exv10w3






EXHIBIT 10.3




2008 AMENDMENT TO 2002 STOCK INCENTIVE PLAN, AS AMENDED

AND RESTATED




BIO-IMAGING TECHNOLOGIES, INC.

2002 STOCK INCENTIVE PLAN




AS AMENDED AND RESTATED EFFECTIVE MAY 11, 2005




AND AS SUBSEQUENTLY AMENDED AND RESTATED MAY 14, 2008




ARTICLE ONE




GENERAL PROVISIONS




     I. PURPOSE OF THE PLAN



          The 2002 Stock Incentive Plan, as amended and restated (the “Plan”), is intended to promote
the interests of Bio-Imaging Technologies, Inc., a Delaware corporation, by providing eligible
persons in the Corporation’s service with the opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation as an incentive for them to
remain in such service.




          The Plan was amended and restated in its entirety in 2005 and approved by the Corporation’s
stockholders at the 2005 Annual Meeting held on May 11, 2005 (the “2005 Restatement”). The purpose
of this 2008 Amendment and Restatement (the “2008 Restatement”) is to effect the following changes
to the 2005 Restatement, subject to stockholder approval at the 2008 Annual Meeting:





          (i) increase the number of shares of Common Stock reserved for issuance under the Plan
by an additional 1,000,000 shares;


  


          (ii) increase the limitation on the maximum number of shares for which options may be
granted in the aggregate under the Plan in any fiscal year from two percent to three percent
of (A) the total number of shares of Common Stock actually outstanding at the start of that
fiscal year plus (ii) any additional shares of Common Stock newly issued in that year as a
result of new equity investments in the Corporation (including exercises of outstanding
options under the Plan) or the Corporation’s acquisitions of other companies or enterprises
for consideration payable in Common Stock;



 









 






          (iii) revise the 50,000-share limitation on the maximum number of shares for which
restricted stock or restricted stock unit awards may be made under the Plan so that such
limit applies on a per person, per calendar year basis, thereby allowing restricted stock or
restricted stock units covering up to 50,000 shares of Common Stock to be made per recipient
each calendar year; and




          (iv) effect certain technical revisions to the Plan to reflect recent changes in
applicable tax and accounting rules.



          Capitalized terms shall have the meanings assigned to such terms in the attached Appendix.




     II. STRUCTURE OF THE PLAN



          The Plan shall consist of a Discretionary Grant Program under which eligible persons may, at
the discretion of the Plan Administrator, be granted options to purchase shares of Common Stock or
be issued such shares pursuant to restricted stock or restricted stock unit awards.




     III. ADMINISTRATION OF THE PLAN



          A. The Compensation Committee shall have sole and exclusive authority to administer the
Discretionary Grant Program with respect to Section 16 Insiders. Administration of the
Discretionary Grant Program with respect to all other persons eligible to participate in that
program may, at the Board’s discretion, be vested in the Compensation Committee or a Secondary
Board Committee, or the Board may retain the power to administer the program with respect to all
such persons. However, any discretionary option grants or other awards for members of the
Compensation Committee must be authorized by a disinterested majority of the Board.




          B. Members of the Compensation Committee or any Secondary Board Committee shall serve for such
period of time as the Board may determine and may be removed by the Board at any time. The Board
may also at any time terminate the functions of any Secondary Board Committee and reassume all
powers and authority previously delegated to such committee.




          C. Each Plan Administrator shall, within the scope of its administrative functions under the
Plan, have full power and authority (subject to the provisions of the Plan) to establish such rules
and regulations as it may deem appropriate for proper administration of the Discretionary Grant
Program and to make such determinations under, and issue such interpretations of, the provisions of
that program and any outstanding options or other awards thereunder as it may deem necessary or
advisable. Decisions of the Plan Administrator within the scope of its administrative functions
under the Plan shall be final and binding on all parties who



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have an interest in the Discretionary Grant Program under its jurisdiction or any stock option
or other award thereunder.




          D. Service as a Plan Administrator by the members of the Compensation Committee or the
Secondary Board Committee shall constitute service as Board members, and the members of each such
committee shall accordingly be entitled to full indemnification and reimbursement as Board members
for their service on such committee. No member of the Compensation Committee or the Secondary
Board Committee shall be liable for any act or omission made in good faith with respect to the Plan
or any option grant or other award thereunder.




     IV. ELIGIBILITY



          A. The persons eligible to participate in the Discretionary Grant Program are as follows:





               (i) Employees,




               (ii) non-employee members of the Board or the board of directors of any Parent
or Subsidiary, and




               (iii) consultants and other independent advisors who provide services to the
Corporation (or any Parent or Subsidiary).



          B. The Plan Administrator shall have full authority to determine, with respect to the grant of
options or other awards under the Discretionary Grant Program, which eligible persons are to
receive such grants or awards, the time or times when those grants or awards are to be made, the
number of shares to be covered by each such grant or award, the time or times when any granted
option is to become exercisable, the vesting schedule (if any) applicable to each grant or award,
the maximum term for which a granted option is to remain outstanding and the status of that option
as either an Incentive Option or a Non-Statutory Option.




          C. To the extent permitted by applicable law, the Board may delegate to one or more executive
officers of the Corporation the power to grant stock options under the Plan to one or more
Employees and to exercise such other powers under the Plan as the Board may determine; provided,
however, that, the Board shall fix the terms of the option grants to be made by such executive
officers (including the exercise price of any awarded stock options, which may include a formula by
which such exercise price is to be determined, the applicable vesting schedules and the maximum
option term) and the maximum number of shares for which stock options may be granted by such
executive officers. In no event, however, shall any executive officer be authorized to make option
grants to any Section 16 Insider.




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     V. STOCK SUBJECT TO THE PLAN



          A. The stock issuable under the Plan shall be shares of authorized but unissued or reacquired
Common Stock, including shares repurchased by the Corporation on the open market. The number of
shares of Common Stock reserved for issuance over the remaining term of the Plan shall be limited
to two million six hundred thirty eight thousand two hundred and eight (2,638,208) shares. Such
share reserve shall be comprised of (i) the number of shares of Common Stock which remained
available for issuance under the Plan on the May 11, 2005 effective date of the 2005 Restatement,
including the portion of those shares subject to options outstanding under the Plan on that date,
plus (ii) an additional 1,000,000-share increase subject to stockholder approval at the 2008 Annual
Meeting. All options or other awards outstanding under the Plan on the 2008 Restatement Effective
Date shall continue in full force and effect in accordance with their terms, and no provision of
this 2008 Restatement shall be deemed to affect or otherwise modify the rights or obligations of
the holders of those options or awards with respect to their acquisition of shares of Common Stock
thereunder.




          B. The maximum number of shares for which options may be granted in the aggregate in any
fiscal year of the Corporation, beginning with the fiscal year ending December 31, 2008, shall be
limited to three percent (3%) of (i) the total number of shares of Common Stock actually
outstanding at the start of that fiscal year plus (ii) any additional shares of Common Stock newly
issued in that year as a result of new equity investments in the Corporation (including exercises
of outstanding options under the Plan) or the Corporation’s acquisitions of other companies or
enterprises for consideration payable in Common Stock. The increase from two percent (2%) to three
percent (3%) of such total shall be subject to stockholder approval of the 2008 Restatement at the
2008 Annual Meeting.




          C. The maximum number of shares of Common Stock for which any one person may be granted
restricted stock or restricted unit awards under the Plan in any calendar year shall be limited to
fifty thousand (50,000) shares. Such restricted stock or restricted stock unit awards shall vest
upon the attainment of designated performance goals or the satisfaction of specified Service
requirements.




          D. No one person may receive stock options or other awards under the Plan for more than two
hundred thousand (200,000) shares of Common Stock in the aggregate per calendar year.




          E. Shares of Common Stock subject to outstanding options or other awards made under the Plan
shall be available for subsequent grant under the Plan to the extent those options or awards expire
or terminate for any reason prior to the issuance of the shares of Common Stock subject to those
options or awards. Unvested shares issued under the Plan and subsequently forfeited or repurchased
by the Corporation, at a price per share not greater than the original issue price paid per share,
pursuant to the Corporation’s repurchase rights under the Plan shall be added back to the number of
shares of Common Stock reserved for issuance under the Plan and shall accordingly be available for
subsequent reissuance. Should the exercise price of an option under the Plan be paid with shares of
Common Stock, then the authorized reserve of




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Common Stock under the Plan shall be reduced by the gross number of shares for which that
option is exercised, and not by the net number of shares issued under the exercised stock option.
If shares of Common Stock otherwise issuable under the Plan are withheld by the Corporation in
satisfaction of the withholding taxes incurred in connection with the exercise of an option or the
vesting or issuance of shares under Plan, then the number of shares of Common Stock available for
issuance under the Plan shall be reduced by the gross number of shares issuable under the exercised
stock option or the total number of shares vesting or issued, calculated in each instance prior to
any such share withholding.




          F. If any change is made to the Common Stock by reason of any stock split, stock dividend,
recapitalization, combination of shares, exchange of shares, spin-off transaction or other change
affecting the outstanding Common Stock as a class without the Corporation’s receipt of
consideration, or should the value of outstanding shares of Common Stock be substantially reduced
as a result of a spin-off transaction or an extraordinary dividend or distribution, then the
Compensation Committee shall make equitable adjustments to: (i) the maximum number and/or class of
securities issuable under the Plan; (ii) the maximum number and/or class of securities for which
any one person may be granted stock options or other awards in the aggregate under the Plan per
calendar year, (iii) the maximum number and/or class of securities for which any one person be
awarded restricted stock or restricted stock units under the Plan per calendar year, (iv) the
number and/or class of securities and the exercise price per share in effect under each outstanding
option and (v) the number and/or class of securities subject to each outstanding restricted stock
unit or other stock-based award under the Plan and the cash consideration (if any) payable per
share Such adjustments shall be made by the Compensation Committee in such manner as it deems
appropriate, and the adjustments shall be final, binding and conclusive upon each person holding
an option or other award under the Plan. The foregoing adjustment provisions shall govern all
options and awards outstanding under the Plan on the 2008 Restatement Effective Date and all
options and awards granted under the Plan thereafter; provided, however, that each Incentive Option
outstanding under the Plan on the 2008 Restatement Plan Effective Date shall continue to be
governed by the capital adjustment provisions of this Section V.F of Article One as in effect at
the time that Incentive Option was granted.




          G. Outstanding options or other awards granted pursuant to the Plan shall in no way affect the
right of the Corporation to adjust, reclassify, reorganize or otherwise change its capital or
business structure or to merge, consolidate, dissolve, liquidate or sell or transfer all or any
part of its business or assets.




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ARTICLE TWO




DISCRETIONARY GRANT PROGRAM




     I. OPTION TERMS



          Each option shall be evidenced by one or more documents in the form approved by the Plan
Administrator; provided, however, that each such document shall comply with the terms specified
below. Each document evidencing an Incentive Option shall, in addition, be subject to the
provisions of the Plan applicable to such options.




          A. Exercise Price.




               1. The exercise price per share shall be fixed by the Plan Administrator; provided, however,
that such exercise price shall not be less than one hundred percent (100%) of the Fair Market Value
per share of Common Stock on the grant date.



               2. The exercise price shall become immediately due upon exercise of the option and shall,
subject to the provisions of the documents evidencing the option, be payable in one or more of the
forms specified below:




               (i) cash or check made payable to the Corporation,




               (ii) shares of Common Stock held for the requisite period (if any) necessary to
avoid any resulting charge to the Corporation’s earnings for financial reporting
purposes and valued at Fair Market Value on the Exercise Date, or




               (iii) to the extent the option is exercised for vested shares, through a
special sale and remittance procedure pursuant to which the Optionee shall
concurrently provide instructions to (a) a brokerage firm (reasonably satisfactory
to the Corporation for purposes of administering such procedure in compliance with
the Corporation’s pre-clearance/pre-notification policies) to effect the immediate
sale of the purchased shares and remit to the Corporation, out of the sale proceeds
available on the settlement date, sufficient funds to cover the aggregate exercise
price payable for the purchased shares plus all applicable income and employment
taxes required to be withheld by the Corporation by reason of such exercise and (b)
the Corporation to deliver the certificates for the purchased shares directly to
such brokerage firm on such settlement date in order to complete the sale.



          Except to the extent such sale and remittance procedure is utilized, payment of the exercise
price for the purchased shares must be made on the Exercise Date.




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          B. Exercise and Term of Options. Each option shall be exercisable at such time or
times, during such period and for such number of shares as shall be determined by the Plan
Administrator and set forth in the documents evidencing the option. However, no option granted
under the 2005 Restatement shall have a term in excess of seven (7) years measured from the option
grant date.




          C. Effect of Termination of Service.




               1. The following provisions shall govern the exercise of any options granted pursuant to the
Discretionary Grant Program that are outstanding at the time of the Optionee’s cessation of Service
or death:




               (i) Any option outstanding at the time of the Optionee’s cessation of Service
for any reason shall remain exercisable for such period of time thereafter as shall
be determined by the Plan Administrator and set forth in the documents evidencing
the option, but no such option shall be exercisable after the expiration of the
option term.




               (ii) Any option held by the Optionee at the time of the Optionee’s death may,
to the extent vested and exercisable at that time, be subsequently exercised by the
personal representative of the Optionee’s estate or by the person or persons to whom
the option is transferred pursuant to the Optionee’s will or the laws of inheritance
or by the Optionee’s designated beneficiary or beneficiaries of that option.




               (iii) Should the Optionee’s Service be terminated for Misconduct or should the
Optionee otherwise engage in Misconduct while holding one or more outstanding
options granted under this Article Two, then all of those options shall terminate
immediately and cease to be outstanding.




               (iv) During the applicable post-Service exercise period, the option may not be
exercised for more than the number of vested shares for which the option is at the
time exercisable. No additional shares shall vest under the option following the
Optionee’s cessation of Service, except to the extent (if any) specifically
authorized by the Plan Administrator in its sole discretion pursuant to an express
written agreement with the Optionee. Upon the expiration of the applicable exercise
period or (if earlier) upon the expiration of the option term, the option shall
terminate and cease to be outstanding for any shares for which the option has not
been exercised.



               2. The Plan Administrator shall have complete discretion, exercisable either at the time an
option is granted or at any time while the option remains outstanding, to:



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               (i) extend the period of time for which the option is to remain exercisable
following the Optionee’s cessation of Service from the limited exercise period
otherwise in effect for that option to such greater period of time as the Plan
Administrator shall deem appropriate, but in no event beyond the expiration of the
option term,




               (ii) include an automatic extension provision whereby the specified
post-Service exercise period in effect for any option granted under this Article Two
shall automatically be extended by an additional period of time equal in duration to
any interval within the specified post-Service exercise period during which the
exercise of that option or the immediate sale of the shares acquired under such
option could not be effected in compliance with applicable federal and state
securities laws, but in no event shall such an extension result in the continuation
of such option beyond the expiration date of the term of that option, and/or




               (iii) permit the option to be exercised, during the applicable post-Service
exercise period, not only with respect to the number of vested shares of Common
Stock for which such option is exercisable at the time of the Optionee’s cessation
of Service but also with respect to one or more additional installments in which the
Optionee would have vested had the Optionee continued in Service.



          D. Stockholder Rights. The holder of an option shall have no stockholder rights with
respect to the shares subject to the option until such person shall have exercised the option, paid
the exercise price and become a holder of record of the purchased shares. Notwithstanding the
foregoing, in the event the outstanding shares of Common Stock are split by means of a stock
dividend and the exercise price of and the number of shares subject to outstanding options under
the Plan are to be adjusted as of the date of the distribution of the dividend (rather than as of
the record date for such dividend), then an Optionee who exercises such an option between the
record date and the distribution date for that stock dividend shall be entitled to receive, on the
distribution date, the stock dividend with respect to the shares of Common Stock acquired upon the
exercise of such Option, notwithstanding the fact that such shares were not outstanding as of the
close of business on the record date for such stock dividend.




          E. Repurchase Rights. The Plan Administrator shall have the discretion to grant
options which are exercisable for unvested shares of Common Stock. Should the Optionee cease
Service while such shares are unvested, the Corporation shall have the right to repurchase any or
all of those unvested shares at a price per share equal to the lower of (i) the exercise price paid
per share or (ii) the Fair Market Value per share of Common Stock at the time of repurchase. The
terms upon which such repurchase right shall be exercisable (including the



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period and procedure for exercise and the appropriate vesting schedule for the purchased
shares) shall be established by the Plan Administrator and set forth in the document evidencing
such repurchase right.




          F. Transferability of Options. The transferability of options granted under the Plan
shall be governed by the following provisions:




               (i) Incentive Options: During the lifetime of the Optionee, Incentive Options shall
be exercisable only by the Optionee and shall not be assignable or transferable other than by will
or the laws of inheritance following the Optionee’s death.



               (ii) Non-Statutory Options. Non-Statutory Options shall be subject to the same
limitation on transfer as Incentive Options, except that the Plan Administrator may structure one
or more Non-Statutory Options so that the option may be assigned in whole or in part during the
Optionee’s lifetime, by gift or pursuant to a domestic relations order, to one or more Family
Members of the Optionee or to a trust established exclusively for one or more such Family Members.
The assigned portion may only be exercised by the person or persons who acquire a proprietary
interest in the option pursuant to the assignment. The terms applicable to the assigned portion
shall be the same as those in effect for the option immediately prior to such assignment and shall
be set forth in such documents issued to the assignee as the Plan Administrator may deem
appropriate.



               (iii) Beneficiary Designations. Notwithstanding the foregoing, the Optionee may
designate one or more persons as the beneficiary or beneficiaries of his or her outstanding options
under this Article Two (whether Incentive Options or Non-Statutory Options), and those options
shall, in accordance with such designation, automatically be transferred to such beneficiary or
beneficiaries upon the Optionee’s death while holding those options. Such beneficiary or
beneficiaries shall take the transferred options subject to all the terms and conditions of the
applicable agreement evidencing each such transferred option, including (without limitation) the
limited time period during which the option may be exercised following the Optionee’s death.



     II. INCENTIVE OPTIONS



          The terms specified below shall be applicable to all Incentive Options. Except as modified by
the provisions of this Section II, all the provisions of Articles One, Two and Five shall be
applicable to Incentive Options. Options which are specifically designated as Non-Statutory
Options when issued under the Plan shall not be subject to the terms of this Section II.




          A. Eligibility. Incentive Options may only be granted to Employees.




          B. Dollar Limitation. The aggregate Fair Market Value of the shares of Common Stock
(determined as of the respective date or dates of grant) for which one or more options granted to
any Employee under the Plan (or any other option plan of the Corporation or



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any Parent or Subsidiary) may for the first time become exercisable as Incentive Options
during any one calendar year shall not exceed the sum of One Hundred Thousand Dollars ($100,000).




               To the extent the Employee holds two (2) or more such options which become exercisable for the
first time in the same calendar year, then for purposes of the foregoing limitations on the
exercisability of those options as Incentive Options, such options shall be deemed to become first
exercisable in that calendar year on the basis of the chronological order in which they were
granted, except to the extent otherwise provided under applicable law or regulation.



          C. 10% Stockholder. If any Employee to whom an Incentive Option is granted is a 10%
Stockholder, then the exercise price per share shall not be less than one hundred ten percent
(110%) of the Fair Market Value per share of Common Stock on the option grant date, and the option
term shall not exceed five (5) years measured from the option grant date.




     III. CHANGE IN CONTROL



          A. In the event of a Change in Control, each outstanding option under the Discretionary Grant
Program shall automatically accelerate so that each such option shall, immediately prior to the
effective date of that Change in Control, become exercisable as to all the shares of Common Stock
at the time subject to such option and may be exercised as to any or all of those shares as fully
vested shares of Common Stock. However, an outstanding option shall not become exercisable on such
an accelerated basis if and to the extent: (i) such option is to be assumed by the successor
corporation (or parent thereof) or is otherwise to continue in full force and effect pursuant to
the terms of the Change in Control transaction or (ii) such option is to be replaced with a cash
retention program of the successor corporation which preserves the spread existing at the time of
the Change in Control on any shares as to which the option is not otherwise at that time
exercisable and provides for subsequent vesting and payout of that spread in accordance with the
same exercise/vesting schedule applicable to those shares or (iii) the acceleration of such option
is subject to other limitations imposed by the Plan Administrator.




          B. All outstanding repurchase rights under the Discretionary Grant Program shall automatically
terminate, and the shares of Common Stock subject to those terminated rights shall immediately vest
in full, in the event of a Change in Control, except to the extent: (i) those repurchase rights are
to be assigned to the successor corporation (or parent thereof) or are otherwise to continue in
full force and effect pursuant to the terms of the Change in Control transaction or (ii) such
accelerated vesting is precluded by other limitations imposed by the Plan Administrator.




          C. Immediately following the consummation of the Change in Control, all outstanding options
under the Discretionary Grant Program shall terminate and cease to be outstanding, except to the
extent assumed by the successor corporation (or parent thereof) or otherwise continued in full
force and effect pursuant to the terms of the Change in Control transaction.




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          D. Each option which is assumed in connection with a Change in Control or otherwise continued
in effect shall be appropriately adjusted, immediately after such Change in Control, to apply to
the number and class of securities which would have been issuable to the Optionee in consummation
of such Change in Control had the option been exercised immediately prior to such Change in
Control. Appropriate adjustments to reflect such Change in Control shall also be made to (i) the
exercise price payable per share under each outstanding option, provided the aggregate
exercise price payable for such securities shall remain the same, (ii) the maximum number and/or
class of securities available for issuance over the remaining term of the Plan, (iii) the maximum
number and/or class of securities for which any one person may be granted stock options and other
awards in the aggregate under the Plan per calendar year and (iv) the maximum number and/or class
of securities for which any one person be awarded restricted stock or restricted stock units under
the Plan per calendar year. To the extent the actual holders of the Corporation’s outstanding
Common Stock receive cash consideration for their Common Stock in consummation of the Change in
Control, the successor corporation may, in connection with the assumption or continuation of the
outstanding options under the Discretionary Grant Program, substitute one or more shares of its own
common stock with a fair market value equivalent to the cash consideration paid per share of Common
Stock in such Change in Control transaction.




          E. The Plan Administrator shall have the discretionary authority to structure one or more
outstanding options under the Discretionary Grant Program so that those options shall, immediately
prior to the effective date of a Change in Control, become exercisable as to all the shares of
Common Stock at the time subject to those options and may be exercised as to any or all of those
shares as fully vested shares of Common Stock, whether or not those options are to be assumed in
the Change in Control transaction or otherwise continued in effect. In addition, the Plan
Administrator shall have the discretionary authority to structure one or more of the Corporation’s
repurchase rights under the Discretionary Grant Program so that those rights shall immediately
terminate upon the consummation of the Change in Control transaction, and the shares subject to
those terminated rights shall thereupon vest in full.




          F. The Plan Administrator shall have full power and authority to structure one or more
outstanding options under the Discretionary Grant Program so that those options shall become
exercisable as to all the shares of Common Stock at the time subject to those options in the event
the Optionee’s Service is subsequently terminated by reason of an Involuntary Termination within a
designated period following the effective date of any Change in Control transaction in which those
options do not otherwise fully accelerate. In addition, the Plan Administrator may structure one
or more of the Corporation’s repurchase rights so that those rights shall immediately terminate
with respect to any shares held by the Optionee at the time of such Involuntary Termination, and
the shares subject to those terminated repurchase rights shall accordingly vest in full at that
time.




          G. The portion of any Incentive Option accelerated in connection with a Change in Control
shall remain exercisable as an Incentive Option only to the extent the applicable One Hundred
Thousand Dollar ($100,000) limitation is not exceeded. To the extent



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such dollar limitation is exceeded, the accelerated portion of such option shall be
exercisable as a Non-statutory Option under the Federal tax laws.




     IV. PROHIBITION ON REPRICING PROGRAMS



          The Plan Administrator shall not (i) implement any cancellation/regrant program pursuant to
which outstanding options under the Plan are cancelled and new options are granted in replacement
with a lower exercise price per share, (ii) cancel outstanding options under the Plan with exercise
prices per share in excess of the then current Fair Market Value per share of Common Stock for
consideration payable in equity securities of the Corporation or (iii) otherwise directly reduce
the exercise price in effect for outstanding options under the Plan, without in each such instance
obtaining stockholder approval.




     V. STOCK ISSUANCE TERMS



          A. Shares of Common Stock may also be issued under the Discretionary Grant Program, either as
vested or unvested shares, through direct and immediate issuances without any intervening option
grants and without cash consideration payable for the shares. Each such stock issuance shall be
evidenced by a Stock Issuance Agreement which complies with the terms specified below. Shares of
Common Stock may also be issued pursuant to share right awards or restricted stock units which
entitle the recipients to receive the shares underlying those awards or units upon the attainment
of designated performance goals or the satisfaction of specified Service requirements or upon the
expiration of a designated time period following the vesting of those awards or units. However, the
maximum number of shares of Common Stock for which any one person may be granted restricted stock
or restricted unit awards under the Plan in any calendar year shall be limited to fifty thousand
(50,000) shares, subject to adjustment from time to time in accordance with Section V.F of Article
One. The terms and conditions of each such award or restricted stock unit, (including, without
limitation, the applicable vesting schedule and vesting acceleration provisions) shall be
determined by the Plan Administrator.




          B. The Plan Administrator shall also have the discretionary authority, consistent with Code
Section 162(m), to structure one or more restricted stock issuances or restricted stock unit awards
so that the shares of Common Stock subject to those issuances or awards shall vest (or vest and
become issuable) upon the achievement of certain pre-established corporate performance goals based
on one or more of the following criteria: (1) return on total stockholder equity; (2) earnings per
share of Common Stock; (3) net income or operating income (before or after taxes); (4) earnings
before interest, taxes, depreciation and amortization; (5) earnings before interest, taxes,
depreciation, amortization and charges for stock-based compensation, (6) sales or revenue targets;
(7) return on assets, capital or investment; (8) cash flow; (9) market share; (10) cost reduction
goals; (11) budget comparisons; (12) measures of customer satisfaction; (13) any combination of, or
a specified increase in, any of the foregoing; (14) new product development or successful
completion of research and development projects; and (15) the formation of joint ventures, research
or development collaborations, or the completion of other corporate transactions intended to
enhance the Corporation’s revenue or



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profitability or enhance its customer base. In addition, such performance goals may be based
upon the attainment of specified levels of the Corporation’s performance under one or more of the
measures described above relative to the performance of other entities and may also be based on the
performance of any of the Corporation’s business units or divisions or any Parent or Subsidiary.
Performance goals may include a minimum threshold level of performance below which no award will be
earned, levels of performance at which specified portions of an award will be earned and a maximum
level of performance at which an award will be fully earned.




          C. The recipient shall have full stockholder rights with respect to any shares of Common Stock
issued to him or her under the Plan, whether or not the recipient’s interest in those shares is
vested. Accordingly, such individual shall have the right to vote such shares and to receive any
dividends paid on such shares, subject to any applicable vesting requirements. The recipient shall
not have any stockholder rights with respect to the shares of Common Stock subject to a restricted
stock unit until that unit vests and the shares of Common Stock are actually issued thereunder.
However, dividend-equivalent units may be paid or credited, either in cash or in actual or phantom
shares of Common Stock, on outstanding restricted stock unit or share right awards, subject to such
terms and conditions as the Plan Administrator may deem appropriate.




          D. The Plan Administrator may in its discretion waive the surrender and cancellation of one or
more unvested shares of Common Stock or restricted stock units which would otherwise occur upon the
cessation of the recipient’s Service or the non-attainment of the performance objectives applicable
to those shares or units. Any such waiver shall result in the immediate vesting of the recipient’s
interest in the shares of Common Stock or restricted stock units as to which the waiver applies.
Such waiver may be effected at any time, whether before or after the recipient’s cessation of
Service or the attainment or non-attainment of the applicable performance objectives. However, no
vesting requirements tied to the attainment of performance objectives may be waived with respect to
shares or units which were intended at the time of issuance to qualify as performance-based
compensation under Code Section 162(m), except in connection with a Change in Control or, with
respect to awards made prior to January 1, 2009, in the event of the recipient’s Involuntary
Termination.




          E. The Plan Administrator shall have full power and authority to structure one or more
restricted stock or restricted stock unit awards under the Plan so that those awards shall vest,
and all the underlying shares shall become immediately issuable, upon the effecitve date of a
Change in Control transaction or in the event the individual’s Service is terminated by reason of
an Involuntary Termination within a designated period following the effective date of the Change in
Control transaction.




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ARTICLE THREE



MISCELLANEOUS




     I. TAX WITHHOLDING



          A. The Corporation’s obligation to deliver shares of Common Stock upon the exercise of options
or the vesting or issuance of shares under the Plan shall be subject to the satisfaction of all
applicable income and employment tax withholding requirements.




          B. The Plan Administrator may, in its discretion, provide one or more participants in the Plan
with the right to use shares of Common Stock in satisfaction of all or part of the Withholding
Taxes to which such participants may become subject in connection with the exercise of their
options or the vesting or issuance of any shares acquired by them under the Plan. Such right may
be provided to any such participant in either or both of the following formats:




               Stock Withholding: The election to have the Corporation withhold, from the vested
shares of Common Stock otherwise issuable upon the exercise of such Non-Statutory Option or upon
the vesting or issuance of shares under the Plan, a portion of those shares with an aggregate Fair
Market Value equal to the percentage of the Withholding Taxes (not to exceed one hundred percent
(100%)) designated by such person.



               Stock Delivery: The election to deliver to the Corporation, at the time the
Non-Statutory Option is exercised for vested shares or at the time any shares vest or are issued
under the Plan vest, one or more shares of Common Stock previously acquired by such person (other
than in connection with the option exercise or share vesting or issuance triggering the Withholding
Taxes) with an aggregate Fair Market Value equal to the percentage of the Withholding Taxes (not to
exceed one hundred percent (100%)) designated by such person.



     II. SHARE ESCROW/LEGENDS



          Unvested shares may, in the Plan Administrator’s discretion, be held in escrow by the
Corporation until the recipient’s interest in such shares vests or may be issued directly to the
recipient with restrictive legends on the certificates evidencing those unvested shares.




     III. EFFECTIVE DATE AND TERM OF THE PLAN



          A. This 2008 Restatement shall become effective on the 2008 Restatement Effective Date.




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          B. Each option or other award outstanding under the Plan immediately prior to the 2008
Restatement Effective Date shall continue to be governed solely by the terms of the documents
evidencing such option or award, and no provision of the 2008 Restatement shall be deemed to affect
or otherwise modify the rights or obligations of the holders of such options or awards with respect
to their acquisition of shares of Common Stock thereunder. However, one or more provisions of the
2008 Restatement may, in the Plan Administrator’s discretion, be extended to one or more of those
options or awards that do not otherwise contain such provisions.




          C. The Plan as hereby amended and restated shall terminate upon the earliest to occur
of (i) January 13, 2012, (ii) the date on which all shares available for issuance under the Plan
shall have been issued as fully vested shares or (iii) the termination of all outstanding options
and repurchase rights in connection with a Change in Control. Should the Plan terminate on January
13, 2012, then all option grants and other awards outstanding at that time shall continue to have
force and effect in accordance with the provisions of the documents evidencing such grants or
awards.




     IV. AMENDMENT OF THE PLAN



          A. The Board shall have complete and exclusive power and authority to amend or modify the Plan
in any or all respects, except with regard to Article II, Section IV hereof. However, no such
amendment or modification shall adversely affect the rights and obligations with respect to stock
options or other awards at the time outstanding under the Plan unless the Optionee or other Plan
participant consents to such amendment or modification. In addition, amendments to the Plan will
be subject to stockholder approval to the extent required under applicable law or regulation or
pursuant to the listing standards of the Stock Exchange on which the Common Stock is at the time
primarily traded.




          B. Options may be granted under the Discretionary Grant Program that in involve shares of
Common Stock in excess of the number of shares then available for issuance under the Plan, provided
no shares shall actually be issued pursuant to those grants until the number of shares of Common
Stock available for issuance under the Plan is sufficiently increased by stockholder approval of an
amendment of the Plan authorizing such increase. If stockholder approval is required and is not
obtained within twelve (12) months after the date the first excess grant made against such
contingent increase, then any options granted on the basis of such excess shares shall terminate
and cease to be outstanding.




     V. USE OF PROCEEDS



          Any cash proceeds received by the Corporation from the sale of shares of Common Stock under
the Plan shall be used for general corporate purposes.




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     VI. REGULATORY APPROVALS



          A. The implementation of the Plan, the granting of any stock option under the Plan and the
issuance of any shares of Common Stock under the Plan shall be subject to the Corporation’s
procurement of all approvals and permits required by regulatory authorities having jurisdiction
over the Plan, the stock options or other awards granted under it and the shares of Common Stock
issued pursuant to it.




          B. No shares of Common Stock or other assets shall be issued or delivered under the Plan
unless and until there shall have been compliance with all applicable requirements of applicable
securities laws, including the filing and effectiveness of the Form S-8 registration statement for
the shares of Common Stock issuable under the Plan, and all applicable listing requirements of any
Stock Exchange on which Common Stock is then listed for trading.




     VII. NO EMPLOYMENT/SERVICE RIGHTS



          Nothing in the Plan shall confer upon the Optionee or other Plan 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 Corporation (or any Parent or Subsidiary employing or retaining such
person) or of the Optionee or other participant, which rights are hereby expressly reserved by
each, to terminate such person’s Service at any time for any reason, with or without cause.





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APPENDIX 




          The following definitions shall be in effect under the Plan:




          A. Board shall mean the Corporation’s Board of Directors.




          B. Change in Control shall mean a change in ownership or control of the Corporation
effected through any of the following transactions:





          (i) a merger, consolidation or other reorganization approved by the
Corporation’s stockholders, unless securities representing more than fifty
percent (50%) of the total combined voting power of the voting securities of the
successor corporation are immediately thereafter beneficially owned, directly or
indirectly and in substantially the same proportion, by the persons who beneficially
owned the Corporation’s outstanding voting securities immediately prior to such
transaction,




          (ii) a stockholder-approved sale, transfer or other disposition of all or
substantially all of the Corporation’s assets, or




          (iii) the closing of any transaction or series of related transactions pursuant
to which any person or any group of persons comprising a “group” within the meaning
of Rule 13d-5(b)(1) of the 1934 Act (other than the Corporation or a person that,
prior to such transaction or series of related transactions, directly or indirectly
controls, is controlled by or is under common control with, the Corporation) becomes
directly or indirectly the beneficial owner (within the meaning of Rule 13d-3 of the
1934 Act) of securities possessing (or convertible into or exercisable for
securities possessing) more than fifty percent (50%) of the total combined voting
power of the Corporation’s securities (as measured in terms of the power to vote
with respect to the election of Board members) outstanding immediately after the
consummation of such transaction or series of related transactions, whether such
transaction involves a direct issuance from the Corporation or the acquisition of
outstanding securities held by one or more of the Corporation’s existing
stockholders.



          C. Code shall mean the Internal Revenue Code of 1986, as amended.




          D. Common Stock shall mean the Corporation’s common stock.




          E. Compensation Committee shall mean the Compensation Committee of the Board comprised
of two (2) or more non-employee Board members.




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          F. Corporation shall mean Bio-Imaging Technologies, Inc., a Delaware corporation, and
any corporate successor to all or substantially all of the assets or voting stock of Bio-Imaging
Technologies, Inc. which has by appropriate action assumed the Plan.




          G. Discretionary Grant Program shall mean the discretionary grant program in effect
under Article Two of the Plan pursuant to which stock options and other awards may be granted to
one or more eligible individuals.




          H. Employee shall mean an individual who is in the employ of the Corporation (or any
Parent or Subsidiary, whether now existing or subsequently established), subject to the control and
direction of the employer entity as to both the work to be performed and the manner and method of
performance.




          I. Exercise Date shall mean the date on which the Corporation shall have received
written notice of the option exercise.




          J. Fair Market Value per share of Common Stock on any relevant date shall be
determined in accordance with the following provisions:





          (i) If the Common Stock is at the time traded on the Nasdaq Global Market, then
the Fair Market Value shall be the closing selling price per share of Common Stock
at the close of regular hours trading (i.e., before after- hours trading begins) on
such Stock Exchange on the date in question, as such price is reported by the
National Association of Securities Dealers. If there is no closing selling price for
the Common Stock on the date in question, then the Fair Market Value shall be the
closing selling price on the last preceding date for which such quotation exists.




          (ii) If the Common Stock is at the time listed on any other Stock Exchange,
then the Fair Market Value shall be the closing selling price per share of Common
Stock at the close of regular hours trading (i.e., before after-hours trading
begins) on the date in question on the Stock Exchange determined by the Plan
Administrator to be the primary market for the Common Stock, as such price is
officially quoted in the composite tape of transactions on such exchange. If there
is no closing selling price for the Common Stock on the date in question, then the
Fair Market Value shall be the closing selling price on the last preceding date for
which such quotation exists.



          K. Family Member means, with respect to a particular Optionee or other Plan
participant, 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,
bother-in-law or sister-in-law.




          L. Incentive Option shall mean an option which satisfies the requirements of Code
Section 422.




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          M. Involuntary Termination shall mean the termination of the Service of any individual
which occurs by reason of:





          (i) such individual’s involuntary dismissal or discharge by the Corporation (or
any Parent or Subsidiary) for reasons other than Misconduct, or




          (ii) such individual’s voluntary resignation following (A) a change in his or
her position with the Corporation (or any Parent or Subsidiary) which materially
reduces his or her duties and responsibilities or the level of management to which
he or she reports, (B) a reduction in his or her level of compensation (including
base salary, fringe benefits and target bonus under any corporate-performance based
bonus or incentive programs) by more than fifteen percent (15%) or (C) a relocation
of such individual’s place of employment by more than fifty (50) miles, provided and
only if such change, reduction or relocation is effected by the Corporation (or any
Parent or Subsidiary) without the individual’s consent.



          N. Misconduct shall mean the commission of any act of fraud, embezzlement or
dishonesty by the Optionee, any unauthorized use or disclosure by such person of confidential
information or trade secrets of the Corporation (or any Parent or Subsidiary), or any other
intentional misconduct by such person adversely affecting the business or affairs of the
Corporation (or any Parent or Subsidiary) in a material manner. The foregoing definition shall not
in any way preclude or restrict the right of the Corporation (or any Parent or Subsidiary) to
discharge or dismiss any Optionee or other person in the Service of the Corporation (or any Parent
or Subsidiary) for any other acts or omissions, but such other acts or omissions shall not be
deemed, for purposes of the Plan, to constitute grounds for termination for Misconduct.




          O. 1934 Act shall mean the Securities Exchange Act of 1934, as amended.




          P. Non-Statutory Option shall mean an option not intended to satisfy the requirements
of Code Section 422.




          Q. Optionee shall mean any person to whom an option is granted under the Discretionary
Grant Program.




          R. Parent shall mean any corporation (other than the Corporation) in an unbroken chain
of corporations ending with the Corporation, provided each corporation in the unbroken chain (other
than the Corporation) owns, at the time of the determination, stock possessing fifty percent (50%)
or more of the total combined voting power of all classes of stock in one of the other corporations
in such chain.




          S. Permanent Disability or Permanently Disabled shall mean the inability of the
Optionee to engage in any substantial gainful activity by reason of any medically determinable
physical or mental impairment expected to result in death or to be of continuous duration of twelve
(12) months or more.




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          T. Plan shall mean the Corporation’s 2002 Stock Incentive Plan, as amended and
restated in this document.




          U. Plan Administrator shall mean the particular entity, whether the Compensation
Committee, the Board or the Secondary Board Committee, which is authorized to administer the
Discretionary Grant Program with respect to one or more classes of eligible persons, to the extent
such entity is carrying out its administrative functions under that program with respect to the
persons under its jurisdiction.




          V.  2008 Restatement shall mean the May 14, 2008 amendment and restatement of the Plan
which effects the changes set forth in this document.




          W. 2008 Restatement Effective Date shall mean the date of the 2008 Annual Meeting of
the Corporation’s stockholders, provided the stockholders approve the 2008 Restatement at such
Annual Meeting.




          X. Secondary Board Committee shall mean a committee of one or more Board members
appointed by the Board to administer the Discretionary Grant Program with respect to eligible
persons other than Section 16 Insiders.




          Y. Section 16 Insider shall mean an officer or director of the Corporation subject to
the short-swing profit liabilities of Section 16 of the 1934 Act.




          Z. Service shall mean the performance of services for the Corporation (or any Parent
or Subsidiary, whether now existing or subsequently established) by a person in the capacity of an
Employee, a non-employee member of the board of directors or a consultant or independent advisor,
except to the extent otherwise specifically provided in the documents evidencing the option grant
or stock issuance. For purposes of the Plan, a person shall be deemed to cease Service immediately
upon the occurrence of the either of the following events: (i) the person no longer performs
services in any of the foregoing capacities for the Corporation or any Parent or Subsidiary or (ii)
the entity for which the person is performing such services ceases to remain a Parent or Subsidiary
of the Corporation, even though such person may subsequently continue to perform services for that
entity. Service shall not be deemed to cease during a period of military leave, sick leave or other
personal leave approved by the Corporation; provided, however, that should such leave of
absence exceed three (3) months, then for purposes of determining the period within which an
Incentive Option may be exercised as such under the federal tax laws, the Optionee’s Service
shall be deemed to cease on the first day immediately following the expiration of such three
(3)-month period, unless Optionee is provided with the right to return to Service following such
leave either by statute or by written contract. Except to the extent otherwise required by law or
expressly authorized by the Plan Administrator or the Corporation’s written policy governing leaves
of absence, no Service credit shall be given for vesting purposes for any period the person is on a
leave of absence.




          AA. Stock Exchange shall mean the American Stock Exchange, the Nasdaq Global or Global
Select Market or the New York Stock Exchange.




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          BB. Subsidiary shall mean any corporation (other than the Corporation) in an unbroken
chain of corporations beginning with the Corporation, provided each corporation (other than the
last corporation) in the unbroken chain owns, at the time of the determination, stock possessing
fifty percent (50%) or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain.




          CC. 10% Stockholder shall mean the owner of stock (as determined under Code Section
424(d)) possessing more than ten percent (10%) of the total combined voting power of all classes of
stock of the Corporation (or any Parent or Subsidiary).




          DD. Withholding Taxes shall mean the applicable income and employment withholding
taxes to which the holder of an option or shares of Common Stock under the Plan may become subject
in connection with the grant or exercise of those options or the vesting or issuance of those
shares.





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