exv10w1









    Exhibit 10.1
    



 




    Clinical
    Data, Inc.

    Amended and Restated 2005 Equity Incentive Plan

    

    ARTICLE 1.

    Background and Purpose
    of the Plan
    



 



    1.1. Background. This Amended and Restated 2005
    Equity Incentive Plan (the “Plan”) permits the
    grant of Incentive Stock Options, Nonstatutory Stock Options,
    Stock Appreciation Rights, Restricted Stock, Restricted Stock
    Units, and other equity-based awards.



 



    1.2. Purpose. The purposes of the Plan are
    (a) to attract and retain highly competent persons as
    Employees, Directors, and Consultants of the Company;
    (b) to provide additional incentives to such Employees,
    Directors, and Consultants; and (c) to promote the success
    of the business of the Company.



 



    1.3. 2002 Plan. The Clinical Data, Inc. 2002
    Incentive and Stock Plan (the “Prior Plan”)
    shall remain in effect in accordance with its terms, and further
    option grants may be made under the Prior Plan after the
    Effective Date. The adoption of this Plan as of the Effective
    Date shall not affect the Prior Plan or the terms of any option
    granted under the Prior Plan either before or after the
    Effective Date.



 



    1.4. Eligibility. Service Providers who are
    Employees, Consultants determined by the Committee to be
    significantly responsible for the success and future growth and
    profitability of the Company, or Directors are eligible to be
    granted Awards under the Plan. However, Incentive Stock Options
    may be granted only to Employees.



 



    1.5. Definitions. Capitalized terms used in the
    Plan and not otherwise defined herein shall have the meanings
    assigned to such terms in the attached Appendix.



 




    ARTICLE 2.

    Share Limits
    



 



    2.1. Shares Subject to the Plan.



 



    (a) Share Reserve. Subject to adjustment under
    Section 2.3 of the Plan, six million five hundred thousand
    (6,500,000) Shares shall be initially reserved for issuance
    pursuant to Awards made under the Plan. All of the available
    Shares may, but need not, be issued pursuant to the exercise of
    Incentive Stock Options. At all times the Company will reserve
    and keep available a sufficient number of Shares to satisfy the
    requirements of all outstanding Awards made under the Plan and
    all other outstanding but unvested Awards made under the Plan
    that are to be settled in Shares.



 



    (b) Shares Counted Against Limitation. If
    an Award is exercised, in whole or in part, by delivery or
    attestation of Shares under Section 5.4(b), or if the tax
    withholding obligation is satisfied by withholding Shares under
    Section 10.7(b), the number of Shares deemed to have been
    issued under the Plan (for purposes of the limitation set forth
    in this Section 2.1) shall be the number of Shares that
    were subject to the Award or portion thereof so exercised and
    not the net number of Shares actually issued upon such exercise.



 



    (c) Lapsed Awards. If an Award:
    (i) expires; (ii) is terminated, surrendered, or
    canceled without having been exercised in full; or (iii) is
    otherwise forfeited in whole or in part, then the unissued
    Shares that were subject to such Award
    and/or such
    surrendered, canceled, or forfeited Shares (as the case may be)
    shall become available for future grant or sale under the Plan
    (unless the Plan has terminated), subject however, in the case
    of Incentive Stock Options, to any limitations under the Code.



 



    (d) Limitation on Full-Value Awards. Not more
    than seven hundred fifty thousand (750,000) of the total number
    of Shares reserved for issuance under the Plan (as adjusted
    under Section 2.3) may be granted or sold as Awards of
    Restricted Stock, Restricted Stock Units, unrestricted grants of
    Shares, and other Awards (“full-value Awards”)
    whose intrinsic value is not solely dependent on appreciation in
    the price of Shares after the date of grant. Options and Stock
    Appreciation Rights shall not be subject to, and shall not count
    against, the limit described in the preceding sentence. If a
    full-value Award expires, is forfeited, or otherwise lapses as
    described in Section 2.1(c), the






    

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    Shares that were subject to the Award shall be restored to the
    total number of Shares available for grant or sale as full-value
    Awards.



 



    (e) Substitute Awards. The Committee may grant
    Awards under the Plan in substitution for stock and stock based
    awards held by employees, directors, consultants or advisors of
    another company (an “Acquired Company”) in
    connection with a merger, consolidation or advisors of such
    Acquired Company with the Company or an Affiliate or the
    acquisition by the Company or an Affiliate of property or stock
    of the Acquired Company. The Committee may direct that the
    substitute Awards be granted on such terms and conditions as the
    Committee considers appropriate in the circumstances. Any
    substitute Awards granted under the Plan shall not count against
    the share limitations set forth in Section 2.1(a) and 2.2.



 



    2.2. Individual Share Limit. In any Tax Year,
    no Service Provider shall be granted Awards with respect to more
    than seven hundred fifty thousand (750,000) Shares. The limit
    described in this Section 2.2 shall be construed and
    applied consistently with Section 162(m) of the Code,
    except that the limit shall apply to all Service Providers.



 



    (a) Awards Not Settled in Shares. If an Award
    is to be settled in cash or any medium other than Shares, the
    number of Shares on which the Award is based shall count toward
    the individual share limit set forth in this Section 2.2.



 



    (b) Canceled Awards. Any Awards granted to a
    Participant that are canceled shall continue to count toward the
    individual share limit applicable to that Participant set forth
    in this Section 2.2.



 



    2.3. Adjustments.



 



    (a) In the event that there is any dividend or distribution
    payable in Shares, or any stock split, reverse stock split,
    combination or reclassification of Shares, or any other similar
    change in the number of outstanding Shares, then the maximum
    aggregate number of Shares available for Awards under
    Section 2.1 of the Plan, the maximum number of Shares
    issuable to a Service Provider under Section 2.2 of the
    Plan, and any other limitation under this Plan on the maximum
    number of Shares issuable to an individual or in the aggregate
    shall be proportionately adjusted (and rounded down to a whole
    number) by the Committee as it deems equitable in its discretion
    to prevent dilution or enlargement of the rights of the
    Participants. The Committee’s determination with respect to
    any such adjustments shall be conclusive.



 



    (b) In the event that there is any extraordinary dividend
    or other distribution in respect of the Shares,
    recapitalization, reclassification, merger, reorganization,
    consolidation, combination, sale of assets,
    split-up,
    exchange, spin-off or other extraordinary event, then the
    Committee shall make provision for a cash payment, for the
    substitution or exchange of any or all outstanding Awards or a
    combination of the foregoing, based upon the distribution or
    consideration payable to holders of the Shares in respect of
    such event or on such other terms as the Committee otherwise
    deems appropriate.



 




    ARTICLE 3.

    Administration of the
    Plan
    



 



    3.1. Administrator. The Plan shall be
    administered by the Committee.



 



    3.2. Powers of the Committee. Subject to the
    provisions of the Plan, Applicable Law, and the specific duties
    delegated by the Board to the Committee, the Committee shall
    have the authority in its discretion: (a) to determine the
    Fair Market Value; (b) to select the Service Providers to
    whom Awards may be granted hereunder and the types of Awards to
    be granted to each; (c) to determine the number of Shares
    to be covered by each Award granted hereunder; (d) to
    determine whether, to what extent, and under what circumstances
    an Award may be settled in cash, Shares, other securities, other
    Awards, or other property; (e) to approve forms of Award
    Agreements; (f) to determine, in a manner consistent with
    the terms of the Plan, the terms and conditions of any Award
    granted hereunder, based on such factors as the Committee, in
    its sole discretion, shall determine; (g) to construe and
    interpret the terms of the Plan and Award Agreements;
    (h) to correct any defect, supply any omission, or
    reconcile any inconsistency in the Plan or any Award Agreement
    in the manner and to the extent it shall deem desirable to carry
    out the purposes of the Plan; (i) to prescribe, amend, and
    rescind rules and regulations relating to the Plan, including
    rules and regulations relating to
    sub-plans
    established pursuant to Section 12.1 of the Plan;
    (j) to authorize






    

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    withholding arrangements pursuant to Section 10.7(b) of the
    Plan; (k) to authorize any person to execute on behalf of
    the Company any instrument required to effect the grant of an
    Award previously granted by the Committee; and (l) to make
    all other determinations and take all other action described in
    the Plan or as the Committee otherwise deems necessary or
    advisable for administering the Plan and effectuating its
    purposes.



 



    3.3. Compliance with Applicable Law. The
    Committee shall administer, construe, interpret, and exercise
    discretion under the Plan and each Award Agreement in a manner
    that is consistent and in compliance with a reasonable, good
    faith interpretation of all Applicable Laws.



 



    3.4. Effect of Committee’s Decision and
    Committee’s Liability. The Committee’s
    decisions, determinations and interpretations shall be final and
    binding on all Participants and any other holders of Awards.
    Neither the Committee nor any of its members shall be liable for
    any act, omission, interpretation, construction, or
    determination made in good faith in connection with the Plan or
    any Award Agreement.



 



    3.5. Delegation to Executive Officers. To the
    extent permitted by Applicable Law, the Board may delegate to
    one or more Executive Officers the powers: (a) to designate
    Service Providers who are not Executive Officers as eligible to
    participate in the Plan; and (b) to determine the amount
    and type of Awards that may be granted to Service Providers who
    are not Executive Officers.



 



    3.6. Awards may be Granted Separately or
    Together. In the Committee’s discretion, Awards
    may be granted alone, in addition to, or in tandem with any
    other Award or any award granted under another plan of the
    Company or an Affiliate. Awards granted in addition to or in
    tandem with other awards may be granted either at the same time
    or at different times.



 




    ARTICLE 4.

    Vesting and
    Performance Objectives
    



 



    4.1. General. The vesting schedule or Period of
    Restriction for any Award shall be specified in the Award
    Agreement. The criteria for vesting and for removing
    restrictions on any Award may include (i) performance of
    substantial services for the Company for a specified period;
    (ii) achievement of one or more Performance Objectives; or
    (iii) a combination of (i) and (ii), as determined by
    the Committee.



 



    4.2. Period of Absence from Providing Substantial
    Services. To the extent that vesting or removal of
    restrictions is contingent on performance of substantial
    services for a specified period, a leave of absence (whether
    paid or unpaid) shall not count toward the required period of
    service unless the Award Agreement provides otherwise.



 



    4.3. Performance Objectives.



 



    (a) Possible Performance Objectives. Any
    Performance Objective shall relate to the Service
    Provider’s performance for the Company (or an Affiliate) or
    the Company’s (or Affiliate’s) business activities or
    organizational goals, and shall be sufficiently specific that a
    third party having knowledge of the relevant facts could
    determine whether the Performance Objective is achieved. The
    Performance Objectives with respect to any Award may be one or
    more of the following General Financial
    and/or
    Operational Objectives, as established by the Committee in its
    sole discretion:



 



    (i) General Financial Objectives:



 


			
	 	    •     
	
    Increasing the Company’s net sales

	 
	 	    •     
	
    Achieving a target level of earnings (including gross earnings;
    earnings before certain deductions, such as interest, taxes,
    depreciation, or amortization; or earnings per Share)

	 
	 	    •     
	
    Achieving a target level of income (including net income or
    income before consideration of certain factors, such as
    overhead) or a target level of gross profits for the Company, an
    Affiliate, or a business unit

	 
	 	    •     
	
    Achieving a target return on the Company’s (or an
    Affiliate’s) capital, assets, or stockholders’ equity






    

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	 	    •     
	
    Maintaining or achieving a target level of appreciation in the
    price of the Shares

	 
	 	    •     
	
    Increasing the Company’s (or an Affiliate’s) market
    share to a specified target level

	 
	 	    •     
	
    Achieving or maintaining a Share price that meets or exceeds the
    performance of specified stock market indices or other
    benchmarks over a specified period

	 
	 	    •     
	
    Achieving a level of Share price, earnings, or income
    performance that meets or exceeds performance in comparable
    areas of peer companies over a specified period

	 
	 	    •     
	
    Achieving specified reductions in costs

	 
	 	    •     
	
    Achieving specified improvements in collection of outstanding
    accounts or specified reductions in non-performing debts




 



    (ii) Operational Objectives:



 


			
	 	    •     
	
    Expanding one or more products into one or more new markets

	 
	 	    •     
	
    Acquiring a prescribed number of new customers in a line of
    business

	 
	 	    •     
	
    Achieving a prescribed level of productivity within a business
    unit

	 
	 	    •     
	
    Completing specified projects within or below the applicable
    budget




 



    (b) Stockholder Approval of Performance
    Objectives. The list of possible Performance Objectives
    set forth in Section 4.3(a), above, and the other material
    terms of Awards of Restricted Stock or Restricted Stock Units
    that are intended to qualify as “performance-based
    compensation” under Section 162(m) of the Code, shall
    be subject to reapproval by the Company’s stockholders at
    the first stockholder meeting that occurs in 2010. No Award of
    Restricted Stock or Restricted Stock Units that is intended to
    qualify as “performance-based compensation” under
    Section 162(m) of the Code shall be made after that meeting
    unless stockholders have reapproved the list of Performance
    Objectives and other material terms of such Awards, or unless
    the vesting of the Award is made contingent on stockholder
    approval of the Performance Objectives and other material terms
    of such Awards.



 



    (c) Documentation of Performance
    Objectives. With respect to any Award, the Performance
    Objectives shall be set forth in writing no later than
    90 days after commencement of the period to which the
    Performance Objective(s) relate(s) (or, if sooner, before 25% of
    such period has elapsed) and at a time when achievement of the
    Performance Objectives is substantially uncertain. Such writing
    shall also include the period for measuring achievement of the
    Performance Objectives, which shall be no greater than five
    consecutive years, as established by the Committee. Once
    established by the Committee, the Performance Objective(s) may
    not be changed to accelerate the settlement of an Award or to
    accelerate the lapse or removal of restrictions on Restricted
    Stock that otherwise would be due upon the attainment of the
    Performance Objective(s).



 



    (d) Committee Certification. Prior to
    settlement of any Award that is contingent on achievement of one
    or more Performance Objectives, the Committee shall certify in
    writing that the applicable Performance Objective(s) and any
    other material terms of the Award were in fact satisfied. For
    purposes of this Section 4.3(d), approved minutes of the
    Committee shall be adequate written certification.



 



    (e) Negative Discretion. The Committee may
    reduce, but may not increase, the number of Shares deliverable
    or the amount payable under any Award after the applicable
    Performance Objectives are satisfied.



 




    ARTICLE 5.

    Stock
    Options
    



 



    5.1. Terms of Option. Subject to the provisions
    of the Plan, the type of Option, term, exercise price, vesting
    schedule, and other conditions and limitations applicable to
    each Option shall be as determined by the Committee and shall be
    stated in the Award Agreement.





    

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    5.2. Type of Option.



 



    (a) Each Option shall be designated in the Award Agreement
    as either an Incentive Stock Option or a Nonstatutory Stock
    Option.



 



    (b) Neither the Company nor the Committee shall have
    liability to a Participant or any other party if an Option (or
    any part thereof) which is intended to be an Incentive Stock
    Option does not qualify as an Incentive Stock Option. In
    addition, the Committee may make an adjustment or substitution
    described in Section 2.3 of the Plan that causes the Option
    to cease to qualify as an Incentive Stock Option without the
    consent of the affected Participant or any other party.



 



    5.3. Limitations.



 



    (a) Maximum Term. No Option shall have a term
    in excess of 10 years measured from the date the Option is
    granted. In the case of any Incentive Stock Option granted to a
    10% Stockholder (as defined in Section 5.3(e), below), the
    term of such Incentive Stock Option shall not exceed five years
    measured from the date the Option is granted.



 



    (b) Minimum Exercise Price. Subject to
    Section 2.3(b) of the Plan, the exercise price per share of
    an Option shall not be less than 100% of the Fair Market Value
    per Share on the date the Option is granted. In the case of any
    Incentive Stock Option granted to a 10% Stockholder (as defined
    in Section 5.3(e), below), subject to Section 2.3(b)
    of the Plan, the exercise price per share of such Incentive
    Stock Option shall not be less than 110% of the Fair Market
    Value per Share on the date the Option is granted.



 



    (c) Repricing Prohibited. Except as provided in
    Section 2.3, the Committee shall not amend any outstanding
    Option to reduce its exercise price, and shall not grant an
    Option with a lower exercise price within six months before or
    after an Option with a higher exercise price is canceled.



 



    (d) $100,000 Limit for Incentive Stock
    Options. Notwithstanding an Option’s designation,
    to the extent that Incentive Stock Options are exercisable for
    the first time by the Participant during any calendar year with
    respect to Shares whose aggregate Fair Market Value exceeds
    $100,000 (regardless of whether such Incentive Stock Options
    were granted under this Plan, the 2002 Plan, or any other plan
    of the Company or any Affiliate), such Options shall be treated
    as Nonstatutory Stock Options. For purposes of this
    Section 5.3(d), Fair Market Value shall be measured as of
    the date the Option was granted and Incentive Stock Options
    shall be taken into account in the order in which they were
    granted.



 



    (e) 10% Stockholder. For purposes of this
    Section 5.3, a “10% Stockholder” is an individual
    who, immediately before the date an Award is granted, owns (or
    is treated as owning) stock possessing more than 10% of the
    total combined voting power of all classes of stock of the
    Company (or an Affiliate), determined under Section 424(d)
    of the Code.



 



    5.4. Form of Consideration. The Committee shall
    determine the acceptable form of consideration for exercising an
    Option, including the method of payment. In the case of an
    Incentive Stock Option, the Committee shall determine the
    acceptable form of consideration at the time of grant. To the
    extent approved by the Committee, the consideration for exercise
    of an Option may be paid in any one, or any combination, of the
    forms of consideration set forth in subsections (a), (b), and
    (c), below.



 



    (a) Cash Equivalent. Consideration may be paid
    by cash, check, or other cash equivalent approved by the
    Committee.



 



    (b) Tender or Attestation of
    Shares. Consideration may be paid by the tendering of
    other Shares to the Company or the attestation to the ownership
    of the Shares that otherwise would be tendered to the Company in
    exchange for the Company’s reducing the number of Shares
    issuable upon the exercise of the Option. Shares tendered or
    attested to in exchange for Shares issued under the plan must be
    held by the Service Provider for at least six months prior to
    their tender or their attestation to the Company and may not be
    shares of Restricted Stock at the time they are tendered or
    attested to. The Committee shall determine acceptable methods
    for tendering or attesting to Shares to exercise an Option under
    the Plan and may impose such limitations and prohibitions on the
    use of Shares to exercise Options as it deems appropriate. For
    purposes of determining the amount of the Option price






    

    5








 







    satisfied by tendering or attesting to Shares, such Shares shall
    be valued at their Fair Market Value on the date of tender or
    attestation, as applicable.



 



    (c) Other Methods. Consideration may be paid
    using such other methods of payment as the Committee, at its
    discretion, deems appropriate from time to time.



 



    5.5. Exercise of Option.



 



    (a) Procedure for Exercise. Any Option granted
    hereunder shall be exercisable according to the terms of the
    Plan and at such times and under such conditions as set forth in
    the Award Agreement. An Option shall be deemed exercised when
    the Committee receives: (i) written or electronic notice of
    exercise (in accordance with the Award Agreement) from the
    person entitled to exercise the Option and (ii) full
    payment for the Shares (in a form permitted under
    Section 5.4 of the Plan) with respect to which the Option
    is exercised.



 



    (b) Termination of Relationship as a Service
    Provider. Following a Participant’s Termination of
    Service, the Participant (or the Participant’s Beneficiary,
    in the case of Termination of Service due to death) may exercise
    his or her Option within such period of time as is specified in
    the Award Agreement, subject to the following conditions:



 



    (i) An Option may be exercised after the Participant’s
    Termination of Service only to the extent that the Option was
    vested as of the Termination of Service;



 



    (ii) An Option may not be exercised after the expiration of
    the term of such Option as set forth in the Award Agreement;



 



    (iii) Unless a Participant’s Termination of Service is
    the result of the Participant’s Disability, the Participant
    may not exercise an Incentive Stock Option more than three
    months after such Termination of Service;



 



    (iv) If a Participant’s Termination of Service is the
    result of the Participant’s Disability, the Participant may
    exercise an Incentive Stock Option up to 12 months after
    Termination of Service; and



 



    (v) After the Participant’s death, his Beneficiary may
    exercise an Incentive Stock Option only to the extent that that
    the deceased Participant was entitled to exercise such Incentive
    Stock Option as of the date of his death.



 



    In the absence of a specified time in the Award Agreement, the
    Option shall remain exercisable for three months after the
    Participant’s Termination of Service for any reason other
    than Disability or death, and for 12 months after the
    Participant’s Termination of Service on account of
    Disability or death.



 



    (c) Rights as a Stockholder. Shares subject to
    an Option shall be deemed issued, and the Participant shall be
    deemed the record holder of such Shares, on the Option exercise
    date. Until such Option exercise date, no right to vote or
    receive dividends or any other rights as a stockholder shall
    exist with respect to the Shares subject to the Option. In the
    event that the Company effects a split of the Shares by means of
    a stock dividend and the exercise price of, and number of shares
    subject to, an Option are adjusted as of the date of
    distribution of the dividend (rather than as of the record date
    for such dividend), then a Participant who exercises such Option
    between the record date and the distribution date for such stock
    dividend shall be entitled to receive, on the distribution date,
    the stock dividend with respect to the Shares subject to the
    Option. No other adjustment shall be made for a dividend or
    other right for which the record date is prior to the date the
    Shares are issued.



 



    5.6. Repurchase Rights. The Committee shall
    have the discretion to grant Options which are exercisable for
    unvested Shares. If the Participant ceases to be a Service
    Provider while holding such unvested Shares, the Company shall
    have the right to repurchase any or all of those unvested Shares
    at a price per share equal to the lower of (i) the exercise
    price paid per Share, or (ii) the Fair Market Value per
    Share at the time of repurchase. The terms upon which such
    repurchase right shall be exercisable by the Committee
    (including the period and procedure for exercise and the
    appropriate vesting schedule for the purchased Shares) shall be
    established by the Committee and set forth in the document
    evidencing such repurchase right.





    

    6








 








    ARTICLE 6.

    Stock Appreciation
    Rights
    



 



    6.1. Terms of Stock Appreciation Right. The
    term, base amount, vesting schedule, and other conditions and
    limitations applicable to each Stock Appreciation Right, except
    the medium of settlement, shall be as determined by the
    Committee and shall be stated in the Award Agreement. All Awards
    of Stock Appreciation Rights shall be settled in Shares issuable
    upon the exercise of the Stock Appreciation Right.



 



    6.2. Exercise of Stock Appreciation Right.



 



    (a) Procedure for Exercise. Any Stock
    Appreciation Right granted hereunder shall be exercisable
    according to the terms of the Plan and at such times and under
    such conditions as set forth in the Award Agreement. A Stock
    Appreciation Right shall be deemed exercised when the Committee
    receives written or electronic notice of exercise (in accordance
    with the Award Agreement) from the person entitled to exercise
    the Stock Appreciation Right.



 



    (b) Termination of Relationship as a Service
    Provider. Following a Participant’s Termination of
    Service, the Participant (or the Participant’s Beneficiary,
    in the case of Termination of Service due to death) may exercise
    his or her Stock Appreciation Right within such period of time
    as is specified in the Award Agreement to the extent that the
    Stock Appreciation right is vested as of the Termination of
    Service. In the absence of a specified time in the Award
    Agreement, the Stock Appreciation Right shall remain exercisable
    for three months following the Participant’s Termination of
    Service for any reason other than Disability or death, and for
    12 months after the Participant’s Termination of
    Service on account of Disability or death.



 



    (c) Rights as a Stockholder. Shares subject to
    a Stock Appreciation Right shall be deemed issued, and the
    Participant shall be deemed the record holder of such Shares, on
    the date the Stock Appreciation Right is exercised. Until such
    date, no right to vote or receive dividends or any other rights
    as a stockholder shall exist with respect to the Shares subject
    to the Stock Appreciation Right. If the Company effects a split
    of the Shares by means of a stock dividend and the exercise
    price of, and number of shares subject to, a Stock Appreciation
    Right are adjusted as of the date of distribution of the
    dividend (rather than as of the record date for such dividend),
    then a Participant who exercises such Stock Appreciation Right
    between the record date and the distribution date for such stock
    dividend shall be entitled to receive, on the distribution date,
    the stock dividend with respect to the Shares subject to the
    Stock Appreciation Right. No other adjustment shall be made for
    a dividend or other right for which the record date is prior to
    the date the Shares are issued.



 




    ARTICLE 7.

    Restricted
    Stock
    



 



    7.1. Terms of Restricted Stock. Subject to the
    provisions of the Plan, the Period of Restriction, the number of
    Shares granted, and other conditions and limitations applicable
    to each Award of Restricted Stock shall be as determined by the
    Committee and shall be stated in the Award Agreement. Unless the
    Committee determines otherwise, Shares of Restricted Stock shall
    be held by the Company as escrow agent until the restrictions on
    such Shares have lapsed.



 



    7.2. Transferability. Except as provided in
    this Article 7, Shares of Restricted Stock may not be sold,
    transferred, pledged, assigned, or otherwise alienated or
    hypothecated until the end of the applicable Period of
    Restriction.



 



    7.3. Other Restrictions. The Committee, in its
    sole discretion, may impose such other restrictions on Shares of
    Restricted Stock as it may deem advisable or appropriate.



 



    7.4. Removal of Restrictions. Except as
    otherwise provided in this Article 7, and subject to
    Section 10.5 of the Plan, Shares of Restricted Stock
    covered by an Award of Restricted Stock made under the Plan
    shall be released from escrow, and shall become fully
    transferable, as soon as practicable after the Period of
    Restriction ends, and in any event no later than
    21/2 months

    after the end of the Tax Year in which the Period of Restriction
    ends.





    

    7








 







    7.5. Voting Rights. During the Period of
    Restriction, Service Providers holding Shares of Restricted
    Stock granted hereunder may exercise full voting rights with
    respect to those Shares, unless otherwise provided in the Award
    Agreement.



 



    7.6. Dividends and Other Distributions. During
    the Period of Restriction, Service Providers holding Shares of
    Restricted Stock shall be entitled to receive all dividends and
    other distributions paid with respect to such Shares unless
    otherwise provided in the Award Agreement.



 



    (a) If any such dividends or distributions are paid in
    Shares, the Shares shall be subject to the same restrictions
    (and shall therefore be forfeitable to the same extent) as the
    Shares of Restricted Stock with respect to which they were paid.



 



    (b) If any such dividends or distributions are paid in
    cash, the Award Agreement may specify that the cash payments
    shall be subject to the same restrictions as the related
    Restricted Stock, in which case they shall be accumulated during
    the Period of Restriction and paid or forfeited when the related
    Shares of Restricted Stock vest or are forfeited. Alternatively,
    the Award Agreement may specify that the dividend equivalents or
    other payments shall be unrestricted, in which case they shall
    be paid as soon as practicable after the dividend or
    distribution date. In no event shall any cash dividend or
    distribution be paid later than
    21/2 months

    after the Tax Year in which the dividend or distribution becomes
    nonforfeitable.



 



    7.7. Right of Repurchase of Restricted
    Stock. If, with respect to any Award, (a) a
    Participant’s Termination of Service occurs before the end
    of the Period of Restriction or (b) any Performance
    Objectives are not achieved by the end of the period for
    measuring such Performance Objectives, then the Company shall
    have the right to repurchase forfeitable Shares of Restricted
    Stock from the Participant at their original issuance price or
    other stated or formula price (or to require forfeiture of such
    Shares if issued at no cost).



 




    ARTICLE 8.

    Restricted Stock
    Units
    



 



    8.1. Terms of Restricted Stock Units. Subject
    to the provisions of the Plan, the Period of Restriction, number
    of underlying Shares, and other conditions and limitations
    applicable to each Award of Restricted Stock Units shall be as
    determined by the Committee and shall be stated in the Award
    Agreement.



 



    8.2. Settlement of Restricted Stock
    Units. Subject to Section 10.5 of the Plan, the
    number of Shares specified in the Award Agreement, or cash equal
    to the Fair Market Value of the underlying Shares specified in
    the Award Agreement, shall be delivered to the Participant as
    soon as practicable after the end of the applicable Period of
    Restriction, and in any event no later than
    21/2 months
    after the end of the Tax Year in which the Period of Restriction
    ends, unless otherwise elected to be issued on a later date in
    accordance with the requirements of Section 409A of the
    Code.



 



    8.3. Dividend and Other Distribution
    Equivalents. The Committee is authorized to grant to
    holders of Restricted Stock Units the right to receive payments
    equivalent to dividends or other distributions with respect to
    Shares underlying Awards of Restricted Stock Units. The Award
    Agreement may specify that the dividend equivalents or other
    distributions shall be subject to the same restrictions as the
    related Restricted Stock Units, in which case they shall be
    accumulated during the Period of Restriction and paid or
    forfeited when the related Restricted Stock Units are paid or
    forfeited. Alternatively, the Award Agreement may specify that
    the dividend equivalents or other distributions shall be
    unrestricted, in which case they shall be paid on the dividend
    or distribution payment date for the underlying Shares, or as
    soon as practicable thereafter. In no event shall any
    unrestricted dividend equivalent or other distribution be paid
    later than
    21/2 months
    after the Tax Year in which the record date for the dividend or
    distribution occurs.



 



    8.4. Forfeiture. If, with respect to any Award,
    (a) a Participant’s Termination of Service occurs
    before the end of the Period of Restriction, or (b) any
    Performance Objectives are not achieved by the end of the period
    for measuring such Performance Objectives, then the Restricted
    Stock Units granted pursuant to such Award shall be forfeited
    and the Company (and any Affiliate) shall have no further
    obligation thereunder.





    

    8








 








    ARTICLE 9.

    Other Equity-Based
    Awards
    



 



    9.1. Other Equity-Based Awards. The Committee
    shall have the right to grant other Awards based upon or payable
    in Shares having such terms and conditions as the Committee may
    determine, including the grant of Shares upon the achievement of
    a Performance Objective and the grant of securities convertible
    into Shares.



 




    ARTICLE 10.

    Additional Terms of
    Awards
    



 



    10.1. No Rights to Awards. No Service Provider
    shall have any claim to be granted any Award under the Plan, and
    the Company is not obligated to extend uniform treatment to
    Participants or Beneficiaries under the Plan. The terms and
    conditions of Awards need not be the same with respect to each
    Participant.



 



    10.2. No Effect on Employment or
    Service. Neither the Plan nor any Award shall confer
    upon a Participant any right with respect to continuing the
    Participant’s relationship as a Service Provider with the
    Company; nor shall they interfere in any way with the
    Participant’s right or the Company’s right to
    terminate such relationship at any time, with or without cause,
    to the extent permitted by Applicable Laws and any enforceable
    agreement between the Service Provider and the Company.



 



    10.3. No Fractional Shares. No fractional
    Shares shall be issued or delivered pursuant to the Plan or any
    Award, and the Committee shall determine whether cash, other
    securities, or other property shall be paid or transferred in
    lieu of any fractional Shares, or whether such fractional Shares
    or any rights thereto shall be canceled, terminated, or
    otherwise eliminated.



 



    10.4. Transferability of Awards. Unless
    otherwise determined by the Committee, an Award may not be sold,
    pledged, assigned, hypothecated, transferred, or disposed of in
    any manner other than by will or by the laws of descent or
    distribution and may be exercised, during the lifetime of the
    Participant, only by the Participant. Subject to the approval of
    the Committee in its sole discretion, Nonstatutory Stock Options
    may be transferable to members of the immediate family of the
    Participant and to one or more trusts for the benefit of such
    family members, partnerships in which such family members are
    the only partners, or corporations in which such family members
    are the only stockholders. “Members of the immediate
    family” means the Participant’s spouse, children,
    stepchildren, grandchildren, parents, grandparents, siblings
    (including half brothers and sisters), and individuals who are
    family members by adoption. To the extent that any Award is
    transferable, such Award shall contain such additional terms and
    conditions as the Committee deems appropriate.



 



    10.5. Conditions On Delivery of Shares and Lapsing of
    Restrictions. The Company shall not be obligated to
    deliver any Shares pursuant to the Plan or to remove
    restrictions from Shares previously delivered under the Plan
    until (a) all conditions of the Award have been met or
    removed to the satisfaction of the Committee, (b) subject
    to approval of the Company’s counsel, all other legal
    matters (including any Applicable Laws) in connection with the
    issuance and delivery of such Shares have been satisfied, and
    (c) the Participant has executed and delivered to the
    Company such representations or agreements as the Committee may
    consider appropriate to satisfy the requirements of Applicable
    Laws.



 



    10.6. Inability to Obtain Authority. The
    inability of the Company to obtain authority from any regulatory
    body having jurisdiction, which authority is deemed by the
    Company’s counsel to be necessary to the lawful issuance
    and sale of any Shares hereunder, shall relieve the Company of
    any liability in respect of the failure to issue or sell such
    Shares as to which such requisite authority shall not have been
    obtained.



 



    10.7. Withholding.



 



    (a) Withholding Requirements. Prior to the
    delivery of any Shares or cash pursuant to the grant, exercise,
    vesting, or settlement of an Award, the Company shall have the
    power and the right to deduct or withhold, or to require a
    Participant or Beneficiary to remit to the Company, an amount
    sufficient to satisfy any federal, state, and local taxes
    (including the Participant’s FICA obligation) that the
    Company determines is required to be withheld to comply with
    Applicable Laws. The Participant or Beneficiary shall remain
    responsible at all times for paying any






    

    9








 







    federal, state, and local income or employment tax due with
    respect to any Award, and the Company shall not be liable for
    any interest or penalty that a Participant or Beneficiary incurs
    by failing to make timely payments of tax.



 



    (b) Withholding Arrangements. The Committee, in
    its sole discretion and pursuant to such procedures as it may
    specify from time to time, may permit a Participant or
    Beneficiary to satisfy such tax withholding obligation, in whole
    or in part, by (i) electing to have the Company withhold
    otherwise deliverable Shares, or (ii) delivering to the
    Company already-owned Shares having a Fair Market Value equal to
    the amount required by Applicable Law to be withheld. The Fair
    Market Value of the Shares to be withheld or delivered, or with
    respect to which restrictions are removed, shall be determined
    as of the date that the taxes are required to be withheld.



 



    10.8. Other Provisions in Award Agreements. In
    addition to the provisions described in the Plan, any Award
    Agreement may include such other provisions (whether or not
    applicable to the Award of any other Participant) as the
    Committee determines appropriate, including restrictions on
    resale or other disposition, provisions for the acceleration of
    exercisability of Options and Stock Appreciation Rights in the
    event of a change in control of the Company, provisions for the
    cancellation of Awards in the event of a change in control of
    the Company, and provisions to comply with Applicable Laws.



 



    10.9. Section 16 of the Exchange Act. It
    is the intent of the Company that Awards and transactions
    permitted by Awards be interpreted in a manner that, in the case
    of Participants who are or may be subject to Section 16 of
    the Exchange Act, qualify, to the maximum extent compatible with
    the express terms of the Awards, for exemption from matching
    liability under
    Rule 16b-3
    promulgated under the Exchange Act. The Company shall have no
    liability to any Participant or other person for Section 16
    consequences of Awards or events in connection with Awards if an
    Award or related event does not so qualify.



 



    10.10. Not Benefit Plan Compensation. Payments
    and other benefits received by a Participant under an Award made
    pursuant to the Plan shall not be deemed a part of a
    Participant’s compensation for purposes of determining the
    Participant’s benefits under any other employee benefit
    plans or arrangements provided by the Company or an Affiliate,
    except where the Committee expressly provides otherwise in
    writing.



 




    ARTICLE 11.

    Term, Amendment, and
    Termination of Plan
    



 



    11.1. Term of Plan. The Plan shall become
    effective on the Effective Date.



 



    11.2. Termination of the Plan. The Plan shall
    terminate upon the earliest to occur of (i) July 27,
    2015; (ii) the date that is 10 years after the Plan is
    approved by the Company’s stockholders; (iii) the date
    on which all Shares available for issuance under the Plan have
    been issued as fully vested Shares; or (iv) the date
    determined by the Board pursuant to its authority under
    Section 11.3 of the Plan.



 



    11.3. Amendment of the Plan. The Board or the
    Committee may at any time amend, alter, suspend, or terminate
    the Plan, without the consent of the Participants or
    Beneficiaries. The Company shall obtain stockholder approval of
    any Plan amendment to the extent necessary to comply with
    Applicable Laws.



 



    11.4. Effect of Amendment or
    Termination. Except as provided in Section 11.5 of
    the Plan, no amendment, alteration, suspension, or termination
    of the Plan shall impair the rights of any Participant or
    Beneficiary under an outstanding Award, unless required to
    comply with an Applicable Law or mutually agreed otherwise
    between the Participant and the Committee; any such agreement
    must be in writing and signed by the Participant and the
    Company. Termination of the Plan shall not affect the
    Committee’s ability to exercise the powers granted to it
    hereunder with respect to Awards granted under the Plan prior to
    the date of such termination.



 



    11.5. Adjustments of Awards Upon the Occurrence of
    Unusual or Nonrecurring Events. The Committee may, in
    its sole discretion (but subject to the limitations and
    conditions expressly stated in the Plan, such as the limitations
    on adjustment of Performance Objectives), adjust the terms and
    conditions of Awards during the pendency or in recognition of
    (a) unusual or nonrecurring events affecting the Company or
    an Affiliate (such as a capital adjustment, reorganization, or
    merger) or the financial statements of the Company or an
    Affiliate, or (b) any changes in Applicable Laws or
    accounting principles. By way of example, the power to adjust
    Awards shall include the power to suspend the exercise of any
    Option or Stock Appreciation Right.





    

    10








 








    ARTICLE 12.

    Miscellaneous
    



 



    12.1. Authorization of
    Sub-Plans. The
    Committee may from time to time establish one or more
    sub-plans
    under the Plan for purposes of satisfying applicable blue sky,
    securities,
    and/or tax
    laws of various jurisdictions. The Committee shall establish
    such
    sub-plans by
    adopting supplements to this Plan containing (i) such
    limitations as the Committee deems necessary or desirable, and
    (ii) such additional terms and conditions not otherwise
    inconsistent with the Plan as the Committee shall deem necessary
    or desirable. All
    sub-plans
    adopted by the Committee shall be deemed to be part of the Plan,
    but each
    sub-plan
    shall apply only to Participants within the affected
    jurisdiction and the Company shall not be required to provide
    copies of any
    sub-plans to
    Participants in any jurisdiction which is not the subject of
    such
    sub-plan.



 



    12.2. Governing Law. The provisions of the Plan
    and all Awards made hereunder shall be governed by and
    interpreted in accordance with the laws of the State of
    Delaware, regardless of the laws that might otherwise govern
    under applicable principles of conflicts of laws thereof.



 



    12.3. Committee Manner of Action. Unless
    otherwise provided in the bylaws of the Company or the charter
    of the Committee: (a) a majority of the members of a
    Committee shall constitute a quorum, and (b) the vote of a
    majority of the members present who are qualified to act on a
    question assuming the presence of a quorum or the unanimous
    written consent of the members of the Committee shall constitute
    action by the Committee. The Committee may delegate the
    performance of ministerial functions in connection with the Plan
    to such person or persons as the Committee may select.



 



    12.4. Expenses. The costs of administering the
    Plan shall be paid by the Company.



 



    12.5. Severability. If any provision of the
    Plan or any Award Agreement is determined by a court of
    competent jurisdiction to be invalid, illegal, or unenforceable
    in any jurisdiction, or as to any person or Award, such
    provision shall be construed or deemed to be amended to resolve
    the applicable infirmity, unless the Committee determines that
    it cannot be so construed or deemed amended without materially
    altering the Plan or the Award, in which case such provision
    shall be stricken as to such jurisdiction, person, or Award, and
    the remainder of the Plan and any such Award shall remain in
    full force and effect.



 



    12.6. Construction. Unless the contrary is
    clearly indicated by the context, (1) the use of the
    masculine gender shall also include within its meaning the
    feminine and vice versa; (2) the use of the singular shall
    also include within its meaning the plural and vice versa; and
    (3) the word “include” shall mean to include, but
    not to be limited to.



 



    12.7. No Trust or Fund Created. Neither
    the Plan nor any Award Agreement shall create or be construed to
    create a trust or separate fund of any kind or a fiduciary
    relationship between the Company (or an Affiliate) and a
    Participant or any other person. To the extent that any person
    acquires a right to receive payments from the Company (or an
    Affiliate) pursuant to an Award, such right shall be no more
    secure than the right of any unsecured general creditor of the
    Company (or the Affiliate, as applicable).



 



    12.8. Headings. Headings are given to the
    sections and subsections of the Plan solely as a convenience to
    facilitate reference. Such headings shall not be deemed in any
    way material or relevant to the construction or interpretation
    of the Plan or any provision thereof.



 



    12.9. Complete Statement of Plan. This document
    is a complete statement of the Plan.





    

    11








 








    APPENDIX



 



    As used in the Plan, the following terms shall have the
    following meanings:



 



    (a) “Affiliate” means an entity in which
    the Company has a direct or indirect equity interest, whether
    now or hereafter existing; provided however, that with respect
    to an Incentive Stock Option, an Affiliate means a “parent
    corporation” (as defined in Section 424(e) of the
    Code) or a “subsidiary corporation” (as defined in
    Section 424(f) of the Code) with respect to the Company,
    whether now or hereafter existing.



 



    (b) “Applicable Laws” means the
    requirements relating to, connected with, or otherwise
    implicated by the administration of long-term incentive plans
    under applicable state corporation laws, United States federal
    and state securities laws, the Code, any stock exchange or
    quotation system on which the Shares are listed or quoted, and
    the applicable laws of any foreign country or jurisdiction where
    Awards are, or will be, granted under the Plan.



 



    (c) “Award” means, individually or
    collectively, a grant under the Plan of Options, Stock
    Appreciation Rights, Restricted Stock, Restricted Stock Units,
    or other equity-based awards.



 



    (d) “Award Agreement” means a written
    agreement setting forth the terms and provisions applicable to
    an Award granted under the Plan. Each Award Agreement shall be
    subject to the terms and conditions of the Plan.



 



    (e) “Beneficiary” means the personal
    representative of the Participant’s estate or the person(s)
    to whom an Award is transferred pursuant to the
    Participant’s will or in accordance with the laws of
    descent or distribution.



 



    (f) “Board” means the board of directors
    of the Company.



 



    (g) “Code” means the Internal Revenue Code
    of 1986, as amended. Any reference to a section of the Code
    herein shall be a reference to any regulations or other guidance
    of general applicability promulgated under such section, and
    shall further be a reference to any successor or amended section
    of such section of the Code that is so referred to and any
    regulations thereunder.



 



    (h) “Committee” means the Compensation
    Committee of the Board, which has been constituted by the Board
    to comply with the requirements of
    Rule 16b-3
    promulgated under the Exchange Act, Section 162(m) of the
    Code, and/or
    other Applicable Laws.



 



    (i) “Company” means Clinical Data, Inc., a
    Delaware corporation, or any successor thereto.



 



    (j) “Consultant” means any natural person,
    including an advisor, engaged by the Company or an Affiliate to
    render services to such entity.



 



    (k) “Director” means a member of the Board.



 



    (l) “Disability” means total and permanent
    disability as defined in Section 22(e)(3) of the Code.



 



    (m) “Effective Date” means July 27,
    2005; provided that the Plan and any Awards granted
    hereunder shall be null and void if the Plan is not approved by
    the Company’s stockholders before any compensation under
    the Plan is paid.



 



    (n) “Employee” means any person who is an
    employee, as defined in Section 3401(c) of the Code, of the
    Company or any Affiliate or any other entity the employees of
    which are permitted to receive Incentive Stock Options under the
    Code. Neither service as a Director nor payment of a
    director’s fee by the Company shall be sufficient to
    constitute “employment” by the Company.



 



    (o) “Exchange Act” means the Securities
    Exchange Act of 1934, as amended.



 



    (p) “Executive Officer” means an
    individual who is an “executive officer” of the
    Company (as defined by
    Rule 3b-7
    under the Exchange Act) or a “covered employee” under
    Section 162(m) of the Code.



 



    (q) “Fair Market Value” means, with
    respect to Shares as of any date the closing sale price per
    share of such Shares (or the closing bid, if no sales were
    reported) as reported in The Wall Street Journal
    (Northeast edition) or, if not reported therein, such other
    source as the Committee deems reliable.



 



    (r) “Incentive Stock Option” means an
    Option intended to qualify as an incentive stock option within
    the meaning of Section 422 of the Code.



 



    (s) “Nonstatutory Stock Option” means an
    Option not intended to qualify as an Incentive Stock Option.














 







    (t) “Option” means an option to purchase
    Shares that is granted pursuant to Article 5 of the Plan.
    An Option may be an Incentive Stock Option or a Nonstatutory
    Stock Option.



 



    (u) “Participant” means the holder of an
    outstanding Award granted under the Plan.



 



    (v) “Performance Objective” means a
    performance objective or goal that must be achieved before an
    Award, or a feature of an Award, becomes nonforfeitable, as
    described in Section 4.3 of the Plan.



 



    (w) “Period of Restriction” means the
    period during which Restricted Stock, the remuneration
    underlying Restricted Stock Units, or any other feature of an
    Award is subject to a substantial risk of forfeiture. A Period
    of Restriction shall be deemed to end when the applicable Award
    ceases to be subject to a substantial risk of forfeiture.



 



    (x) “Restricted Stock” means Shares that,
    during a Period of Restriction, are subject to restrictions as
    described in Article 7 of the Plan.



 



    (y) “Restricted Stock Unit” means an Award
    that entitles the recipient to receive Shares or cash after a
    Period of Restriction, as described in Article 8 of the
    Plan.



 



    (z) “Service Provider” means an Employee,
    Director, or Consultant.



 



    (aa) “Share” means a share of the
    Company’s common stock.



 



    (bb) “Stock Appreciation Right” means an
    Award that entitles the recipient to receive, upon exercise, the
    excess of (i) the Fair Market Value of a Share on the date
    the Award is exercised, over (ii) a base amount specified
    by the Committee which shall not be less than the Fair Market
    Value of a Share on the date the Award is granted, as described
    in Article 6 of the Plan



 



    (cc) “Tax Year” means the Company’s
    taxable year. If an Award is granted by an Affiliate, such
    Affiliate’s taxable year shall apply instead of the
    Company’s taxable year.



 



    (dd) “Termination of Service” means the
    date an individual ceases to be a Service Provider. Unless the
    Committee or a Company policy provides otherwise, a leave of
    absence authorized by the Company or the Committee (including
    sick leave or military leave) from which return to service is
    not guaranteed by statute or contract shall be characterized as
    a Termination of Service if the individual does not return to
    service within three months; such Termination of Service shall
    be effective as of the first day that is more than three months
    after the beginning of the period of leave. If the ability to
    return to service upon the expiration of such leave is
    guaranteed by statute or contract, but the individual does not
    return, the leave shall be characterized as a Termination of
    Service as of a date established by the Committee or Company
    policy. For purposes of the Plan and any Award hereunder, if an
    entity ceases to be an Affiliate, Termination of Service shall
    be deemed to have occurred with respect to each Participant in
    respect of such Affiliate who does not continue as a Service
    Provider in respect of the Company or another Affiliate after
    such giving effect to such Affiliate’s change in status.