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EXHIBIT 10.1




DIGENE CORPORATION

AMENDED AND RESTATED OMNIBUS PLAN




ARTICLE 1

PURPOSE; EFFECTIVE DATE; DEFINITIONS




     1.1 Purpose. This Digene Corporation Omnibus Plan (the “Plan”) is intended to
secure for Digene Corporation (the “Company”) and its stockholders the benefits of the
incentive inherent in common stock ownership by the employees of the Company and its subsidiaries
and directors of the Company who are largely responsible for the Company’s future growth and
continued financial success and to afford such persons the opportunity to obtain or increase their
proprietary interest in the Company on a favorable basis and thereby have an opportunity to share
in its success.



     1.2 Effective Date. Subject to the approval of the Board and to ratification by the
Company’s stockholders as provided in Section 7.9, this Plan shall be effective on and after March
26, 1996.



     1.3 Definitions. Throughout this Plan, the following terms shall have the meanings
indicated:



          (a) “Agreement” shall mean an Option Agreement, Restricted Stock Agreement,
Unrestricted Stock Agreement or SAR Agreement.




          (b) “Benefits” shall mean any one or more of the following awards that may be granted
under this Plan:




               (i) Options (including ISOs and NQSOs);



               (ii) Stock Appreciation Rights;



               (iii) Restricted Stock; or



               (iv) Unrestricted Stock.



          (c) “Board” shall mean the Board of Directors of the Company.




          (d) “Change of Control” shall mean (a) the reorganization, consolidation or merger of
the Company or any of its subsidiaries holding or controlling a majority of the assets relating to
the business of the Company, with or into any third party (other than a subsidiary); (b) the
assignment, sale, transfer, lease or other disposition of all or substantially all of the assets of
the Company and its subsidiaries taken as a whole; or (c) the acquisition by any third party or
group of third parties acting in concert, of beneficial ownership (within the meaning of Rule 13d-3
of the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act













 







of 1934, as amended) of shares of voting stock of the Company, the result of which in the case
of any transaction described in clauses (a), (b) and (c) above is that immediately after the
transaction the stockholders of the Company immediately before the transaction, other than the
acquiror, own less than fifty percent (50%) of the combined voting power of the outstanding voting
securities entitled to vote generally in the election of directors of the surviving or resulting
corporation in a transaction specified in clause (a) above, the acquiror in a transaction specified
in clause (b) above, or the Company or the acquiror in a transaction specified in clause (c) above.




          (e) “Code” shall mean the Internal Revenue Code of 1986, as amended, any successor
revenue laws of the United States, and the rules and regulations promulgated thereunder.




          (f) “Committee” shall mean any committee of the Board designated by the Board to
administer this Plan.




          (g) “Common Stock” shall mean the common stock, par value $.01 per share, of the
Company.




          (h) “Company” shall mean Digene Corporation, a Delaware corporation.




          (i) “Employee” shall mean any person engaged or proposed to be engaged as an officer
or employee of the Company or one of its subsidiaries.




          (j) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.




          (k) “Fair Market Value” shall mean with respect to the Common Stock on any day, (i)
the closing sales price on the immediately preceding business day of a share of Common Stock as
reported on the principal securities exchange on which shares of Common Stock are then listed or
admitted to trading, or (ii) if not so reported, the closing sales price on the immediately
preceding business day of a share of Common Stock as published in the NASDAQ National Market Issues
report in the Eastern Edition of The Wall Street Journal, or (iii) if not so reported, the average
of the closing bid and asked prices on the immediately preceding business day as reported on the
NASDAQ National Market System, or (iv) if not so reported, as furnished by any member of the
National Association of Securities Dealers, Inc. selected by the Committee. In the event that the
price of a share of Common Stock shall not be so reported or furnished, the Fair Market Value of a
share of Common Stock shall be determined by the Committee in good faith. The market value of an
Option granted under the Plan on any day shall be the market value of the underlying Stock,
determined as aforesaid, less the exercise price of the Option. A “business day” is any day, other
than Saturday or Sunday, on which the relevant market is open for trading.




          (l) “ISO” shall mean an Option that qualifies as an incentive stock option under Code
Section 422. No Option that is intended to be an ISO shall be invalid under this Plan for failure
to qualify as an ISO.




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          (m) “NQSO” shall mean a nonqualified stock option which is an Option that does not
qualify as an incentive stock option under Code Section 422.




          (n) “Non-Employee Director” shall mean a member of the Board who is not an Employee.




          (o) “Option” shall mean an option to purchase shares of Common Stock granted by the
Committee. An Option may be either an ISO or a NQSO, but only an Employee who is actually employed
by the Company may be granted an ISO.




          (p) “Option Agreement” shall mean the certificate evidencing an Option grant.




          (q) “Option Shares” shall mean the shares of Common Stock purchased upon exercise of
an Option.




          (r) “Plan” shall mean this Digene Corporation Omnibus Plan, as the same may be amended
from time to time.




          (s) “Restricted Stock” shall mean Common Stock granted under Article VI of this Plan,
subject to such restrictions as the Committee may determine, as evidenced in a Restricted Stock
Agreement. Shares of Common Stock shall cease to be Restricted Stock when, in accordance with the
terms of the Restricted Stock Agreement, they become transferable and free of substantial risk of
forfeiture.




          (t) “Restricted Stock Agreement” shall mean the certificate evidencing the grant of
Restricted Stock to an Employee pursuant to this Plan.




          (u) “Restriction Period” shall mean the time period during which Restricted Stock is
subject to the restrictions set forth in a Restricted Stock Agreement.




          (v) “SAR Agreement” shall mean the certificate evidencing the grant of a Stock
Appreciation Right to an Employee pursuant to this Plan.




          (w) “Stock Appreciation Right” or “SAR” shall mean the right to receive cash or Common
Stock, granted pursuant to Article V of this Plan and a SAR Agreement.




          (x) “10% Stockholder” shall mean an individual owning (directly or by attribution as
provided in Code Section 424(d)) stock possessing more than 10% of the total combined voting power
of all classes of stock of the Company.




          (y) “Unrestricted Stock” shall mean Common Stock granted under Article VI of this Plan
that is not Restricted Stock.




          (z) “Unrestricted Stock Agreement” shall mean the certificate evidencing the grant of
Unrestricted Stock to an Employee pursuant to this Plan.




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ARTICLE II

ADMINISTRATION




     2.1 Committee Administration. This Plan and the Benefits awarded hereunder shall be
interpreted, construed and administered by the Committee in its sole discretion. An Employee or
Non-Employee Director eligible for Benefits under the Plan may appeal to the Committee in writing
any decision or action of the Committee with respect to the Plan that adversely affects the
Employee or Non-Employee Director. Upon review of such appeal and in any other case where the
Committee has acted with respect to the Plan, the interpretation and construction by the Committee
of any provisions of this Plan or of any Benefit shall be conclusive and binding on all parties.



     2.2 Committee Composition. The Committee shall consist of not less than two persons
who shall be members of the Board and shall be subject to such terms and conditions as the Board
may prescribe. Each Committee member shall be a “disinterested person” within the meaning of Rule
16b-3 promulgated under the Exchange Act. Once designated, the Committee shall continue to serve
until otherwise directed by the Board. From time to time, the Board may increase the size of the
Committee and appoint additional members thereof, remove members (with or without cause) and
appoint new members in substitution therefor, fill vacancies however caused and remove all members
of the Committee.



     A majority of the entire Committee shall constitute a quorum, and the action of a majority of
the members present at any meeting at which a quorum is present shall be deemed the action of the
Committee. In addition, any decision or determination reduced to writing and signed by all of the
members of the Committee shall be fully as effective as if it had been made by a majority vote at a
meeting duly called and held. Subject to the provisions of this Plan and the Company’s bylaws, and
to any terms and conditions prescribed by the Board, the Committee may make such additional rules
and regulations for the conduct of its business as it shall deem advisable. The Committee shall
hold meetings at such times and places as it may determine.



     2.3 Committee Powers. The Committee shall have authority to award Restricted Stock
and Unrestricted Stock and to grant Options and SARs pursuant to an Agreement providing for such
terms (not inconsistent with the provisions of this Plan) as the Committee may consider
appropriate. Such terms shall include, without limitation, as applicable, the number of shares,
the Option price, the medium and time of payment, the term of each award and any vesting
requirements and may include conditions (in addition to those contained in this Plan) on the
exercisability of all or any part of an Option or SAR or on the transferability or forfeitability
of Restricted Stock. Notwithstanding any such conditions, the Committee may, in its discretion,
accelerate the time at which any Option or SAR may be exercised or the time at which Restricted
Stock may become transferable or nonforfeitable. In addition, the Committee shall have complete
discretionary authority to prescribe the form of Agreements; to adopt, amend and rescind rules and
regulations pertaining to the administration of the Plan; and to make all other determinations
necessary or advisable for the administration of this Plan. The express grant in the Plan of any
specific power to the Committee shall not be construed as limiting any power or authority of the
Committee. All expenses of administering this Plan shall be borne by the Company.



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     2.4 Limitation on Receipt of Benefits by Committee Members. No person while a member
of the Committee shall be eligible to receive any Benefits under this Plan other than Options
granted pursuant to Section 4.2, but a member of the Committee may exercise Options (but not Stock
Appreciation Rights) granted prior to his or her becoming a member of the Committee.



     2.5 Good Faith Determinations. No member of the Committee or other member of the
Board shall be liable for any action or determination made in good faith with respect to this Plan
or any Benefit granted hereunder.



ARTICLE III

ELIGIBILITY; TYPES OF BENEFITS; SHARES SUBJECT TO PLAN




     3.1 Eligibility. The Committee shall from time to time determine and designate the
Employees of the Company to receive Benefits under this Plan and the number of Options, Stock
Appreciation Rights and shares of Restricted Stock and Unrestricted Stock to be awarded to each
such Employee or the formula or other basis on which such Benefits shall be awarded to Employees.
In making any such award, the Committee may take into account the nature of services rendered by an
Employee, commissions or other compensation earned by the Employee, the capacity of the Employee to
contribute to the success of the Company and other factors that the Committee may consider
relevant.



     3.2 Types of Benefits. Benefits under this Plan may be granted in any one or any
combination of (a) Options, (b) Stock Appreciation Rights, (c) Restricted Stock and (d)
Unrestricted Stock, as described in this Plan. The Committee may (x) give Employees a choice
between two or more Benefits or combinations of Benefits, (y) award Benefits in tandem so that
acceptance of or exercise of one Benefit cancels the right of an Employee to another and (z) award
Benefits in any combination or combinations and subject to any condition or conditions consistent
with the terms of this Plan that the Committee in its sole discretion may consider appropriate.



     3.3 Shares Subject to this Plan. Subject to the provisions of Section 4.1(e)
(relating to adjustment for changes in Common Stock), the maximum number of shares that may be
issued under this Plan shall not exceed in the aggregate two million shares of Common Stock. Such
shares may be authorized and unissued shares or authorized and issued shares that have been
reacquired by the Company. If any Options granted under this Plan shall for any reason terminate
or expire or be surrendered without having been exercised in full, then the shares not purchased
under such Options shall be available again for grant hereunder. Anything in this Plan to the
contrary notwithstanding, in no event shall any Employee receive in any calendar year Benefits
under this Plan involving more than 500,000 shares of Common Stock (subject to adjustment as
provided in Section 4.1(e)).



     3.4 $100,000 Limitation. Except as provided elsewhere in this Section, the Committee
shall not grant an ISO to, or modify the exercise provisions of an outstanding ISO for, any person
who, at the time of grant or modification, as applicable, would thereby hold ISOs



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issued by the Company if the aggregate Fair Market Value (determined as of the respective
dates of grant and modification of each Option) of the Option Shares underlying such ISOs as are
exercisable for the first time during any calendar year would exceed $100,000 (or such other
limitation as may be prescribed by the Code from time to time). The foregoing restriction on
modification of outstanding ISOs shall not preclude the Committee from modifying an outstanding ISO
if, as a result of such modification and with the consent of the holder, such Option no longer
constitutes an ISO. Furthermore, if the $100,000 limitation (or such other limitation prescribed
by the Code) described in this Section is exceeded, then the ISO, the granting or modification of
which resulted in exceeding such limitation, shall be treated as an ISO up to the limitation, and
the excess shall be treated as a NQSO.



     3.5 Changes. In the event of any increase or decrease in the number of issued shares
of Common Stock resulting from a merger, reorganization, consolidation, recapitalization, stock
dividend, stock split or subdivision, such automatic substitution or adjustment shall be made in
the maximum aggregate number of shares which may be issued under this Plan, the maximum number of
shares with respect to which Benefits may be granted to any individual during any year, the number
and exercise price of shares subject to outstanding Options, and the number of shares subject to
other outstanding Benefits, as the Committee determines shall cause an equitable adjustment under
this Plan, in proportion to the effect of such change to the Common Stock generally; provided that
the number of shares subject to any Benefit shall be rounded down to the nearest whole number so
that the number of shares subject to any Benefit shall always be a whole number. In the event of a
change in the Common Stock as presently constituted, which change is limited to a change of all of
the authorized shares with par value into the same number of shares with a different par value or
without par value, the shares resulting from any such change shall be deemed to be the Common Stock
within the meaning of this Plan.



ARTICLE IV

STOCK OPTIONS




     4.1 Grant; Terms and Conditions. The Committee, in its discretion, may from time to
time grant ISOs or NQSOs, or both, to any Employee eligible to receive Benefits under this Plan.
Each Employee who is granted an Option shall receive an Option Agreement from the Company in a form
specified by the Committee and containing such provisions, consistent with this Plan, as the
Committee, in its sole discretion, shall determine at the time the Option is granted.



          (a) Number of Shares. Each Option Agreement shall state the number of shares of
Common Stock to which it pertains.




          (b) Option Price. Each Option Agreement shall state the Option exercise price, which,
in the case of an Option intended to be an ISO, shall not be less than 100% of the Fair Market
Value per share of Common Stock on the date of grant of the Option. In the case of an ISO granted
to a 10% Stockholder, the Option exercise price shall not be less than 110% of the Fair Market
Value per share of Common Stock on the date of grant of the Option. The date of the grant of an
Option shall be the date specified by the Committee in its grant of the Option. The price at which
each share of Common Stock covered by an NQSO granted under the Plan
may be purchased shall be the price determined by the Committee, in its absolute discretion,
to be suitable to attain the purposes of this Plan.




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          (c) Medium and Time of Payment. Upon the exercise of an Option, the Option exercise
price shall be payable in United States dollars, in cash (including by check) or (unless the
Committee otherwise prescribes) in shares of Common Stock owned by the optionee (but not with
Restricted Stock prior to the expiration of the Restriction Period), in NQSOs granted to the
optionee under the Plan which are then exercisable (provided that the purchase price of Common
Stock under an ISO may not be paid in NQSOs), or in a combination of cash, Common Stock and NQSOs.
If all or any portion of the Option exercise price is paid in Common Stock owned by the optionee,
then that stock shall be valued at its Fair Market Value as of the date the Option is exercised.
If all or any portion of the Option exercise price is paid in NQSOs granted to the optionee under
the Plan, then such NQSOs shall be valued at their Fair Market Value as of the date the Option is
exercised. For the purpose of assisting an optionee to exercise an Option, the Company may, in the
discretion of the Board, make loans to the optionee or guarantee loans made by third parties to the
optionee, in either case on such terms and conditions as the Board may authorize.




          (d) Term and Exercise of Options. The term of each Option shall be determined by the
Committee at the time the Option is granted; provided that the term of an Option shall in no event
be more than ten years from the date of grant or, in the case of an ISO granted to a 10%
Stockholder, more than five years from the date of grant. Not less than one hundred shares may be
purchased at any one time unless the number purchased is the total number at the time purchasable
under the Option. During the lifetime of an optionee, the Option shall be exercisable only by him
or her and shall not be assignable or transferable by him or her and no person shall acquire any
rights therein. Following an optionee’s death, the Option may be exercised (to the extent
permitted under the Plan) by the person designated by the optionee as a beneficiary in a written
notification delivered to the Committee prior to the optionee’s death, or if there is no such
written designation, by the executor or administrator of the optionee’s estate or by the person or
persons to whom such rights pass by will or by the laws of descent and distribution.




          (e) Recapitalization; Reorganization. Subject to any action that may be required on
the part of the stockholders of the Company, if the Company is the surviving corporation in any
merger, consolidation, sale, transfer, acquisition, tender offer or exchange offer which does not
result in a Change of Control, then each outstanding Option and Stock Appreciation Right shall
pertain to and apply to the securities or other consideration that a holder of the number of shares
of Common Stock subject to the Option or to which the Stock Appreciation Right relates would have
been entitled to receive in such transaction.




          If the Company is the surviving corporation in any merger, consolidation, sale, transfer,
acquisition, tender offer or exchange offer which results in a Change of Control, each optionee
shall, in such event, have the right immediately prior to such transaction to exercise his or her
Option or Stock Appreciation Right in whole or in part without regard to any installment provision
contained in his or her Agreement, but if a Stock Appreciation Right has been granted in connection
with an Option then neither the Option nor the Stock Appreciation Right shall be exercisable within
six months after their grant except in the event of death or disability of the



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optionee; provided, however, that the exercisability of any Option or Stock Appreciation Right
shall not be accelerated if, in the opinion of the Board, such acceleration would prevent pooling
of interests accounting treatment for the Change of Control transaction and such accounting
treatment is desired by the parties to such transaction. Any Option or Stock Appreciation Right
not exercised immediately prior to such transaction shall pertain to and apply to the securities or
other consideration that a holder of the number of shares of Common Stock subject to the Option or
to which the Stock Appreciation Right relates would have been entitled to receive in the
transaction. This paragraph shall apply to any outstanding Options which are ISOs to the extent
permitted by Code Section 422(d), and such outstanding ISOs in excess thereof shall, immediately
upon the occurrence of such a transaction, be treated for all purposes of the Plan as NQSOs and
shall be immediately exercisable as such as provided in such paragraph.




          A merger, consolidation, sale, transfer, acquisition, tender offer or exchange offer in which
the Company is not the surviving corporation, other than such a transaction effected for the
purpose of changing the Company’s domicile, shall cause each holder of an outstanding Option and
Stock Appreciation Right to have the right immediately prior to such transaction to exercise his or
her Option or Stock Appreciation Right in whole or in part without regard to any installment
provision contained in his or her Agreement, but if a Stock Appreciation Right has been granted in
connection with an Option then neither the Option nor the Stock Appreciation Right shall be
exercisable within six months after their grant except in the event of death or disability of the
optionee. Any Option or Stock Appreciation Right not exercised immediately prior to such
transaction shall pertain to and apply to the securities or other consideration that a holder of
the number of shares of Common Stock subject to the Option or to which the Stock Appreciation Right
relates would have been entitled to receive in the transaction. This paragraph shall apply to any
outstanding Options which are ISOs to the extent permitted by Code Section 422(d), and such
outstanding ISOs in excess thereof shall, immediately upon the occurrence of such a transaction, be
treated for all purposes of the Plan as NQSOs and shall be immediately exercisable as such as
provided in such paragraph.




          A dissolution or liquidation of the Company shall cause each outstanding Option and Stock
Appreciation Right to terminate, provided that each holder shall, in such event, have the right
immediately prior to such dissolution or liquidation to exercise his or her Option or Stock
Appreciation Right in whole or in part without regard to any installment provision contained in his
or her Agreement, but if a Stock Appreciation Right has been granted in connection with an Option
then neither the Option nor the Stock Appreciation Right shall be exercisable within six months
after their grant except in the event of death or disability of the optionee.




          Notwithstanding the foregoing, in no event shall any Option be exercisable after the date of
termination of the exercise period of such Option.




          In the case of a merger, consolidation, sale, transfer, acquisition, tender offer or exchange
offer effected for the purpose of changing the Company’s domicile, each outstanding Option and
Stock Appreciation Right shall continue in effect in accordance with its terms and shall apply or
relate to the same number of shares of common stock of such surviving corporation as the number of
shares of Common Stock to which it applied or related immediately



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prior to such transaction, adjusted for any increase or decrease in the number of outstanding
shares of common stock of the surviving corporation effected without receipt of consideration.




          In the event of a change in the Common Stock as presently constituted, which change is limited
to a change of all of the authorized shares with par value into the same number of shares with a
different par value or without par value, the shares resulting from any such change shall be deemed
to be the Common Stock within the meaning of this Plan.




          The foregoing adjustments shall be made by the Committee, whose determination shall be final,
binding and conclusive.




          Except as expressly provided in this subsection, the holder of an Option or Stock Appreciation
Right shall have no rights by reason of (i) any subdivision or consolidation of shares of any
class, (ii) any stock dividend, (iii) any other increase or decrease in the number of shares of
stock of any class, (iv) any dissolution, liquidation, merger or consolidation or spin-off,
split-off or split-up of assets of the Company or stock of another corporation or (v) any issuance
by the Company of shares of stock of any class or securities convertible into shares of stock of
any class. Moreover, except as expressly provided in this subsection, the occurrence of one or
more of such events shall not affect, and no adjustment by reason thereof shall be made with
respect to, the number or price of shares of Common Stock subject to the Option or the number of
shares that relate to a Stock Appreciation Right.




          The grant of an Option or Stock Appreciation Right pursuant to this Plan shall not affect in
any way the right or power of the Company to make adjustments, reclassifications, reorganizations
or changes of its capital or business structure or to merge or to consolidate or to dissolve,
liquidate, sell or otherwise transfer all or any part of its business or assets.




          The provisions of this Section 4.1(e) shall be limited in respect of ISOs to the extent
necessary to comply with the applicable provisions of Code Section 424(a).




          (f) Rights as a Stockholder. Subject to Section 7.10 of this Plan regarding
uncertificated shares, an optionee or a transferee of an Option shall have no rights as a
stockholder with respect to any shares covered by his or her Option until the date of the issuance
of a stock certificate to him or her for those shares upon payment of the exercise price. No
adjustments shall be made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in subsection 4.1(e).




          (g) Modification, Extension and Renewal of Options. Subject to the terms and
conditions and within the limitations of this Plan, the Committee may modify, extend or renew
outstanding Options granted under this Plan or accept the surrender of outstanding Options (to the
extent not theretofore exercised) and authorize the granting of new Options in substitution
therefor (to the extent not theretofore exercised). No modification of an Option shall, without
the consent of the optionee, alter or impair any rights or obligations under any Option theretofore
granted under this Plan.




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          (h) Exercisability and Term of Options. Unless earlier terminated, Options granted
pursuant to this Plan shall be exercisable at any time on or after the dates of exercisability and
before the expiration date set forth in the Option Agreement. Notwithstanding the foregoing, an
Option shall terminate and may not be exercised if the Employee to whom it is granted ceases to be
employed by the Company, except that: (1) unless the Committee shall determine that the Employee’s
employment was terminated for conduct that in the judgment of the Committee involves dishonesty or
action by the Employee that is detrimental to the best interest of the Company, the Employee may at
any time within three months after termination of his or her employment exercise his or her Option
but only to the extent the Option was exercisable by him or her on the date of termination of
employment; (2) if such Employee’s employment terminates on account of total and permanent
disability, then the Employee may at any time within one year after termination of his or her
employment exercise his or her Option but only to the extent that the Option was exercisable on the
date of termination of employment; and (3) if such Employee dies while in the employ of the
Company, or within the three or twelve month period following termination of his or her employment
as described in clause (1) or (2) above, then his or her Option may be exercised at any time within
twelve months following his or her death by the person specified in Section 4.1(d), but only to the
extent that such Option was exercisable by him or her on the date of termination of employment.
The last sentence shall apply to any outstanding Options which are ISOs to the extent permitted by
Code Section 422, and such outstanding ISOs in excess thereof shall, immediately upon the
occurrence of the event described in such sentence, be treated for all purposes of the Plan as
NQSOs and shall be immediately exercisable as such as provided in such sentence. The Committee
may, in its discretion, provide in any Option Agreement or determine at any time after the date of
grant that the exercisability of an Option will be accelerated, in whole or in part, in the event
of an Employee’s retirement, death or disability. Any cessation of employment, for purposes of
ISOs only, shall include any leave of absence in excess of 90 days unless the optionee’s
reemployment rights are guaranteed by law or by contract. The Committee may, in its discretion,
extend the post-termination exercise periods set forth in this subsection, but not beyond the
expiration date of the Option. Notwithstanding anything to the contrary in this subsection, an
Option may not be exercised by anyone after the expiration of its term. Notwithstanding anything
to the contrary in this subsection, an Option shall not terminate if the Employee to whom it is
granted ceases to be employed by the Company but continues to serve as a Director of the Company or
its successor, in which event the Option shall terminate if the Employee ceases to be a Director of
the Company or its successor and the Employee may at any time within three months after ceasing to
be a Director exercise his or her Option, but only to the extent that the Option was exercisable by
him or her on the date on which he or she ceased to be a Director.




     4.2 [Deleted by amendment.]



     4.3 Other Terms and Conditions. Through the Option Agreements authorized under this
Plan, the Committee may impose such other terms and conditions, not inconsistent with the terms
hereof, on the grant or exercise of Options, as it deems advisable.



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ARTICLE V

STOCK APPRECIATION RIGHTS




     5.1 Grant of Stock Appreciation Rights. The Committee, in its discretion, may from
time to time grant Stock Appreciation Rights to Employees under this Plan. Such Stock Appreciation
Rights may, but need not, be granted in conjunction with an Option grant.



     5.2 Exercise. Stock Appreciation Rights shall entitle the holder, upon exercise
thereof in whole or in part, to receive payment in the amount and form determined pursuant to
subsection 5.3(b). The exercise of Stock Appreciation Rights shall result in a termination of the
Stock Appreciation Rights with respect to the number of shares covered by the exercise and, if
granted in conjunction with an Option, shall also result in a termination of the related Option
with respect to the number of shares covered by the exercise.



     5.3 Terms and Conditions. Stock Appreciation Rights granted under this Plan to
Employees shall be evidenced by SAR Agreements, which shall be in such form and contain such
provisions, consistent with this Plan, as the Committee, in its sole discretion, shall determine at
the time the Stock Appreciation Right is granted.



          (a) Stock Appreciation Rights shall not be exercisable during the first six months after their
date of grant. Such rights shall not be transferable other than by will or by the laws of descent
and distribution and shall be exercisable during the holder’s lifetime only by the holder.




          (b) Upon exercise of Stock Appreciation Rights the holder shall be entitled to receive
therefor payment, in the sole discretion of the Committee, in the form of shares of Common Stock
(rounded down to the next whole number so that no fractional shares are issued), cash or any
combination thereof. The amount of such payment shall be equal in value to the difference between
the Stock Appreciation Right exercise price per share and the Fair Market Value per share of the
Common Stock on the date the Stock Appreciation Right is exercised, multiplied by the number of
shares with respect to which the Stock Appreciation Right shall have been exercised.




          (c) Stock Appreciation Rights shall terminate in accordance with the provisions of Section
4.1(h) if the holder’s employment with the Company terminates.




     5.4 Effect on Related Stock Option. The number of shares of Common Stock with respect
to which Stock Appreciation Rights are exercised (rather than the number of shares issued by the
Company upon such exercise) shall be deemed for the purpose of Section 3.3 to have been issued
under an Option granted pursuant to this Plan and shall not thereafter be available for the
granting of further Benefits under this Plan.



     5.5 No Rights as a Stockholder. Holders of Stock Appreciation Rights hereunder shall
have no rights as stockholders in respect thereof. No adjustments shall be made for dividends
(ordinary or extraordinary, whether in cash, securities or other property) or distributions or
other rights for which the record date is prior to the date such stock certificate is issued,
except as provided in subsection 4.1(e).



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ARTICLE VI

RESTRICTED AND UNRESTRICTED STOCK




     6.1 Restricted Stock. The Committee, in its discretion, may from time to time award
Restricted Stock to any Employee eligible to receive Benefits under this Plan. Each Employee who
is awarded Restricted Stock shall receive a Restricted Stock Agreement from the Company in a form
specified by the Committee and containing the terms and conditions, consistent with this Plan, as
the Committee, in its sole discretion, shall determine at the time the award is made. Such
conditions may include, but shall not be limited to, the deferral of a percentage of the Employee’s
annual cash compensation, not including dividends paid on Restricted Stock, if any, to be applied
toward the purchase of Restricted Stock upon such terms and conditions, including such discounts,
as may be set forth in the Restricted Stock Agreement.



     Restricted Stock awarded to Employees may not be sold, transferred, pledged or otherwise
encumbered during a Restriction Period commencing on the date of the award and ending at such later
date or dates as the Committee may designate at the time of the award. The Employee shall have the
entire beneficial ownership of the Restricted Stock awarded to him or her, including the right to
receive dividends and the right to vote such Restricted Stock.



     If an Employee ceases to be employed by the Company prior to the expiration of the Restriction
Period, then he or she shall forfeit all of his or her Restricted Stock with respect to which the
Restriction Period has not yet expired; provided, however, that the Restricted Stock Agreements, in
the discretion of the Committee and pursuant to such terms and conditions as it may impose, may
provide: (1) that, if such Employee’s employment terminates for any reason other than conduct that
in the judgment of the Committee involves dishonesty or action by the Employee that is detrimental
to the best interests of the Company, then the Restricted Stock or any related compensation
deferral or a portion thereof shall not be forfeited; (2) that, if such Employee’s employment
terminates on account of total and permanent disability, then the Employee shall not forfeit his or
her Restricted Stock or any related compensation deferral or a portion thereof; and (3) that, if
such Employee dies while employed by the Company, then his or her Restricted Stock or any related
compensation deferral or a portion thereof is not forfeited.



     Subject to Section 7.10, each Employee who is awarded Restricted Stock may, but need not, be
issued a stock certificate in respect of such shares of Restricted Stock. Each certificate
registered in the name of an Employee, if any, shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such award as specifically set forth in the
Restricted Stock Agreement.



     The Committee shall require that any stock certificate issued in the name of an Employee
representing shares of Restricted Stock be held in the custody of the Company until the expiration
of the Restriction Period applicable to such Restricted Stock and that, as a condition of such
issuance of a certificate for Restricted Stock, the Employee shall have delivered a stock power,
endorsed in blank, relating to the shares covered by such certificate. In no event shall the
Restriction Period end prior to the payment by the Employee to the Company of the amount of



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any federal, state or local income or employment tax withholding that may be required with
respect to the Restricted Stock.



     If any change is made in the Common Stock by reason of any merger, consolidation,
reorganization, recapitalization, stock dividend, split up, combination of shares, exchange of
shares, change in corporate structure, or otherwise, then any shares received by an Employee with
respect to Restricted Stock shall be subject to the same restrictions applicable to such Restricted
Stock and the certificates representing such shares shall be deposited with the Company.



     6.2 Unrestricted Stock. The Committee, in its discretion, may from time to time award
Unrestricted Stock to any Employee eligible to receive Benefits under this Plan. Each Employee who
is awarded Unrestricted Stock shall receive an Unrestricted Stock Agreement from the Company in a
form specified by the Committee and containing the terms and conditions of the award and such other
matters, consistent with this Plan, as the Committee, in its sole discretion, shall determine at
the time the award is made. Such conditions may include, but shall not be limited to, the deferral
of a percentage of the Employee’s annual cash compensation, not including dividends paid on the
Unrestricted Stock, if any, to be applied toward the purchase of Unrestricted Stock upon such terms
and conditions, including such discounts, as may be set forth in the Unrestricted Stock Agreement.
Upon the issuance of Unrestricted Stock to an Employee hereunder, the Employee shall have the
entire beneficial ownership and all the rights and privileges of a stockholder with respect to the
Unrestricted Stock awarded to him or her, including the right to receive dividends and the right to
vote such Unrestricted Stock. Subject to Section 7.10 of this Plan, each Employee who is awarded
Unrestricted Stock may, but need not, be issued a stock certificate in respect of such shares of
Unrestricted Stock.



ARTICLE VII

MISCELLANEOUS




     7.1 Withholding Taxes. An Employee granted Options, Restricted Stock, Unrestricted
Stock or Stock Appreciation Rights under this Plan shall be conclusively deemed to have authorized
the Company to withhold from the salary, commissions or other compensation of such Employee funds
in amounts or property (including Common Stock) in value equal to any federal, state and local
income, employment or other withholding taxes applicable to the income recognized by such Employee
and attributable to the Options, Option Shares, Restricted Stock, Unrestricted Stock or Stock
Appreciation Rights as, when and to the extent, if any, required by law; provided, however, that,
in lieu of the withholding of federal, state and local taxes as herein provided, the Company may
require that the Employee (or other person exercising such Option or Stock Appreciation Rights or
holding such Restricted Stock or Unrestricted Stock) pay the Company an amount equal to the
federal, state and local withholding taxes on such income at the time such withholding is required
or such other time as shall be satisfactory to the Company.



     7.2 Amendment, Suspension, Discontinuance or Termination of Plan. The Committee may
at any time amend, discontinue or terminate the Plan or any part thereof (including any amendment
deemed necessary to ensure that the Company may comply with any regulatory requirement or any
change in applicable law) or amend any Benefit previously



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granted, prospectively or retroactively (subject to Article III); provided, however, that, (i)
unless otherwise required by law, the rights of an Employee with respect to Benefits granted prior
to such amendment, discontinuance or termination may not be impaired without the consent of such
Employee; (ii) except as otherwise provided in Section 4.1(c) hereof, the Committee shall not
reduce the exercise price of Options previously awarded to any Employee, whether through amendment,
cancellation and replacement grant, or any other means, without prior stockholder approval; and
(iii) the Company will seek the approval of the Company’s stockholders for any amendment if such
approval is necessary to comply with the Code, Federal or state securities laws or any other
applicable laws or regulations, including the Marketplace Rules of the National Association of
Securities Dealers, Inc. The ability to grant Benefits under this Plan terminated on March 26,
2006.



     7.3 Governing Law. This Plan shall be governed by, and construed in accordance with,
the laws of the State of Maryland (without giving effect to principles of conflict of laws).



     7.4 Designation. This Plan may be referred to in other documents and instruments as
the “Digene Corporation Omnibus Plan.”



     7.5 Indemnification of Committee. In addition to such other rights of indemnification
as they may have as directors or as members of the Committee, the members of the Committee shall be
indemnified by the Company against the reasonable expenses, including attorneys’ fees, actually and
necessarily incurred in connection with the defense of any investigation, action, suit or
proceeding, or in connection with any appeal therefrom, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with this Plan or any
Benefit, and against all amounts paid by them in settlement thereof (provided such settlement is
approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a
judgment in or dismissal or other discontinuance of any such investigation, action, suit or
proceeding, except in relation to matters as to which it shall be adjudged in such investigation,
action, suit or proceeding that such Committee member is liable for negligence or misconduct in the
performance of his or her duties; provided that, within 60 days after institution of any such
investigation, action, suit or proceeding, a Committee member shall in writing offer the Company
the opportunity, at its own expense, to handle and defend the same.



     7.6 Reservation of Shares. The Company shall at all times during the term of this
Plan, and so long as any Benefit shall be outstanding, reserve and keep available (and will seek or
obtain from any regulatory body having jurisdiction any requisite authority in order to issue) such
number of shares of its Common Stock as shall be sufficient to satisfy the requirements of this
Plan. Inability of the Company to obtain from any regulatory body of appropriate jurisdiction
authority considered by the Company to be necessary or desirable to the lawful issuance of any
shares of its Common Stock hereunder shall relieve the Company of any liability in respect of the
nonissuance or sale of such Common Stock as to which such requisite authority shall not have been
obtained.



     7.7 Application of Funds. The proceeds received by the Company from the sale of
Common Stock pursuant to the exercise of Options will be used for general corporate purposes.



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     7.8 No Obligation to Exercise. The granting of a Benefit shall impose no obligation
upon the holder to exercise or otherwise realize the value of that Benefit.



     7.9 Approval of Stockholders. No Benefit granted under this Plan shall be enforceable
against the Company unless and until this Plan has been approved or ratified by the stockholders of
the Company in the manner and to the extent required by the Exchange Act and the General
Corporation Law of the State of Delaware.



     7.10 Uncertificated Shares. Each Employee who exercises an Option to acquire Common
Stock or is awarded Restricted Stock or Unrestricted Stock may, but need not, be issued a stock
certificate in respect of the Common Stock so acquired. A “book entry” (i.e., a
computerized or manual entry) shall be made in the records of the Company to evidence the issuance
of shares of Common Stock to an Employee where no certificate is issued in the name of the
Employee. Such Company records, absent manifest error, shall be binding on Employees. In all
instances where the date of issuance of shares may be deemed significant but no certificate is
issued in accordance with this Section 7.10, the date of the book entry shall be the relevant date
for such purposes.



     7.11 Forfeiture for Competition. If a participant in this Plan provides services to a
competitor of the Company or any of its subsidiaries, whether as an employee, officer, director,
independent contractor, consultant, agent or otherwise, such services being of a nature that can
reasonably be expected to involve the skills and experience used or developed by the participant
while an Employee, then that participant’s rights to any Benefits hereunder shall automatically be
forfeited, subject to a determination to the contrary by the Committee.



     7.12 Successors. This Plan shall be binding upon any and all successors of the
Company.



     7.13 Employment Rights. Nothing in this Plan or in any Agreement shall confer on any
Employee any right to continue in the employ of the Company or any of its subsidiaries or shall
interfere in any way with the right of the Company or any of its subsidiaries to terminate such
person’s employment at any time. Nothing in this Plan or in any Agreement shall confer on any
Non-Employee Director any right to continue to serve as a member of the Board, nor is there any
implied agreement or understanding that such Non-Employee Director will be nominated for reelection
to the Board.



     7.14 Other Actions. Nothing contained in the Plan shall be construed to limit the
authority of the Company to exercise its corporate rights and powers, including, but not by way of
limitation, the right of the Company to grant options for proper corporate purposes other than
under the Plan with respect to any employee or other person, firm, corporation or association.



     7.15 Tax Treatment and Characterization. Neither the Company nor any other person
represents or warrants to any Plan participant (i) that any Option granted hereunder shall be
considered an ISO for applicable tax purposes or (ii) that favorable or desirable tax treatment or
characterization will be applicable in respect of any Benefit.



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     7.16 Legend. The Committee may require each person exercising an Option to represent
to and agree with the Company in writing that he or she is acquiring the Option Shares without a
view to distribution thereof. In addition to any legend required by this Plan, the stock
certificates representing such Option Shares may include any legend which the Committee deems
appropriate to reflect any restrictions on transfer.



            All certificates for Option Shares shall be subject to such stock transfer orders and other
restrictions as the Committee may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange upon which the Common
Stock is then listed, any applicable federal or state securities law, and any applicable corporate
law, and the Committee may cause a legend or legends to be put on any such certificates to make
appropriate reference to such restrictions.


As amended by the Board at its July 30, 1998 meeting — Sections 1.1 and 1.3(h) revised to include
subsidiaries of the Company.



As amended by the Board at its September 10, 1998 meeting — Last sentence of Section 4.1(d) amended
to include exercise by a designated beneficiary and subsection (3) of Section 4.1(h) revised.



As amended and restated by the Board by unanimous written consent dated September 21, 2000 and
approved by the stockholders at the Annual Meeting held on October 26, 2000  — Adding “Change of
Control” definition to Section 1.3(d) and amending and restating Section 4.1(e) with provisions
regarding the treatment of Options in the event of a Change of Control transaction.



As amended by the Board at its October 26, 2000 meeting – “Change of Control” definition clarified;
and Section 4.2 (automatic grant to non-employee directors) deleted and moved to the Directors’
Plan.



As amended by the Board at its February 19, 2002 meeting – Sentence added to the end of Section
4.1(h), “Exercisability and Term of Options”, regarding termination of stock options if optionee
continues as a Director.



As revised by the Committee at its meeting held July 26, 2006 to require stockholder approval of
any reduction of the exercise price of outstanding Options, and to verify the termination of the
right to grant Benefits under the Plan as of March 26, 2006.



As revised by the Board by unanimous written consent dated November 2, 2006, to delete the prior
first paragraph of Section 4.1(e) and to add new Section 3.5 to require automatic anti-dilution
adjustment in the event of a reorganization or recapitalization.





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