a6099285ex4_1.htm


    Exhibit
4.1

     

    ORE
PHARMACEUTICAL HOLDINGS, INC.

    2009
OMNIBUS EQUITY INCENTIVE PLAN

    


    


    Ore Pharmaceutical Holdings, Inc., a
Delaware corporation (the “Company”), sets forth herein the terms of its Ore
Pharmaceutical Holdings, Inc. 2009 Omnibus Equity Incentive Plan (the “Plan”),
as follows:

     

    1.           PURPOSE

     

    The Plan
is intended to enhance the Company’s and its Affiliates’ (as defined herein)
ability to attract and retain highly qualified officers, directors, key
employees, and other persons, to motivate such persons to serve the Company and
its Affiliates and to expend maximum effort to improve the business results and
earnings of the Company, by providing to such persons an opportunity to acquire
or increase a direct proprietary interest in the operations and future success
of the Company.  To this end, the Plan provides for the grant of stock
options, stock appreciation rights, restricted stock, stock units (including
deferred stock units), and unrestricted stock.  Any of these awards
may, but need not, be made as performance incentives to reward attainment of
annual or long-term performance goals in accordance with the terms
hereof.  Stock options granted under the Plan may be non-qualified
stock options or, to the extent allowed by the Code, incentive stock options, as
provided herein, except that stock options granted to outside directors and any
consultants or advisers providing services to the Company or an Affiliate shall
be in all cases non-qualified stock options.

     

    2.           DEFINITIONS

     

    For
purposes of interpreting the Plan and related documents (including Award
Agreements), the following definitions shall apply:

     

    2.1           “Affiliate” means, with
respect to the Company, any company or other trade or business that controls, is
controlled by or is under common control with the Company within the meaning of
Rule 405 of Regulation C under the Securities Act, including, without
limitation, any Subsidiary.  For purposes of granting stock options or
stock appreciation rights, an entity may not be considered an Affiliate unless
the Company holds a “controlling interest” in such entity, where the term
“controlling interest” has the same meaning as provided in Treasury Regulation
1.414(c)-2(b)(2)(i), provided that the language “at least 50 percent” is used
instead of “at least 80 percent” and, provided further, that where granting of
stock options or stock appreciation rights is based upon a legitimate business
criteria, the language “at least 20 percent” is used instead of “at least 80
percent” each place it appears in Treasury Regulation
1.414(c)-2(b)(2)(i).

     

    2.2           “Annual Incentive Award” means
an Award made subject to attainment of performance goals (as described in Section 13) generally over a
one-year performance period (the Company’s fiscal year, unless otherwise
specified by the Committee).

     

    
      
        
        

      

      
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    2.3           “Award” means a grant of an
Option, Stock Appreciation Right, Restricted Stock, Unrestricted Stock, Stock
Unit, Performance Share, or Performance Unit under the Plan.

     

    2.4           “Award Agreement” means the
agreement between the Company and a Grantee that evidences and sets out the
terms and conditions of an Award.

     

    2.5           “Benefit Arrangement” shall
have the meaning set forth in Section 14
hereof.

     

    2.6           “Board” means the Board of
Directors of the Company.

     

    2.7           “Change in Control”
means:

     

    (1)           The
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of more than 50% of either
(i) the then outstanding shares of common stock of the Company (the
“Outstanding Company Common Stock”) or (ii) the combined voting power of
the then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change in Control: (i) any acquisition
by the Company; (ii) any acquisition by any employee benefit plan (or
related trust) sponsored or maintained by the Company or any corporation
controlled by the Company; and (iii) any acquisition by any entity pursuant
to a transaction which complies with clauses (i), (ii) and (iii) of
subsection (3) of this Section 2.7;
or

     

    (2)            Individuals
who, as of the date hereof, constitute the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then comprising the
Incumbent Board shall be considered as though such individual were a member of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
Person other than the Board; or

     

    (3)            Consummation
of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Company (a “Business Combination”), in
each case unless, following such Business Combination, (i) all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 50% of, respectively, the
then outstanding shares of common stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the entity resulting from such Business
Combination (including, without limitation, a corporation that as a result of
such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially the
same relative proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, and (ii) no Person (excluding any
corporation resulting from such Business Combination or any employee benefit
plan (or related trust) of the Company or such corporation resulting from such
Business Combination) beneficially owns, directly or indirectly, 35% or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting power of the
then outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination and (iii) at least
a majority of the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board at the time
of the execution of the initial agreement, or of the action of the Board,
providing for such Business Combination;

     

    
      
        
        

      

      
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    (4)            Consummation
of a single or set of related share exchanges or contributions with the security
holders of a third party where all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities immediately prior
to such share exchanges or contributions beneficially own immediately after such
transaction, directly or indirectly, less than 50% of, respectively, the then
outstanding shares of common stock and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the Company and where less than a majority of
the members of the board of directors of the corporation immediately after the
consummation of the share exchanges or contributions were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the
action of the Board, providing for such share exchanges or contributions;
or

     

    (5)            Approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company and consummation of such transaction.

     

    2.8           “Code” means the Internal
Revenue Code of 1986, as now in effect or as hereafter amended.

     

    2.9           “Committee” means a committee
of, and designated from time to time by resolution of, the Board, which shall be
constituted as provided in Section 3.1.

     

    2.10           “Company” means Ore
Pharmaceutical Holdings, Inc., as the same may be renamed from time to
time.

     

    2.11           “Covered Employee” means a
Grantee who is a covered employee within the meaning of Section 162(m)(3) of the
Code.

     

    
      
        
        

      

      
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    2.12           “Disability” means the Grantee
is unable to perform each of the essential duties of such Grantee's position by
reason of a medically determinable physical or mental impairment which is
potentially permanent in character or which can be expected to last for a
continuous period of not less than 12 months; provided, however, that, with
respect to rules regarding expiration of an Incentive Stock Option following
termination of the Grantee's Service, Disability shall mean the Grantee is
unable to engage in any substantial gainful activity by reason of a medically
determinable physical or mental impairment which can be expected to result in
death or which has lasted or can be expected to last for a continuous period of
not less than 12 months.

     

    2.13           “Effective Date” means
the date on which the Plan is approved by the stockholders of the Company,
provided the stockholders approve the Plan within twelve (12) months after the
date the Plan is adopted by the Board.

     

    2.14           “Exchange Act” means the
Securities Exchange Act of 1934, as now in effect or as hereafter
amended.

     

    2.15           “Fair Market Value” means the
value of a share of Stock, determined as follows:  if on the grant
date or other determination date the Stock is listed on an established national
or regional stock exchange, or is publicly traded on an established securities
market, the Fair Market Value of a share of Stock shall be the closing price of
the Stock on such exchange or in such market (if there is more than one such
exchange or market the Committee shall determine the appropriate exchange or
market) on the date of grant or such other determination date (or if there is no
such reported closing price, the Fair Market Value shall be the mean between the
highest bid and lowest asked prices or between the high and low sale prices on
such trading day) or, if no sale of Stock is reported for such trading day, on
the next preceding day on which any sale shall have been reported.  If
the Stock is not listed on such an exchange or traded on such a market, Fair
Market Value shall be the value of the Stock as determined by the Committee by
the reasonable application of a reasonable valuation method, in a manner
consistent with Code Section 409A.

     

    2.16           “Family Member” means a person
who is a spouse, former spouse, child, stepchild, grandchild, parent,
stepparent, grandparent, niece, nephew, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother, sister, brother-in-law, or sister-in-law,
including adoptive relationships, of the Grantee, any person sharing the
Grantee’s household (other than a tenant or employee), a trust in which any one
or more of these persons have more than fifty percent of the beneficial
interest, a foundation in which any one or more of these persons (or the
Grantee) control the management of assets, and any other entity in which one or
more of these persons (or the Grantee) own more than fifty percent of the voting
interests.

     

    2.17           “Grantee” means a person who
receives or holds an Award under the Plan.

     

    2.18           “Incentive Stock Option” means
an “incentive stock option” within the meaning of Section 422 of the Code, or
the corresponding provision of any subsequently enacted tax statute, as amended
from time to time.

     

    
      
        
        

      

      
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    2.19           “Non-qualified Stock Option”
means an Option that is not an Incentive Stock Option.

     

    2.20           “Option” means an option to
purchase one or more shares of Stock granted to a Grantee under the respective
provisions of Section 8
hereof.

     

    2.21           “Option Price” means the
exercise price for each share of Stock subject to an Option.

     

    2.22           “Other Agreement” shall have
the meaning set forth in Section 14
hereof.

     

    2.23           “Outside Director” means a
member of the Board who is not an officer or employee of the
Company.

     

    2.24           “Performance Award” means an
Award made subject to the attainment of performance goals (as described in Section 13) over a performance
period of up to ten (10) years.

     

    2.25           “Performance-Based Compensation”
means compensation under an Award that is intended to satisfy the
requirements of Code Section 162(m) for certain performance-based
compensation paid to Covered Employees. Notwithstanding the foregoing, nothing
in this Plan shall be construed to mean that an Award which does not satisfy the
requirements for performance-based compensation under Code Section 162(m)
does not constitute performance-based compensation for other purposes, including
Code Section 409A.

     

    2.26           “Performance Measures” means measures as
described in Section 13
on which the performance goals are based and which are approved by the Company’s
stockholders pursuant to this Plan in order to qualify Awards as
Performance-Based Compensation.

     

    2.27           “Performance Period” means the
period of time during which the performance goals must be met in order to
determine the degree of payout and/or vesting with respect to an
Award.

     

    2.28           “Performance Share” means an
Award under Section 13
herein and subject to the terms of this Plan, denominated in Stock, the value of
which at the time it is payable is determined as a function of the extent to
which corresponding performance criteria have been achieved.

     

    2.29           “Performance Unit” means an Award under
Section 13 herein and
subject to the terms of this Plan, denominated in units, the value of which at
the time it is payable is determined as a function of the extent to which
corresponding performance criteria have been achieved.

     

    2.30           “Plan” means this Ore
Pharmaceutical Holdings, Inc. 2009 Omnibus Equity Incentive Plan.

     

    
      
        
        

      

      
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    2.31           “Prior Plan(s)” means the Gene
Logic, Inc. 1997 Equity Incentive Plan, as amended, and the Gene Logic, Inc.
1997 Non-Employee Directors’ Stock Option Plan, as amended.

     

    2.32           “Purchase Price” means the
purchase price for each share of Stock pursuant to a grant of Restricted Stock
or Unrestricted Stock.

     

    2.33           “Reporting Person” means a
person who is required to file reports under Section 16(a) of the Exchange
Act.

     

    2.34           “Restricted Stock” means
shares of Stock, awarded to a Grantee pursuant to the respective provisions of
Section 10
hereof.

     

    2.35           “SAR Exercise Price” means the
per share exercise price of a SAR granted to a Grantee under Section 8 hereof.

     

    2.36           “Securities Act” means the
Securities Act of 1933, as now in effect or as hereafter amended.

     

    2.37           “Service” means service as a
Service Provider to the Company or an Affiliate.  Unless otherwise
stated in the applicable Award Agreement, a Grantee's change in position or
duties, whether as a director or employee, shall not result in interrupted or
terminated Service, so long as such Grantee continues to be a Service Provider
to the Company or an Affiliate.  Subject to the preceding sentence,
whether a termination of Service shall have occurred for purposes of the Plan
shall be determined by the Committee, which determination shall be final,
binding and conclusive.

     

    2.38           “Service Provider” means an
employee, officer or director of the Company or an Affiliate, or a consultant or
adviser (who is a natural person) currently providing services to the Company or
an Affiliate.

     

    2.39           “Stock” means the common
stock, par value $0.01 per share, of the Company.

     

    2.40           “Stock Appreciation Right” or
“SAR” means a right
granted to a Grantee under the respective provisions of Section 8 hereof.

     

    2.41           “Stock Unit” means a
bookkeeping entry representing the equivalent of one share of Stock awarded to a
Grantee pursuant to the respective provisions of Section 10
hereof.

     

    2.42           “Subsidiary” means any
“subsidiary corporation” of the Company within the meaning of Section 424(f) of
the Code.

     

    2.43           “Substitute Awards” means
Awards granted upon assumption of, or in substitution for, outstanding awards
previously granted by a company or other entity acquired by the Company or any
Affiliate or with which the Company or any Affiliate combines.

     

    
      
        
        

      

      
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    2.44           “Ten Percent Stockholder”
means an individual who owns more than ten percent (10%) of the total combined
voting power of all classes of outstanding stock of the Company, its parent or
any of its Subsidiaries.  In determining stock ownership, the
attribution rules of Section 424(d) of the Code shall be applied.

     

    2.45           “Unrestricted Stock” shall
have the meaning set forth in Section 11
hereof.

     

    3.           ADMINISTRATION
OF THE PLAN

     

    3.1.           Committee

     

    The Committee shall administer the
Plan.  The Committee shall have such powers and authorities related to
the administration of the Plan as are consistent with the Company’s certificate
of incorporation and by-laws and applicable law.  Except as the Board
may otherwise determine, the Committee appointed by the Board to administer the
Plan shall consist of two or more Outside Directors of the Company who: (a)
qualify as “outside directors” within the meaning of Section 162(m) of the Code
and who (b) meet such other requirements as may be established from time to time
by the Securities and Exchange Commission for plans intended to qualify for
exemption under Rule 16b-3 (or its successor) under the Exchange Act and who (c)
comply with the independence requirements of the stock exchange on which the
Common Stock is listed, if such Common Stock is then
listed.  Discretionary Awards to Outside Directors may only be
administered by the Committee.  The Committee shall have full power
and authority to take all actions and to make all determinations required or
provided for under the Plan, any Award or any Award Agreement, and shall have
full power and authority to take all such other actions and make all such other
determinations not inconsistent with the specific terms and provisions of the
Plan that the Committee deems to be necessary or appropriate to the
administration of the Plan, any Award or any Award Agreement.  All
such actions and determinations shall be by the affirmative vote of a majority
of the members of the Committee present at a meeting or by unanimous consent of
the Committee executed in writing in accordance with the Company’s certificate
of incorporation and by-laws and applicable law.  Unless otherwise
expressly determined by the Board, any such action or determination by the
Committee shall be final, binding and conclusive, including without limitation
the interpretation and construction by the Committee of any provision of the
Plan, any Award or any Award Agreement.

     

    3.2.           Board

     

    The Board shall have the powers and
authorities related to the administration and implementation of the Plan, as set
forth in Section 3.1 above and
other applicable provisions, consistent with the certificate of incorporation and
by-laws of the Company and applicable law.  In the event that the
Plan, any Award or any Award Agreement entered into hereunder provides for any
action to be taken by or determination to be made by the Committee, such action
may be taken or such determination may be made by the Board.

     

    
      
        
        

      

      
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    3.3.           Terms
of Awards

     

    Subject to the other terms and
conditions of the Plan, the Committee shall have full and final authority
to:

     

    (i)           designate
Grantees,

     

    (ii)           determine
the type or types of Awards to be made to a Grantee,

     

    (iii)           determine
the number of shares of Stock to be subject to an Award,

     

    (iv)           establish
the terms and conditions of each Award (including, but not limited to, the
exercise price of any Option, the nature and duration of any restriction or
condition (or provision for lapse thereof) relating to the vesting, exercise,
transfer, or forfeiture of an Award or the shares of Stock subject thereto, the
treatment of an Award in the event of a change of control, and any terms or
conditions that may be necessary to qualify Options as Incentive Stock
Options),

     

    (v)           prescribe
the form of each Award Agreement evidencing an Award, and

     

    (vi)           amend,
modify, or supplement the terms of any outstanding Award.  Such
authority specifically includes the authority, in order to effectuate the
purposes of the Plan but without amending the Plan, to make or modify Awards to
eligible individuals who are foreign nationals or are individuals who are
employed outside the United States to recognize differences in local law,
tax policy, or custom.  Notwithstanding the foregoing, no amendment,
modification or supplement of any Award shall, without the consent of the
Grantee, impair the Grantee’s rights under such Award.

     

    Any Awards
granted pursuant to this Plan are subject to mandatory repayment by the Grantee
to the Company to the extent the Grantee is or in the future becomes subject to
any written Company “clawback” or recoupment policy approved by the Board or the
Committee that requires the repayment by the Grantee to the Company of
compensation paid by the Company to the Grantee in the event that the Grantee
fails to comply with, or violates, the terms or requirements of such
policy.

     

    3.4.           No
Repricing

     

    Notwithstanding
anything in this Plan to the contrary, no amendment or modification may be made
to an outstanding Option or SAR, including, without limitation, by replacement
of Options or SARs with another award of the same or a different type granted
under this Plan, that would be treated as a repricing under the rules of the
stock exchange on which the Stock is listed, or, except as provided in Section 16.3, would replace
Options or SARs with cash, in each case, without the approval of the
stockholders of the Company, provided, that, appropriate adjustments may be made
without stockholder approval to outstanding Options and SARs pursuant to Section 16 to achieve
compliance with applicable law, including Internal Revenue Code Section
409A.

     

    3.5.           Deferral
Arrangement

     

    The
Committee may permit or require the deferral of any award payment into a
deferred compensation arrangement, subject to such rules and procedures as it
may establish, which may include provisions for the payment or crediting of
interest or dividends, including converting such credits into deferred
awards.  Any such deferrals shall be made in a manner that complies
with Code Section 409A.

     

    
      
        
        

      

      
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    3.6.           No
Liability

     

    No member of the Board or the Committee
shall be liable for any action or determination made in good faith with respect
to the Plan or any Award or Award Agreement.

     

    3.7.           Share
Issuance/Book-Entry

     

    Notwithstanding any provision of this
Plan to the contrary, the issuance of the Stock under the Plan may be evidenced
in such a manner as the Committee, in its discretion, deems appropriate,
including, without limitation, book-entry registration or issuance of one or
more Stock certificates.

     

    4.           STOCK
SUBJECT TO THE PLAN

     

    4.1.           Number
of Shares Available for Awards

     

    Subject to adjustment as provided in
Section 16 hereof, there
shall be available for issuance under the Plan the sum of (A) the number of
shares of Stock remaining available for issuance under the Prior Plans
at the Effective Date of this Plan, plus (B) the number of shares of Stock
subject to any stock options or other awards issued under the Prior Plans
which are outstanding as of the Effective Date to the extent such Stock is not
purchased or is forfeited or the stock options or other awards subsequently
expire or terminate unexercised, become unexercisable or are forfeited or
otherwise terminated, surrendered or canceled, without delivery of shares of
Stock or other consideration to the holder plus (C) Seven Hundred Thousand
(700,000) additional shares.   All of the above available shares
of Stock are available for the issuance under the Plan of Incentive Stock
Options.  The shares of Stock issued or to be issued under the Plan
shall be authorized but unissued shares; or, to the extent permitted by
applicable law, issued shares that have been reacquired by the
Company.

     

    4.2.           Substitute
Awards

     

    The Committee shall have the right to
issue Substitute Awards in connection with the assumption of, or in substitution
for, outstanding awards previously granted by an entity acquired by the Company
or an Affiliate, in a transaction to which Section 424(a) of the Code applies.
To the extent permitted by applicable law, the number of shares of Stock that
may be issued under this Section 4 shall not be reduced
by the corresponding number of shares of Stock subject to Substitute
Awards.

     

    
      
        
        

      

      
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    4.3.           Share
Usage

     

    Shares covered by an Award shall be
counted as used as of the grant date.  Any shares of Stock that are
subject to Awards of Options shall be counted against the limit set forth in
Section 4.1 as one (1)
share for every one (1) share subject to an Award of Options.  With
respect to SARs, the number of shares subject to an award of SARs will be
counted against the aggregate number of shares available for issuance under the
Plan regardless of the number of shares actually issued to settle the SAR upon
exercise.  Any shares that are subject to Awards other than Options or
Stock Appreciation Rights shall be counted against the limit set forth in Section 4.1 as  two
(2) shares for every one (1) share granted.  If any shares covered by
an Award granted under the Plan are not purchased or are forfeited or expire, or
if an Award otherwise terminates without delivery of any Stock subject thereto,
then the number of shares of Stock counted against the aggregate number of
shares available under the Plan with respect to such Award shall, to the extent
of any such forfeiture, termination or expiration, again be available for making
Awards under the Plan in the same amount as such shares were counted against the
limit set forth in Section
4.1.  The number of shares of Stock available for issuance
under the Plan shall not be increased by (i) any shares of Stock tendered or
withheld or Award surrendered in connection with the purchase of shares of Stock
upon exercise of an Option as described in Section 12.2, (ii) any shares
of Stock deducted or delivered from an Award payment in connection with the
Company’s tax withholding obligations as described in Section 17.3 or (iii) any shares purchased by
the Company with proceeds from option exercises. 

     

    5.           EFFECTIVE
DATE, DURATION AND AMENDMENTS

     

    5.1.           Effective
Date

     

    The Plan shall be effective as of the
Effective Date.   No Awards shall be granted under the Plan with
a grant date prior to the Effective Date.  If the stockholders fail to
approve the Plan within twelve (12) months of the date the  Plan is
adopted by the Board, the Plan shall not take effect and any Awards made
hereunder shall be null and void and of no effect.  Following the
Effective Date, no awards will be made under the Prior Plans.

     

    5.2.           Term

     

    The ability to grant awards under the
Plan shall terminate automatically ten (10) years after the adoption of the Plan
by the Board and may be terminated on any earlier date as provided in Section 5.3, and such
termination of this Plan shall not effect any outstanding Award under the Plan,
except as provided for in this Plan, the applicable Award Agreement or pursuant
to other applicable governing documents.

     

    5.3.           Amendment
and Termination of the Plan

     

    The Board may, at any time and from
time to time, amend, suspend, or terminate the Plan as to any shares of Stock as
to which Awards have not been made.  An amendment shall be contingent
on approval of the Company’s stockholders to the extent stated by the Board,
required by applicable law or required by applicable stock exchange listing
requirements.  No amendment will be made to the “no re-pricing”
provisions of Section
3.4 without the approval of the Company’s stockholders.  No
amendment, suspension, or termination of the Plan shall, without the consent of
the Grantee, impair rights or obligations under any Award theretofore awarded
under the Plan.

     

    
      
        
        

      

      
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    6.           AWARD
ELIGIBILITY AND LIMITATIONS

     

    6.1.           Service
Providers and Other Persons

     

    Subject to this Section 6, Awards may be made
under the Plan to any Service Provider to the Company or of any Affiliate,
including any Service Provider who is an officer or director of the Company, or
of any Affiliate, as the Board shall determine and designate from time to
time.

     

    6.2.           Successive
Awards and Substitute Awards

     

    An
eligible person may receive more than one Award, subject to such restrictions as
are provided herein.  Notwithstanding Sections 8.1 and 8.2, the Option Price of an
Option or the grant price of an SAR that is a Substitute Award may be less than
100% of the Fair Market Value of a share of Common Stock on the original grant
date; provided, that the Option Price or grant price is determined in accordance
with the principles of Code Section 424 and the regulations
thereunder.

     

    6.3.           Limitation
on Shares of Stock Subject to Awards

     

    During any time when the Company has a
class of equity security registered under Section 12 of the Exchange
Act:

     

    (i) the maximum number of shares of
Stock subject to Options or SARs that can be granted under the Plan to any
person eligible for an Award under Section 6 hereof is five
hundred thousand (500,000) in a calendar year; and

     

    (ii) the maximum number of shares that
can be granted under the Plan, other than pursuant to Options or SARs, to any
person eligible for an Award under Section 6 hereof is two
hundred fifty thousand (250,000) in a calendar year.  Further, the
limit for any person for any calendar year in Section 6.3(i) above shall be
reduced by two (2) shares for each share granted under the Plan to such
person  under an Award other than an Option or SAR for such calendar
year.

     

    The preceding limitations in this Section 6.3 are subject to
adjustment as provided in Section 16
hereof.

     

    7.           AWARD
AGREEMENT

     

    Each Award granted pursuant to the Plan
shall be evidenced by an Award Agreement, in such form or forms as the Committee
shall from time to time determine.  Award Agreements granted from time
to time or at the same time need not contain similar provisions but shall be
consistent with the terms of the Plan.  Each Award Agreement
evidencing an Award of Options shall specify whether such Options are intended
to be Non-qualified Stock Options or Incentive Stock Options, and in the absence
of such specification such options shall be deemed Non-qualified Stock
Options.

     

    
      
        
        

      

      
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    8.           TERMS
AND CONDITIONS OF OPTIONS AND STOCK APPRECIATION RIGHTS

     

    8.1.           Option
Price

     

    The Option Price of each Option shall
be fixed by the Committee and stated in the Award Agreement evidencing such
Option.  Except in the case of Substitute Awards, the Option Price of each
Option shall be at least the Fair Market Value of a share of Stock on
the grant date; provided, however, that in the
event that a Grantee is a Ten Percent Stockholder, the Option Price of an Option
granted to such Grantee that is intended to be an Incentive Stock Option shall
be not less than 110 percent of the Fair Market Value of a share of Stock on the
grant date.   In no case shall the Option Price of any Option be
less than the par value of a share of Stock.

     

    8.2.           Stock
Appreciation Right

     

    A SAR shall confer on the Grantee to
whom it is granted a right to receive, upon exercise thereof, a number of shares
of Stock with a Fair Market Value equal to the excess of (A) the Fair Market
Value of one share of Stock on the date of exercise over (B) the SAR Exercise
Price as determined by the Committee.  The Award Agreement for a SAR
shall specify the SAR Exercise Price, which shall be at least the Fair Market
Value of a share of Stock on the grant date.  SARs may be granted in
conjunction with all or part of an Option granted under the Plan or at any
subsequent time during the term of such Option, in conjunction with all or part
of any other Award or without regard to any Option or other Award; provided that
a SAR that is granted subsequent to the grant date of a related Option must have
a SAR Exercise Price that is no less than the Fair Market Value of one share of
Stock on the SAR grant date.

     

    The Committee shall determine at the
grant date or thereafter, the time or times at which and the circumstances under
which a SAR may be exercised in whole or in part (including based on achievement
of performance goals and/or future service requirements), the time or times at
which SARs shall cease to be or become exercisable following termination of
Service or upon other conditions, the method of exercise, method of settlement,
method by or forms in which Stock will be delivered or deemed to be delivered to
Grantees, whether or not a SAR shall be in tandem or in combination with any
other Award, and any other terms and conditions of any SAR.

     

    8.3.           Vesting

     

    Subject to Sections 8.4 and 16.3 hereof,
each Option and SAR granted under the Plan shall become exercisable at such
times and under such conditions as shall be determined by the Committee and
stated in the Award Agreement.  For purposes of this Section 8.3, fractional
numbers of shares of Stock subject to an Option shall be rounded down to the
next nearest whole number.  Notwithstanding the foregoing, if not
specified in an Award Agreement for an Option or SAR, no vesting shall occur
after the Grantee’s Service is terminated for any reason.

     

    
      
        
        

      

      
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    8.4.           Term

     

    Each Option and SAR granted under the
Plan shall terminate, and all rights to purchase shares of Stock thereunder
shall cease, no later than upon the expiration of ten years from the date such
Option or SAR is granted, or under such circumstances and on such date prior
thereto as is set forth in the Plan or as may be fixed by the Committee and
stated in the Award Agreement relating to such Option or SAR; provided, however, that in the
event that the Grantee is a Ten Percent Stockholder, an Option granted to such
Grantee that is intended to be an Incentive Stock Option shall not be
exercisable after the expiration of five years from its grant date.

     

    8.5.           Termination
of Service

     

    Each Award
Agreement shall set forth the extent to which the Grantee shall have the right
to exercise the Option or SAR following termination of the Grantee’s
Service.  Such provisions shall be determined in the sole discretion
of the Committee, need not be uniform among all Options or SARs issued pursuant
to the Plan, and may reflect distinctions based on the reasons for termination
of Service.  Notwithstanding the foregoing, if not specified in an
Award Agreement for an Option or SAR, any Option or SAR shall terminate (i) if
the Grantee’s Service is terminated by the Company for cause as determined by
the Committee, when the Grantee’s Service terminates, and (ii) if the Grantee’s
Service terminates for any other reason, 3 months after termination of
Service.

     

    8.6.           Method
of Exercise

     

    Subject to the terms of Section 12 and Section 16.3, an Option or SAR
that is exercisable may be exercised by the Grantee’s delivery to the Company of
notice of exercise on any business day, at the Company’s principal office, on
the form specified by the Company and in accordance with any additional
procedures specified by the Committee.  Such notice shall specify the
number of shares of Stock with respect to which the Option or SAR is being
exercised and shall be accompanied by payment in full of the Option Price of the
shares for which an Option is being exercised and also by the amount (if any) of
federal and/or other taxes which the Company may, in its judgment, be required
to withhold with respect to exercise of the Option or SAR

     

    8.7.           Rights
of Holders of Options and SARs

     

    Unless otherwise stated in the
applicable Award Agreement, an individual holding or exercising an Option or SAR
shall have none of the rights of a stockholder (for example, the right to
receive cash or dividend payments or distributions attributable to the subject
shares of Stock or to direct the voting of the subject shares of Stock) until
the shares of Stock covered thereby are fully paid and issued to
him.  Except as provided in Section 16 hereof, no
adjustment shall be made for dividends, distributions or other rights for which
the record date is prior to the date of such issuance.

     

    
      
        
        

      

      
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    8.8.           Limitations
on Exercise of Option or SAR

     

    Notwithstanding any other provision of
the Plan, in no event may any Option or SAR be exercised, in whole or in part,
prior to the date the Plan is approved by the stockholders of the Company as
provided herein or after the occurrence of an event referred to in Section 16 hereof which
results in termination of the Option or SAR.

     

    8.9.           Limitations
on Incentive Stock Options

     

    An Option shall constitute an Incentive
Stock Option only (i) if the Grantee of such Option is an employee of the
Company or any Subsidiary of the Company; (ii) to the extent specifically
provided in the related Award Agreement; and (iii) to the extent that the
aggregate Fair Market Value (determined at the time the Option is granted) of
the shares of Stock with respect to which all Incentive Stock Options held by
such Grantee become exercisable for the first time during any calendar year
(under the Plan and all other plans of the Grantee’s employer and its
Affiliates) does not exceed $100,000, or such other limit as determined by the
Code. This limitation shall be applied by taking Options into account in the
order in which they were granted.

     

    8.10.           Notice
of Book Entry; Delivery of Stock Certificates

     

    Promptly after the exercise of an
Option or SAR by a Grantee and the payment in full of the Option Price for
shares as to which the Option is being exercised and also by the amount any
applicable tax withholding with respect to the Option or SAR exercise, such
Grantee shall be entitled to receive, as applicable and as determined by the
Company, either (i) a notice from the Company’s transfer agent of the book entry
evidencing his or her ownership of the shares of Stock subject to the Option or
SAR, or (ii) the issuance of a stock certificate or certificates evidencing his
or her ownership of the shares of Stock subject to the Option or SAR.


     

    8.11.           Notice
of Disqualifying Disposition

     

    If any Grantee shall make any
disposition of shares of Stock issued pursuant to the exercise of an Incentive
Stock Option under the circumstances described in Code Section 421(b) (relating
to certain disqualifying dispositions), such Grantee shall notify the Company of
such disposition within ten (10) days thereof.

     

    9.           TRANSFERABILITY
OF OPTIONS AND STOCK APPRECIATION RIGHTS

     

    9.1.           Transferability

     

    Except as provided in Section 9.2, during the
lifetime of a Grantee, only the Grantee (or, in the event of legal incapacity or
incompetency, the Grantee's guardian or legal representative) may exercise an
Option or SAR.  Except as provided in Section 9.2, no Option or SAR
shall be assignable or transferable by the Grantee to whom it is granted, other
than by will or the laws of descent and distribution.

     

    
      
        
        

      

      
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    9.2.           Family
Transfers

     

    If authorized in the applicable Award
Agreement, a Grantee may transfer, not for value, all or part of an Option which
is not an Incentive Stock Option or SAR to any Family Member.  For the
purpose of this Section
9.2, a “not for value” transfer is a transfer which is (i) a gift, (ii) a
transfer under a domestic relations order in settlement of marital property
rights; or (iii) a transfer to an entity in which more than fifty percent of the
voting interests are owned by Family Members (or the
Grantee).  Following a transfer under this Section 9.2, any such Option
or SAR shall continue to be subject to the same terms and conditions as were
applicable immediately prior to transfer.  Subsequent transfers of
transferred Options or SARs are prohibited except to Family Members of the
original Grantee in accordance with this Section 9.2 or by will or the laws of
descent and distribution.  The events of termination of Service of
Section 8.5 hereof shall
continue to be applied with respect to the original Grantee, following which the
Option or SAR shall be exercisable by the transferee only to the extent, and for
the periods specified, in Section 8.5.

     

    10.           TERMS
AND CONDITIONS OF RESTRICTED STOCK AND STOCK UNITS

     

    10.1.           Grant
of Restricted Stock or Stock Units

     

    Awards of Restricted Stock or Stock
Units may be made for no consideration (other than par value of the shares which
is deemed paid by Services already rendered).

     

    10.2.           Restrictions

     

    At the time a grant of Restricted Stock
or Stock Units is made, the Committee may, in its sole discretion, establish a
period of time (a “restricted period”) applicable to such Restricted Stock or
Stock Units.  Each Award of Restricted Stock or Stock Units may be
subject to a different restricted period.  The Committee may in its
sole discretion, at the time a grant of Restricted Stock or Stock Units is made,
prescribe restrictions in addition to or other than the expiration of the
restricted period, including the satisfaction of corporate or individual
performance objectives, which may be applicable to all or any portion of the
Restricted Stock or Stock Units as described in Section 13.  Neither
Restricted Stock nor Stock Units may be sold, transferred, assigned, pledged or
otherwise encumbered or disposed of during the restricted period or prior to the
satisfaction of any other restrictions prescribed by the Committee with respect
to such Restricted Stock or Stock Units.

     

    10.3.           Restricted
Stock Issuances

     

    The Company shall, or shall cause to be
issued, in the name of each Grantee to whom Restricted Stock has been granted,
stock certificates or notices of book entry, as applicable, representing the
total number of shares of Restricted Stock granted to the Grantee, as soon as
reasonably practicable after the grant date.  If stock certificates
are issued, the Committee may provide in an Award Agreement that either
(i)  the Secretary of the Company shall hold such certificates for the
Grantee’s benefit, along with a stock power in blank which Grantee shall be
required to execute as a condition of the Award, until such time as the
Restricted Stock is forfeited to the Company or the restrictions lapse, or (ii)
such certificates shall be delivered to the Grantee, provided, however, that such
certificates shall bear a legend or legends that comply with the applicable
securities laws and regulations and makes appropriate reference to the
restrictions imposed under the Plan and the Award Agreement.  If book
entries are made and notices issued, the book entry for such Restricted Stock
shall have a notation that makes appropriate reference to the restrictions under
applicable securities laws and regulations, the Plan and the Award
Agreement.

     

    
      
        
        

      

      
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    10.4.           Rights
of Holders of Restricted Stock

     

    Unless the Committee otherwise provides
in an Award Agreement, holders of Restricted Stock shall have the right to vote
such Stock and the right to receive any dividends declared or paid with respect
to such Stock.  The Committee may provide that any dividends paid on
Restricted Stock must be reinvested in shares of Stock, which may or may not be
subject to the same vesting conditions and restrictions applicable to such
Restricted Stock.  All distributions, if any, received by a Grantee
with respect to Restricted Stock as a result of any stock split, stock dividend,
combination of shares, or other similar transaction shall be subject to the
restrictions applicable to the original Grant.

     

    10.5.           Rights
of Holders of Stock Units

     

    10.5.1           Voting
and Dividend Rights

     

    Holders of Stock Units shall have no
rights as stockholders of the Company.  The Committee may provide in
an Award Agreement evidencing a grant of Stock Units that the holder of such
Stock Units shall be entitled to receive, upon the Company’s payment of a cash
dividend on its outstanding Stock, a cash payment for each Stock Unit held equal
to the per-share dividend paid on the Stock.  Such Award Agreement may
also provide that such cash payment will be deemed reinvested in additional
Stock Units at a price per unit equal to the Fair Market Value of a share of
Stock on the date that such dividend is paid, which may be subject to the same
terms and conditions as the original Stock Units.

     

    10.5.2           Creditor’s
Rights

     

    A holder of Stock Units shall have no
rights other than those of a general creditor of the Company.  Stock
Units represent an unfunded and unsecured obligation of the Company, subject to
the terms and conditions of the applicable Award Agreement.

     

    10.6.           Termination of
Service

     

    Unless the Committee otherwise provides
in an Award Agreement or in writing after the Award Agreement is issued, upon
the termination of a Grantee’s Service, any Restricted Stock or Stock Units held
by such Grantee that have not vested, or with respect to which all applicable
restrictions and conditions have not lapsed, shall immediately be deemed
forfeited.  Upon forfeiture of Restricted Stock or Stock Units, the
Grantee shall have no further rights with respect to such Award, including but
not limited to any right to vote Restricted Stock or any right to receive
dividends or other distributions with respect to shares of Restricted Stock or
Stock Units.  Notwithstanding the terms of this Section 10.6, the Committee
may waive restrictions or conditions applicable to Restricted Stock or Stock
Units. If the
Committee waives restrictions or conditions applicable to Restricted Stock or
Stock Units other than for reasons of death, Disability or Change in Control,
the shares subject to such Restricted Stock or Stock Units shall be deducted
from the ten percent limitation set forth in Section 11.

     

    
      
        
        

      

      
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    10.7.           Purchase
of Restricted Stock and Shares Subject to Stock Units

     

    The
Grantee shall be required, to the extent required by applicable law, to purchase
the Restricted Stock or shares of Stock subject to vested Stock Units from the
Company at a Purchase Price equal to the greater of (i) the aggregate par value
of the shares of Stock represented by such Restricted Stock or Stock Units or
(ii) the Purchase Price, if any, specified in the Award Agreement relating to
such Restricted Stock or Stock Units.  The Purchase Price shall be
payable in a form described in Section 12 (other than Section 12.3) or, in the
discretion of the Committee, in consideration for past or future Services
rendered to the Company or an Affiliate.

     

    10.8.           Delivery
of Stock or Notice Confirming Book Entry

     

    Upon the expiration or termination of
any restricted period and the satisfaction of any other conditions prescribed by
the Committee, the restrictions applicable to shares of Restricted Stock or
Stock Units shall lapse, and, unless otherwise provided in the Award Agreement,
where applicable, (i) a stock certificate for such shares shall be delivered,
free of all such restrictions, to the Grantee or the Grantee’s beneficiary or
estate, as the case may be, (ii) any restrictive notations on the book entry
required by this Plan or the Award Agreement shall be removed or (iii) a book
entry notice shall be made indicating the issuance of the shares of
Stock.  Neither the Grantee, nor the Grantee’s beneficiary or estate,
shall have any further rights with regard to a Stock Unit once, where
applicable, the share of Stock represented by the Stock Unit has been delivered,
the restrictive notations on the book entry have been removed or the book entry
notice shall have been made or the Stock Unit shall have been
forfeited.

     

    11.           TERMS
AND CONDITIONS OF UNRESTRICTED STOCK AWARDS

     

    The Committee may, in its sole
discretion, grant (or sell at par value or such other higher purchase price
determined by the Committee) an Unrestricted Stock Award to any Grantee pursuant
to which such Grantee may receive shares of Stock free of any restrictions
(“Unrestricted Stock”) under the Plan; provided, however, that in the aggregate,
no more than ten percent of the shares reserved for issuance under this Plan may
be granted pursuant to this Section 11 and certain waivers
of restrictions described in Section
10.6.  Unrestricted Stock Awards may be granted or sold as
described in the preceding sentence in respect of past services and other valid
consideration, or in lieu of, or in addition to, any cash compensation due to
such Grantee.

     

    12.           FORM
OF PAYMENT FOR OPTIONS AND RESTRICTED STOCK

     

    12.1.           General Rule.

     

    Payment of
the Option Price for the shares purchased pursuant to the exercise of an Option
or the Purchase Price for Restricted Stock shall be made in cash or in cash
equivalents acceptable to the Company.

     

    
      
        
        

      

      
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    12.2.           Surrender
of Stock

     

    To the
extent the Award Agreement so provides, payment of the Option Price for shares
purchased pursuant to the exercise of an Option or the Purchase Price for
Restricted Stock may be made all or in part through the tender or attestation to
the Company of shares of Stock, which shall be valued, for purposes of
determining the extent to which the Option Price or Purchase Price has been paid
thereby, at their Fair Market Value on the date of exercise or
surrender.

     

    12.3.           Cashless
Exercise

     

    With
respect to an Option only (and not with respect to Restricted Stock), to the
extent permitted by law and to the extent the Award Agreement so provides,
payment of the Option Price for shares purchased pursuant to the exercise of an
Option may be made all or in part by delivery (on a form acceptable to the
Committee) of an irrevocable direction to a licensed securities broker
acceptable to the Company to sell shares of Stock and to deliver all or part of
the sales proceeds to the Company in payment of the Option Price and any
withholding taxes described in Section 17.3, or, with the consent of
the Company, (subject to tax withholding) by issuing the number of shares equal
in value to the excess, if any, of the aggregate Fair Market Value of the shares
subject to the portion of the Option being exercised over the aggregate Option
Price of such shares.

     

    12.4           Other
Forms of Payment

     

    To the
extent the Award Agreement so provides or the Committee subsequently approves,
payment of the Option Price for shares purchased pursuant to exercise of an
Option or the Purchase Price for Restricted Stock may be made in any other form
that is consistent with applicable laws, regulations and rules, including,
without limitation, Service.

     

    13.           TERMS
AND CONDITIONS OF PERFORMANCE SHARES, PERFORMANCE UNITS, PERFORMANCE AWARDS AND
ANNUAL INCENTIVE AWARDS

     

    13.1.           Grant
of Performance Units/Performance Shares

     

    Subject to the terms and provisions of
this Plan, the Committee, at any time and from time to time, may grant
Performance Units and/or Performance Shares to Participants in such amounts and
upon such terms as the Committee shall determine.

     

    13.2.           Value
of Performance Units/Performance Shares

     

    Each
Performance Unit shall have an initial value that is established by the
Committee at the time of grant.  The Committee shall set performance
goals in its discretion that, depending on the extent to which they are met,
will determine the value and/or number of Performance Units/Performance Shares
that will be paid out to the Participant.

     

    
      
        
        

      

      
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    13.3.           Earning
of Performance Units/Performance Shares

     

    Subject to the terms of this Plan,
after the applicable Performance Period has ended, the holder of Performance
Units/Performance Shares shall be entitled to receive payout on the value and
number of Performance Units/Performance Shares earned by the Participant over
the Performance Period, to be determined as a function of the extent to which
the corresponding performance goals have been achieved.

     

    13.4.           Form and Timing of Payment of
Performance Units/Performance Shares

     

    Payment of earned Performance
Units/Performance Shares shall be as determined by the Committee and as
evidenced in the Award Agreement in the form of shares of Stock equal to the
value of the earned Performance Units/Performance Shares at the close of the
applicable Performance Period, or as soon as practicable after the end of the
Performance Period.  Any shares of Stock may be granted subject to any
restrictions deemed appropriate by the Committee.

     

    13.5.           Performance
Conditions

     

    The right
of a Grantee to exercise or receive a grant or settlement of any Award, and the
timing thereof, may be subject to such performance conditions as may be
specified by the Committee.  The Committee may use such business
criteria and other measures of performance as it may deem appropriate in
establishing any performance conditions.  If and to the extent
required under Code Section 162(m), any power or authority relating to an Award
intended to qualify under Code Section 162(m), shall be exercised by the
Committee and not the Board.

     

    
                     
13.6.   Performance
Awards or Annual Incentive Awards Granted to Designated Covered
Employees

       

      If and to the extent that the Committee
determines that a Performance or Annual Incentive Award to be granted to a
Grantee who is designated by the Committee as likely to be a Covered Employee
should qualify as “performance-based compensation” for purposes of Code Section
162(m), the grant, exercise and/or settlement of such Award shall be contingent
upon achievement of pre-established performance goals and other terms set forth
in this Section
13.6.

    

     

    13.6.1.                      Performance
Goals, Generally

     

    The performance goals for such Awards
shall consist of one or more business criteria and a targeted level or levels of
performance with respect to each of such criteria, as specified by the Committee
consistent with this Section
13.6.  Performance goals shall be objective and shall otherwise
meet the requirements of Code Section 162(m) and regulations there under
including the requirement that the level or levels of performance targeted by
the Committee result in the achievement of performance goals being
“substantially uncertain.”  The Committee may determine that such
Awards shall be granted, exercised and/or settled upon achievement of any one
performance goal or that two or more of the performance goals must be achieved
as a condition to grant, exercise and/or settlement of such
Awards.  Performance goals may differ for Awards granted to any one
Grantee or to different Grantees.

     

    
      
        
        

      

      
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    13.6.2.                      Timing
For Establishing Performance Goals

     

    Performance goals shall be established
not later than the earlier of (i) 90 days after the beginning of any Performance
Period applicable to such Awards and (ii) the day on which 25% of any
Performance Period applicable to such Awards has expired, or at such other date
as may be required or permitted for “performance-based compensation” under Code
Section 162(m).

     

    13.6.3.                      Settlement
of Awards; Other Terms

     

    Settlement of such Awards shall be in
shares of Stock.  The Committee may, in its discretion, reduce the
amount of a settlement otherwise to be made in connection with such
Awards.  The Committee shall specify the circumstances in which such
Performance or Annual Incentive Awards shall be paid or forfeited in the event
of termination of Service by the Grantee prior to the end of a Performance
Period or settlement of Awards.

     

    13.6.4.                      Performance
Measures

     

                           The
performance goals upon which the payment or vesting of a Performance or Annual
Incentive Award to a Covered Employee that is intended to qualify as
Performance-Based Compensation shall be limited to the following Performance
Measures:

     

                (a)  net
earnings or net income;

     

    (b)  operating
earnings;

     

    (c)  pre-tax
earnings;

     

    (d)  earnings
per share;

     

    (e)  share
price, including growth measures and total stockholder return;

     

    (f)  earnings
before interest and taxes;

     

    (g)  earnings
before interest, taxes, depreciation and/or amortization;

     

    (h)  sales
or revenue growth, whether in general, by type of product or service, or by type
of customer;

     

    
      
        
        

      

      
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    (i)  gross
or operating margins;

     

    (j)  return
measures, including return on assets, capital, investment, equity, sales or
revenue;

     

    (k)  cash
flow, including operating cash flow, free cash flow, cash flow return on equity
and cash flow return on investment;

     

    (l)  productivity
ratios;

     

    (m)  expense
targets;

     

    (n)  market
share for a product or services, or any combination of products and
services;

     

    (o)  financial
ratios as provided in credit agreements of the Company and its
subsidiaries;

     

    (p)  working
capital targets;

     

    (q)  completion
of acquisitions of business or companies;

     

    (r)  completion
of divestitures and asset sales;

     

    (s)  completion
of licensing arrangements;

     

    (t)   completion
of any private or public financing

     

    (u)  entry
into of joint venture or corporate partnering transactions;

     

    (v)  commencement
or completion of specified clinical trials;

     

    (w)  submission
of Investigational New Drug Applications, New Drug Applications, supplemental
New Drug Applications and Biologics License Applications, and in each case,
equivalent filings outside of the United States;

     

    (x)  receipt
of marketing approvals or authorizations for specified pharmaceutical or
biological products;

     

    (y)  revenues
under management; and

     

    (z)  any
combination of any of the foregoing business criteria.

     

    Any Performance Measure(s) may be used
to measure the performance of the Company, Subsidiary, and/or Affiliate as a
whole or any business unit of the Company, Subsidiary, and/or Affiliate or any
combination thereof, as the Committee may deem appropriate, or any of the above
Performance Measures as compared to the performance of a group of comparator
companies, or published or special index that the Committee, in its sole
discretion, deems appropriate, or the Company may select Performance Measure
(e) above as compared to various stock market indices. The Committee also
has the authority to provide for accelerated vesting of any Award based on the
achievement of performance goals pursuant to the Performance Measures specified
in this Section
13.6.4.

     

    
      
        
        

      

      
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    13.6.5.                      Evaluation
of Performance

     

     The Committee may provide in any
such Award that any evaluation of performance may include or exclude any of the
following events that occur during a Performance Period: (a) asset
write-downs; (b) litigation or claim judgments or settlements; (c) the
effect of changes in tax laws, accounting principles, or other laws or
provisions affecting reported results; (d) any reorganization and
restructuring programs; (e) extraordinary nonrecurring items as described
in Accounting Principles Board Opinion No. 30 and/or in management’s
discussion and analysis of financial condition and results of operations
appearing in the Company’s annual report to stockholders for the applicable
year; (f) acquisitions or divestitures; and (g) foreign exchange gains
and losses. To the extent such inclusions or exclusions affect Awards to Covered
Employees, they shall be prescribed in a form that meets the requirements of
Code Section 162(m) for deductibility.

     

    13.6.6.                      Adjustment
of Performance-Based Compensation

     

    Awards that are intended to qualify as
Performance-Based Compensation may not be adjusted upward.  The
Committee shall retain the discretion to adjust such Awards downward, either on
a formula or discretionary basis, or any combination as the Committee
determines.

     

    13.6.7.                      Board
Discretion

     

    In the event that applicable tax and/or
securities laws change to permit Board discretion to alter the governing
Performance Measures without obtaining stockholder approval of such changes, the
Board shall have sole discretion to make such changes without obtaining
stockholder approval provided the exercise of such discretion does not violate
Code Sections 162(m) or 409A. In addition, in the event that the Committee
determines that it is advisable to grant Awards that shall not qualify as
Performance-Based Compensation, the Committee may make such grants without
satisfying the requirements of Code Section 162(m) and base vesting on
Performance Measures other than those set forth in Section 13.6.4.

     

    13.7.           Status
of Section Awards Under Code Section 162(m)

     

    It is the intent of the Company that
Awards under Section
13.6 hereof granted to persons who are designated by the Committee as
likely to be Covered Employees within the meaning of Code Section 162(m) and
regulations thereunder shall, if so designated by the Committee, constitute
“qualified performance-based compensation” within the meaning of Code Section
162(m) and regulations thereunder.  Accordingly, the terms of Section 13.6, including the
definitions of Covered Employee and other terms used therein, shall be
interpreted in a manner consistent with Code Section 162(m) and regulations
thereunder.  The foregoing notwithstanding, because the Committee
cannot determine with certainty whether a given Grantee will be a Covered
Employee with respect to a fiscal year that has not yet been completed, the term
Covered Employee as used herein shall mean only a person designated by the
Committee, at the time of grant of an Award, as likely to be a Covered Employee
with respect to that fiscal year.  If any provision of the Plan or any
agreement relating to such Awards does not comply or is inconsistent with the
requirements of Code Section 162(m) or regulations thereunder, such provision
shall be construed or deemed amended to the extent necessary to conform to such
requirements.

     

    
      
        
        

      

      
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    14.           PARACHUTE
LIMITATIONS

     

    Notwithstanding any other provision of
this Plan or of any other agreement, contract, or understanding heretofore or
hereafter entered into by a Grantee with the Company or any Affiliate, except an
agreement, contract, or understanding that expressly addresses Section 280G or
Section 4999 of the Code or any successor provisions thereto (an “Other
Agreement”), and notwithstanding any formal or informal plan or other
arrangement for the direct or indirect provision of compensation to the Grantee
(including groups or classes of Grantees or beneficiaries of which the Grantee
is a member), whether or not such compensation is deferred, is in cash, or is in
the form of a benefit to or for the Grantee (a “Benefit Arrangement”), if the
Grantee is a “disqualified individual,” as defined in Section 280G(c) of
the Code, any Option, SAR, Restricted Stock, Stock Unit, Performance Share or
Performance Unit held by that Grantee and any right to receive any payment or
other benefit under this Plan shall not become exercisable or vested (i) to
the extent that such right to exercise, vesting, payment, or benefit, taking
into account all other rights, payments, or benefits to or for the Grantee under
this Plan, all Other Agreements, and all Benefit Arrangements, would cause any
payment or benefit to the Grantee under this Plan to be considered a “parachute
payment” within the meaning of Section 280G(b)(2) of the Code as then in
effect (a “Parachute Payment”) and (ii) if, as
a result of receiving a Parachute Payment, the aggregate after-tax amounts
received by the Grantee from the Company under this Plan, all Other Agreements,
and all Benefit Arrangements would be less than the maximum after-tax amount
that could be received by the Grantee without causing any such payment or
benefit to be considered a Parachute Payment.  In the event that the
receipt of any such right to exercise, vesting, payment, or benefit under this
Plan, in conjunction with all other rights, payments, or benefits to or for the
Grantee under any Other Agreement or any Benefit Arrangement would cause the
Grantee to be considered to have received a Parachute Payment under this Plan
that would have the effect of decreasing the after-tax amount received by the
Grantee as described in clause (ii) of the preceding sentence, then the
Grantee shall have the right, in the Grantee’s sole discretion, to designate
those rights, payments, or benefits under this Plan, any Other Agreements, and
any Benefit Arrangements that should be reduced or eliminated so as to avoid
having the payment or benefit to the Grantee under this Plan be deemed to be a
Parachute Payment; provided, however, that in order to comply with Code Section
409A, the reduction or elimination will be performed in the order in which each
dollar of value subject to an Award reduces the Parachute Payment to the
greatest extent.

     

    
      
        
        

      

      
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    15.           REQUIREMENTS
OF LAW

     

    15.1           General

     

    The Company shall not be required to
sell or issue any shares of Stock under any Award if the sale or issuance of
such shares would constitute a violation by the Grantee, any other individual
exercising an Option or SAR, or the Company of any provision of any law or
regulation of any governmental authority, including without limitation any
federal or state securities laws or regulations.  If at any time the
Company shall determine, in its discretion, that the listing, registration or
qualification of any shares  subject to an Award upon any securities
exchange or under any governmental regulatory body is necessary or desirable as
a condition of, or in connection with, the issuance or purchase of shares
hereunder, no shares of Stock may be issued or sold to the Grantee or any other
individual exercising an Option or SAR pursuant to such Award unless such
listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Company, and
any delay caused thereby shall in no way affect the date of termination of the
Award.  Without limiting the generality of the foregoing, in
connection with the Securities Act, upon the exercise of any Option or any SAR
or the delivery of any shares of Stock underlying an Award, unless a
registration statement under such Act is in effect with respect to the shares of
Stock covered by such Award, the Company shall not be required to sell or issue
such shares unless the Committee has received evidence satisfactory to it that
the Grantee or any other individual exercising an Option or SAR may acquire such
shares  pursuant to an exemption from registration under the
Securities Act.  Any determination in this connection by the Committee
shall be final, binding, and conclusive.  The Company may, but shall
in no event be obligated to, register any securities covered hereby pursuant to
the Securities Act.  The Company shall not be obligated to take any
affirmative action in order to cause the exercise of an Option or a SAR or the
issuance of shares of Stock pursuant to the Plan to comply with any law or
regulation of any governmental authority.  As to any jurisdiction that
expressly imposes the requirement that an Option or SAR that may be settled in
shares of Stock shall not be exercisable until the shares of Stock covered by
such Option or SAR are registered or are exempt from registration, the exercise
of such Option or SAR under circumstances in which the laws of such jurisdiction
apply shall be deemed conditioned upon the effectiveness of such registration or
the availability of such an exemption.

     

    15.2           Rule
16b-3

     

    During any time when the Company has a
class of equity security registered under Section 12 of the Exchange Act, it is
the intent of the Company that Awards pursuant to the Plan and the exercise of
Options and SARs granted hereunder will qualify for the exemption provided by
Rule 16b-3 under the Exchange Act.  To the extent that any provision
of the Plan or action by the Board does not comply with the requirements of Rule
16b-3, it shall be deemed inoperative to the extent permitted by law and deemed
advisable by the Board, and shall not affect the validity of the
Plan.  In the event that Rule 16b-3 is revised or replaced, the Board
may exercise its discretion to modify this Plan in any respect necessary to
satisfy the requirements of, or to take advantage of any features of, the
revised exemption or its replacement.

     

    
      
        
        

      

      
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    16.           EFFECT
OF CHANGES IN CAPITALIZATION

     

    16.1           Changes
in Stock

     

    If the number of outstanding shares of
Stock is increased or decreased or the shares of Stock are changed into or
exchanged for a different number or kind of shares or other securities of the
Company on account of any recapitalization, reclassification, stock split,
reverse split, combination of shares, exchange of shares, stock dividend or
other distribution payable in capital stock, or other increase or decrease in
such shares effected without receipt of consideration by the Company occurring
on or after the Effective Date, the number and kinds of shares for which grants
of Options and other Awards may be made under the Plan, including, without
limitation, the limits set forth in Section 6.3, shall be adjusted
proportionately and accordingly by the Company.  In addition, the
number and kind of shares for which Awards are outstanding shall be adjusted
proportionately and accordingly so that the proportionate interest of the
Grantee immediately following such event shall, to the extent practicable, be
the same as immediately before such event.  Any such adjustment in
outstanding Options or SARs shall not change the aggregate Option Price or SAR
Exercise Price payable with respect to shares that are subject to the
unexercised portion of an outstanding Option or SAR, as applicable, but shall
include a corresponding proportionate adjustment in the Option Price or SAR
Exercise Price per share.  The conversion of any convertible
securities of the Company shall not be treated as an increase in shares effected
without receipt of consideration.   Notwithstanding the
foregoing, in the event of any distribution to the Company's stockholders of
securities of any other entity or other assets (including an extraordinary
dividend but excluding a non-extraordinary dividend of the Company) without
receipt of consideration by the Company, the Company shall, in such manner as
the Company deems appropriate, adjust (i) the number and kind of shares subject
to outstanding Awards and/or (ii) the exercise price of outstanding Options and
Stock Appreciation Rights to reflect such distribution.

     

    16.2.   Reorganization
in Which the Company Is the Surviving Entity Which does not Constitute a Change
in Control

     

    Subject to
Section 16.3
hereof, if the Company shall be the surviving entity in any reorganization,
merger, or consolidation of the Company with one or more other entities which
does not constitute a Change in Control, any Awards theretofore granted pursuant
to the Plan, and the remaining shares of Stock subject to the Plan, shall
pertain to and apply to the securities to which a holder of the number of shares
of Stock subject to such Award would have been entitled immediately following
such reorganization, merger, or consolidation.  There shall be a
corresponding proportionate adjustment of the Option Price or SAR Exercise Price
per share with respect to outstanding Options and SARs so that the aggregate
Option Price or SAR Exercise Price thereafter shall be the same as the aggregate
Option Price or SAR Exercise Price of the shares remaining subject to the Option
or SAR immediately prior to such reorganization, merger, or
consolidation.  Subject to any contrary language in an Award Agreement
evidencing an Award, any restrictions applicable to such Award shall apply as
well to any replacement shares received by the Grantee as a result of the
reorganization, merger or consolidation.  In the event of a
transaction described in this Section 16.3, Stock Units
shall be adjusted so as to apply to the securities that a holder of the number
of shares of Stock subject to the Stock Units would have been entitled to
receive immediately following such transaction.

     

    
      
        
        

      

      
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    16.3           Change
in Control in which Awards are not Assumed

     

    Upon the occurrence of a Change in
Control in which outstanding Options, SARs, Stock Units and Restricted Stock are
not being assumed or continued:

     

    (i)  all outstanding shares
of Restricted Stock shall be deemed to have vested, and all Stock Units shall be
deemed to have vested and the shares of Stock subject thereto shall be
delivered, immediately prior to the occurrence of such Change in Control,
and

     

    (ii) either of the following two
actions shall be taken, provided such action does not violate Code Section
409A:

     

    (A) fifteen days prior to the
scheduled consummation of a Change in Control, all Options and SARs outstanding
hereunder shall become immediately exercisable and shall remain exercisable for
a period of fifteen days, or

     

    (B) the Committee may elect, in its
sole discretion, to cancel any outstanding Awards of Options, Restricted Stock,
Stock Units, and/or SARs and pay or deliver, or cause to be paid or delivered,
to the holder thereof an amount in cash or securities having a value (as
determined by the Committee acting in good faith), in the case of Restricted
Stock or Stock Units, equal to the formula or fixed price per share paid to
holders of shares of Stock and, in the case of Options or SARs, equal to the
product of the number of shares of Stock subject to the Option or SAR (the
“Award Shares”) multiplied by the amount, if any, by which (I) the formula or
fixed price per share paid to holders of shares of Stock pursuant to such
transaction exceeds (II) the Option Price or SAR Exercise Price applicable to
such Award Shares, provided, however, that if the Option Price or SAR Exercise
Price exceeds the formula or fixed price per share paid to holders of shares of
Stock pursuant to such transaction, then the Option or SAR may be canceled
without payment or delivery of any consideration.

     

    With respect to the Company's
establishment of an exercise window, (i) any exercise of an Option or SAR during
such fifteen-day period shall be conditioned upon the consummation of the event
and shall be effective only immediately before the consummation of the event,
and (ii) upon consummation of any Change in Control, the Plan and all
outstanding but unexercised Options and SARs shall terminate.  The
Committee shall send notice of an event that will result in such a termination
to all individuals who hold Options and SARs not later than the time at which
the Company gives notice thereof to its stockholders.

     

    Upon the occurrence of a Change in
Control, Performance Shares shall be adjusted as provided in the Award
Agreement.

     

    16.4.           Change
in Control in which Awards are Assumed

     

    The Plan and Options, SARs, Stock Units
and Restricted Stock theretofore granted shall continue in the manner and under
the terms so provided in the event of any Change in Control to the extent that
provision is made in writing in connection with such Change in Control for the
assumption or continuation of the Options, SARs, Stock Units and Restricted
Stock theretofore granted, or for the substitution for such Options, SARs, Stock
Units and Restricted Stock for new common stock options and stock appreciation
rights and new common stock units and restricted stock relating to the stock of
a successor entity, or a parent or subsidiary thereof, with appropriate
adjustments as to the number of shares (disregarding any consideration that is
not common stock) and option and stock appreciation right exercise
prices.

     

    
      
        
        

      

      
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    16.5.           Adjustments

     

    Adjustments under this Section 16 related to
shares of Stock or securities of the Company shall be made by the Committee,
whose determination in that respect shall be final, binding and
conclusive.  No fractional shares or other securities shall be issued
pursuant to any such adjustment, and any fractions resulting from any such
adjustment shall be eliminated in each case by rounding downward to the nearest
whole share. The Committee shall determine the effect of a Change in Control
upon Awards other than Options, SARs, Stock Units and Restricted Stock, and such
effect shall be set forth in the appropriate Award Agreement.  The
Committee may provide in the Award Agreements at the time of grant, or any time
thereafter with the consent of the Grantee, for different provisions to apply to
an Award in place of those described in Sections 16.1, 16.2, 16.3 and
16.4.  This
Section 16 does not
limit the Company’s ability to provide for alternative treatment of Awards
outstanding under the Plan in the event of change of control events that are not
Change in Controls.

     

    16.6.           No
Limitations on Company

     

    The making of Awards pursuant to the
Plan shall not affect or limit in any way the right or power of the Company to
make adjustments, reclassifications, reorganizations, or changes of its capital
or business structure or to merge, consolidate, dissolve, or liquidate, or to
sell or transfer all or any part of its business or assets.

     

    17.           GENERAL
PROVISIONS

     

    17.1.           Disclaimer
of Rights

     

    No provision in the Plan or in any
Award or Award Agreement shall be construed to confer upon any individual the
right to remain in the employ or service of the Company or any Affiliate, or to
interfere in any way with any contractual or other right or authority of the
Company either to increase or decrease the compensation or other payments to any
individual at any time, or to terminate any employment or other relationship
between any individual and the Company or any Affiliate.  In addition,
notwithstanding anything contained in the Plan to the contrary, unless otherwise
stated in the applicable Award Agreement, no Award granted under the Plan shall
be affected by any change of duties or position of the Grantee, so long as such
Grantee continues to be a director, officer, consultant or employee of the
Company or an Affiliate.  The obligation of the Company to pay any
benefits pursuant to this Plan shall be interpreted as a contractual obligation
to pay only those amounts described herein, in the manner and under the
conditions prescribed herein.  The Plan shall in no way be interpreted
to require the Company to transfer any amounts to a third party trustee or
otherwise hold any amounts in trust or escrow for payment to any Grantee or
beneficiary under the terms of the Plan.

     

    
      
        
        

      

      
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    17.2.           Non-exclusivity
of the Plan

     

    Neither the adoption of the Plan nor
the submission of the Plan to the stockholders of the Company for approval shall
be construed as creating any limitations upon the right and authority of the
Committee to adopt such other incentive compensation arrangements (which
arrangements may be applicable either generally to a class or classes of
individuals or specifically to a particular individual or particular
individuals) as the Committee in its discretion determines desirable, including,
without limitation, the granting of stock options otherwise than under the
Plan.

     

    17.3.           Withholding
Taxes

     

    The Company or an Affiliate, as the
case may be, shall have the right to deduct from payments of any kind otherwise
due to a Grantee any federal, state, or local taxes of any kind required by law
to be withheld with respect to the vesting of or other lapse of restrictions
applicable to an Award or upon the issuance of any shares of Stock upon the
exercise of an Option or pursuant to an Award or at any other time tax
withholding is required.  At the time of such vesting, lapse, exercise
or share issuance or at such other time tax withholding is required, the Grantee
shall pay in cash to the Company or the Affiliate, as the case may be, any
amount that the Company or the Affiliate may reasonably determine to be
necessary to satisfy such withholding obligation.  Subject to the
prior approval of the Board or Committee or the Affiliate, which may be withheld
by the Board, Committee or the Affiliate, as the case may be, in its sole
discretion, the Grantee may elect to satisfy such obligations, in whole or in
part, (i) by causing the Company or the Affiliate to withhold shares of
Stock otherwise issuable to the Grantee or (ii) by delivering to the
Company or the Affiliate shares of Stock already owned by the
Grantee.  The shares of Stock so delivered or withheld shall have an
aggregate Fair Market Value equal to such withholding
obligations.  The Fair Market Value of the shares of Stock used to
satisfy such withholding obligation shall be determined by the Company or the
Affiliate as of the date that the amount of tax to be withheld is to be
determined.  A Grantee who has made an election pursuant to this Section 17.3 may satisfy
his or her withholding obligation only with shares of Stock that are not subject
to any repurchase, forfeiture, unfulfilled vesting, or other similar
requirements.  The maximum number of shares of Stock that may be
withheld from any Award to satisfy any federal, state or local tax withholding
requirements upon the exercise, vesting, lapse of restrictions applicable to
such Award or payment of shares pursuant to such Award, as applicable, cannot
exceed such number of shares having a Fair Market Value equal to the minimum
statutory amount required by the Company to be withheld and paid to any such
federal, state or local taxing authority with respect to such exercise, vesting,
lapse of restrictions or payment of shares.

     

    17.4.           Captions

     

    The use of captions in this Plan or any
Award Agreement is for the convenience of reference only and shall not affect
the meaning of any provision of the Plan or such Award Agreement.

     

    
      
        
        

      

      
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    17.5.           Other
Provisions

     

    Each Award granted under the Plan may
contain such other terms and conditions not inconsistent with the Plan as may be
determined by the Committee, in its sole discretion.

     

    17.6.           Number
and Gender

     

    With respect to words used in this
Plan, the singular form shall include the plural form, the masculine gender
shall include the feminine gender, etc., as the context requires.

     

    17.7.           Severability

     

    If any provision of the Plan or any
Award Agreement shall be determined to be illegal or unenforceable by any court
of law in any jurisdiction, the remaining provisions hereof and thereof shall be
severable and enforceable in accordance with their terms, and all provisions
shall remain enforceable in any other jurisdiction.

     

    17.8.           Governing
Law

     

    The
validity and construction of this Plan and the instruments evidencing the Awards
hereunder shall be governed by the laws of the State of Delaware, other than any
conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of this Plan and the instruments evidencing the
Awards granted hereunder to the substantive laws of any other
jurisdiction.

     

    17.9.           Section
409A of the Code

     

    The
Company intends to comply with Section 409A of the Code ("Section 409A"), or an
exemption to Section 409A, with regard to Awards hereunder that constitute
nonqualified deferred compensation within the meaning of Section
409A.  To the extent that the Company determines that a Grantee would
be subject to the additional 20% tax imposed on certain nonqualified deferred
compensation plans pursuant to Section 409A as a result of any provision of any
Award granted under this Plan or any provision of the Plan, such provision shall
be deemed amended to the minimum extent necessary to avoid application of such
additional tax.  The nature of any such amendment shall be determined
by the Committee.  Notwithstanding the foregoing, Grantees are solely
responsible for the tax consequences to them of Awards under the Plan including
any tax consequences under Code Section 409A.

     

    


     

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