exv4w7



 





Exhibit 4.7




RESEARCH PHARMACEUTICAL SERVICES, INC.

2007 EQUITY INCENTIVE PLAN




Effective August 30, 2007




 









 





RESEARCH PHARMACEUTICAL SERVICES, INC.

2007 EQUITY INCENTIVE PLAN



The purposes of the Research Pharmaceutical Services, Inc. 2007 Equity Incentive Plan (formerly
known as the Cross Shore Acquisition Corporation 2007 Equity Incentive Plan) (the “Plan”) are to:
(a) further the growth and success of Research Pharmaceutical Services, Inc., a Delaware
corporation (the “Company”) and its Related Entities, by enabling selected employees, directors,
consultants and advisors of the Company or a Related Entity to acquire shares of common stock of
the Company, thereby increasing their personal interest in such growth and success, (b) provide a
means of rewarding outstanding performance of such persons, and (c) provide a means whereby the
Company may grant Replacement Options to individuals who held options to purchase common stock of
Research Pharmaceutical Services, Inc., a Pennsylvania corporation prior to the Closing Date. The
terms of the Plan shall be incorporated in the Award Agreement to be executed by the Participant.
(All capitalized terms not otherwise defined in this paragraph shall have the meaning as set forth
below).




1. Definitions




     1.1 “Award” means a grant of Options or Restricted Shares to an Eligible Person pursuant to
the provisions of this Plan. Each separate grant of Options or Restricted Shares to an Eligible
Person and each group of Options that vests on a separate date, or a group of Restricted Shares
with respect to which restrictions lapse on a separate date, is treated as a separate Award.



     1.2 “Award Agreement” means a written agreement in such form or forms as the Board or the
Committee (subject to the terms and conditions of this Plan) may from time to time approve
evidencing and reflecting the terms of an Award.



     1.3 “Board” means the Board of Directors of the Company, as constituted from time to time.



     1.4 “Cause” means:



          (a) with respect to any Replacement Option and with respect to any Option granted to a
Participant who has not entered into an employment agreement with the Company or a Related Entity,
the Board or the Committee’s determination that the Participant:




               (i) has engaged in any type of disloyalty to the Company or a Related Entity, including
without limitation, fraud, embezzlement, theft or dishonesty in the course of his or her employment
or engagement, or has otherwise breached any fiduciary duty owed to the Company or a Related
Entity;



               (ii) has been arrested for, charged with, or convicted of a felony; or



               (iii) has breached any agreement with or duty to the Company or a Related Entity in respect of
confidentiality, non-disclosure, non-competition or otherwise; and



          (b) with respect to any Option (other than a Replacement Option) granted to




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any Participant who has entered into an employment agreement with the Company or a Related
Entity, “cause” (or any similar term) as defined in such employment agreement.




     1.5 “Change of Control” means, after the Closing Date, the happening of an event, which shall
be deemed to have occurred upon the earliest to occur of the following events:



          (a) the acquisition in one or more transactions by any “Person” (as the term person is used
for purposes of Sections 13(d) or 14(d) of the Exchange Act) of “Beneficial ownership” (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of the
combined voting power of the Company’s then outstanding voting securities (the “Voting
Securities”), provided that for purposes of this clause (i) Voting Securities acquired directly
from the Company by any Person shall be excluded from the determination of such Person’s Beneficial
ownership of Voting Securities (but such Voting Securities shall be included in the calculation of
the total number of Voting Securities then outstanding); or




          (b) approval by shareholders of the Company of:




               (i) a merger, reorganization or consolidation involving the Company if the shareholders of the
Company, immediately before such merger, reorganization or consolidation do not or will not own
directly or indirectly immediately following such merger, reorganization or consolidation, more
than fifty percent (50%) of the combined voting power of the outstanding voting securities of the
entity resulting from or surviving such merger, reorganization or consolidation in substantially
the same proportion as their ownership of the Voting Securities outstanding immediately before such
merger, reorganization or consolidation;



               (ii) a complete liquidation or dissolution of the Company; or



               (iii) an agreement for the sale or other disposition of all or substantially all of the assets
of the Company to an entity that is not a Related Entity; or



          (c) acceptance by shareholders of the Company of shares or units in a share or unit exchange
if the shareholders of the Company immediately before such share exchange do not or will not own
directly or indirectly immediately following such share or unit exchange more than fifty percent
(50%) of the combined voting power of the outstanding voting securities of the entity resulting
from or surviving such share or unit exchange in substantially the same proportion as their
ownership of the Voting Securities outstanding immediately before such share or unit exchange.




          Notwithstanding the foregoing, with respect to Replacement Options, all references to the
Company in this Section shall be read as references to the Company or to Research Pharmaceutical
Services, LLC, a Delaware limited liability company and its successors and all references to
shareholders of the Company shall be read as references to shareholders of the Company or to
unitholders of Research Pharmaceutical Services, LLC, a Delaware limited liability company and its
successors.




     1.6 “Closing Date” means the closing date as described in the Agreement and Plan of Merger
among Cross Shore Acquisition Corporation, Longxia Acquisition, Inc., Research Pharmaceutical
Services, Inc., and the shareholders of Research Pharmaceutical Services, Inc.



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     1.7 “Code” means the Internal Revenue Code of 1986, as amended or any successor law.



     1.8 “Committee” means a committee appointed by the Board in accordance with Section 3.1 of the
Plan, and if one is appointed, then such committee shall possess all of the power and authority of,
and shall be authorized to take any and all actions required to be taken hereunder by, and make any
and all determinations required to be taken hereunder by, the Board.



     1.9 “Common Stock” means common stock of the Company, par value $0.0001 per share.



     1.10 “Company” means Research Pharmaceutical Services, Inc., a Delaware corporation.



     1.11 “Director” means an individual who is a member of the Board of Directors or the board of
managers of the Company or a Related Entity.



     1.12 “Disability” means:



          (a) with respect to Incentive Stock Options, the “permanent and total disability” (within the
meaning of Section 22(e)(3) of the Code) of an employee which would entitle that employee to
receive Social Security Disability Income under the Social Security Act, as amended, and the
regulations promulgated thereunder.




          (b) with respect to non-qualified stock options or an award of Restricted Shares, a disability
of an employee or a Director which renders such employee or Director unable to perform the full
extent of his or her duties and responsibilities by reason of his or her illness or incapacity and
which qualifies as a disability under the employer’s long-term disability plan; provided, however,
(i) if a Participant is bound by the terms of an employment agreement between the Participant and
the Company or a Related Entity, whether the Participant is “Disabled” for purposes of the Plan
shall be determined in accordance with the procedures set forth in said employment agreement, if
such procedures are therein provided; and (ii) a Participant bound by such an employment agreement
shall not be determined to be Disabled under the Plan any earlier than he or she would be
determined to be disabled under his or her employment agreement.




     The term “Disabled” shall mean having a Disability. The determination of whether a
Participant is Disabled shall be made by the Board, whose determination shall be conclusive.



     1.13 “Eligible Person” means:



          (a) with respect to Awards of Incentive Stock Options, any person employed by the Company or
by a Related Entity that is (1) a subsidiary or parent corporation of the Company, or (2) a
single-member limited liability company with the Company or its subsidiary corporation as its sole
member;




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          (b) with respect to an Award of a non-qualified stock option or an Award of Restricted Shares,
any person employed by the Company or a Related Entity, advisors and consultants to the Company or
a Related Entity, and any Director.




     1.14 “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     1.15 “Fair Market Value Per Share” means, as of any date: (i) the closing price of the Shares
as reported on the principal nationally recognized stock exchange on which the Shares are traded on
such date, or if no Share prices are reported on such date, the closing price of the Shares on the
next preceding date on which there were reported Share prices; or (ii) if the Shares are not listed
or admitted to unlisted trading privileges on a nationally recognized stock exchange, the closing
price of the Shares as reported by The NASDAQ Stock Market on such date, or if no Share prices are
reported on such date, the closing price of the Shares on the next preceding date on which there
were reported Share prices; or (iii) if the Shares are not listed or admitted to unlisted trading
privileges on a nationally recognized stock exchange or traded on The NASDAQ Stock Market, then the
Fair Market Value shall be determined by the Board acting in its discretion and consistent with the
requirements of Section 409A of the Code, which determination shall be conclusive.



     1.16 “Incentive Stock Option” means an Option that is an incentive stock
option as described in Section 422 of the Code.



     1.17 “Option” means an Incentive Stock Option or non-qualified stock
option to purchase Shares that is awarded pursuant to the Plan.



     1.18 “Other Available Shares” means, as of any date the total number of Shares owned by a
Participant; provided, however, that Other Available Shares with respect to Replacement Options and
Restricted Shares granted prior to the Closing Date means, as of any date:



          (a) the total number of Shares owned by a Participant; in excess of




          (b) the sum of




               (i) the number of Shares owned by such Participant for less than six months; plus



               (ii) the number of Shares owned by such Participant that has, within the preceding six months,
been surrendered as payment in full or in part, of the exercise price for an option to purchase any
securities of the Company under any restricted stock, stock bonus, stock option or other
compensation plan, program or arrangement established or maintained by the Company.



          If 1.18(a) is not greater than 1.18(b), the amount of “Other Available Shares” in the case of
Replacement Options and Restricted Shares granted prior to the Closing Date shall be zero.




     1.19 “Participant” means an Eligible Person to whom an Award is granted pursuant to the Plan.



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     1.20 “Performance Goals” means the goal or goals applicable to a Participant’s Performance
Shares that are deemed by the Committee to be important to the success of the Company or any of its
subsidiaries. The Committee shall establish specific measures for each applicable goal for a
restriction period, which need not be uniform with respect to each Participant. In creating these
measures, the Committee shall use one or more of the following business criteria: sales, profit,
return on sales, net operating profit after taxes, investment turnover, customer service indices,
funds from operations, income from operations, return on assets, return on net assets, asset
turnover, return on equity, return on capital, market price appreciation of shares of Common Stock,
economic value added, total shareholder return, net income, pre-tax income, earnings per share,
operating profit margin, net income margin, sales margin, cash flow, market share, inventory
turnover, sales growth, net revenue growth, capacity utilization, customer penetration, increase in
customer base, net income growth, expense control and hiring of personnel. The business criteria
may apply to the individual, a division, or to the Company and/or one or more subsidiaries and may
be weighted and expressed in absolute terms or relative to the performance of other individuals or
companies or an index. The Committee shall determine the restriction period and the Performance
Goals and measures (and weighting thereof) applicable to such period not later than the earlier of
(i) 90 days after the commencement of the restriction period, or (ii) the expiration of 25% of the
restriction period.



     1.21 “Performance Share” means a type of Restricted Share, where the lapse of restrictions is
based on Performance Goals.



     1.22 “Person” means an individual, partnership, corporation, limited liability company, trust,
joint venture, unincorporated association, or other entity or association.



     1.23 “Plan” means this Research Pharmaceutical Services, Inc. 2007 Equity Incentive Plan, as
amended from time to time.



     1.24 “Pool” means the pool of Shares subject to the Plan, as described in Article 4, and as
adjusted in accordance with Article 8 of the Plan.



     1.25 “Related Entity” means any entity that is in the same controlled group as the Company for
purposes of Sections 414(b) or (c) of the Code.



     1.26 “Replacement Option” means an Option that is automatically granted pursuant to Section
19.8 in replacement for options held prior to the Closing Date to purchase common stock of Research
Pharmaceutical Services, Inc. (a Pennsylvania corporation).



     1.27 “Restricted Shares” means Shares that are subject to restrictions pursuant to Article 6
of the Plan.



     1.28 “Securities Act” means the Securities Act of 1933, as amended.



     1.29 “Shares” means shares of Common Stock including, without limitation, Restricted Shares.



     1.30 “Termination of Service” means (i) with respect to an Award granted to an employee, the
termination of the employment relationship between the employee and the



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Company and all Related Entities; (ii) with respect to an Award granted to a consultant or
advisor, the termination of the consulting or advisory relationship between the consultant or
advisor and the Company and all Related Entities; and (iii) with respect to an Award granted to a
Director, the cessation of the provision of services as a Director of the Company and all Related
Entities; provided, however, that if the Participant’s status changes from employee, consultant,
advisor or Director to any other status eligible to receive an Award under the Plan, no Termination
of Service occurs until the Grantee’s new status with the Company and all Related Entities
terminates. For purposes of this paragraph, if a Grantee is an employee, consultant, advisor or
Director of a Related Entity and not the Company, the Grantee shall incur a Termination of Service
when such entity ceases to be a Related Entity, unless the Committee determines otherwise. A
Termination of Service shall not be deemed to have resulted by reason of a bona fide leave of
absence approved by the Committee, and in the case of an Incentive Stock Option, that is consistent
with Treas. Reg. section 1.421-1(h) and any successor thereto. Notwithstanding the preceding
sentences, with respect to a Replacement Option, the term “Termination of Service” means a
termination of the employment or consulting relationship with or the cessation of provision of
services to Research Pharmaceutical Services, LLC, a Delaware limited liability company and its
successors.




2. Participation



Subject to the terms of the Plan, the Board or the Committee (i) will select Participants from
among the Eligible Persons and (ii) may make Awards at any time and from time to time to Eligible
Persons. Any Award may include or exclude any Eligible Person, as the Board or the Committee shall
determine in its sole discretion. An Eligible Person who has received an Award, if he or she is
otherwise eligible, may receive additional Awards. Notwithstanding the foregoing, an individual to
whom a Replacement Option is automatically granted shall be a Participant.




3. Administration




     3.1 Committee. The Board shall administer the Plan. The Board may at any time appoint a
Committee of at least two persons to administer the Plan on behalf of the Board subject to such
terms and conditions as the Board may prescribe. Members of the Committee shall serve for such
period of time as the Board may determine. Members of the Board or the Committee who are eligible
for Awards or who have received Awards may vote on any matters affecting the administration of the
Plan or the granting of Awards pursuant to the Plan, except that no such member shall act upon an
Award to himself or herself, but any such member may be counted in determining the existence of a
quorum at any meeting of the Board or the Committee during which action is taken with respect to an
Award to himself or herself. From time to time the Board may increase the size of the Committee
and appoint additional members thereto, remove members (with or without cause) and appoint new
members in substitution therefor, fill vacancies however caused, or remove all members of the
Committee and thereafter directly administer the Plan.



     3.2 Powers. Subject to the provisions of the Plan, the Board or, to the extent delegated by
the Board, the Committee shall have the authority, in its discretion:



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          (a) to make Awards to any Eligible Person;




          (b) to determine the Fair Market Value Per Share;




          (c) to designate the Option as an Incentive Stock Option or a non-qualified stock option and
determine the exercise price of the Options to be awarded in accordance with Article 5 of the Plan;




          (d) to determine the purchase price, if any, for Restricted Shares awarded in accordance with
Article 6 of the Plan;




          (e) to determine the Eligible Persons to whom, and the time or times at which, Awards shall be
made, and the number of Shares to be subject to each Award;




          (f) to prescribe, amend and rescind rules and regulations relating to the Plan;




          (g) to determine the terms and provisions of each Award under the Plan and each Award
Agreement (which need not be identical with the terms of other Awards and Award Agreements) and,
with the consent of the Participant, to modify or amend an outstanding Award or Award Agreement;




          (h) to determine the conditions that must be satisfied under any Award in order for an Option
to vest and become exercisable, or, for the restrictions on any Restricted Share to lapse, which
conditions may include satisfaction of performance goals, passage of set periods of time and/or
other criteria as determined by the Board or the Committee;




          (i) to accelerate the vesting or exercise date of any Option and/or to waive, in whole or in
part, any or all remaining restrictions on any Restricted Shares;




          (j) to interpret the Plan or any agreement entered into with respect to an Award, the exercise
of Options, or the removal of restrictions on Restricted Shares;




          (k) to authorize any person to execute on behalf of the Company any instrument required to
effectuate an Award or to take such other actions that may be necessary or appropriate with respect
to the Company’s or Related Entity’s rights pursuant to Awards or Award Agreements; and




          (l) to make such other determinations and establish such other procedures as it deems
necessary or advisable for the administration of the Plan.




     3.3 Effect of Decisions. All decisions, determinations and interpretations of the Board or
the Committee shall be final and binding with respect to all Awards and Award Agreements under the
Plan.



     3.4 Limitation of Liability. Notwithstanding anything herein to the contrary, no member of
the Board or the Committee shall be liable for any good faith determination, act or failure to act
in connection with the Plan, any Award, or any Award Agreement hereunder.



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4. Stock Subject to the Plan




     4.1 Subject to the provisions of this Article 4 and the provisions of Article 8 of the Plan, a
total of 6,792,271 Shares are reserved for issuance under this Plan. In addition, on the first day
of each fiscal year, the aggregate number of Shares reserved for issuance under this Plan shall be
increased automatically (but not decreased) by a number of Shares such that the total number of
Shares reserved for issuance under the Plan equals fifteen percent (15%) of the number of Shares
outstanding, calculated on a fully diluted basis as of such date. Under the Plan, no Participant
may receive in any calendar year Options relating to more than 1,000,000 Shares, provided, however,
that any Replacement Options granted shall not be counted for purposes of this limit. Options
awarded from the Pool may be either Incentive Stock Options or non-qualified stock options, as
determined by the Board or the Committee; provided, however, that no Incentive Stock Options shall
be awarded from the Pool except with respect to Replacement Options. If an Option expires or
becomes unexercisable for any reason without having been exercised in full, the unexercised Shares
shall be returned to the Pool and become available for future award under the Plan, unless the Plan
was terminated earlier. Similarly, if and to the extent that any Restricted Share is canceled,
repurchased or forfeited for any reason, that Share will again become available for grant under the
Plan.



     4.2 Shares to be delivered under the Plan will be made available, at the discretion of the
Board or the Committee, from authorized but unissued Shares and/or from previously issued Shares
reacquired by the Company.



5. Terms and Conditions of Options




     5.1 Option Awards. Options may be granted either alone or in conjunction with other Awards.
Each Option awarded pursuant to the Plan shall be authorized by the Board or the Committee, and
shall be evidenced by an Award Agreement in such form as the Board or the Committee may from time
to time determine. The provisions of Awards need not be the same with respect to each Participant.
The prospective recipient of an Award of Options will not have any rights with respect to such
Award, unless and until such recipient has executed an Award Agreement and has delivered a fully
executed copy thereof to the Company, and has otherwise complied with the applicable terms and
conditions of such Award.



     5.2 Option Award Agreements. Each Award Agreement shall incorporate by reference all other
terms and conditions of the Plan, including the following terms and conditions:



          (a) Number of Shares. The Award Agreement shall state the number of Shares subject to the
Option, which shall not include fractional Shares.




          (b) Option Price. The price per Share payable on the exercise of any Option shall be stated
in the Award Agreement and may not be less than the Fair Market Value Per Share on the date such
Option is awarded. Notwithstanding the foregoing, if an Incentive Stock Option is awarded under
this Plan to any person who, at the time of the award of such Incentive Stock Option, owns stock
possessing more than 10% of the total combined voting power of all classes of the Company’s stock,
the price per Share payable upon exercise of such Incentive




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Stock Option shall be no less than 110 percent (110%) of the Fair Market Value Per Share on
the date such Option is awarded.




          (c) Form of Option. The Award Agreement will state that the Option awarded is either an
Incentive Stock Option or a non-qualified stock option, and will constitute a binding determination
as to the form of Option awarded, subject to the provisions of Section 5.5(c) below.



The Award Agreement may contain such other provisions as the Board or the Committee in its
discretion deems advisable and which are not inconsistent with the provisions of this Plan.




     5.3 Consideration. The Board or the Committee shall determine the method of payment for the
Shares to be issued upon the exercise of an Option, which may consist entirely of cash, personal or
certified check, or, at the election of the Participant and as the Board or the Committee may, in
its sole discretion, approve, by surrendering Shares with an aggregate Fair Market Value Per Share
equal to the aggregate Option price, or by delivering such combination of Shares and cash as the
Board or the Committee may, in its sole discretion, approve; provided, however, that Shares may be
surrendered in satisfaction of the Option price only if the Participant certifies in writing to the
Company that the Participant owns a number of Other Available Shares as of the date the Option is
exercised that is at least equal to the number of Shares surrendered in satisfaction of the Option
price; provided further, that the Option price may not be paid in Shares if the Board or the
Committee determines that such method of payment would result in liability under Section 16(b) of
the Exchange Act to a Participant.


Except as otherwise provided by the Board or the Committee, if payment is made in whole or in part
in Shares, the Participant shall deliver to the Company certificates registered in the name of such
Participant representing Shares legally and beneficially owned by such Participant, free of all
liens, claims and encumbrances of every kind and having an aggregate Fair Market Value Per Share on
the date of delivery that is not greater than the aggregate Option price accompanied by stock
powers duly endorsed in blank by the record holder of the Shares represented by such certificates.
If the Board or the Committee, in its sole discretion, should refuse to accept Shares in payment of
the Option price, any certificates representing Shares which were delivered to the Company shall be
returned to the Participant with notice of the refusal of the Board or the Committee to accept such
Shares in payment of the option price. The Board or the Committee may impose such limitations and
prohibitions on the use of Shares to exercise an Option as it deems appropriate.




     5.4 Exercise of Options. Any Option awarded hereunder shall be exercisable at such times and
under such conditions as shall be set forth in the Award Agreement (as may be determined by the
Board or the Committee and as shall be permissible under the terms of the Plan), which may include
performance criteria with respect to the Company and/or the Related Entity and/or the Participant,
and as shall be permissible under the terms of the Plan.



     An Option may be exercised in accordance with the provisions of this Plan as to all or any
portion of the Shares then exercisable under an Option from time to time during the term of the
Option. If an Option is exercised for a fraction of a Share, the Fair Market Value Per Share of
such fractional Share, as of the date of exercise, will be paid in cash. An Option shall be



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deemed to be exercised when written notice of such exercise has been given to the Company at its
principal executive office in accordance with the terms of the Award Agreement by the person
entitled to exercise the Option and full payment for the Shares with respect to which the Option is
exercised has been received by the Company, accompanied by any agreements required by the terms of
the Plan and/or Award Agreement. Full payment may consist of such consideration and method of
payment allowable under this Article 5 of the Plan. No adjustment shall be made for a dividend or
other right for which the record date is earlier than the date the Option is exercised, except as
provided in Article 8 of the Plan.




     As soon as practicable after any proper exercise of an Option in accordance with the
provisions of the Plan, the Company shall, without transfer or issue tax to the Participant,
deliver to the Participant at the principal executive office of the Company or such other place as
shall be mutually agreed upon between the Company and the Participant, a certificate or
certificates representing the Shares for which the Option shall have been exercised.



     Exercise of an Option in any manner shall result in a decrease in the number of Shares that
thereafter may be available for sale under the Option by the number of Shares as to which the
Option is exercised.



     5.5 Term and Vesting of Options.



          (a) Except as provided in Section 5.6(d), Options awarded hereunder shall vest and become
exercisable in whole or in part, in accordance with such vesting conditions as the Board or the
Committee shall determine, which conditions shall be stated in the Award Agreement. Vested Options
may be exercised in any order elected by the Participant whether or not the Participant holds any
unexercised Options under this Plan or any other plan of the Company.




          (b) Notwithstanding any other provision of this Plan, no Option shall be: (i) awarded under
this Plan after ten (10) years from the date on which this Plan is adopted by the Board, or (ii)
exercisable more than ten (10) years from the date of award; provided, however, that if an Option
that is intended to be an Incentive Stock Option shall be awarded under this Plan to any person
who, at the time of the award of such Option, owns stock possessing more than 10% of the total
combined voting power for all classes of the Company’s stock, the foregoing clause (ii) shall be
deemed modified by substituting “five (5) years” for the term “ten (10) years” that appears
therein.




          (c) No Option awarded to any Participant shall be treated as an Incentive Stock Option, to the
extent such Option would cause the aggregate Fair Market Value Per Share (determined as of the date
of award of each such Option) of the Shares with respect to which Incentive Stock Options are
exercisable by such Participant for the first time during any calendar year to exceed $100,000.
For purposes of determining whether an Incentive Stock Option would cause such aggregate Fair
Market Value Per Share to exceed the $100,000 limitation, such Incentive Stock Options shall be
taken into account in the order awarded. For purposes of this subsection, Incentive Stock Options
include all Incentive Stock Options under all plans of the Company and of any subsidiary that are
Incentive Stock Option plans within the meaning of Section 422 of the Code.




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          (d) The awarding or vesting of an Option shall impose no obligation upon the Participant to
exercise such Option.




          (e) A recipient of an Option shall have no rights as a stockholder of the Company and shall
neither have the right to vote nor receive dividends with respect to any Shares subject to an
Option until such Option has been exercised and a certificate with respect to the Shares purchased
upon such exercise has been issued to him or her.




     5.6 Termination of Options



          (a) Unless sooner terminated as provided in this Plan, each Option shall be exercisable for
such period of time as shall be determined by the Board or the Committee and set forth in the Award
Agreement, and shall be void and unexercisable thereafter.




          (b) Except as otherwise provided herein or by the terms of any Award, with respect to a
Participant who is an employee or Director, upon the Participant’s Termination of Service for any
reason, Options exercisable on the date of such termination shall be exercisable by the Participant
(or in the case of the Participant’s death subsequent to Termination of Service, by the
Participant’s executor(s) or administrator(s)) for a period of three (3) months from the date of
such Termination of Service.




               Except as otherwise provided herein or by the terms of any Award, with respect to a
Participant who is an advisor or consultant, the Participant’s Termination of Service for any
reason shall not accelerate the expiration date of Options exercisable on the date of termination;
provided, however, that if such Participant dies following such termination, the Option shall be
exercisable for a period of twelve (12) months commencing on the date of the Participant’s death by
such Participant’s executor(s) or administrator(s).



          (c) Except as otherwise provided herein or by the terms of any Award, upon a Termination of
Service due to death or Disability, Options held by such Participant which are exercisable on the
date of Disability or death shall be exercisable for a period of twelve (12) months commencing on
the date of the Participant’s Disability or death, by the Participant or his or her legal guardian
or representative or, in the case of death, by his or her executor(s) or administrator(s).




          (d) Options may be terminated at any time by agreement between the Company and the
Participant.




     5.7 Termination for Cause. Notwithstanding any other provision of this Plan, if the
Participant’s Termination of Service occurs by action of the Company or a Related Entity for Cause,
then (except as otherwise provided by the terms of any Award) all unexercised Options shall
terminate upon the date of a finding of Cause or, if earlier, the date of Termination of Service
for a finding of Cause, the Participant shall forfeit all Shares for which the Company has not yet
delivered share certificates to the Participant, and the Company shall refund to the Participant
the Option purchase price paid to it, if any, in the same form as it was paid (or in cash at the
Company’s discretion) for any Options as to which an exercise was in process but not completed.
Notwithstanding anything herein to the contrary, the Company may withhold



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delivery of share certificates pending the resolution of any inquiry that could lead to a
finding of Cause resulting in forfeiture.



6. Terms and Conditions of Restricted Shares




     6.1 Restricted Share Awards. Restricted Shares may be granted either alone or in conjunction
with other Awards. Restricted Shares granted under an Award will be issued for such consideration,
if any, as the Board or the Committee shall determine. Any Restricted Shares awarded pursuant to
the Plan shall be authorized by the Board or the Committee and shall be evidenced by an Award
Agreement in such form as the Board or the Committee may from time to time determine. The Board or
the Committee will determine the time or times within which Restricted Shares may be subject to
forfeiture, and all other conditions of such Awards. The provisions of Awards need not be the
same with respect to each Participant. The prospective recipient of an Award of Restricted Shares
will not have any rights with respect to such Award, unless and until such recipient has executed
an Award Agreement and has delivered a fully executed copy thereof to the Company, and has
otherwise complied with the applicable terms and conditions of such Award.



     6.2 Restricted Share Award Agreements. Each Award Agreement shall incorporate by reference
all other terms and conditions of the Plan, including the following terms and conditions:



          (a) Number of Shares. The Award Agreement shall state the number of Restricted Shares subject
to the Award, which shall not include fractional Shares.




          (b) Price. The price per Restricted Share, if any, and the time of payment for the awarding
of the Restricted Shares shall be stated in the Award Agreement.



The Award Agreement may contain such other provisions as the Board or the Committee in its
discretion deems advisable and which are not inconsistent with the provisions of this Plan.




     6.3 Consideration. The Board or the Committee shall determine the method of payment, if any
payment is required, for the Restricted Shares to be granted under an Award, which may consist
entirely of cash, personal or certified check, or, at the election of the Participant and as the
Board or the Committee may, in its sole discretion, approve, by surrendering Shares with an
aggregate Fair Market Value Per Share equal to the aggregate price payable for the Restricted
Shares, or by delivering such combination of Shares and cash as the Board or the Committee may, in
its sole discretion, approve; provided, however, that Shares may be surrendered in satisfaction of
the Restricted Share price only if the Participant certifies in writing to the Company that the
Participant owns a number of Other Available Shares as of the date on which payment is due that is
at least equal to the number of Shares to be surrendered in satisfaction of the Restricted Share
price; provided further, that the Restricted Share price may not be paid in Shares if the Board or
the Committee determines that such method of payment would result in liability under Section 16(b)
of the Exchange Act to a Participant.



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Except as otherwise provided by the Board or the Committee, if payment is made in whole or in part
in Shares, the Participant shall deliver to the Company certificates registered in the name of such
Participant representing Shares legally and beneficially owned by such Participant, free of all
liens, claims and encumbrances of every kind and having an aggregate Fair Market Value Per Share on
the date of delivery that is not greater than the aggregate Restricted Share price accompanied by
stock powers duly endorsed in blank by the record holder of the Shares represented by such
certificates. If the Board or the Committee, in its sole discretion, should refuse to accept
Shares in payment of the Restricted Share price, any certificates representing Shares which were
delivered to the Company shall be returned to the Participant with notice of the refusal of the
Board or the Committee to accept such Shares in payment of the Restricted Share price. The Board
or the Committee may impose such limitations and prohibitions on the use of Shares to satisfy a
Restricted Share price as it deems appropriate.




     6.4 Restricted Share Certificates and Legends. A share certificate will be issued in
connection with each Award of Restricted Shares. Such certificate will be registered in the name
of the Participant receiving the Award, and will bear the following legend and/or any other legend
required by this Plan, the Award Agreement, any other applicable agreement, or by applicable law:




THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED HEREBY ARE
SUBJECT TO THE TERMS AND CONDITIONS OF THE RESEARCH PHARMACEUTICAL SERVICES, INC.
2007 EQUITY INCENTIVE PLAN AND AN AGREEMENT ENTERED INTO BETWEEN THE PARTICIPANT AND
RESEARCH PHARMACEUTICAL SERVICES, INC. (WHICH TERMS AND CONDITIONS MAY INCLUDE,
WITHOUT LIMITATION, CERTAIN TRANSFER RESTRICTIONS, REPURCHASE RIGHTS AND FORFEITURE
CONDITIONS). COPIES OF THAT PLAN AND AGREEMENT ARE ON FILE IN THE PRINCIPAL OFFICES
OF RESEARCH PHARMACEUTICAL SERVICES, INC. AND WILL BE MADE AVAILABLE TO THE HOLDER
OF THIS CERTIFICATE WITHOUT CHARGE UPON REQUEST TO THE SECRETARY OF THE COMPANY.


Share certificates evidencing Restricted Shares will be held in custody by the Company or in escrow
by an escrow agent until the restrictions thereon have lapsed. As a condition to any Restricted
Share Award, the Participant may be required to deliver to the Company a share power, endorsed in
blank, relating to the Restricted Shares covered by such Award.




     6.5 Restrictions and Conditions. Restricted Shares awarded pursuant to this Article 6 will be
subject to the following restrictions and conditions:



          (a) Except as provided in Section 6.6, the restrictions on Restricted Shares shall lapse in
accordance with the conditions stated in the Award Agreement and which may include the continued
employment, engagement or service of the recipient for a period of time, the attainment of
specified individual or corporate performance goals, or any other factors that the Board or the
Committee selects in their sole and absolute discretion. Except as otherwise set forth in an
applicable Award Agreement, during the period beginning on the date of an Award of




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Restricted Shares and ending when the restrictions on such Restricted Shares lapse as set
forth in the Award Agreement or pursuant to Section 3.2(i) or Article 13 (the “Restriction
Period”), the Participant will not be permitted to sell, transfer, pledge, assign or otherwise
encumber such Restricted Shares. Except as provided in Section 13, the extent to which Performance
Goals are achieved shall be determined by the Board or the Committee. Except as provided in
Section 13, upon the Participant’s Termination of Service for any reason prior to the end of the
Restriction Period, the Participant shall forfeit all Performance Shares granted with respect to
that Restriction Period.




          (b) Except as otherwise set forth in an applicable Award Agreement, during the Restriction
Period, (i) the Participant will be entitled to receive any cash distributions or cash dividends
paid with respect to a Restricted Share and will be entitled to vote such Restricted Share and (ii)
consistent with Article 6, a Participant will be entitled to receive any distributions or dividends
paid in the form of securities with respect to any Restricted Share; provided, that such securities
will be subject to the same terms and conditions applicable to the Restricted Share with respect to
which they were paid, including, without limitation, the same Restriction Period.




          (c) If and when the restrictions on Restricted Shares lapse through the expiration of the
Restriction Period or pursuant to Section 3.2(i) or Article 13, the certificates for such
Restricted Shares will be replaced with new certificates, without the restrictive legends described
in Section 6.4 applicable to such lapsed restrictions, and such new certificates will be promptly
delivered to the Participant, the Participant’s representative (if the Participant has suffered a
Disability), or the Participant’s estate or heir (if the Participant has died) at the principal
executive office of the Company or such other place as shall be mutually agreed upon between the
Company and the Participant, the Participant’s representative (if the Participant has suffered a
Disability), or the Participant’s estate or heir (if the Participant has died).




     6.6 Forfeiture



          (a) Except as otherwise provided herein or by the terms of any Award Agreement, upon the
Participant’s Termination of Service for any reason, all of that Participant’s Restricted Shares
then subject to a Restriction Period will be forfeited.




          (b) Except as otherwise provided herein or by the terms of any Award Agreement, if an
individual or corporate performance goal specified in an Award Agreement is not attained, and if it
is not possible later to attain such goal, all of a Participant’s Restricted Shares then subject to
a Restriction Period linked to the attainment of such goal will be forfeited.




          (c) Restricted Shares may be forfeited at any time during the applicable Restriction Period by
agreement between the Company and the Participant.




          (d) Except as otherwise provided by the terms of an applicable Award Agreement, if a
Participant has paid the Company for Restricted Shares that are subsequently forfeited, the Company
shall refund to the Participant the amounts paid to it for the forfeited Restricted Shares in the
same form as it was paid (or in cash at the Company’s discretion).




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7. Non-Competition. Notwithstanding any other provision of this Plan, to the extent the provisions
of this Section 7 are set forth or referenced in the Award Agreement, a Participant shall be bound
by the following:




          (a) During the Participant’s employment with the employer, the Participant will not compete in
any way with the employer, directly or indirectly, and will not consult with or accept employment
with or have any interest in any business, firm, person, partnership, corporation or other entity
(“Business”), whether as an employee, officer, director, shareholder, holder of equity securities,
agent, security holder, creditor, consultant or otherwise (“Interested Person”), which engages in
the performance of or provides the same or similar service or products as provided by the employer
to any individual or entity or which competes with the employer, directly or indirectly, in any
aspect of the employer’s business;




          (b) For a period of one (1) year following the date that the Participant ceases to be employed
by the employer for any reason, the Participant, without the express prior written consent of the
employer, will not compete in any way with the employer, directly or indirectly, and will not
consult with, accept employment with, or have any interest in any Business, whether alone or as an
Interested Person, which engages in the performance of or provides the same or similar services as
provided by the employer to any individual or entity or which competes with the employer, directly
or indirectly, in any aspect of the business of the employer within One Hundred (100) miles of
Philadelphia, Pennsylvania. The Participant specifically agrees to the above geographic
restriction since the principal means by which the employer’s business is conducted is through
email, telephonic and mail communications;




          (c) For a period of eighteen (18) months following the date that the Participant ceases to be
employed by the employer for any reason, the Participant will not, without the express prior
written consent of the employer, directly or indirectly, whether alone or as an Interested Person,
solicit, induce, divert, take away, do business with or render services to any client or candidate
of the employer or a prospective client or candidate of employer with whom the employer dealt,
contacted or solicited within two (2) years preceding the Participant’s termination of employment
with the employer;




          (d) For a period of two (2) years following the date that the Participant ceases to be
employed by the employer for any reason, the Participant will not, without the express prior
written consent of the employer, directly or indirectly, whether alone or as an Interested Person,
solicit, induce, divert, take away, do business with or render services to any client or candidate
of the employer or a prospective client or candidate of the employer with whom the Participant
dealt, contacted or solicited on behalf of the employer within three (3) years preceding the
Participant’s termination of employment with the employer;




          (e) For a period of two (2) years following the date that the Participant ceases to be
employed by the employer for any reason, the Participant will not, directly or indirectly, whether
alone or as an Interested Person, solicit, attempt to solicit or otherwise influence or attempt to
influence, any of the employer’s clients, candidates or personnel (including but not limited to the
employer’s employees, contractors, consultants or agents) not to do business with the employer
and/or to apply for or accept any employment or consulting positions with the




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Participant, any Business or other entity or individual with whom the Participant is
connected; and




          (f) The Participant shall not, at any time during or after the Participant’s employment with
the employer, make or publish any negative or disparaging statements or communications about the
employer or any director, officer or employee of the employer.



If the Participant’s employment with the employer is terminated by the employer as a result of the
Committee or Board making a determination that the Participant violated (a) — (f) above, then all
unexercised Options shall terminate upon the date of such a finding, or, if earlier, the date of
termination of employment for such a finding, and the Participant shall forfeit all Shares for
which the Company has not yet delivered share certificates to the Participant and the Company shall
refund to the Participant the Option purchase price paid to it, if any, in the same form as it was
paid (or in cash at the Company’s discretion) for any Options as to which an exercise was in
process but not completed. Notwithstanding anything herein to the contrary, the Company may
withhold delivery of share certificates pending the resolution of any inquiry that could lead to a
finding resulting in forfeiture.



In lieu of the subsections set forth above, the Committee may include different non-competition
provisions in a Participant’s Award Agreement for Options other than Replacement Options, including
referencing the non-competition provisions set forth in any employment agreement entered into by
the Participant and the Company or a Related Entity.




8. Adjustments




     8.1 Subject to required action by the stockholders, if any, the number of Shares that may be
granted under this Plan, including the individual limit specified in Article 4, and the number of
Shares subject to outstanding Awards of Options and Restricted Shares and the exercise or, if
applicable, purchase prices thereof shall be adjusted proportionately for any increase or decrease
in the number of outstanding Shares resulting from stock splits, reverse stock splits, stock
dividends, reclassifications and recapitalizations, merger, consolidation, exchange of shares, or
any similar change affecting Common Stock.



     8.2 No fractional Shares shall be issuable on account of any action mentioned in Section 8.1,
and the aggregate number of Shares into which Shares then covered by the Award, when changed as the
result of such action, shall be increased to the next highest whole number of Shares resulting from
such action; provided that no such increase shall be made if such increase would cause an Incentive
Stock Option to lose its status as such without the consent of the Participant.



9. Time of Award



The date of an Award shall, for all purposes, be the date which the Board or the Committee
specifies when the Board or the Committee makes its determination that an Award is made, or if none
is specified, then the date of such determination. Notice of the determination shall be given to
each Eligible Person to whom an Award is made within a reasonable time after the date of such
Award.




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10. Modification, Extension and Renewal of Award



Subject to the terms and conditions of the Plan, the Board or the Committee may modify, extend or
renew an Award, or accept the surrender of an Award to the extent that an Option under the Award
has not already been exercised, or the restrictions on Restricted Shares under the Award have not
already lapsed. Notwithstanding the foregoing: (a) no modification of an Award that adversely
affects the Participant shall be made without the consent of the Participant, and (b) unless
occurring in connection with a Change of Control or other corporate transaction, no

Incentive Stock Option may be modified, extended or renewed if such action would cause it to cease
to be an “Incentive Stock Option” within the meaning of Section 422 of the Code, unless the
Participant specifically acknowledges and consents to the tax consequences of such action.




11. Purchase for Investment and Other Restrictions




     11.1 The obligation of the Company to issue Shares to a Participant upon the exercise of an
Option or upon the Award of Restricted Shares granted under the Plan is conditioned upon such
issuance complying with all relevant provisions of applicable law, including, without limitation,
the Securities Act, the Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Shares may then be listed, and any applicable
state or foreign law and shall be further subject to the approval of counsel for the Company with
respect to such compliance.



     11.2 At the option of the Board or the Committee, the obligation of the Company to issue
Shares to a Participant upon the exercise of an Option or upon the Award of Restricted Shares
granted under the Plan may be conditioned upon obtaining appropriate representations, warranties,
restrictions and agreements of the Participant. Among other representations, warranties,
restrictions and agreements, the Participant may be required to represent and agree that the
purchase or receipt of Shares shall be for investment, and not with a view to the public resale or
distribution thereof, unless the Shares are registered under the Securities Act and the issuance
and sale of the Shares complies with all other laws, rules and regulations applicable thereto.
Unless the issuance of such Shares is registered under the Securities Act (and any similar law of a
state or a foreign jurisdiction applicable to the Participant), the Participant shall acknowledge
that the Shares purchased are not registered under the Securities Act (or any such other law) and
may not be sold or otherwise transferred unless the Shares have been registered under the
Securities Act (or any such other law) in connection with the sale or other transfer thereof, or
that counsel satisfactory to the Company has issued an opinion satisfactory to the Company that the
sale or other transfer of such Shares is exempt from registration under the Securities Act (or any
such other law), and unless said sale or transfer is in compliance with all other applicable laws,
rules and regulations, including all applicable federal, state and foreign securities laws, rules
and regulations. Unless the Shares subject to an Award are registered under the Securities Act,
the certificates representing such Shares issued shall contain a legend in substantially the
following form:




THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED OR ANY APPLICABLE STATE SECURITIES LAWS. THESE
SHARES HAVE



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NOT BEEN ACQUIRED WITH A VIEW TO DISTRIBUTION OR RESALE,
AND MAY NOT BE SOLD, ASSIGNED, EXCHANGED, MORTGAGED,
PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR
DISPOSED OF, BY GIFT OR OTHERWISE, OR IN ANY WAY ENCUMBERED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT
FOR SUCH SHARES UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS, OR A SATISFACTORY OPINION OF
COUNSEL SATISFACTORY TO RESEARCH PHARMACEUTICAL SERVICES, INC. THAT REGISTRATION IS
NOT
REQUIRED UNDER SUCH ACT AND UNDER APPLICABLE STATE SECURITIES LAWS.


If required under the laws of any jurisdiction in which the Participant resides, the certificate or
certificates may bear any such additional legend.




12. Transferability



Unless and to the extent provided in the applicable Award Agreement, no Award shall be assignable
or transferable otherwise than by will or by the laws of descent and distribution. During the
lifetime of the Participant, the Participant’s rights regarding Awards shall be exercisable only by
such Participant, or, in the event of the legal incapacity or Disability of such Participant, then
by the Participant’s legal guardian or representative.




13. Change of Control



Notwithstanding any provision of this Plan or any Award Agreement, upon or in anticipation of any
Change of Control, the Board may, in its sole and absolute discretion and without the need for the
consent of any Participant, prohibit the exercise of any Option until either the Change of Control
is no longer anticipated or the Change of Control is consummated and/or take one or more of the
following actions contingent upon the occurrence of the Change of Control: (i) cause all
outstanding Options to become fully vested and immediately exercisable; (ii) cause all outstanding
Restricted Shares to become nonforfeitable; (iii) cancel any Option in exchange for an option to
purchase common stock of any successor corporation, which new option satisfies the requirements of
Treas. Reg. § 1.424-1(a)(4)(i) (notwithstanding the fact that the original Option may never have
been intended to satisfy the requirements for treatment as an Incentive Stock Option), (iv) cancel
any Restricted Shares in exchange for restricted shares of the common stock of any successor
corporation, (v) redeem any Restricted Share for cash and/or other substitute consideration with a
value equal to the Fair Market Value of an unrestricted Share on the date of the Change of Control;
(vi) cancel any Option in exchange for cash and/or other substitute consideration with a value
equal to (A) the number of Shares subject to that Option, multiplied by (B) the difference between
the Fair Market Value Per Share on the date of the Change of Control and the exercise price of that
Option.




14. Amendment of the Plan and/or Award Agreements



Insofar as permitted by law and the Plan, the Board or the Committee may from time to time (a)
suspend, terminate or discontinue the Plan or revise or amend it in any respect whatsoever with


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respect to any Shares at the time not subject to an Award, including amendments necessary or
advisable to assure that the Incentive Stock Options, non-qualified stock options and Restricted
Shares available under the Plan continue to be treated as such, respectively, under all applicable
laws and/or (b) modify, extend or renew an Option, or accept the surrender of an Option (to the
extent not theretofore exercised); provided, however, that (x) no modification of an Option which
adversely affects the Optionee shall be made without the consent of the Optionee, and (y) no
Incentive Stock Option may be modified, extended or renewed if such action would cause it to cease
to be an “incentive stock option” within the meaning of Section 422 of the Code.




15. Application of Funds



The proceeds received by the Company from the sale of Shares pursuant to the exercise of
Options and any sale of Restricted Shares shall be used for general corporate purposes or such
other purpose as may be determined by the Board.




16. Approval of the Plan



This Plan shall become effective on the Closing Date. No Option granted hereunder shall be treated
as an Incentive Stock Option unless the Plan is approved by vote of the shareholders on or before
August 30, 2008; provided, however, that a shareholder vote shall not be required for Replacement
Options.




17. Reservation of Shares




     17.1 The Company, during the term of this Plan, shall at all times reserve and keep available
such number of Shares as shall be sufficient to satisfy the requirements of the Plan.



     17.2 The Company, during the term of this Plan, shall use its best efforts to seek to obtain
from appropriate regulatory agencies any requisite authorization in order to issue and sell such
number of Shares as shall be sufficient to satisfy the requirements of the Plan. The inability of
the Company to obtain from any such regulatory agency having jurisdiction the requisite
authorization(s) deemed by the Company’s counsel to be necessary for the lawful issuance and sale
of any Shares hereunder, or the inability of the Company to confirm to its satisfaction that any
issuance and/or sale of any Shares hereunder will meet applicable legal requirements, shall relieve
the Company of any liability in respect to the failure to issue or sell such Shares as to which
such requisite authority shall not have been obtained.



18. Taxes, Fees, Expenses and Withholding of Taxes




     18.1 The Company shall pay all original issue and transfer taxes (but not income taxes, if
any) with respect to the award of Options and Restricted Shares and/or the issue and transfer of
Shares pursuant to the exercise of Options, and all other fees and expenses necessarily incurred by
the Company in connection therewith, and will use its best efforts to comply with all laws and
regulations that, in the opinion of counsel for the Company, shall be applicable thereto.



     18.2 The granting of Awards hereunder and the issuance of Shares pursuant to the grant of
Restricted Shares and the exercise of Options is conditioned upon the Company’s



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reservation of the right to withhold in accordance with any applicable law, from any
compensation or other amounts payable to the Participant, any taxes required to be withheld under
federal, state or local law as a result of: the grant of an Award, the vesting of an Option, the
exercise of an Option, the lapse of restrictions with respect to Restricted Shares, or the sale of
Shares. To the extent that compensation or other amounts, if any, payable to the Participant is
insufficient to pay any taxes required to be so withheld, the Company may, in its sole discretion,
require the Participant (or such other person entitled herein to exercise the rights associated
with such Award), as a condition of the exercise of an Option or grant of Restricted Shares, to pay
in cash to the Company an amount sufficient to cover such tax liability or otherwise to make
adequate provision for the Company’s satisfaction of its withholding obligations under federal,
state and local law, provided that such satisfaction of tax liability is made within 60 days of the
date on which written notice of exercise has been given to the Company. With respect to Restricted
Shares, the minimum required withholding obligations may be settled in Shares that are part of the
Award that gives rise to the withholding requirement.




19. Miscellaneous




     19.1 Notices. Any notice to be given to the Company pursuant to the provisions of this Plan
shall be addressed to the Company in care of its Secretary (or such other person as the Company may
designate from time to time) at its principal executive office, and any notice to be given to a
Participant shall be delivered personally or addressed to him or her at the address given beneath
his or her signature on his or her Award Agreement, or at such other address as such Participant or
his or her permitted transferee (upon the permitted transfer) may hereafter designate in writing to
the Company. Any such notice shall be deemed duly given on the date and at the time delivered via
hand delivery, courier or recognized overnight delivery service or, if sent via telecopier, on the
date and at the time telecopied with confirmation of delivery or, if mailed, on the date five (5)
days after the date of the mailing (which shall be by regular, registered or certified mail).
Delivery of a notice by telecopy (with confirmation) shall be permitted and shall be considered
delivery of a notice notwithstanding that it is not an original that is received. It shall be the
obligation of each Participant and each permitted transferee holding Shares purchased upon exercise
of an Option or granted pursuant to an Award of Restricted Shares to provide the Secretary of the
Company, by letter mailed as provided herein, with written notice of his or her direct mailing
address.



     19.2 No Enlargement of Participant Rights. This Plan is purely voluntary on the part of the
Company, and the continuance of the Plan shall not be deemed to constitute a contract between the
Company and any Participant, or to be consideration for or a condition of the employment or service
of any Participant. Nothing contained in this Plan shall be deemed to give any Participant the
right to be retained in the employ or service of the Company or a Related Entity, or to interfere
with the right of the Company or a Related Entity to discharge or retire any Participant thereof at
any time subject to applicable law. No Participant shall have any right to or interest in Awards
authorized hereunder prior to the award thereof to such Participant, and upon such Award the
Participant shall have only such rights and interests as are expressly provided herein, subject,
however, to all applicable provisions of the Company’s Certificate of Incorporation, as the same
may be amended from time to time.



- 21 -









 





     19.3 Information to Participants. The Company, upon request, shall provide without charge to
each Participant copies of such annual and periodic reports as are provided by the Company to its
stockholders generally.



     19.4 Availability of Plan. A copy of this Plan shall be delivered to the Secretary of the
Company and shall be shown by him or her to any Eligible Person making reasonable inquiry
concerning it.



     19.5 Section Headings. The descriptive headings of this Plan are for convenience only, and
shall be of no force or effect in construing or interpreting any of the provisions of this Plan.



     19.6 Invalid Provisions. If any provision of this Plan is found to be invalid or otherwise
unenforceable under any applicable law, such invalidity or unenforceability shall not be construed
to render any other provisions contained herein as invalid or unenforceable, and all such other
provisions shall be given full force and effect to the same extent as though the invalid or
unenforceable provision were not contained herein.



     19.7 Applicable Law. This Plan shall be governed by and construed in accordance with the laws
of the state of Delaware, without regard to the conflict of law principles of Delaware or any other
jurisdiction.



     19.8 Replacement Options. Research Pharmaceutical Services, Inc. (a Pennsylvania corporation)
underwent a change in control pursuant to the Agreement and Plan of Merger among Cross Shore
Acquisition Corporation, Longxia Acquisition, Inc., Research Pharmaceutical Services, Inc. and the
shareholders of Research Pharmaceutical Services, Inc. as of the Closing Date. Pursuant to this
transaction, options outstanding under the predecessor Research Pharmaceutical Services, Inc. 2002
Equity Incentive Plan were cancelled as of the Closing Date and optionees were granted Replacement
Options. Each Replacement Option shall be exercisable under the Plan in accordance with the terms
of the Replacement Option agreement, the terms of which shall govern in the event of any conflict
with the provisions of the Plan. In addition, any provision of the Plan that would provide an
additional benefit (within the meaning of Section 424(a)(2) of the Code and the Treasury
Regulations thereunder) shall not apply to the Replacement Options.



     Executed this 30th day of August, 2007.



	 	 	 	 	 	 	 
	[Corporate Seal]	 	RESEARCH PHARMACEUTICAL SERVICES, INC.	 	 
	 
	 	 	 	 	 	 
	Attest:

	 	By:	 	/s/ Daniel M. Perlman 	 	 
	 

	 	 	 	 	 	 






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