ex4_3.htm


    


    Exhibit
4.3


    


    


    


    


    


    


    


    


    


    


    


    ICON
plc

    EMPLOYEE
SHARE OPTION PLAN 2008

     (FOR
EMPLOYEES AND SALARIED DIRECTORS)


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    


    
      	
              1.

            	
              INTRODUCTION

            	
              4

            
	 
      	 
      	 
      
	
              2.

            	
              ADMINISTRATION

            	
              4

            
	
              2.1.

            	
              Administration by
    Committee..

            	
              4

            
	
              2.2.

            	
              Committee Responsibilities.

            	
              4

            
	
              2.3.

            	
              No Right to Participation.

            	
              4

            
	 
      	 
      	 
      
	
              3.

            	
              SHARES AVAILABLE FOR GRANTS

            	
              4

            
	
              3.1.

            	
              Basic Limitation.

            	
              4

            
	
              3.2.

            	
              Additional Shares.

            	
              4

            
	 
      	 
      	 
      
	
              4.

            	
              ELIGIBILITY

            	
              4

            
	
              4.1.

            	
              General Rules.

            	
              4

            
	 
      	 
      	 
      
	
              5.

            	
              OPTIONS

            	
              4

            
	
              5.1.

            	
              Stock Option Agreement.

            	
              4

            
	
              5.2.

            	
              Transfer of Awards

            	
              5

            
	
              5.3.

            	
              Waiver of an Option and failure to complete Stock
      Option Agreement

            	
              5

            
	
              5.4.

            	
              Number of Shares

            	
              5

            
	
              5.5.

            	
              Exercise Price

            	
              5

            
	
              5.6.

            	
              Exercisability and Term.

            	
              5

            
	
              5.7.

            	
              Acceleration Upon Change in
      Control

            	
              5

            
	
              5.8.

            	
              Modification or Assumption of
      Options

            	
              5

            
	
              5.9.

            	
              Liquidation.

            	
              5

            
	 
      	 
      	 
      
	
              6.

            	
              PAYMENT FOR OPTION SHARES

            	
              6

            
	
              6.1.

            	
              General Rule.

            	
              6

            
	
              6.2.

            	
              Exercise/Sale.

            	
              6

            
	
              6.3.

            	
              Other forms of Payment.

            	
              6

            
	 
      	 
      	 
      
	
              7.

            	
              ADJUSTMENT OF SHARES

            	
              6

            
	
              7.1.

            	
              Adjustments.

            	
              6

            
	
              7.2.

            	
              Reorganisation.

            	
              6

            
	 
      	 
      	 
      
	
              8.

            	
              LIMITATION ON RIGHTS

            	
              7

            
	
              8.1.

            	
              Retention Rights and Cessation of
      Employment.

            	
              7

            
	
              8.2.

            	
              Shareholders’ Rights.

            	
              7

            
	
              8.3.

            	
              Regulatory Requirements.

            	
              7

            
	 
      	 
      	 
      
	
              9.

            	
              WITHHOLDING TAXES

            	
              7

            
	
              9.1.

            	
              Withholding Tax

            	
              7

            
	
              9.2.

            	
              Section 409A.

            	
              7

            
	 
      	 
      	 
      
	
              10.

            	
              FUTURE OF THE PLAN

            	
              7

            
	
              10.1.

            	
              Term of the Plan

            	
              7

            
	
              10.2.

            	
              Amendment or
      Termination.  .

            	
              8

            
	 
      	 
      	 
      
	
              11.

            	
              FINANCIAL ASSISTANCE

            	
              8

            
	 
      	 
      	 
      
	
              12.

            	
              DEFINITIONS

            	
              8

            
	
              12.1.

            	
              Award.

            	
              8

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


    
      	
              12.2.

            	
              Board.

            	
              8

            
	
              12.3.

            	
              Change in Control

            	
              8

            
	
              12.4.

            	
              Code.

            	
              9

            
	
              12.5.

            	
              Committee.

            	
              9

            
	
              12.6.

            	
              Company.

            	
              9

            
	
              12.7.

            	
              Consultants Plan.

            	
              9

            
	
              12.8.

            	
              Date of Grant.

            	
              9

            
	
              12.9.

            	
              Employee.

            	
              9

            
	
              12.10.

            	
              Exchange Act.

            	
              9

            
	
              12.11.

            	
              Exercise Price.

            	
              9

            
	
              12.12.

            	
              Internal Revenue Service.

            	
              9

            
	
              12.13.

            	
              Market Value

            	
              9

            
	
              12.14.

            	
              NSO.

            	
              9

            
	
              12.15.

            	
              Option.

            	
              9

            
	
              12.16.

            	
              Optionee.

            	
              9

            
	
              12.17.

            	
              Ordinary Share.

            	
              9

            
	
              12.18.

            	
              Plan.

            	
              9

            
	
              12.19.

            	
              Securities and Exchange
      Commission.

            	
              10

            
	
              12.20.

            	
              Share.

            	
              10

            
	
              12.21.

            	
              Stock Option Agreement.

            	
              10

            
	
              12.22.

            	
              Subsidiary.

            	
              10

            


    

    



    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    ICON
plc

    EMPLOYEE SHARE OPTION PLAN
2008

    


    
      	
              1.  

            	
              INTRODUCTION

            


    

    


    The Plan
is established pursuant to a resolution of shareholders dated 21st July
2008.  The purpose of the Plan is to establish an employees’ share
scheme within the meaning of Section 2 of the Companies (Amendment) Act 1983 as
a share incentive scheme to promote the long-term success of the Company and the
creation of shareholder value by (a) encouraging Employees to focus on critical
long-range objectives, (b) encouraging the attraction and retention of
Employees, and (c) linking Employees directly to shareholder interests through
increased share ownership. The Plan seeks to achieve this purpose by providing
for Awards in the form of Options which will constitute NSO’s.  The
Plan shall be governed by, and construed in accordance with, the laws of
Ireland.

    


    


    
      	
              2.  

            	
              ADMINISTRATION

            


    

    


    
      	
              2.1.  

            	
              Administration by
      Committee.  The Plan shall be administered by the
      Committee.

            


    

    


    
      	
              2.2.  

            	
              Committee
      Responsibilities.  The Committee shall (a) select the
      Employees who are to receive Awards under the Plan, (b) determine the
      type, number, vesting requirements and other conditions of such Awards,
      (c) interpret the Plan and (d) make all other decisions relating to the
      operation of the Plan. The Committee may adopt such rules or guidelines as
      it deems appropriate from time to time to implement the Plan. The
      Committee’s determinations under the Plan shall be final and binding on
      all persons.

            


    

    


    
      	
              2.3.  

            	
              No Right to
      Participation.  No person shall be entitled as of right
      to participate in the Plan, and decisions regarding participation shall be
      made by the Committee in its absolute
  discretion.

            


    

    


    
      	
              3.  

            	
              SHARES
      AVAILABLE FOR GRANTS

            


    

    


    
      	
              3.1.  

            	
              Basic
      Limitation.  Any Shares over which Options may be issued
      pursuant to the Plan shall be authorised but unissued shares. The total
      number of Shares that may be issued under the Plan shall not exceed
      3,000,000, which maximum limit shall be reduced by any Shares issued or to
      be issued pursuant to options granted under the Consultants Plan (under
      which a limit of 200,000 Shares applies). The maximum number of Shares
      with respect to which Options may be granted under the Plan during any
      calendar year to any Employee shall be 200,000 Shares. The Company shall
      keep available sufficient authorised but unissued Shares to meet in full
      the exercise of all Options. The limitations of this Section 3.1 shall be
      subject to adjustment pursuant to Article
7.

            


    

    


    
      	
              3.2.  

            	
              Additional
      Shares.  If any Options are forfeited or if any Options
      terminate for any other reason before being exercised, then Shares subject
      to such Options shall again become available for Awards under the
      Plan.

            


    

    


    
      	
              4.  

            	
              ELIGIBILITY

            


    

    


    
      	
              4.1.  

            	
              General
      Rules.  Only Employees shall be eligible for designation
      as participants by the Committee.

            


    

    


    
      	
              5.  

            	
              OPTIONS

            


    

    


    
      	
              5.1.  

            	
              Stock Option
      Agreement. Each grant of an Option under the Plan (unless the
      Committee determines otherwise in its absolute discretion) shall be
      evidenced by a Stock Option Agreement between the Optionee and the
      Company.  Such Option shall be subject to all applicable terms
      of the Plan and may be subject to any other terms that are not
      inconsistent with the
Plan.  The

            


    


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    provisions
of the various Stock Option Agreements entered into under the Plan need not be
identical.

    


    
      	
              5.2.  

            	
              Transfer of
      Awards.  Options shall not be transferable, save that an
      Option Agreement may permit a transfer of the Option on death to an
      Optionee’s personal representatives, by will or the laws for intestate
      succession.  The transferee of an Option shall be bound by the
      provisions of this Plan and the Stock Option Agreement entered into by the
      Optionee and (unless otherwise determined by the Committee in its absolute
      discretion) such transferee shall agree in writing on a form prescribed by
      the Committee to be so bound.

            


    

    


    
      	
              5.3.  

            	
              Waiver of an Option
      and failure to complete Stock Option Agreement.  An
      Optionee may by notice in writing given within 60 days of the Date of
      Grant of an Option disclaim in whole or in part his or her rights under
      that Option in which case the Option, or that portion of the Option
      disclaimed, shall for all purposes be deemed not to have been
      granted.  Unless the Committee determines otherwise in its
      absolute discretion, it shall be a condition of the grant of an Option
      that an Optionee completes a Stock Option Agreement and where an Optionee
      fails to do so within any time specified by the Committee, that Option
      shall be deemed not to have been
granted.

            


    

    


    
      	
              5.4.  

            	
              Number of
      Shares.  Each Stock Option Agreement shall specify the
      number of Shares over which the Option is granted and shall provide for
      the adjustment as provided in Article 7. An Optionee may elect, upon
      exercise of an Option, to acquire Ordinary Shares of the
      Company.

            


    

    


    
      	
              5.5.  

            	
              Exercise
      Price.  Each Stock Option Agreement shall specify the
      Exercise Price. The Exercise Price shall not be less than 100% of the
      Market Value of a Share on the Date of
Grant.

            


    

    


    
      	
              5.6.  

            	
              Exercisability and
      Term. Each Stock Option Agreement shall specify the date when all
      or any instalment of the Option may be exercised.  The Stock
      Option Agreement shall also specify the term of the Option; provided that
      the term of an Option shall in no event exceed 10 years from the date of
      grant.  A Stock Option Agreement may provide for accelerated
      exercisability in the event of the Optionee’s death or disability or other
      events and may provide for expiration prior to the end of its term in the
      event of the termination of the Optionee’s service or
      otherwise.

            


    

    


    
      	
              5.7.  

            	
              Acceleration Upon
      Change in Control.  The Committee may determine, at the
      time of granting an Option or thereafter, that such Option shall become
      exercisable as to all or part of the Shares subject to such Option in the
      event that a Change in Control occurs with respect to the
      Company.

            


    

    


    
      	
              5.8.  

            	
              Modification or
      Assumption of Options. Within the limitations of the Plan, the
      Committee may modify, extend or assume (i.e., succeed by operation of
      contract to all rights and obligations under) outstanding Options or
      accept the cancellation of outstanding options (whether granted by the
      Company or by another issuer) in return for the grant of new Options for
      the same or a different number of Shares and at the same or a different
      Exercise Price.  Notwithstanding the foregoing, except as
      provided in the first sentence of Section 7.1 hereof, unless the approval
      of shareholders of the Company is obtained, Options issued under the Plan
      shall not be amended to lower their Exercise Price, Options issued under
      the Plan will not be exchanged for other Options with lower Exercise
      Prices, and no other action shall be taken with respect to Options that
      would be treated as a repricing under the rules of the principal stock
      exchange on which the Shares are listed.  Any other provision of
      the Plan notwithstanding, no modification of an Option shall, without the
      consent of the Optionee, impair his or her rights or obligations under
      such Option.

            


    

    


    
      	
              5.9.  

            	
              Liquidation.  In
      the event of the liquidation, dissolution or other winding up of the
      Company, all Options shall cease to be exercisable (unless the Committee
      at its sole discretion shall determine otherwise). Optionees shall not be
      entitled to damages or other compensation of any
  kind.

            


    


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


    
      	
              6.  

            	
              PAYMENT
      FOR OPTION SHARES

            


    

    


    
      	
              6.1.  

            	
              General
      Rule.  The entire Exercise Price of Shares issued upon
      exercise of Options shall be payable in cash at the time when such Shares
      are acquired, except that the Stock Option Agreement may specify that
      payment may be made in any other form(s) described in this Article
      6.

            


    

    


    
      	
              6.2.  

            	
              Exercise/Sale.  If
      permitted by the applicable Stock Option Agreement, payment may be made by
      delivery (on a form prescribed by the Company) of an undertaking to pay
      constituted by an irrevocable direction to a securities broker approved by
      the Company to sell Shares and to deliver all or part of the sales
      proceeds to the Company in payment of all or part of the Exercise Price
      and any withholding taxes.

            


    

    


    
      	
              6.3.  

            	
              Other forms of
      Payment.  If permitted by the applicable Stock Option
      Agreement, payment may be made in any other form that is consistent with
      applicable laws, regulations and
rules.

            


    

    


    
      	
              7.  

            	
              ADJUSTMENT
      OF SHARES

            


    

    


    
      	
              7.1.  

            	
              Adjustments.  In
      the event of a subdivision of the Shares; a declaration of a dividend
      payable in Shares; a declaration of a dividend payable in a form other
      than Shares in an amount that has a material effect on the price of
      Shares; a combination or consolidation of the issued Shares (by
      reclassification or otherwise) into a lesser number of Shares; a
      recapitalization; a capitalisation of profits or reserves; a rights issue;
      a reduction of capital; a spin-off or other similar corporate transaction
      or event that affects the Shares such that an adjustment is appropriate in
      order to prevent dilution or enlargement of the rights of Optionees under
      the Plan, the Committee shall make appropriate adjustments in one or more
      of (a) the number and kind of Shares available for future Awards under
      Article 3; (b) the definitions of Share and/or Ordinary Share; (c) the
      number and kind of Shares covered by each outstanding Option and (c) the
      Exercise Price under each outstanding Option (provided that the Exercise
      Price may not be reduced below the nominal value of a
      Share).  Except as provided in this Article 7, an Optionee shall
      have no rights by reason of any issue by the Company of shares of any
      class or securities convertible into shares of any class, any subdivision
      or consolidation of shares of any class, the payment of any stock dividend
      or any other increase or decrease in the number of shares of any
      class.

            


    

    


    
      	
              7.2.  

            	
              Reorganisation.  In
      the event that the Company is a party to a merger, takeover, Change in
      Control or other reorganization, outstanding Options shall be subject to
      the agreement of merger or reorganization, the terms of the relevant
      scheme of arrangement or other applicable transaction
      agreement.  Such agreement may provide, without limitation, for
      one or more of the following: (a) the continuation or assumption of
      outstanding Awards by the Company or the surviving company (the term
      “surviving company” for purposes of this Section 7.2 shall include
      reference to an acquiring company in a takeover situation) or its parent ;
      (b) substitution by the surviving corporation or its parent of awards with
      substantially the same terms for such outstanding Awards (and, if the
      Company is not a publicly traded entity, substitution of shares with
      equity of the surviving corporation or its parent with substantially the
      same terms as the outstanding Shares); (c) cancellation of all or any
      portion of the outstanding Awards (and the expiration of the balance, as
      appropriate) in exchange for a cash payment of the excess, if any, of the
      Market Value at the date of cancellation of the Shares subject to such
      outstanding Awards or portion thereof being cancelled over the aggregate
      Exercise Price, with respect to such Awards or portion thereof being
      cancelled; or (d) the acceleration of the vesting and exercisability of
      all or a portion of such outstanding Awards (and the expiration of the
      balance, as appropriate) to take effect at such time before or after
      completion of the merger, takeover, Change in Control or other
      reorganization as the Committee shall in its absolute discretion
      determine, followed by the lapse of any such Awards not so exercised, all
      in any case without the Optionee’s consent.  In the event that
      the relevant transaction agreement or document does not provide for any of
      the above, the Board has discretion to determine whether any one or more
      of (a) to (d) will apply to all or any portion of such outstanding
      Awards.

            


    


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    


    


    
      	
              8.  

            	
              LIMITATION
      ON RIGHTS

            


    

    


    
      	
              8.1.  

            	
              Retention Rights and
      Cessation of Employment.  Neither the Plan nor any Option
      granted under the Plan shall be deemed to give any individual a right to
      remain an employee or director of the Company or a Subsidiary. The Company
      and its Subsidiaries reserve the right to terminate the service of any
      employee or director at any time, with or without cause, subject to
      applicable laws, the Company’s Memorandum and Articles of Association and
      a written employment agreement (if any).  Under no circumstances
      will any Optionee ceasing to be an Employee be entitled to any
      compensation for any loss of any right or benefit or prospective right or
      benefit under the Plan which he might otherwise have enjoyed whether such
      compensation is claimed by way of damages for wrongful dismissal or other
      breach of contract or by way of compensation for loss of office or
      otherwise howsoever.

            


    

    


    
      	
              8.2.  

            	
              Shareholders’
      Rights.  An Optionee shall have no dividend rights,
      voting rights or other rights as a shareholder with respect to any Shares
      covered by his or her Award prior to filing the proper notice of exercise
      and tendering the Exercise Price for such Shares. No adjustment shall be
      made for cash dividends or other rights for which the record date is prior
      to the date when such notice of exercise and tender of Exercise Price is
      given, except as expressly provided in Article
  7.

            


    

    


    
      	
              8.3.  

            	
              Regulatory
      Requirements.  Any other provision of the Plan
      notwithstanding, the obligation of the Company to issue Shares under the
      Plan shall be subject to all applicable laws, rules and regulations and
      such approval by any regulatory body as may be required. The Company
      reserves the right to restrict, in whole or in part, the delivery of
      Shares pursuant to any Award prior to the satisfaction of all legal
      requirements relating to the issuance of such Shares, to their
      registration, qualification or listing or to an exemption from
      registration, qualification or
listing.

            


    

    


    
      	
              9.  

            	
              WITHHOLDING
      TAXES

            


    

    


    
      	
              9.1.  

            	
              Withholding
      Tax.  The Company or any Subsidiary is authorized to
      withhold from any Award granted, any payment relating to an Award under
      the Plan, including from a distribution of Shares, or any payroll or other
      payment to an Employee, amounts of withholding social insurance, levies
      and other taxes due in connection with any transaction involving an Award,
      and to take such other action as the Committee may deem advisable to
      enable the Company and Employee to satisfy obligations for the payment of
      withholding taxes and other tax obligations relating to any
      Award.  This authority shall include authority to withhold or
      receive Shares or other property and to make cash payments in respect
      thereof in satisfaction of an Employee’s tax obligations; provided,
      however, that the amount of tax withholding to be satisfied by withholding
      Shares shall be limited to the minimum amount of taxes and any amount of
      social insurance and/or levies, including employment taxes, required to be
      withheld under applicable Federal, state and local
  law.

            


    

    


    
      	
              9.2.  

            	
              Section
      409A.  It is intended that the Plan and Awards issued
      thereunder will comply with Section 409A of the Code (and any regulations
      and guidelines issued thereunder) to the extent the Awards are subject
      thereto, and the Plan and such Awards shall be interpreted on a basis
      consistent with such intent.  The Plan and any Award Agreements
      issued thereunder may be amended in any respect deemed by the Board or the
      Committee to be necessary in order to preserve compliance with Section
      409A of the Code.

            


    

    


    
      	
              10.  

            	
              FUTURE
      OF THE PLAN

            


    

    


    
      	
              10.1.  

            	
              Term of the
      Plan.  The Plan, as set forth herein, shall become
      effective as of the date of its approval by the Company’s shareholders at
      an Annual General Meeting to be held on the 21st July 2008. The Plan shall
      remain in effect until it is terminated under Section 10.2, except that no
      Option shall be granted after the 21st July
  2018.

            


    


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    


    


    
      	
              10.2.  

            	
              Amendment or
      Termination.  The Board may, at any time and for any
      reason, amend or terminate the Plan. An amendment of the Plan shall be
      subject to the approval of the Company’s shareholders only to the extent
      required by applicable laws, regulations or rules.  No Awards
      shall be granted under the Plan after the termination thereof. The
      termination of the Plan shall not affect any Option previously granted
      under the Plan.  Notwithstanding such termination, the Company
      shall continue to act, administer and manage the Plan in accordance with
      its terms.  Plan amendments may affect Options which have
      previously been granted under the Plan; provided, however, that no
      amendment to the Plan which would adversely affect the rights of an
      Optionee in respect of an Option previously granted to them shall apply to
      such existing Option without the consent of the
  Optionee.

            


    

    


    
      	
              11.  

            	
              FINANCIAL
      ASSISTANCE

            


    

    


    The
Company (or any Subsidiary) may from time to time at the absolute discretion of
the Board (or in the case of a Subsidiary of its board) provide monies to, make
loans to, guarantee loans for, or provide any form of financial assistance
permitted by applicable law to or for such one or more Optionees as it deems fit
in order to assist such Optionees to acquire Shares on foot of
Awards.  Any loan or guarantee shall be on such terms as to repayment,
interest or otherwise as the Board (or in the case of a Subsidiary as its board)
may determine.

    


    
      	
              12.  

            	
              DEFINITIONS

            


    

    


    
      	
              12.1.  

            	
              Award means any grant of
      an Option under the Plan.

            


    

    


    
      	
              12.2.  

            	
              Board means the
      Company’s Board of Directors, as constituted from time to
      time.

            


    

    


    
      	
              12.3.  

            	
              Change in Control
      means:

            


    

    


    
      	
               
      

            	
              (a)

            	
              The
      consummation of a merger or consolidation of the Company with or into
      another entity or any other corporate reorganisation (however effected,
      including by general offer or court-sanctioned compromise, arrangement or
      scheme), if more than 50% of the combined voting power of the continuing
      or surviving entity’s issued shares or securities outstanding immediately
      after such merger, consolidation or other reorganisation is owned by
      persons who were not shareholders of the Company immediately prior to such
      merger, consolidation or other
reorganization;

            


    

    


    (b)           The
sale, transfer or other disposition of all or substantially all of the Company’s
assets;

    


    
      	
               
      

            	
              (c)

            	
              A
      change in the composition of the Board, as a result of which fewer than
      50% of the incumbent directors are directors who either (i) had been
      directors of the Company on the date 24 months prior to the date of the
      event that may constitute a Change in Control (the “original directors”)
      or (ii) were elected, or nominated for election, to the Board with the
      affirmative votes of at least a majority of the aggregate of the original
      directors who were still in office at the time of the election or
      nomination and the directors whose election or nomination was previously
      so approved; or

            


    

    


    
      	
               
      

            	
              (d)

            	
              Any
      transaction as a result of which any person is the “beneficial owner” (as
      defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
      securities of the Company representing at least 50% of the total voting
      power represented by the Company’s then outstanding voting securities
      (e.g., issued shares). For purposes of this Subsection (d), the term
      “person” shall have the same meaning as when used in sections 13(d) and
      14(d) of the Exchange Act but shall exclude (i) a trustee or other
      fiduciary holding securities under an employee benefit plan of the Company
      or of a Subsidiary and (ii) a company owned directly or indirectly by the
      shareholders of the Company in substantially the same proportions as their
      ownership of the ordinary shares of the
Company.

            


    


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    


    


    A
transaction shall not constitute a Change in Control if its sole purpose is to
create a holding company that will be owned in substantially the same
proportions by the persons who held the Company’s issued shares immediately
before such transaction.

    


    
      	
              12.4.  

            	
              Code means the US
      Internal Revenue Code of 1986, as
amended.

            


    

    


    
      	
              12.5.  

            	
              Committee means the
      Compensation Committee of the Board or such other committee of the Board,
      as the Board may appoint to administer the Plan from time to
      time.

            


    

    


    
      	
              12.6.  

            	
              Company means ICON plc,
      an Irish corporation and its successor
  corporations.

            


    

    


    
      	
              12.7.  

            	
              Consultants Plan means
      the ICON plc Consultants Share Option Plan 2008 established pursuant to a
      resolution of shareholders passed on the same date as the resolution
      establishing this Plan.

            


    

    


    
      	
              12.8.  

            	
              Date of Grant means the
      date of the Committee resolution under which an Option is granted or as
      otherwise specified in the Committee resolution approving the Option
      Grant.

            


    

    


    
      	
              12.9.  

            	
              Employee means (a) an
      employee of the Company or of a Subsidiary, and (b) a director holding a
      salaried employment or office of the Company or any
      Subsidiary.

            


    

    


    
      	
              12.10.  

            	
              Exchange Act means the
      US Securities Exchange Act of 1934, as
amended.

            


    

    


    
      	
              12.11.  

            	
              Exercise Price means the
      amount for which one Share may be acquired upon exercise of an Option, as
      specified in the applicable Stock Option
  Agreement.

            


    

    


    
      	
              12.12.  

            	
              Internal Revenue Service
      means the US Internal Revenue
Service.

            


    

    


    
      	
              12.13.  

            	
              Market Value means the
      market price of Shares, determined by the Committee as follows: (i) if
      Shares are listed on a stock exchange on the date in question, then the
      Market Value shall be equal to the higher of par and the closing price
      reported for such date by the applicable composite-transactions report or,
      if the Shares were not traded on that day, the next preceding day that the
      Shares were traded; and (ii) if Shares are not traded on a stock exchange
      on the date in question, the Market Value shall be determined by the
      Committee in good faith on such basis as it deems
      appropriate.  Whenever possible, the determination of Market
      Value by the Committee shall be based on the prices reported in The Wall
      Street Journal, Eastern Edition, USA.  Such determination shall
      be conclusive and binding on all
persons.

            


    

    


    
      	
              12.14.  

            	
              NSO means an employee
      stock option not described in section 422 or 423 of the
    Code.

            


    

    


    
      	
              12.15.  

            	
              Option means a NSO
      granted under the Plan and entitling the holder to purchase by way of
      subscription (as such term is understood under Irish law)
      Shares.

            


    

    


    
      	
              12.16.  

            	
              Optionee means an
      individual or estate who holds an
Option.

            


    

    


    
      	
              12.17.  

            	
              Ordinary Share means one
      ordinary share in the capital of the
Company.

            


    

    


    
      	
              12.18.  

            	
              Plan means this ICON plc
      Employee Share Option Plan 2008, as it may be amended from time to
      time.

            


    

    


    
      	
              12.19.  

            	
              Securities and Exchange
      Commission means the US Securities and Exchange
      Commission.

            


    

    


    
      	
              12.20.  

            	
              Share means either one
      Ordinary Share or one ordinary share in the capital of the Company as
      represented by one American Depository share and as evidenced by an
      American Depository Receipt.

            


    


    
      
         


      

      
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              12.21.  

            	
              Stock Option Agreement
      means the agreement between the Company and an Optionee which contains the
      terms, conditions and restrictions pertaining to his or her Option and
      which shall be in such form as the Committee shall determine in its
      absolute discretion.

            


    

    


    
      	
              12.22.  

            	
              Subsidiary means any
      company, if the Company and / or one or more other Subsidiaries own not
      less than 50% of the total combined voting power of all classes of
      outstanding stock (e.g., issued shares) of such company. A company that
      attains the status of a Subsidiary on a date after the adoption of the
      Plan shall be considered a Subsidiary commencing as of such
      date.

            


    

    


     

     

     

     

     

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