shall determine the number of shares of Company Stock to be issued or
transferred pursuant to a Stock Award and the restrictions applicable to such shares. 


        (c)    Requirement of Employment or Service.    If the Grantee ceases to be employed by, or provide service to, the
Company (as defined in Section 5(e)) during a period designated in the Grant Instrument as the Restriction Period, or if other specified conditions are not met, the Stock Award shall terminate
as to all shares covered by the award as to which the restrictions have not lapsed, and those shares of Company Stock must be immediately returned to the Company. The Committee may, however, provide
for complete or partial exceptions to this requirement as it deems appropriate. 


        (d)    Restrictions on Transfer and Legend on Stock Certificate.    During the Restriction Period, a Grantee may not
sell, assign, transfer, pledge or otherwise dispose of the shares of the Stock Award except to a Successor Grantee under Section 8(a). Each certificate for Stock Awards shall contain a legend
giving appropriate notice of the restrictions in the Grant. The Grantee shall be entitled to have the legend removed from the stock certificate covering the shares subject to restrictions when all
restrictions on such shares have lapsed. The Committee may determine that the Company will not issue certificates for Stock Awards until all restrictions on such shares have lapsed, or that the
Company will retain possession of certificates for Stock Awards until all restrictions on such shares have lapsed. 


        (e)    Right to Vote and to Receive Dividends.    During the Restriction Period, the Grantee shall have the right to
vote shares subject to Stock Awards and to receive any dividends or other distributions paid on such shares, subject to any restrictions deemed appropriate by the Committee. 



        (f)    Lapse of Restrictions.    All restrictions imposed on Stock Awards shall lapse upon the expiration of the
applicable Restriction Period and the satisfaction of all conditions imposed by the Committee. The Committee may determine, as to any or all Stock Awards, that the restrictions shall lapse without
regard to any Restriction Period. 


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8. Stock Units  


        The Committee may grant phantom units representing one or more shares of Company Stock to an Employee, Non-Employee Director or Key Advisor, upon such
terms and conditions as the Committee deems appropriate. The following provisions are applicable to Stock Units: 


        (a)    Crediting of Units.    Each Stock Unit shall represent the right of the Grantee to receive an amount based on
the value of a share of Company Stock, if specified conditions are met. All Stock Units shall be credited to bookkeeping accounts established on the Company's records for purposes of the Plan. 



        (b)    Terms of Stock Units.    The Committee may grant Stock Units that are payable if specified performance goals or
other conditions are met, or under other circumstances. Stock Units may be paid at the end of a specified performance period or other period, or payment may be deferred to a date authorized by the
Committee. The Committee shall determine the number of Stock Units to be granted and the requirements applicable to such Stock Units. 


        (c)    Requirement of Employment or Service.    If the Grantee ceases to be employed by, or provide service to, the
Employer during a specified period, or if other conditions established by the Committee are not met, the Grantee's Stock Units shall be forfeited, unless the Grantee's employment agreement, if any,
with the Employer provides otherwise. The Committee may, however, provide for complete or partial exceptions to this requirement as it deems appropriate. 


        (d)    Payment With Respect to Stock Units.    Payments with respect to Stock Units shall be made in cash, in Company
Stock, or in a combination of the two, as determined by the Committee. 


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   9. Other Equity Awards  


        The Committee may grant Other Equity Awards, which are awards (other than those described in Sections 5, 6, 7, 8 and 10 of the Plan) that are based on, measured
by or payable in Company Stock to any Employee, Non-Employee Director or Key Advisor, on such terms and conditions as the Committee shall determine. Other Equity Awards may be awarded
subject to the achievement of performance goals or other conditions and may be payable in cash, Company Stock or any combination of the foregoing, as the Committee shall determine. 


10. Dividend Equivalents  


        The Committee may include in a Grant Instrument with respect to any Grant a dividend equivalent right ("Dividend Equivalents") entitling the Grantee to receive
amounts equal to the ordinary dividends that would be paid, during the time the Grant is outstanding and unexercised, on the shares of Company Stock covered by the Grant as if such shares were then
outstanding. The Committee shall determine whether Dividend Equivalents shall be paid currently or credited to a bookkeeping account as a dollar amount or in the form of Stock Units. The Committee
shall determine whether Dividend Equivalents shall be paid in cash, in shares of Company Stock or in a combination, whether they shall be conditioned upon the exercise, vesting or payment of the Grant
to which they relate, and such other terms and conditions as the Committee deems appropriate. 


11. Right of Recapture  


        The Committee may provide in a Grant Instrument that if at any time within the one year period after the date on which a Grantee exercises an Option or SAR, or on
which a Stock Award, Stock Unit or Other Equity Award vests, is paid or is disposed of (each of which events is referred to as a "Realization Event"), the Grantee (a) is terminated for Cause or
(b) engages in any activity that constitutes Cause, the Grantee shall be required to pay to the Company any gain realized by the Grantee from the Realization Event, upon notice from the
Company. Such gain shall be determined as of the date of the Realization Event, without regard to any subsequent change in the Fair Market Value of Company Stock. The Company shall have the right to
offset such gain against any amounts otherwise owed to the Grantee by the Company (whether as wages, vacation pay, or pursuant to any
benefit plan or other compensatory arrangement or otherwise), to the extent permitted by applicable law. 


12. Qualified Performance-Based Compensation  



        (a)    Designation as Qualified Performance-Based Compensation.    The Committee may determine that Stock Awards,
Stock Units, Dividend Equivalents or Other Equity Awards granted to an Employee shall be considered "qualified performance-based compensation" under section 162(m) of the Code. The provisions
of this Section 12 shall apply to Grants of Stock Awards, Stock Units, Dividend Equivalents and Other Equity Awards that are to be considered "qualified performance-based compensation" under
section 162(m) of the Code. 


        (b)    Performance Goals.    When Stock Awards, Stock Units, Dividend Equivalents or Other Equity Awards that are to
be considered "qualified performance-based compensation" are granted, the Committee shall establish in writing (i) the objective performance goals that must be met, (ii) the performance
period during which the performance goals must be met, (iii) the threshold, target and maximum amounts that may be paid if the performance goals are met, and (iv) any other conditions
that the Committee deems appropriate and consistent with the Plan and Section 162(m) of the Code, including the employment requirements and payment terms. The performance goals may relate to
the Employee's business unit or the performance of the Company and its subsidiaries as a whole, or any combination of the foregoing. The Committee shall use objectively determinable performance goals 


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based
on one or more of the following criteria: total stockholder return; total stockholder return as compared to total stockholder return of comparable companies or a publicly available index; net
income; pretax earnings; earnings before interest expense and taxes (EBIT); earnings before interest expense, taxes, depreciation and amortization (EBITDA); earnings per share; return on equity;
return on assets; revenues; asset growth; operating ratios; access to and availability of funding; or asset quality. 



        (c)    Establishment of Goals.    The Committee shall establish the performance goals in writing either before the
beginning of the performance period or during a period ending no later than the earlier of (i) 90 days after the beginning of the performance period or (ii) the date on which 25%
of the performance period has been completed, or such other date as may be required or permitted under applicable regulations under section 162(m) of the Code. The performance goals shall
satisfy the requirements for "qualified performance-based compensation," including the requirement that the achievement of the goals be substantially uncertain at the time they are established and
that the goals be established in such a way that a third party with knowledge of the relevant facts could determine whether and to what extent the performance goals have been met. The Committee shall
not have
discretion to increase the amount of compensation that is payable upon achievement of the designated performance goals. 


        (d)    Maximum Payment.    The maximum number of shares of Company Stock that may be subject to Grants made to an
individual during a calendar year shall not exceed the individual limit set forth in Section 3(a) of the Plan. If Dividend Equivalents are granted as "qualified performance based compensation,"
the maximum amount of Dividend Equivalents that may be credited to the Employee's account in a calendar year is $250,000. 



        (e)    Announcement of Grants.    The Committee shall certify and announce the results for each performance period to
all Grantees immediately following the announcement of the Company's financial results for the performance period. If and to the extent that the Committee does not certify that the performance goals
have been met, the grants of Stock Awards, Stock Units, Dividend Equivalents or Other Equity Awards for the performance period shall be forfeited or shall not be made, as applicable. Any Grants that
are to be paid as a result of achievement of performance goals shall be paid as specified in the Grant Instrument. 



        (f)    Death, Disability or Other Circumstances.    The Committee may provide that Stock Awards, Stock Units, Dividend
Equivalents or Other Equity Awards shall be payable or restrictions on Stock Awards shall lapse, in whole or in part, in the event of the Grantee's death or Disability during the Performance Period,
or under other circumstances consistent with the Treasury regulations and rulings under section 162(m) of the Code. 



13. Withholding of Taxes  


        (a)    Required Withholding.    All Grants under the Plan shall be subject to applicable federal (including FICA),
state and local tax withholding requirements. The Company may require that the Grantee or other person receiving or exercising Grants pay to the Company the amount of any federal, state or local taxes
that the Company is required to withhold with respect to such Grants, or the Company may deduct from other wages paid by the Company the amount of any withholding taxes due with respect to such
Grants. 


        (b)    Election to Withhold Shares.    If the Committee so permits, a Grantee may elect to satisfy the Company's
income tax withholding obligation with respect to a Grant by having shares withheld up to an amount that does not exceed the Grantee's minimum applicable withholding tax rate for federal (including
FICA), state and local tax liabilities. The election must be in a form and manner prescribed by the Committee and may be subject to the prior approval of the Committee. 


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14. Transferability of Grants  


        (a)    Nontransferability of Grants.    Except as provided below, only the Grantee may exercise rights under a Grant
during the Grantee's lifetime. A Grantee may not transfer those rights except by will or by the laws of descent and distribution or, with respect to Grants other than Incentive Stock Options, if
permitted in any specific case by the Committee, pursuant to a domestic relations order (as defined under the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the
regulations thereunder). When a Grantee dies, the personal representative or other person entitled to succeed to the rights of the Grantee ("Successor Grantee") may exercise such rights. A Successor
Grantee must furnish proof satisfactory to the Company of his or her right to receive the Grant under the Grantee's will or under the applicable laws of descent and distribution. 


        (b)    Transfer of Nonqualified Stock Options.    Notwithstanding the foregoing, the Committee may provide, in a Grant
Instrument, that a Grantee may transfer Nonqualified Stock Options to family members, or one or more trusts or other entities for the benefit of or owned by family members, consistent with applicable
securities laws, according to such terms as the Committee may determine; provided that the Grantee receives no consideration for the transfer of an Option and the transferred Option shall continue to
be subject to the same terms and conditions as were applicable to the Option immediately before the transfer. 


15. Change of Control of the Company  


        As used herein, a "Change of Control" shall be deemed to have occurred if: 



	(a)
	Any
"person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) (other than persons who are stockholders on the effective date of the Plan) becomes a "beneficial
owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing more than 50% of the voting power of the then outstanding
securities of the Company; provided that a Change of Control shall not be deemed to occur as a result of a change of ownership resulting from the death of a stockholder, and a Change of Control shall
not be deemed to occur as a result of a transaction in which the Company becomes a subsidiary of another corporation and in which the stockholders of the Company, immediately prior to the transaction,
will beneficially own, immediately after the transaction, shares entitling such stockholders to more than 50% of all votes to which all stockholders of the parent corporation would be entitled in the
election of directors (without consideration of the rights of any class of stock to elect directors by a separate class vote); or



	(b)
	The
stockholders of the Company approve (or, if stockholder approval is not required, the Board approves) an agreement providing for (i) the merger or consolidation of the
Company with another corporation where the stockholders of the Company, immediately prior to the merger or consolidation, will not beneficially own, immediately after the merger or consolidation,
shares entitling such stockholders to more than 50% of all votes to which all stockholders of the surviving corporation would be entitled in the election of directors (without consideration of the
rights of any class of stock to elect directors by a separate class vote), (ii) the sale or other disposition of all or substantially all of the assets of the Company, or (iii) a
liquidation or dissolution of the Company. 




16. Consequences of a Change of Control  


        (a)    Notice and Acceleration.    Upon a Change of Control, unless the Committee determines otherwise, (i) the
Company shall provide each Grantee with outstanding Grants written notice of such Change of Control, (ii) all outstanding Options shall automatically accelerate and become fully exercisable,
and (iii) the restrictions and conditions on all outstanding Stock Awards, SARs, stock units or other equity awards shall immediately lapse. 


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        (b)    Assumption of Grants.    Upon a Change of Control where the Company is not the surviving corporation (or
survives only as a subsidiary of another corporation), unless the Committee determines otherwise, all outstanding Options that are not exercised shall be assumed by, or replaced with comparable
options by, the surviving corporation. 


        (c)    Other Alternatives.    Notwithstanding the foregoing, subject to subsection (d) below, in the event of a
Change of Control, the Committee may take one or both of the following actions: the Committee may (i) require that Grantees surrender their outstanding Options in exchange for a payment by the
Company, in cash or Company Stock as determined by the Committee, in an amount equal to the amount by which the then Fair Market Value of the shares of Company Stock subject to the Grantee's
unexercised Options exceeds the Exercise Price of the Options, or (ii) after giving Grantees an opportunity to exercise their outstanding Options, terminate any or all unexercised Options at
such time as the Committee deems appropriate. Such surrender or termination shall take place as of the date of the Change of Control or such other date as the Committee may specify. 


        (d)    Limitations.    Notwithstanding anything in the Plan to the contrary, in the event of a Change of Control, the
Committee shall not have the right to take any actions described in the Plan (including without limitation actions described in Subsection (a) above) that would make the Change of Control
ineligible for pooling of interests accounting treatment or that would make the Change of Control ineligible for desired tax treatment if, in the absence of such right, the Change of Control would
qualify for such treatment and the Company intends to use such treatment with respect to the Change of Control. 


17. Requirements for Issuance or Transfer of Shares  


        (a)    Stockholder's Agreement.    The Committee may require that a Grantee execute a stockholder's agreement, with
such terms as the Committee deems appropriate, with respect to any Company Stock issued or distributed pursuant to this Plan. 



        (b)    Limitations on Issuance or Transfer of Shares.    No Company Stock shall be issued or transferred in connection
with any Grant hereunder unless and until all legal requirements applicable to the issuance or transfer of such Company Stock have been complied with to the satisfaction of the Committee. The
Committee shall have the right to condition any Grant made to any Grantee hereunder on such Grantee's undertaking in writing to comply with such restrictions on his or her subsequent disposition of
such shares of Company Stock as the Committee shall deem necessary or advisable, and certificates representing such shares may be legended to reflect any such restrictions. Certificates representing
shares of Company Stock issued or transferred under the Plan will be subject to such stop-transfer orders and other restrictions as may be required by applicable laws, regulations and
interpretations, including any requirement that a legend be placed thereon. 


        (c)    Lock-Up Period.    If so requested by the Company or any representative of the underwriters (the
"Managing Underwriter") in connection with any registration of the offering of any securities of the Company under the Securities Act of 1933, as amended (the "Securities Act"), a Grantee (including
any successor or assigns) shall not sell or otherwise transfer any shares or other securities of the Company during the 180-day period following the effective date of a registration
statement of the Company filed under the Securities Act (or such other period as may be requested in writing by the Managing Underwriter and agreed to in writing by the Company) (the "Market Standoff
Period"). Such restriction shall apply only to the first registration statement of the Company to become effective under the Securities Act that includes securities to be sold on behalf of the Company
to the public in an underwritten public offering under the Securities Act. The Company may impose stop-transfer instructions with respect to securities subject to the foregoing
restrictions until the end of such Market Standoff Period. 


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18. Amendment and Termination of the Plan  


        (a)    Amendment.    The Board may amend or terminate the Plan at any time; provided, however, that the Committee
shall not amend the Plan without stockholder approval if such approval is required in order to comply with the Code or applicable laws or to comply with applicable stock exchange requirements. 



        (b)    Stockholder Approval for "Qualified Performance-Based Compensation."    If Stock Awards, Stock Units, Dividend
Equivalents or Other Equity Awards are granted as "qualified performance-based compensation" under Section 12 above, the Plan must be reapproved by the stockholders no later than the first
stockholders meeting that occurs in the fifth year following the year in which the stockholders previously approved the provisions of Section 12, if required by section 162(m) of the
Code or the regulations thereunder. 


        (c)    Termination of Plan.    The Plan shall terminate on the day immediately preceding the tenth anniversary of the
Effective Date, unless the Plan is terminated earlier by the Board or is extended by the Board with the approval of the stockholders. 


        (d)    Termination and Amendment of Outstanding Grants.    A termination or amendment of the Plan that occurs after a
Grant is made shall not materially impair the rights of a Grantee unless the Grantee consents or unless the Committee acts under Section 24(b). The termination of the Plan shall not impair the
power and authority of the Committee with respect to an outstanding Grant. Whether or not the
Plan has terminated, an outstanding Grant may be terminated or amended under Section 24(b) or may be amended by agreement of the Company and the Grantee consistent with the Plan. 


        (e)    Governing Document.    The Plan shall be the controlling document. No other statements, representations,
explanatory materials or examples, oral or written, may amend the Plan in any manner. The Plan shall be binding upon and enforceable against the Company and its successors and assigns. 



19. Funding of the Plan  


        This Plan shall be unfunded. The Company shall not be required to establish any special or separate fund or to make any other segregation of assets to assure the
payment of any Grants under this Plan. In no event shall interest be paid or accrued on any Grant, including unpaid installments of Grants. 


20. Rights of Participants  


        Nothing in this Plan shall entitle any Employee, Key Advisor, Non-Employee Director or other person to any claim or right to be granted a Grant under
this Plan. Neither this Plan nor any action taken hereunder shall be construed as giving any individual any rights to be retained by or in the employ of the Company or any other employment rights. 


21. No Fractional Shares  


        No fractional shares of Company Stock shall be issued or delivered pursuant to the Plan or any Grant. The Committee shall determine whether cash, other awards or
other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated. 



22. Headings  


        Section headings are for reference only. In the event of a conflict between a title and the content of a Section, the content of the Section shall control. 


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23. Effective Date.  


        (a)    Effective Date.    Subject to approval by the Company's stockholders, the Plan shall be amended and restated as
set forth herein, effective upon the initial registration of the Company Stock under section 12(g) of the Exchange Act. 


        (b)    Public Offering.    The provisions of the Plan that refer to a Public Offering, or that refer to, or are
applicable to persons subject to, section 16 of the Exchange Act or section 162(m) of the Code, shall be effective, if at all, upon the initial registration of the Company Stock under
section 12(g) of the Exchange Act, and shall remain effective thereafter for so long as such stock is so registered. 


24. Miscellaneous  


        (a)    Grants in Connection with Corporate Transactions and Otherwise.    Nothing contained in this Plan shall be
construed to (i) limit the right of the Committee to make Grants under this Plan in connection with the acquisition, by purchase, lease, merger, consolidation or otherwise, of the business or
assets of any corporation, firm or association, including Grants to employees thereof who become Employees of the Company, or for other proper corporate purposes, or (ii) limit the right of the
Company to grant stock options or make other awards outside of this Plan. Without limiting the foregoing, the Committee may make a Grant to an employee of another corporation who becomes an Employee
by reason of a corporate merger, consolidation, acquisition of stock or property, reorganization or liquidation involving
the Company or any of its subsidiaries in substitution for stock option or stock award grant made by such corporation. The terms and conditions of the substitute grants may vary from the terms and
conditions required by the Plan and from those of the substituted stock incentives. The Committee shall prescribe the provisions of the substitute grants. 



        (b)    Compliance with Law.    The Plan, the exercise of Options and the obligations of the Company to issue or
transfer shares of Company Stock under Grants shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required. With respect to persons subject to
section 16 of the Exchange Act, after a Public Offering it is the intent of the Company that the Plan and all transactions under the Plan comply with all applicable provisions of
Rule 16b-3 or its successors under the Exchange Act. In addition, it is the intent of the Company that the Plan and applicable Grants under the Plan comply with the applicable
provisions of section 162(m) of the Code, after a Public Offering, and section 422 of the Code. To the extent that any legal requirement of section 16 of the Exchange Act or
section 162(m) or 422 of the Code as set forth in the Plan ceases to be required under section 16 of the Exchange Act or section 162(m) or 422 of the Code, that Plan provision
shall cease to apply. The Board and the Committee also intend that the Plan and its operations shall conform at all times to any applicable requirements imposed by the Sarbanes-Oxley Act of 2002, as
it may be amended. The Committee may revoke any Grant if it is contrary to law or modify a Grant to bring it into compliance with any valid and mandatory government regulation. The Committee may also
adopt rules regarding the withholding of taxes on payments to Grantees. The Committee may, in its sole discretion, agree to limit its authority under this Section. 



        (c)    Modification to Price of Grants.    Except as otherwise specifically provided in this Plan, in no event shall
the Committee or the Board determine to revise the exercise price or other economic price provision of any Grant without obtaining stockholder approval for such action, including but not limited to
seeking stockholder approval for any option exchange or similar offer. 


        (d)    Governing Law.    The validity, construction, interpretation and effect of the Plan and Grant Instruments
issued under the Plan shall be governed and construed by and determined in accordance with the laws of the State of Delaware, without giving effect to the conflict of laws provisions thereof. 


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Exhibit 10.45


IMMUNICON CORPORATION AMENDED AND RESTATED EQUITY COMPENSATION PLAN