Exhibit 10.18


 


Execution Copy


Confidential


 


LANTHEUS MI HOLDINGS, INC.


 


2008 EQUITY INCENTIVE PLAN


 


EFFECTIVE AS OF MAY 8, 2008


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page No.

  
	
   

  	
   

  	
   

  
	
  SECTION 1.

  	
  PURPOSE

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  ADMINISTRATION

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  ELIGIBILITY

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  SHARES
  SUBJECT TO PLAN

  	
  1

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Basic
  Limitation

  	
  1

  
	
   

  	
  b.

  	
  Additional
  Shares

  	
  1

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  AWARDS

  	
  2

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Types
  of Awards

  	
  2

  
	
   

  	
  b.

  	
  Award
  Agreements

  	
  2

  
	
   

  	
  c.

  	
  No
  Rights as a Shareholder

  	
  2

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  OPTIONS

  	
  3

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Grant
  of Options

  	
  3

  
	
   

  	
  b.

  	
  Options
  Award Agreement

  	
  3

  
	
   

  	
  c.

  	
  Method
  of Exercise

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  STOCK
  APPRECIATION RIGHTS

  	
  3

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Generally

  	
  3

  
	
   

  	
  b.

  	
  Stock
  Appreciation Rights Award Agreement

  	
  3

  
	
   

  	
   

  	
   

  
	
  SECTION 8.

  	
  RESTRICTED
  STOCK

  	
  4

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Generally

  	
  4

  
	
   

  	
  b.

  	
  Restricted
  Stock Award Agreement

  	
  4

  
	
   

  	
  c.

  	
  Voting
  Rights

  	
  4

  
	
   

  	
  d.

  	
  Section 83(b) Election

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 9.

  	
  RESTRICTED
  STOCK UNITS

  	
  4

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Generally

  	
  4

  
	
   

  	
  b.

  	
  Settlement
  of Restricted Stock Units

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 10.

  	
  DIVIDEND
  EQUIVALENT RIGHTS

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Generally

  	
  5

  
	
   

  	
  b.

  	
  Settlement
  of Dividend Equivalent Rights

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 11.

  	
  PAYMENT
  FOR SHARES

  	
  5

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  General
  Rule

  	
  5

  
	
   

  	
  b.

  	
  Surrender
  of Shares

  	
  5

  
	
   

  	
  c.

  	
  Services
  Rendered

  	
  5

  
	
   

  	
  d.

  	
  Promissory Note

  	
  5

  
	
   

  	
  e.

  	
  Net Exercise

  	
  6

  
	
   

  	
  f.

  	
  Exercise/Sale

  	
  6

  
	
   

  	
  g.

  	
  Discretion
  of Board

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 12.

  	
  TERMINATION
  OF SERVICE

  	
  6

  



 


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  a.

  	
  Termination
  of Service

  	
  6

  
	
   

  	
  b.

  	
  Leave
  of Absence

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 13.

  	
  ADJUSTMENT
  OF SHARES

  	
  6

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  General

  	
  6

  
	
   

  	
  b.

  	
  Mergers
  and Consolidations

  	
  6

  
	
   

  	
   

  	
   

  
	
  SECTION 14.

  	
  SECURITIES
  LAW REQUIREMENTS

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 15.

  	
  GENERAL
  TERMS

  	
  7

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Nontransferability
  of Awards

  	
  7

  
	
   

  	
  b.

  	
  Restrictions
  on Transfer of Shares

  	
  8

  
	
   

  	
  c.

  	
  Compliance
  with Section 409A of the Code

  	
  8

  
	
   

  	
  d.

  	
  Withholding
  Requirements

  	
  8

  
	
   

  	
  e.

  	
  No
  Retention Rights

  	
  8

  
	
   

  	
  f.

  	
  Unfunded
  Plan

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 16.

  	
  DURATION
  AND AMENDMENTS

  	
  9

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Term
  of the Plan

  	
  9

  
	
   

  	
  b.

  	
  Right
  to Amend or Terminate the Plan

  	
  9

  
	
   

  	
  c.

  	
  Effect
  of Amendment or Termination

  	
  9

  
	
   

  	
  d.

  	
  Modification,
  Extension and Assumption of Awards

  	
  9

  
	
   

  	
  e.

  	
  Initial
  Public Offering

  	
  9

  
	
   

  	
   

  	
   

  
	
  SECTION 17.

  	
  DEFINITIONS

  	
  9

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  “Affiliate”

  	
  9

  
	
   

  	
  b.

  	
  “Award”

  	
  10

  
	
   

  	
  c.

  	
  “Board”

  	
  10

  
	
   

  	
  d.

  	
  “Change
  of Control”

  	
  10

  
	
   

  	
  e.

  	
  “Code”

  	
  10

  
	
   

  	
  f.

  	
  “Company”

  	
  10

  
	
   

  	
  g.

  	
  “Dividend
  Equivalent Right” shall have the meaning described in Section 10

  	
  10

  
	
   

  	
  h.

  	
  “Employee
  Shareholders’ Agreement”

  	
  10

  
	
   

  	
  i.

  	
  “Fair
  Market Value”

  	
  10

  
	
   

  	
  j.

  	
  “Initial
  Public Offering”

  	
  10

  
	
   

  	
  k.

  	
  “Option”

  	
  10

  
	
   

  	
  l.

  	
  “Participant”

  	
  10

  
	
   

  	
  m.

  	
  “Person”

  	
  10

  
	
   

  	
  n.

  	
  “Plan”

  	
  10

  
	
   

  	
  o.

  	
  “Recapitalization”

  	
  11

  
	
   

  	
  p.

  	
  “Restricted
  Stock”

  	
  11

  
	
   

  	
  q.

  	
  “Restricted
  Stock Unit”

  	
  11

  
	
   

  	
  r.

  	
  “Securities
  Act”

  	
  11

  
	
   

  	
  s.

  	
  “Service”

  	
  11

  
	
   

  	
  t.

  	
  “Shares”

  	
  11

  
	
   

  	
  u.

  	
  “Shareholders’
  Agreement”

  	
  11

  
	
   

  	
  v.

  	
  “Stock
  Appreciation Right”

  	
  11

  
	
   

  	
  w.

  	
  “Subsidiary”

  	
  11

  



 


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  SECTION 18.

  	
  MISCELLANEOUS

  	
  11

  
	
   

  	
   

  	
   

  
	
   

  	
  a.

  	
  Choice
  of Law

  	
  11

  
	
   

  	
  b.

  	
  Adoption

  	
  11

  



 


iii

















 


LANTHEUS MI HOLDINGS, INC.


 


2008 EQUITY INCENTIVE PLAN


 


SECTION 1. PURPOSE.


 


The
purpose of the Plan is to attract and retain the best available personnel, to
provide additional incentive to persons who provide services to the Company and
its Subsidiaries, and to promote the success of the Company’s business.  Unless the context otherwise requires,
capitalized terms used herein are defined in Section 17.


 


SECTION 2. ADMINISTRATION.


 


The
Plan shall be administered by the Board. 
The Board shall have full authority and sole discretion to take any
actions it deems necessary or advisable for the administration and operation of
the Plan, subject to the terms and conditions of the Plan, including, without
limitation, the right to construe and interpret the provisions of the Plan or
any Award, to provide for any omission in the Plan, to resolve any ambiguity or
conflict under the Plan or any Award, to accelerate vesting of or otherwise
waive any requirements applicable to any Award, to extend the term or any
period of exercisability of any Award, to modify the purchase price or exercise
price under any Award, to establish terms or conditions applicable to any Award
and to review any decisions or actions made or taken by the Board.  All decisions, interpretations and other
actions of the Board shall be final and binding on all Participants and other
persons deriving their rights from a Participant.  Notwithstanding anything to the contrary
herein, no action taken by the Board shall adversely affect in any material
respect the rights granted to any Participant under any outstanding Award
without the Participant’s written consent.


 


SECTION 3. ELIGIBILITY.


 


The
Board is authorized to grant Awards to employees, directors (including
non-employee directors) and consultants of the Company or any Subsidiary of the
Company.  Employees who have been granted
Awards shall be Participants in the Plan with respect to such Awards.


 


SECTION 4. SHARES SUBJECT TO PLAN.


 


a.              Basic
Limitation.  Subject to
the following provisions of this Section 4 and Section 13,
the maximum number of Shares that may be issued pursuant to Awards under the
Plan is 1,001,600 Shares.  Shares may
only be authorized but unissued Shares and, may not be treasury Shares.  Where an Award is granted in tandem, the
number of Shares charged against the Basic Limitation shall be the maximum
number of Shares that may be issued pursuant to the Award.


 


b.              Additional
Shares.  In the event that any
outstanding Award expires, is cancelled or otherwise terminated, any rights to
acquire Shares allocable to the unexercised or unvested portion of such Award
shall again be available for the purposes of the Plan.  In the event that 


 


1

















 


Shares issued under the Plan are reacquired by the
Company pursuant to any forfeiture provision, such Shares shall again be
available for the purposes of the Plan. 
In the event a Participant pays for any Award through the delivery of previously
acquired Shares, the number of Shares available shall be increased by the
number of Shares delivered by the Participant.


 


SECTION 5. AWARDS.


 


a.              Types
of Awards.  The Board
may, in its sole discretion, make Awards of one or more of the following:  Options, Stock Appreciation Rights, Restricted
Stock and Restricted Stock Units.  The
Company shall make Awards directly or cause one or more of its Subsidiaries to
make Awards; provided, however, that the Company shall be
responsible for causing any such Subsidiary to comply with the terms of any
Award and the Plan.  Awards may be
granted singly or in tandem.


 


b.              Award
Agreements.  Each Award
made under the Plan shall be evidenced by a written agreement between the
Participant and the Company, and no Award shall be valid without any such agreement.  An Award shall be subject to all applicable
terms and conditions of the Plan and to any other terms and conditions which
the Board in its sole discretion deems appropriate for inclusion in the Award
agreement provided such terms and conditions are not inconsistent with the
Plan.  Accordingly, in the event of any
conflict between the provisions of the Plan and any such agreement, the
provisions of the Plan shall prevail.  Each
agreement evidencing an Award shall provide, in addition to any terms and conditions
required to be provided in such agreement pursuant to any other provision of
this Plan, the following terms:


 


(i)                                     Number of
Shares.  The number of Shares subject
to the Award, if any, which number shall be subject to adjustment in accordance
with Section 13.


 


(ii)                                  Price.  Where applicable, each agreement shall
designate the price, if any, to acquire any Shares underlying the Award, which
price shall be payable in a form described in Section 11 and
subject to adjustment pursuant to Section 13.


 


(iii)                               Vesting.  Each agreement shall specify the dates and
events on which all or any installment of the Award shall be vested and
nonforfeitable.


 


c.               No
Rights as a Shareholder.  A
Participant, or a transferee of a Participant, shall have no rights as a shareholder
with respect to any Shares covered by an Award until Shares are actually issued
in the name of such person (or if Shares will be held in street name, to a
broker who will hold such Shares on behalf of such person), except as set forth
in Section 8(d) or as may be set forth in the Award agreement.


 


2














 


SECTION 6.
OPTIONS.


 


a.     Grant of Options.  The Board may, in its sole
discretion, grant Options. All Options shall be nonqualified stock
options.  The Plan does not provide for
the grant of “incentive stock options” within the meaning of Section 422
of the Code.


 


b.     Options Award Agreement.  Each agreement evidencing an
Award of Options shall contain the following information, which shall be
determined by the Board, in its sole discretion:


 


(i)           Exercise Price.  Each agreement shall state the per share exercise
price, which shall not be less than the Fair Market Value of a Share on the
date of grant unless such Option otherwise would satisfy Section 409A of
the Code, and except in the case provided by Section 13(a).


 


(ii)          Exercisability.  Each agreement shall specify the dates and
events when all or any installment of the Option becomes exercisable.


 


(iii)         Term.  Each agreement shall state the term of each
Option (including the circumstances under which such Option will expire prior
to the stated term thereof), which shall not exceed ten years from the date of
grant.


 


c.     Method of Exercise.  Options shall be exercised
by the delivery of a notice of exercise to the Company or an agent designated
by the Company in a form specified or accepted by the Board, or by complying
with any alternative procedures which may be authorized by the Board, setting
forth the number of Shares with respect to which the Option is to be exercised,
accompanied by full payment for the Shares. 
As soon as practicable after receipt of written notification of exercise
and full payment (including satisfaction of any applicable tax withholding),
the Company shall deliver to the Participant evidence of book entry Shares, or
upon the Participant’s request, Share certificates in an appropriate amount
based upon the number of Shares purchased under the Option(s).  The Company, at its election and in its sole
discretion, may settle any Options requested to be exercised in Shares or cash.


 


SECTION 7. STOCK APPRECIATION RIGHTS.


 


a.     Generally.  The Board may, in its sole discretion, grant “Stock
Appreciation Rights”.  A Stock
Appreciation Right means a right to receive a payment in cash, Shares or a
combination thereof, in the sole discretion of the Board, in an amount equal to
the excess of (i) the Fair Market Value, or other specified valuation, of
a number of Shares on the date the right is exercised over (ii) the
Initial Base Value (as determined in any grant agreement).  If a Stock Appreciation Right is granted in
tandem with or in substitution for an Option, the designated Fair Market Value
in the Award agreement shall reflect the Fair Market Value of the Shares
underlying the Awards on the date the Option is granted.


 


b.     Stock Appreciation Rights Award
Agreement.  Each
agreement evidencing an Award of Stock Appreciation Rights shall contain the
following information, which shall be determined by the Board, in its sole
discretion:


 


3

















 


(i)           Base Value.  Each agreement shall specify the base value
of the Shares above which a Participant shall be entitled to share in the
appreciation in the value of such Shares. 
The per share Initial Base Value shall not be less than the Fair Market
Value of a Share on the date of grant unless such Stock Appreciation Right
otherwise would satisfy Section 409A of the Code.


 


(ii)          Exercisability.  Each agreement shall specify how all or any
portion of a Stock Appreciation Right shall be exercisable.


 


(iii)         Term.  Each agreement shall state the term of each
Stock Appreciation Right (including the circumstances under which such Stock
Appreciation Right will expire prior to the stated term thereof), which shall
not exceed ten years from the date of grant.


 


SECTION 8. RESTRICTED STOCK


 


a.     Generally.  The Committee is hereby authorized
to grant Shares that are subject to a risk of forfeiture and contain such other
restrictions, including restrictions on transferability, as the Committee shall
determine.  Each such share shall be
known as a share of Restricted Stock.


 


b.     Restricted Stock Award Agreement.  Each agreement evidencing an Award of
Restricted Stock shall specify the restriction period and such other such
terms, including vesting, term and transfer restrictions, as determined by the
Board, in its sole discretion.  If Restricted
Stock will be granted or the restrictions shall have lapsed upon the
achievement of performance goals over a performance period, such Award of
Restricted Stock shall be referred to as “Performance Shares”.


 


c.     Voting Rights.  Unless otherwise determined
by the Committee and set forth in a Participant’s award agreement, to the
extent permitted or required by law, as determined by the Committee,
Participants holding Shares of Restricted Stock granted hereunder shall have
the right to exercise full voting rights with respect to those Shares during
the period of restriction.


 


d.     Section 83(b) Election.  The Committee may provide in
an award agreement that the Award of Restricted Stock is conditioned upon the
Participant making or refraining from making an election with respect to the
Award under Section 83(b) of the Code.  If a Participant makes an election pursuant
to Section 83(b) of the Code concerning a Restricted Stock Award, the
Participant shall be required to file promptly a copy of such election with the
Company.


 


SECTION 9. RESTRICTED STOCK UNITS.


 


a.     Generally.  The Board of Directors may, in its sole
discretion, grant Restricted Stock Units, where in each case one Unit shall be
a notional account representing one Share.


 


b.     Settlement of Restricted Stock
Units.  Restricted Stock Units shall
be settled in Shares unless the agreement evidencing the Award expressly
provides for settlement of all or a portion of the Restricted Stock Units in
cash equal to the value of the Shares that would otherwise be distributed in
settlement of such units.  Shares
distributed to settle a Restricted Stock Unit may be issued with or without
payment or consideration therefor, except as may be required by 


 


4

















 


applicable law or the Board of Directors in its sole
discretion as set forth in the agreement evidencing the Award.  The Board of Directors may, in its sole
discretion, establish a program to permit participants to defer payments and
distributions made in respect of Restricted Stock Units.


 


SECTION 10. DIVIDEND EQUIVALENT RIGHTS.


 


a.     Generally.  The Board of Directors may, in its sole
discretion, grant Dividend Equivalent Rights with respect to any Award.  The grant of Dividend Equivalent Rights shall
be treated as a separate Award.


 


b.     Settlement of Dividend Equivalent
Rights.  Dividend Equivalent Rights may
be settled in cash, Shares, additional Awards or other securities or property,
all as provided in the Award agreement. 
As determined by the Committee, Dividend Equivalent Rights granted with
respect to any Option or Stock Appreciation Right may be payable regardless of
whether such Option or Stock Appreciation Right is subsequently exercised.


 


SECTION 11. PAYMENT FOR SHARES.


 


a.     General Rule.  The exercise price of Options and/or the
purchase price (if any) of Shares issuable under the Plan shall be payable in
cash or personal check at the time when such Shares are purchased, except as
otherwise provided in this Section 11.


 


b.     Surrender of Shares.  At the sole discretion of the Board, all or
any part of the purchase price and any applicable withholding requirements may
be paid by surrendering, or attesting to the ownership of Shares that have
fully vested, and are already owned by the Participant.  Such Shares shall be surrendered to the
Company in good form for transfer and shall be valued at their Fair Market
Value on the date when the Option is exercised or payment is made.  The Participant shall not surrender, or
attest to the ownership of, Shares in payment of any portion of the purchase
price (or withholding) if such action would cause the Company or any Subsidiary
thereof to recognize a compensation expense (or additional compensation
expense) with respect to the applicable Award for financial reporting purposes,
unless the Board consents thereto.


 


c.     Services Rendered.  At the sole discretion of the Board, and
except as required by applicable law, Shares may be awarded under the Plan in
consideration of services rendered to the Company or a Subsidiary thereof prior
to or after the Award.


 


d.     Promissory Note.  At the sole discretion of the Board, all or a
portion of the exercise price of Options and/or the purchase price (if any) of
Shares issuable under the Plan and any applicable withholding requirements may
be paid with a full-recourse promissory note. 
However, the par value of the Shares, if newly issued, shall be paid in
cash.  The Shares shall be pledged as
security for payment of the principal amount of the promissory note and
interest thereon.  The interest rate
payable under the terms of the promissory note shall not be less than the
minimum rate (if any) required to avoid the imputation of additional interest
or the creation of original issue discount under the Code.  Subject to the foregoing, the Board (at its
sole discretion) shall specify the term, interest rate, amortization
requirements (if any) and other provisions of such note.


 


5

















 


e.     Net Exercise.  At the sole discretion of the Board, payment
of all or any portion of the purchase price under any Award under the Plan and
any applicable withholding requirements may be made by reducing the number of
Shares otherwise deliverable pursuant to the Award by the number of such Shares
having a Fair Market Value equal to the purchase price.  For the avoidance of doubt, the Company will
not withhold any amounts greater than the statutory minimum.


 


f.     Exercise/Sale.  At the sole discretion of the Board on or
after an Initial Public Offering, at any time, payment may be made in whole or
in part by the delivery (on a form prescribed by the Company) of an irrevocable
direction (i) to a securities broker approved by the Company to sell
Shares and to deliver all or part of the sales proceeds to the Company, or (ii) to
pledge Shares to a securities broker or lender approved by the Company as
security for a loan, and to deliver all or part of the loan proceeds to the
Company, in each case in payment of all or part of the purchase price and any
withholding requirements.


 


g.     Discretion of Board.  Should the Board exercise its sole discretion
to permit the Participant to pay the purchase price under an Award in whole or
in part in accordance with Sections 11(b) through (f) above,
it shall not be bound to permit such alternative method of payment for the
remainder of any such Award or with respect to any other Award or Participant
under the Plan.


 


SECTION 12. TERMINATION OF SERVICE.


 


a.     Termination of Service.  If a Participant’s Service terminates for any
reason, then the Award shall be subject to termination, rights of repurchase,
and the other provisions, set forth in the written agreement with the
Participant governing such Award.


 


b.     Leave of Absence.  For purposes of this Section 12,
Service shall be deemed to continue while a Participant is on a bona fide leave
of absence, if such leave is approved by the Company in writing or if continued
crediting of service for this purpose is expressly required by the terms of
such leave or by applicable law (as determined by the Board).


 


SECTION 13. ADJUSTMENT OF SHARES.


 


a.     General.  In the event of any corporate event or
transaction (including, but not limited to, a change in the Shares of the
Company or the capitalization of the Company) such as a merger, consolidation,
reorganization, Recapitalization, separation, reverse stock split, split up,
spin-off, combination of Shares, exchange of Shares, dividend in kind,
extraordinary cash dividend, or other like change in capital structure (other
than normal cash dividends) to shareholders of the Company, or any similar
corporate event or transaction, the Committee, to prevent dilution or
enlargement of Participants’ rights under the Plan, shall substitute or adjust,
in its sole discretion, (a) the number and kind of Shares or other securities
that may be issued under the Plan or under particular forms of Awards, (b) the
number and kind of Shares or other securities subject to outstanding Awards, (c) the
Option Price, grant price or purchase price applicable to outstanding Awards, (d) the
grant of a Dividend Equivalent Right, and/or (e) other value
determinations applicable to the Plan or outstanding Awards.


 


b.     Mergers and Consolidations.  In the event that the Company is a party to a
merger or consolidation, outstanding Awards shall be subject to the agreement
of merger or consolidation.  


 


6

















 


Subject to the terms of the applicable Award
agreement, the agreement with respect to such merger or consolidation, without
the Participants’ consent, may provide for:


 


(i)           The continuation or
assumption of such outstanding Awards under the Plan by the Company (if it is
the surviving entity) or by the surviving entity or its direct or indirect
parent;


 


(ii)          The substitution by the
surviving entity or its direct or indirect parent of share awards with
substantially the same terms and economic value for such outstanding Awards;


 


(iii)         The acceleration of the
vesting of or right to exercise such outstanding Awards immediately prior to or
as of the date of the merger or consolidation, and the expiration of such
outstanding Awards to the extent not timely exercised or purchased by the date
of the merger or consolidation or other date thereafter designated by the
Board, after reasonable advance written notice thereof to the holder of each
such Award; or


 


(iv)        The cancellation of all or
any portion of such outstanding Awards; provided that, with respect to vested “in-the-money”
Awards, such cancellation must be made in exchange for a cash payment of the
excess of the fair market value of the Shares subject to such outstanding
Awards or portion thereof being canceled over the exercise price or purchase
price, if any, with respect to such Awards or the portion thereof being
canceled.


 


SECTION 14. SECURITIES
LAW REQUIREMENTS.


 


Shares
shall not be issued under the Plan unless the issuance and delivery of such
Shares comply with (or are exempt from) all applicable requirements of law,
including (without limitation) the Securities Act, state or foreign securities
laws and regulations, and the regulations of any stock exchange or other
securities market on which the Company’s securities may then be traded.  The Company shall not be obligated to file
any registration statement under any applicable securities laws to permit the
purchase or issuance of any Shares under the Plan, and accordingly any
certificates for Shares may have an appropriate legend or statement of
applicable restrictions endorsed thereon. 
Each Participant and any person deriving its rights from any Participant
shall, as a condition to the purchase or issuance of any Shares under the Plan,
deliver to the Company an agreement or certificate containing such
representations, warranties and covenants as the Company may deem necessary or
appropriate to ensure that the issuance of Shares is not required to be
registered under any applicable securities laws.


 


SECTION 15. GENERAL TERMS.


 


a.     Nontransferability of Awards.  No Award may be transferred, assigned,
pledged or hypothecated by any Participant except in compliance with the terms
of the agreement governing such Award. 
The exercisability of an Option or other right to acquire Shares under
the Plan by someone other than the Participant shall be governed by the
agreement pursuant to which such Option or other right is granted.


 


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b.     Restrictions on Transfer of
Shares.  Any Shares issued under the
Plan shall be subject to such vesting and special forfeiture conditions,
repurchase rights, rights of first offer and other transfer restrictions as the
Board may determine.  Such restrictions
shall be set forth in the applicable Award agreement or any shareholders’
agreement and shall apply in addition to any restrictions that may apply to
holders of Shares generally.


 


c.     Compliance with Section 409A
of the Code.  To the
extent applicable, it is intended that this Plan and all Awards comply with the
provisions of Section 409A of the Code and the Plan and all Awards shall
be administered accordingly. 
Notwithstanding anything in the Plan to the contrary, the Board shall
have authority to amend the Plan and modify any Award to the extent necessary
to fulfill this intent and any provision that would cause the Plan or any Award
to fail to satisfy Section 409A of the Code shall have no force and effect
unless and until amended or modified to comply with Section 409A of the
Code.  Reference to Section 409A of
the Code includes reference to any proposed, temporary or final regulations and
any other guidance promulgated with respect to such section by the U.S.
Department of the Treasury or the Internal Revenue Service.


 


d.     Withholding Requirements.  As a condition to the receipt or purchase of
Shares pursuant to an Award, a Participant shall make such arrangements as the
Board may require for the satisfaction of any federal, state, local or foreign
withholding obligations that may arise in connection with such receipt or
purchase.  The Participant shall also
make such arrangements as the Board may require for the satisfaction of any
federal, state, local or foreign withholding obligations that may arise in
connection with the disposition of Shares acquired pursuant to an Award.


 


e.     No Retention Rights.  Nothing in the Plan or in any Award granted
under the Plan shall confer upon a Participant any right to continue in Service
for any period of specific duration or interfere with or otherwise restrict in
any way the rights of the Company (or any Subsidiary thereof employing or
retaining the Participant) or of the Participant, which rights are hereby
expressly reserved by each, to terminate his or her Service at any time and for
any reason, with or without cause.


 


f.     Unfunded Plan.  Participants shall have no right, title or
interest whatsoever in or to any investments which the Company may make to aid
it in meeting its obligations under the Plan. 
Nothing contained in the Plan, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind, nor a
fiduciary relationship between the Company and any Participant, beneficiary,
legal representative or any other person. 
To the extent that any person acquires a right to receive payments from
the Company under the Plan, such right shall be no greater than the rights of an
unsecured general creditor of the Company. 
All payments to be made hereunder shall be paid from the general funds
of the Company and no special or separate fund shall be established and no
segregation of assets shall be made to assure payment of such amounts.  The Plan is not intended to be subject to the
Employee Retirement Income Security Act of 1974, as amended.


 


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SECTION 16. DURATION AND AMENDMENTS.


 


a.     Term of the Plan.  The Plan, as set forth herein, shall become
effective on the date of its adoption by the Board of Directors of the Company,
subject to  the approval of the holders
of a majority of the Shares.  If the
requisite shareholder approvals set forth in the immediately preceding sentence
to approve the Plan are not obtained within 12 months of its adoption by
the Board of Directors of the Company, any Awards that have already been made
shall be rescinded, and no additional Awards shall be made thereafter under the
Plan.  The Plan shall terminate
automatically on the day preceding the 10th anniversary of its adoption by the
Board of Directors of the Company unless earlier terminated pursuant to Section 16(b) below.


 


b.     Right to Amend or Terminate the
Plan.  The Board may amend, suspend
or terminate the Plan at any time and for any reason; provided, however,
that any amendment of the Plan (except as provided in Section 13)
which increases the maximum number of Shares available for issuance under the
Plan in the aggregate, changes the legal entity authorized to make Awards under
this Plan from the Company (or its successor) to any other legal entity, shall
be subject to:  (i) the approval of
the holders of a majority of the Shares and (ii) any other shareholder
approval required pursuant to the Shareholders’ Agreement or the Employee Shareholders’
Agreement, as applicable.  Except as may
be required by the Shareholders’ Agreement or the Employee Shareholders’
Agreement, approval of the holders of the Shares shall not be required for any
other amendment of the Plan.


 


c.     Effect of Amendment or
Termination.  Except as
provided in Section 15(c) hereof, any amendment of the Plan
shall not adversely affect in any respect any Participant’s rights under any
Award previously made or granted under the Plan without the Participant’s
consent.  No Shares shall be issued or
sold under the Plan after the termination thereof, except pursuant to an Award
granted prior to such termination.  The
termination of the Plan shall not affect any Awards outstanding on the termination
date.


 


d.     Modification, Extension and
Assumption of Awards.  Within the
limitations of the Plan, the Board may modify, extend or assume outstanding
Awards or may provide for the cancellation of outstanding Awards in return for
the grant of new Awards for the same or a different number of Shares and at the
same or a different price.  The foregoing
notwithstanding, except as provided in Section 15(c) hereof,
no modification of an Award shall, without the consent of the Participant,
impair the Participant’s rights or increase the Participant’s obligations under
such Award or impair the economic value of any such Award.


 


e.     Initial Public Offering.  Prior to an Initial Public Offering, the
Board may amend and restate this Plan to include such provisions as the Board
determines in good faith necessary or appropriate as a result of the Company
becoming, after an Initial Public Offering, a publicly-traded company, subject
to Section 16(c) hereof.


 


SECTION 17. DEFINITIONS.


 


a.     “Affiliate” shall mean,
with respect to any specified Person, (a) any other Person which directly
or indirectly through one or more intermediaries controls, or is controlled by,
or is under common control with, such specified Person (for the purposes of
this definition, “control” (including, with correlative meanings, the terms “controlling,”
“controlled by” and “under common control with”), as used with respect to any
Person, means the possession, directly or 


 


9

















 


indirectly, of the power to direct or cause the
direction of the management or policies of such Person, whether through the
ownership of voting securities, by agreement or otherwise); provided, however,
that neither the Company nor any of its Subsidiaries shall be deemed an
Affiliate of any of the Management Shareholders (as such term is defined in the
Shareholders’ Agreement) or any of the Employee Shareholders (as such term is
defined in the Employee Shareholders’ Agreement) and vice
versa, and (b) if such specified
Person is an investment fund, any other investment fund the primary investment
advisor to which is the primary investment advisor to such specified Person.


 


b.     “Award” shall mean the
grant of an Option, Stock Appreciation Right, Restricted Stock or Restricted
Stock Unit under the Plan.


 


c.     “Board” shall mean the
Board of Directors of the Company, as constituted from time to time, or if such
Board of Directors has appointed a Compensation Committee, the Compensation
Committee.


 


d.     “Change of Control” shall have the
meaning ascribed to such term in the Shareholders’ Agreement.


 


e.     “Code” shall mean the
Internal Revenue Code of 1986, as amended.


 


f.     “Company” shall mean
Lantheus MI Holdings, Inc.


 


g.     “Dividend Equivalent Right” shall have the
meaning described in Section 10.


 


h.     “Employee Shareholders’ Agreement”
shall mean that certain Employee Shareholders’ Agreement, dated as of May 8,
2008 by and among the Company and the other parties thereto from time  to time (as the same shall be amended,
supplemented or modified from time to time).


 


i.      “Fair Market Value” shall mean, as
of any date of determination, the Board’s good faith determination of the fair
value of the Company Securities as of such date.


 


j.      “Initial Public Offering” shall mean the
Company’s first Public Offering.  Public
Offering shall mean an underwritten public offering and sale of shares of
Common Stock for cash pursuant to an effective registration statement under the
Securities Act, other than pursuant to a registration statement on Form S-4
or Form S-8 or any similar or successor form.


 


k.     “Option” shall mean an
Option granted under the Plan and entitling the holder to purchase Shares.


 


l.      “Participant” shall mean an
eligible individual to whom an Award is granted to under the Plan.


 


m.   “Person” shall mean any
individual, partnership, corporation, company, association, trust, joint
venture, limited liability company, unincorporated organization, entity or
division, or any government, governmental department or agency or political
subdivision thereof.


 


n.     “Plan” shall mean
this Lantheus MI Holdings, Inc. 2008 Equity Incentive Plan.


 


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o.     “Recapitalization” shall mean an
event or series of events affecting the capital structure of the Company
including, but not limited to, stock dividends, stock splits, rights offers or
recapitalizations through large, non-recurring cash dividends.


 


p.     “Restricted Stock” shall have the
meaning described in Section 8(a).


 


q.     “Restricted Stock Unit” shall have the
meaning described in Section 9(a).


 


r.     “Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations
promulgated thereunder.


 


s.     “Service” shall mean
service as an employee, director (including non-employee director) or
consultant of the Company or any Subsidiary thereof.


 


t.      “Shares” shall mean
shares of the Common Stock of the Company, par value $0.001 per share.


 


u.     “Shareholders’ Agreement” shall mean
that certain Shareholders’ Agreement, dated as of January 8, 2008, by and
among the Company, Avista Capital Partners, LP, Avista Capital Partners
(Offshore), LP, ACP-Lantern Co-Invest, LLC and the Persons listed on Schedule A
attached thereto (as the same shall be amended, supplemented or modified from
time to time).


 


v.     “Stock Appreciation Right” shall have the
meaning described in Section 7(a).


 


w.    “Subsidiary” shall mean any
Person as to which the Company owns or controls, directly or indirectly, more
than 50% percent of the voting securities of such Person.


 


SECTION 18. MISCELLANEOUS


 


a.     Choice of Law.  All issues concerning the relative rights of
the Company and any Participants with respect to each other shall be governed
by the laws of the State of Delaware. 
All other issues concerning the construction, validity and
interpretation of this Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York applicable to contracts made
and performed entirely within such state, without regard to the conflicts of
laws rules of such state.  Any legal
action or proceeding with respect to the Plan shall be brought in the courts of
the United States for the Southern District of New York.


 


b.     Adoption.  This Plan has been duly adopted by the Board
of Directors of the Company as of February 26, 2008 and was approved by
the shareholders of the Company as of May 8, 2008.


 


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