etrials_10qsb-ex1047.htm


    
      

    

     

    Exhibit
      10.47

     

    
       

      
        


        Approved
          by Board of Directors on August 9, 2005

        Approved
          by Shareholders on February 9, 2006

        Name
          Change Amendment approved by Board of Directors on February 22,
          2006

        Section
          3.1 First Amendment approved by Board of Directors on April 6,
          2006

        Section
          3.1 First Amendment approved by Shareholders on June 13,
          2006.

        Section
          3.1 Second Amendment approved by Board of Directors on May 18, 2007


        Section
          3.1 Second Amendment approval by Shareholders is pending

        Code
          Section 409A Amendments approved by the Board of Directors on September
          7,
          2007.

        


        


        etrials
          Worldwide, Inc.

        (formerly
          CEA Acquisition Corporation)

        


        2005
          Performance Equity Plan

         

        1.    Purpose;
          Definitions.

         

        1.1  Purpose.
          The
          purpose of the etrials Worldwide, Inc. 2005 Performance Equity Plan is
          to enable
          the Company to offer to its employees, officers, directors and consultants
          whose
          past, present and/or potential contributions to the Company and its Subsidiaries
          have been, are or will be important to the success of the Company, an
          opportunity to acquire a proprietary interest in the Company. The various
          types
          of long-term incentive awards that may be provided under the Plan will
          enable
          the Company to respond to changes in compensation practices, tax laws,
          accounting regulations and the size and diversity of its
          businesses.

         

        1.2  Definitions.
          For
          purposes of the Plan, the following terms will have the meanings set forth
          below:

         

        (a)  “Agreement”
          means the agreement between the Company and the Holder, including any amendment
          thereto or such other document as may be determined by the Committee, setting
          forth the terms and conditions of an award under the Plan.

         

        (b)  “Board”
          means the Board of Directors of the Company.

         

        (c)  “Code”
          means the Internal Revenue Code of 1986, as amended from time to
          time.

         

        (d)  “Committee”
          means the Compensation Committee of the Board or any other committee of
          the
          Board that the Board may designate to administer the Plan or any portion
          thereof. If no Committee is so designated, then all references in this
          Plan to
“Committee” will mean the Board.

         

        (e)  “Common
          Stock” means the Common Stock of the Company, $0.0001 par value per
          share.

         

        (f)  “Company”
          means etrials Worldwide, Inc. (formerly CEA Acquisition Corporation), a
          corporation organized under the laws of the State of Delaware.

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

           

        

        (g)  “Disability”
          means physical or mental impairment as determined under procedures established
          by the Committee for purposes of the Plan.

         

        (h)  “Effective
          Date” means the date set forth in Section 12.1, below.

         

        (i)  “Fair
          Market Value”, unless otherwise required by any applicable provision of the Code
          or any regulations issued thereunder, means, as of any given date: (i)
          if the
          Common Stock is listed on a national securities exchange or quoted on the
          Nasdaq
          National Market or Nasdaq SmallCap Market, the last sale price of the Common
          Stock in the principal trading market for the Common Stock on such date,
          as
          reported by the exchange or Nasdaq, as the case may be; (ii) if the Common
          Stock
          is not listed on a national securities exchange or quoted on the Nasdaq
          National
          Market or Nasdaq SmallCap Market, but is traded in the over-the-counter
          market,
          the closing bid price for the Common Stock on such date, as reported by
          the OTC
          Bulletin Board or the National Quotation Bureau, Incorporated or similar
          publisher of such quotations; and (iii) if the fair market value of the
          Common
          Stock cannot be determined pursuant to clause (i) or (ii) above, such price
          as
          the Committee determines in good faith.

         

        (j)  “Holder”
          means a person who has received an award under the Plan.

         

        (k)  “Incentive
          Stock Option” means any Stock Option intended to be and designated as an
“incentive stock option” within the meaning of Section 422 of the Code.


         

        (l)  “Nonqualified
          Stock Option” means any Stock Option that is not an Incentive Stock
          Option.

         

        (m)  “Normal
          Retirement” means retirement from active employment with the Company or any
          Subsidiary on or after such age which may be designated by the Committee
          as
“retirement age” for any particular Holder. If no age is designated, it will be
          65.

         

        (n)  “Other
          Stock-Based Award” means an award under Section 9, below, that is valued in
          whole or in part by reference to, or is otherwise based upon, Common
          Stock.

         

        (o)  “Parent”
          means any present or future “parent corporation” of the Company, as such term is
          defined in Section 424(e) of the Code.

         

        (p)  “Plan”
          means the etrials Worldwide, Inc. 2005 Performance Equity Plan, as hereinafter
          amended from time to time.

         

        (q)  “Repurchase
          Value” means the Fair Market Value in the event the award to be settled under
          Section 2.2(h) or repurchased under Section 10.2 is comprised of shares
          of
          Common Stock and means the difference between Fair Market Value and the
          Exercise
          Price (if lower than Fair Market Value) in the event the award is a Stock
          Option
          or Stock Appreciation Right; in each case, multiplied by the number of
          shares
          subject to the award.

         

        (r)  “Restricted
          Stock” means Common Stock received under an award made pursuant to
          Section 7, below, that is subject to restrictions under said Section
          7.

         

        
          
            
            

          

          
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        (s)  “SAR
          Value” means the excess of the Fair Market Value (on the exercise date) over the
          exercise price that the participant would have otherwise had to pay to
          exercise
          the related Stock Option, multiplied by the number of shares for which
          the Stock
          Appreciation Right is exercised.

         

        (t)  “Stock
          Appreciation Right” means the right to receive from the Company, on surrender of
          all or part of the related Stock Option, without a cash payment to the
          Company,
          a number of shares of Common Stock equal to the SAR Value divided by the
          Fair
          Market Value (on the exercise date).

         

        (u)  “Stock
          Option” or “Option” means any option to purchase shares of Common Stock which is
          granted pursuant to the Plan.

         

        (v)  “Stock
          Reload Option” means any option granted under Section 5.3 of the
          Plan.

         

        (w)  “Subsidiary”
          means any present or future “subsidiary corporation” of the Company, as such
          term is defined in Section 424(f) of the Code.

         

        (x)  “Vest”
          means to become exercisable or to otherwise obtain ownership rights in
          an
          award.

         

        2.    Administration.

         

        2.1  Committee
          Membership.
          The
          Plan will be administered by the Board or a Committee. Committee members
          will
          serve for such term as the Board may in each case determine, and are subject
          to
          removal at any time by the Board. The Committee members, to the extent
          possible
          and deemed to be appropriate by the Board, will be “non-employee directors” as
          defined in Rule 16b-3 promulgated under the Securities Exchange Act of
          1934, as
          amended (“Exchange Act”), and “outside directors” within the meaning of Section
          162(m) of the Code.

         

        2.2  Powers
          of Committee.
          The
          Committee has full authority to award, pursuant to the terms of the Plan:
          (i)
          Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock,
          (iv)
          Stock Reload Options and/or (v) Other Stock-Based Awards. For purposes
          of
          illustration and not of limitation, the Committee has the authority (subject
          to
          the express provisions of this Plan):

         

        (a)  to
          select
          the officers, employees, directors and consultants of the Company or any
          Subsidiary to whom Stock Options, Stock Appreciation Rights, Restricted
          Stock,
          Deferred Stock, Reload Stock Options and/or Other Stock-Based Awards may
          from
          time to time be awarded hereunder.

         

        (b)  to
          determine the terms and conditions, not inconsistent with the terms of
          the Plan,
          of any award granted hereunder (including, but not limited to, number of
          shares,
          share exercise price or types of consideration paid upon exercise of such
          options, such as other securities of the Company or other property, any
          restrictions or limitations, and any vesting, exchange, surrender, cancellation,
          acceleration, termination, exercise or forfeiture provisions, as the Committee
          may determine);

         

        
          
            
            

          

          
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        (c)  to
          determine any specified performance goals or such other factors or criteria
          which need to be attained for the vesting of an award granted
          hereunder;

         

        (d)  to
          determine the terms and conditions under which awards granted hereunder
          are to
          operate on a tandem basis and/or in conjunction with or apart from other
          equity
          awarded under this Plan and cash and non-cash awards made by the Company
          or any
          Subsidiary outside of this Plan;

         

        (e)  to
          substitute (i) new Stock Options for previously granted Stock Options,
          which
          previously granted Stock Options have higher option exercise prices and/or
          contain other less favorable terms, and (ii) new awards of any other type
          for
          previously granted awards of the same type, which previously granted awards
          are
          upon less favorable terms; and

         

        (f)  to
          make
          payments and distributions with respect to awards (i.e.,
          to
“settle” awards) through cash payments in an amount equal to the Repurchase
          Value.

         

        Notwithstanding
          anything contained herein to the contrary, the Committee shall not grant
          to any
          one Holder in any one calendar year awards for more than 500,000 shares
          in the
          aggregate.

         

        2.3  Interpretation
          of Plan.

         

        (a)  Committee
          Authority.
          Subject
          to Section 11, below, the Committee has the authority to adopt, alter and
          repeal
          such administrative rules, guidelines and practices governing the Plan
          as it
          from time to time deems advisable to interpret the terms and provisions
          of the
          Plan and any award issued under the Plan (and to determine the form and
          substance of all Agreements relating thereto), and to otherwise supervise
          the
          administration of the Plan. Subject to Section 11, below, all decisions
          made by
          the Committee pursuant to the provisions of the Plan will be made in the
          Committee’s sole discretion and will be final and binding upon all persons,
          including the Company, its Subsidiaries and Holders.

         

        (b)  Incentive
          Stock Options.
          Anything in the Plan to the contrary notwithstanding, no term or provision
          of
          the Plan relating to Incentive Stock Options (including but not limited
          to Stock
          Reload Options or Stock Appreciation rights granted in conjunction with
          an
          Incentive Stock Option) or any Agreement providing for Incentive Stock
          Options
          will be interpreted, amended or altered, nor will any discretion or authority
          granted under the Plan be so exercised, so as to disqualify the Plan under
          Section 422 of the Code or, without the consent of the Holder(s) affected,
          to
          disqualify any Incentive Stock Option under such Section 422.

            

        3.    Stock
          Subject to Plan.

         

        3.1  Number
          of Shares.
          The
          total number of shares of Common Stock reserved and available for issuance
          under
          the Plan is 3,500,000 shares. Shares of Common Stock under the Plan may
          consist,
          in whole or in part, of authorized and unissued shares or treasury shares.
          If
          any shares of Common Stock that have been granted pursuant to a Stock Option
          cease to be subject to a Stock Option, or if any shares of Common Stock
          that are
          subject to any Stock Appreciation Right, Restricted Stock award, Reload
          Stock
          Option or Other Stock-Based Award granted hereunder are forfeited or any
          such
          award otherwise terminates without a payment being made to the Holder in
          the
          form of Common Stock, such shares will again be available for distribution
          in
          connection with future grants and awards under the Plan. If a Holder pays
          the
          exercise price of a Stock Option by surrendering any previously owned shares
          and/or arranges to have the appropriate number of shares otherwise issuable
          upon
          exercise withheld to cover the withholding tax liability associated with
          the
          Stock Option exercise, then the number of shares available under the Plan
          will
          be increased by the lesser of (i) the number of such surrendered shares
          and
          shares used to pay taxes; and (ii) the number of shares purchased under
          such
          Stock Option.

         

        
          
            
            

          

          
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        3.2  Adjustment
          Upon Changes in Capitalization, Etc.
          In the
          event of any merger, reorganization, consolidation, common stock dividend
          payable on shares of Common Stock, Common Stock split or reverse split,
          combination or exchange of shares of Common Stock, or other extraordinary
          or
          unusual event which results in a change in the shares of Common Stock of
          the
          Company as a whole, the Committee will determine, in its sole discretion,
          whether such change equitably requires an adjustment in the terms of any
          award
          (including number of shares subject to the award and the exercise price)
          or the
          aggregate number of shares reserved for issuance under the Plan. Any such
          adjustments will be made by the Committee, whose determination will be
          final,
          binding and conclusive.

         

        4.    Eligibility.

         

        Awards
          may be made or granted to employees, officers, directors and consultants
          who are
          deemed to have rendered or to be able to render significant services to
          the
          Company or its Subsidiaries and who are deemed to have contributed or to
          have
          the potential to contribute to the success of the Company. No Incentive
          Stock
          Option will be granted to any person who is not an employee of the Company
          or a
          Subsidiary at the time of grant. Notwithstanding the foregoing, an award
          may be
          made or granted to a person in connection with his hiring or retention,
          or at
          any time on or after the date he reaches an agreement (oral or written)
          with the
          Company with respect to such hiring or retention, even though it may be
          prior to
          the date the person first performs services for the Company or its Subsidiaries;
          provided,
          however, that
          no
          portion of any such award will vest prior to the date the person first
          performs
          such services.

         

        5.    Stock
          Options.

         

        5.1  Grant
          and Exercise.
          Stock
          Options granted under the Plan may be of two types: (i) Incentive Stock
          Options
          and (ii) Nonqualified Stock Options. Any Stock Option granted under the
          Plan
          will contain such terms, not inconsistent with this Plan, or with respect
          to
          Incentive Stock Options, not inconsistent with the Plan and the Code, as
          the
          Committee may from time to time approve. The Committee has the authority
          to
          grant Incentive Stock Options or Non-Qualified Stock Options, or both types
          of
          Stock Options which may be granted alone or in addition to other awards
          granted
          under the Plan. To the extent that any Stock Option intended to qualify
          as an
          Incentive Stock Option does not so qualify, it will constitute a separate
          Nonqualified Stock Option.

         

        
          
            
            

          

          
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        5.2  Terms
          and Conditions.
          Stock
          Options granted under the Plan are subject to the following terms and
          conditions:

         

        (a)  Option
          Term.
          The
          term of each Stock Option will be fixed by the Committee; provided, however,
          that an Incentive Stock Option may be granted only within the ten-year
          period
          commencing from the Effective Date and may only be exercised within ten
          years of
          the date of grant (or five years in the case of an Incentive Stock Option
          granted to an optionee who, at the time of grant, owns Common Stock possessing
          more than 10% of the total combined voting power of all classes of voting
          stock
          of the Company (“10% Shareholder”).

         

        (b)  Exercise
          Price.
          The
          exercise price per share of Common Stock purchasable under a Stock Option
          will
          be determined by the Committee at the time of grant and may not be less
          than
          100% of the Fair Market Value on the date of grant (or, if greater, the
          par
          value of a share of Common Stock); provided,
          however, that
          (i)
          the exercise price of an Incentive Stock Option granted to a 10% Shareholder
          will not be less than 110% of the Fair Market Value on the date of grant;
          and
          (ii) if the Stock Option is granted in connection with the recipient’s hiring,
          retention, reaching an agreement (oral or written) with the Company with
          respect
          to such hiring or retention, promotion or similar event, the option exercise
          price may be not less than the Fair Market Value on the date on which the
          recipient is hired or retained, reached such agreement with respect to
          such
          hiring or retention, or is promoted (or similar event), if the grant of
          the
          Stock Option occurs not more than 120 days after the date of such hiring,
          retention, agreement, promotion or other event.

         

        (c)  Exercisability.
          Stock
          Options are exercisable at such time or times and subject to such terms
          and
          conditions as are determined by the Committee and as set forth in Section
          10,
          below. If the Committee provides, in its discretion, that any Stock Option
          is
          exercisable only in installments, i.e., that it vests over time, the Committee
          may waive such installment exercise provisions at any time at or after
          the time
          of grant in whole or in part, based upon such factors as the Committee
          determines.

         

        (d)  Method
          of Exercise.
          Subject
          to whatever installment, exercise and waiting period provisions are applicable
          in a particular case, Stock Options may be exercised in whole or in part
          at any
          time during the term of the Option by giving written notice of exercise
          to the
          Company specifying the number of shares of Common Stock to be purchased.
          Such
          notice will be accompanied by payment in full of the purchase price, which
          will
          be in cash or, if provided in the Agreement, either in shares of Common
          Stock
          (including Restricted Stock and other contingent awards under this Plan)
          or
          partly in cash and partly in such Common Stock, or such other means which
          the
          Committee determines are consistent with the Plan’s purpose and applicable law.
          Cash payments will be made by wire transfer, certified or bank check or
          personal
          check, in each case payable to the order of the Company; provided, however,
          that
          the Company will not be required to deliver certificates for shares of
          Common
          Stock with respect to which an Option is exercised until the Company has
          confirmed the receipt of good and available funds in payment of the purchase
          price thereof (except that, in the case of an exercise arrangement approved
          by
          the Committee and described in the last sentence of this paragraph, payment
          may
          be made as soon as practicable after the exercise). Payments in the form
          of
          Common Stock will be valued at the Fair Market Value on the date prior
          to the
          date of exercise. Such payments will be made by delivery of stock certificates
          in negotiable form that are effective to transfer good and valid title
          thereto
          to the Company, free of any liens or encumbrances. A Holder will have none
          of
          the rights of a shareholder with respect to the shares subject to the Option
          until such shares are transferred to the Holder upon the exercise of the
          Option.
          The Committee may permit a Holder to elect to pay the Exercise Price upon
          the
          exercise of a Stock Option by irrevocably authorizing a third party to
          sell
          shares of Common Stock (or a sufficient portion of the shares) acquired
          upon
          exercise of the Stock Option and remit to the Company a sufficient portion
          of
          the sale proceeds to pay the entire Exercise Price and any tax withholding
          resulting from such exercise.

         

        
          
            
            

          

          
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        (e)  Transferability.
          Except
          as may be set forth in the next sentence of this Section or in the Agreement,
          no
          Stock Option is transferable by the Holder other than by will or by the
          laws of
          descent and distribution, and all Stock Options are exercisable, during
          the
          Holder’s lifetime, only by the Holder (or, to the extent of legal incapacity or
          incompetency, the Holder’s guardian or legal representative). Notwithstanding
          the foregoing, a Holder, with the approval of the Committee, may transfer
          a
          Nonqualified Stock Option (i) (A) by gift, for no consideration, or (B)
          pursuant
          to a domestic relations order, in either case, to or for the benefit of
          the
          Holder’s “Immediate Family” (as defined below), or (ii) to an entity in which
          the Holder and/or members of Holder’s Immediate Family own more than 50% of the
          voting interest, in exchange for an interest in that entity, subject to
          such
          limits as the Committee may establish, and the transferee will remain subject
          to
          all the terms and conditions applicable to the Stock Option prior to such
          transfer; provided, however, that a Nonqualified Stock Option issued with
          an
          exercise price that is below Fair Market Value on the date of grant may
          not be
          transferred other than pursuant to a domestic relations order (as defined
          in
          Section 414(p)(1)(B) of the Code). The term “Immediate Family” means any child,
          stepchild, grandchild, parent, stepparent, grandparent, spouse, former
          spouse,
          sibling, niece, nephew, mother-in-law, father-in-law, son-in-law,
          daughter-in-law, brother-in-law or sister-in-law, including adoptive
          relationships, any person sharing the Holder’s household (other than a tenant or
          employee), a trust in which these persons have more than 50% beneficial
          interest, and a foundation in which these persons (or the Holder) control
          the
          management of the assets.

         

        (f)  Termination
          by Reason of Death.
          If a
          Holder’s employment by the Company or a Subsidiary terminates by reason of
          death, any Stock Option held by such Holder, unless otherwise determined
          by the
          Committee and set forth in the Agreement, will thereupon automatically
          terminate, except that the portion of such Stock Option that has vested
          on the
          date of death may thereafter be exercised by the legal representative of
          the
          estate or by the legatee of the Holder under the will of the Holder, for
          a
          period of one year (or such other greater or lesser period as the Committee
          may
          specify in the Agreement) from the date of such death or until the expiration
          of
          the stated term of such Stock Option, whichever period is shorter.

         

        (g)  Termination
          by Reason of Disability.
          If a
          Holder’s employment by the Company or any Subsidiary terminates by reason of
          Disability, any Stock Option held by such Holder, unless otherwise determined
          by
          the Committee and set forth in the Agreement, will thereupon automatically
          terminate, except that the portion of such Stock Option that has vested
          on the
          date of termination may thereafter be exercised by the Holder for a period
          of
          one year (or such other greater or lesser period as the Committee may specify
          in
          the Agreement) from the date of such termination of employment or until
          the
          expiration of the stated term of such Stock Option, whichever period is
          shorter.

         

        
          
            
            

          

          
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        (h)  Termination
          by Reason of Normal Retirement.
          Subject
          to the provisions of Section 13.3, if such Holder’s employment or retention by,
          or association with, the Company or any Subsidiary terminates due to Normal
          Retirement, then the portion of such Stock Option that has vested on the
          date of
          termination of employment may be exercised for the lesser of three years
          after
          termination of employment (or such other greater or lesser period as the
          Committee may specify in the Agreement) or the balance of such Stock Option’s
          term. 

         

        (i)  Other
          Termination.
          Subject
          to the provisions of Section 13.3, if such Holder’s employment or retention by,
          or association with, the Company or any Subsidiary terminates for any reason
          other than death, Disability or Normal Retirement, unless otherwise determined
          by the Committee and set forth in the Agreement, the Stock Option will
          thereupon
          automatically terminate, except that if the Holder’s employment is terminated by
          the Company or a Subsidiary without cause, then the portion of such Stock
          Option
          that has vested on the date of termination of employment may be exercised
          for
          the lesser of three months after termination of employment (or such other
          greater or lesser period as the Committee may specify in the Agreement)
          or the
          balance of such Stock Option’s term.

         

        (j)  Additional
          Incentive Stock Option Limitation.
          In the
          case of an Incentive Stock Option, the aggregate Fair Market Value (on
          the date
          of grant of the Option) with respect to which Incentive Stock Options become
          exercisable for the first time by a Holder during any calendar year (under
          all
          such plans of the Company and its Parent and Subsidiaries) may not exceed
          $100,000.

         

        (k)  Buyout
          and Settlement Provisions.
          The
          Committee may at any time, in its sole discretion, offer to repurchase
          a Stock
          Option previously granted, based upon such terms and conditions as the
          Committee
          establishes and communicates to the Holder at the time that such offer
          is
          made.

         

        5.3  Stock
          Reload Option.
          If a
          Holder tenders shares of Common Stock to pay the exercise price of a Stock
          Option (“Underlying Option”) and/or arranges to have a portion of the shares
          otherwise issuable upon exercise withheld to pay the applicable withholding
          taxes, then the Holder may receive, at the discretion of the Committee,
          a new
          Stock Reload Option to purchase that number of shares of Common Stock equal
          to
          the number of shares tendered to pay the exercise price and the withholding
          taxes (but only if such tendered shares were held by the Holder for at
          least six
          months). Stock Reload Options may be any type of option permitted under
          the Code
          and will be granted subject to such terms, conditions, restrictions and
          limitations as may be determined by the Committee from time to time. Such
          Stock
          Reload Option will have an exercise price equal to the Fair Market Value
          as of
          the date of grant of the Stock Reload Option. Unless the Committee determines
          otherwise, a Stock Reload Option may be exercised commencing one year after
          it
          is granted and will expire on the date of expiration of the Underlying
          Option to
          which the Reload Option is related.

         

        6.    Stock
          Appreciation Rights.

         

        6.1  Grant
          and Exercise.
          The
          Committee may grant Stock Appreciation Rights to participants who have
          been or
          are being granted Stock Options under the Plan as a means of allowing such
          participants to exercise their Stock Options without the need to pay the
          exercise price in cash. In the case of a Nonqualified Stock Option, a Stock
          Appreciation Right may be granted either at or after the time of the grant
          of
          such Nonqualified Stock Option. In the case of an Incentive Stock Option,
          a
          Stock Appreciation Right may be granted only at the time of the grant of
          such
          Incentive Stock Option.

         

        
          
            
            

          

          
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        6.2  Terms
          and Conditions.
          Stock
          Appreciation Rights are subject to the following terms and
          conditions:

         

        (a)  Exercisability.
          Stock
          Appreciation Rights are exercisable as determined by the Committee and
          set forth
          in the Agreement, subject to the limitations, if any, imposed by the Code
          with
          respect to related Incentive Stock Options.

         

        (b)  Termination.
          A Stock
          Appreciation Right will terminate and will no longer be exercisable upon
          the
          termination or exercise of the related Stock Option.

         

        (c)  Method
          of Exercise.
          Stock
          Appreciation Rights are exercisable upon such terms and conditions as may
          be
          determined by the Committee and set forth in the Agreement and by surrendering
          the applicable portion of the related Stock Option. Upon such exercise
          and
          surrender, the Holder will be entitled to receive a number of shares of
          Common
          Stock equal to the SAR Value divided by the Fair Market Value on the date
          the
          Stock Appreciation Right is exercised.

         

        (d)  Shares
          Affected Upon Plan.
          The
          granting of a Stock Appreciation Right will not affect the number of shares
          of
          Common Stock available for awards under the Plan. The number of shares
          available
          for awards under the Plan will, however, be reduced by the number of shares
          of
          Common Stock acquirable upon exercise of the Stock Option to which such
          Stock
          Appreciation Right relates.

         

        7.    Restricted
          Stock.

         

        7.1  Grant.
          Shares
          of Restricted Stock may be awarded either alone or in addition to other
          awards
          granted under the Plan. The Committee determines the eligible persons to
          whom,
          and the time or times at which, grants of Restricted Stock will be awarded,
          the
          number of shares to be awarded, the price (if any) to be paid by the Holder,
          the
          time or times within which such awards are subject to forfeiture (“Restriction
          Period”), the vesting schedule and rights to acceleration thereof and all other
          terms and conditions of the awards.

         

        7.2  Terms
          and Conditions.
          Each
          Restricted Stock award is subject to the following terms and
          conditions:

         

        (a)  Certificates.
          Restricted Stock, when issued, will be represented by a stock certificate
          or
          certificates registered in the name of the Holder to whom such Restricted
          Stock
          has been awarded. During the Restriction Period, certificates representing
          the
          Restricted Stock and any securities constituting Retained Distributions
          (as
          defined below) will bear a legend to the effect that ownership of the Restricted
          Stock (and such Retained Distributions) and the enjoyment of all rights
          appurtenant thereto are subject to the restrictions, terms and conditions
          provided in the Plan and the Agreement. Such certificates will be deposited
          by
          the Holder with the Company, together with stock powers or other instruments
          of
          assignment, each endorsed in blank, which will permit transfer to the Company
          of
          all or any portion of the Restricted Stock and any securities constituting
          Retained Distributions that are forfeited or that do not become vested
          in
          accordance with the Plan and the Agreement.

         

        
          
            
            

          

          
            9

            
              

            

          

          
            
            

          

           

        

        (b)  Rights
          of Holder.
          Restricted Stock will constitute issued and outstanding shares of Common
          Stock
          for all corporate purposes. The Holder will have the right to vote such
          Restricted Stock, to receive and retain all regular cash dividends and
          other
          cash equivalent distributions as the Board may in its sole discretion designate,
          pay or distribute on such Restricted Stock and to exercise all other rights,
          powers and privileges of a holder of Common Stock with respect to such
          Restricted Stock, with the exceptions that (i) the Holder will not be entitled
          to delivery of the stock certificate or certificates representing such
          Restricted Stock until the Restriction Period has expired and unless all
          other
          vesting requirements with respect thereto has been fulfilled; (ii) the
          Company
          will retain custody of the stock certificate or certificates representing
          the
          Restricted Stock during the Restriction Period; (iii) other than regular
          cash
          dividends and other cash equivalent distributions as the Board may in its
          sole
          discretion designate, pay or distribute, the Company will retain custody
          of all
          distributions (“Retained Distributions”) made or declared with respect to the
          Restricted Stock (and such Retained Distributions are subject to the same
          restrictions, terms and conditions as are applicable to the Restricted
          Stock)
          until such time, if ever, as the Restricted Stock with respect to which
          such
          Retained Distributions has been made, paid or declared has vested and with
          respect to which the Restriction Period has expired; (iv) a breach of any
          of the
          restrictions, terms or conditions contained in this Plan or the Agreement
          or
          otherwise established by the Committee with respect to any Restricted Stock
          or
          Retained Distributions will cause a forfeiture of such Restricted Stock
          and any
          Retained Distributions with respect thereto.

         

        (c)  Vesting;
          Forfeiture.
          Upon
          the expiration of the Restriction Period with respect to each award of
          Restricted Stock and the satisfaction of any other applicable restrictions,
          terms and conditions (i) all or part of such Restricted Stock will become
          vested
          in accordance with the terms of the Agreement, subject to Section 10, below,
          and
          (ii) any Retained Distributions with respect to such Restricted Stock will
          become vested to the extent that the Restricted Stock related thereto has
          vested, subject to Section 10, below. Any such Restricted Stock and Retained
          Distributions that do not vest will be forfeited to the Company and the
          Holder
          will not thereafter have any rights with respect to such Restricted Stock
          and
          Retained Distributions that has been so forfeited.

         

        8.    [Intentionally
          omitted] 

         

        9.    Other
          Stock-Based Awards.

         

        Other
          Stock-Based Awards may be awarded, subject to limitations under applicable
          law,
          that are denominated or payable in, valued in whole or in part by reference
          to,
          or otherwise based on or related to, shares of Common Stock, as deemed
          by the
          Committee to be consistent with the purposes of the Plan, including, without
          limitation, purchase rights, shares of Common Stock awarded which are not
          subject to any restrictions or conditions, convertible or exchangeable
          debentures, or other rights convertible into shares of Common Stock and
          awards
          valued by reference to the value of securities of or the performance of
          specified Subsidiaries. Other Stock-Based Awards may be awarded either
          alone or
          in addition to or in tandem with any other awards under this Plan or any
          other
          plan of the Company. Each other Stock-Based Award is subject to such terms
          and
          conditions as may be determined by the Committee.

         

        
          
            
            

          

          
            10

            
              

            

          

          
            
            

          

           

        

        10.   Accelerated
          Vesting and Exercisability.

         

        10.1  Non-Approved
          Transactions.
          If any
“person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act
          of 1934, as amended (“Exchange Act”)), is or becomes the “beneficial owner” (as
          referred in Rule 13d-3 under the Exchange Act), directly or indirectly,
          of
          securities of the Company representing 25% or more of the combined voting
          power
          of the Company’s then outstanding securities in one or more transactions, and
          the Board does not authorize or otherwise approve such acquisition, then
          the
          vesting periods of any and all Stock Options and other awards granted and
          outstanding under the Plan will be accelerated and all such Stock Options
          and
          awards will immediately and entirely vest, and the respective holders thereof
          will have the immediate right to purchase and/or receive any and all Common
          Stock subject to such Stock Options and awards on the terms set forth in
          this
          Plan and the respective agreements respecting such Stock Options and awards.
          

         

        10.2  Approved
          Transactions.
          The
          Committee may, in the event of an acquisition of substantially all of the
          Company’s assets or at least 50% of the combined voting power of the Company’s
          then outstanding securities in one or more transactions (including by way
          of
          merger or reorganization) which has been approved by the Company’s Board of
          Directors, (i) accelerate the vesting of any and all Stock Options and
          other
          awards granted and outstanding under the Plan, and (ii) require a Holder
          of any
          award granted under this Plan to relinquish such award to the Company upon
          the
          tender by the Company to Holder of cash in an amount equal to the Repurchase
          Value of such award.

         

        11.   Amendment
          and Termination.

         

        The
          Board
          may at any time, and from time to time, amend alter, suspend or discontinue
          any
          of the provisions of the Plan, but no amendment, alteration, suspension
          or
          discontinuance will be made that would impair the rights of a Holder under
          any
          Agreement theretofore entered into hereunder, without the Holder’s
          consent.

         

        12.   Term
          of Plan.

         

        12.1  Effective
          Date.
          The
          Plan is effective as of the date of the closing of the merger of etrials
          Acquisition, Inc., the Company’s wholly-owned subsidiary, with and into etrials
          Worldwide, Inc. (“etrials”), pursuant to the terms of the Merger Agreement and
          Plan of Merger among the Company, etrials and the other parties thereto
          dated as
          of August 22, 2005, as amended. In the event that the Plan is not approved
          by
          the Company’s stockholders within one (1) year of such date, then the Plan shall
          remain in effect, but any Incentive Stock Options previously granted under
          the
          Plan shall remain outstanding as Nonqualified Stock Options pursuant to
          the
          provisions of Section 5.1.

         

        12.2  Termination
          Date.
          Unless
          terminated by the Board, this Plan will continue to remain effective until
          such
          time as no further awards may be granted and all awards granted under the
          Plan
          are no longer outstanding. Notwithstanding the foregoing, grants of Incentive
          Stock Options may be made only during the ten year period following the
          Effective Date. 

         

        
          
            
            

          

          
            11

            
              

            

          

          
            
            

          

           

        

        13.   General
          Provisions.

         

        13.1  Written
          Agreements.
          Each
          award granted under the Plan will be confirmed by, and is subject to the
          terms
          of, the Agreement executed by the Company and the Holder, or such other
          document
          as may be determined by the Committee, including any amendments thereto.
          The
          Committee may terminate any award made under the Plan if the Agreement
          relating
          thereto is not executed and returned to the Company within ten days after
          the
          Agreement has been delivered to the Holder for his or her
          execution.

         

        13.2  Unfunded
          Status of Plan.
          The
          Plan is intended to constitute an “unfunded” plan for incentive and deferred
          compensation. With respect to any payments not yet made to a Holder by
          the
          Company, nothing contained herein will give any such Holder any rights
          that are
          greater than those of a general creditor of the Company.

         

        13.3  Employees.

         

        (a)  Engaging
          in Competition With the Company; Solicitation of Customers and Employees;
          Disclosure of Confidential Information.
          If a
          Holder’s employment with the Company or a Subsidiary is terminated for any
          reason whatsoever, and within one year after the date thereof such Holder
          either
          (i) accepts employment with any competitor of, or otherwise engages in
          competition with, the Company or any of its Subsidiaries, (ii) solicits
          any
          customers or employees of the Company or any of its Subsidiaries to do
          business
          with or render services to the Holder or any business with which the Holder
          becomes affiliated or to which the Holder renders services or (iii) uses
          or
          discloses to anyone outside the Company any confidential information or
          material
          of the Company or any of its Subsidiaries in violation of the Company’s policies
          or any agreement between the Holder and the Company or any of its Subsidiaries,
          the Committee, in its sole discretion, may require such Holder to return
          to the
          Company the economic value of any award (profit) that was realized or obtained
          by such Holder at any time during the period beginning on the date that
          is six
          months prior to the date such Holder’s employment with the Company is
          terminated.

         

        (b)  Termination
          for Cause.
          The
          Committee may, if a Holder’s employment with the Company or a Subsidiary is
          terminated for cause, annul any award granted under this Plan to such employee
          and, in such event, the Committee, in its sole discretion, may require
          such
          Holder to return to the Company the economic value of any award (profit)
          that
          was realized or obtained by such Holder at any time during the period beginning
          on that date that is six months prior to the date such Holder’s employment with
          the Company is terminated.

         

        (c)  No
          Right of Employment.
          Nothing
          contained in the Plan or in any award hereunder will be deemed to confer
          upon
          any Holder who is an employee of the Company or any Subsidiary any right
          to
          continued employment with the Company or any Subsidiary, nor will it interfere
          in any way with the right of the Company or any Subsidiary to terminate
          the
          employment of any Holder who is an employee at any time.

         

        
          
            
            

          

          
            12

            
              

            

          

          
            
            

          

           

        

        13.4  Investment
          Representations; Company Policy.
          The
          Committee may require each person acquiring shares of Common Stock pursuant
          to a
          Stock Option or other award under the Plan to represent to and agree with
          the
          Company in writing that the Holder is acquiring the shares for investment
          without a view to distribution thereof. Each person acquiring shares of
          Common
          Stock pursuant to a Stock Option or other award under the Plan will be
          required
          to abide by all policies of the Company in effect at the time of such
          acquisition and thereafter with respect to the ownership and trading of
          the
          Company’s securities.

         

        13.5  Additional
          Incentive Arrangements.
          Nothing
          contained in the Plan will prevent the Board from adopting such other or
          additional incentive arrangements as it may deem desirable, including,
          but not
          limited to, the granting of Stock Options and the awarding of Common Stock
          and
          cash otherwise than under the Plan; and such arrangements may be either
          generally applicable or applicable only in specific cases.

         

        13.6  Withholding
          Taxes.
          Not
          later than the date as of which an amount must first be included in the
          gross
          income of the Holder for Federal income tax purposes with respect to any
          Stock
          Option or other award under the Plan, the Holder will pay to the Company,
          or
          make arrangements satisfactory to the Committee regarding the payment of,
          any
          Federal, state and local taxes of any kind required by law to be withheld
          or
          paid with respect to such amount. If permitted by the Committee, tax withholding
          or payment obligations may be settled with Common Stock, including Common
          Stock
          that is part of the award that gives rise to the withholding requirement.
          The
          obligations of the Company under the Plan will be conditioned upon such
          payment
          or arrangements and the Company or the Holder’s employer (if not the Company)
          will, to the extent permitted by law, have the right to deduct any such
          taxes
          from any payment of any kind otherwise due to the Holder from the Company
          or any
          Subsidiary.

         

        13.7  Governing
          Law.
          The
          Plan and all awards made and actions taken thereunder will be governed
          by and
          construed in accordance with the laws of the State of Delaware (without
          regard
          to choice of law provisions).

         

        13.8  Other
          Benefit Plans.
          Any
          award granted under the Plan will not be deemed compensation for purposes
          of
          computing benefits under any retirement plan of the Company or any Subsidiary
          and will not affect any benefits under any other benefit plan now or
          subsequently in effect under which the availability or amount of benefits
          is
          related to the level of compensation (unless required by specific reference
          in
          any such other plan to awards under this Plan).

         

        13.9  Non-Transferability.
          Except
          as otherwise expressly provided in the Plan or the Agreement, no right
          or
          benefit under the Plan may be alienated, sold, assigned, hypothecated,
          pledged,
          exchanged, transferred, encumbranced or charged, and any attempt to alienate,
          sell, assign, hypothecate, pledge, exchange, transfer, encumber or charge
          the
          same will be void.

         

        13.10  Applicable
          Laws.
          The
          obligations of the Company with respect to all Stock Options and awards
          under
          the Plan are subject to (i) all applicable laws, rules and regulations
          and such
          approvals by any governmental agencies as may be required, including, without
          limitation, the Securities Act of 1933, as amended, and (ii) the rules
          and
          regulations of any securities exchange on which the Common Stock may be
          listed.

         

        
          
            
            

          

          
            13

            
              

            

          

          
            
            

          

        

         

        13.11  Conflicts.
          If any
          of the terms or provisions of the Plan or an Agreement conflict with the
          requirements of Section 422 of the Code, then such terms or provisions
          will be
          deemed inoperative to the extent they so conflict with such requirements.
          Additionally, if this Plan or any Agreement does not contain any provision
          required to be included herein under Section 422 of the Code, such provision
          will be deemed to be incorporated herein and therein with the same force
          and
          effect as if such provision had been set out at length herein and therein.
          If
          any of the terms or provisions of any Agreement conflict with any terms
          or
          provisions of the Plan, then such terms or provisions will be deemed inoperative
          to the extent they so conflict with the requirements of the Plan. Additionally,
          if any Agreement does not contain any provision required to be included
          therein
          under the Plan, such provision will be deemed to be incorporated therein
          with
          the same force and effect as if such provision had been set out at length
          therein.

         

        13.12  Certain
          Awards Deferring or Accelerating the Receipt of Compensation.
          To the
          extent applicable, all awards granted under the Plan are intended to comply
          with
          Section 409A of the Code, which was added by the American Jobs Creation
          Act of
          2004 and relates to deferred compensation under nonqualified deferred
          compensation plans. The Committee, in administering the Plan, intends to
          restrict provisions of any Awards which may constitute deferred receipt
          of
          compensation subject to Section 409A requirements, to those consistent
          with this
          section. The Board may amend the Plan to comply with Section 409A of the
          Internal Revenue Code in the future.

         

        13.13  Non-Registered
          Stock.
          The
          shares of Common Stock to be distributed under this Plan have not been,
          as of
          the Effective Date, registered under the Securities Act of 1933, as amended,
          or
          any applicable state or foreign securities laws and the Company has no
          obligation to any Holder to register the Common Stock or to assist the
          Holder in
          obtaining an exemption from the various registration requirements, or to
          list
          the Common Stock on a national securities exchange or any other trading
          or
          quotation system, including the Nasdaq National Market and Nasdaq SmallCap
          Market.

         

         

        14