Exhibit 10.1


MEDAREX, INC.

2005 EQUITY INCENTIVE PLAN


Section
1.               Purpose of the Plan. The purpose of the Plan is to aid Medarex,
Inc. and any Participating Company in securing and retaining Directors,
Officers, Consultants, and other Employees and to motivate such persons to
exert their best efforts on behalf of the Participating Company Group.


Section
2.               Definitions and Construction. Whenever used herein, the following terms shall
have their respective meanings set forth below:


(a)           “Affiliate”
means (i) an entity, other than a Parent Company, that directly, or
indirectly through one or more intermediary entities, controls the Company or
(ii) an entity, other than a Subsidiary Company, that is controlled by the
Company directly or indirectly through one or more intermediary entities. For
this purpose, the term “control” (including the term “controlled by”) means the
possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of the relevant entity, whether through the
ownership of voting securities, by contract or otherwise; or shall have such
other meaning assigned such term for the purposes of registration on Form S-8
under the Securities Act.


(b)           “Award”
means any Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Performance Share, Performance Unit, Deferred Stock
Award, Other Stock-based Award or Deferred Compensation Award granted under the
Plan.


(c)           “Award
Agreement” means a written agreement between the Company and a
Participant setting forth the terms, conditions and restrictions of the Award
granted to the Participant. An Award Agreement may be an “Option Agreement,” a “Stock
Appreciation Right Agreement,” a “Restricted Stock Agreement,” a “Restricted
Stock Unit Agreement,” a “Performance Share Agreement,” a “Performance Unit
Agreement,” a “Deferred Stock Award Agreement,” a “Deferred Compensation Award
Agreement” and such other cash agreement or “Stock-based Award Agreement”
containing such terms and conditions as shall be determined by the Committee
from time to time.


(d)           “Board”
means the Board of Directors of the Company.


(e)           “Cashless
Exercise” shall have the meaning set forth in Section 6(d).


(f)            “Cause”
shall have the meaning set forth in Section 6(h).


(g)           “Change
in Control” means, unless otherwise defined by the Participant’s
Award Agreement or contract of employment or service, the occurrence of any of
the following:


(i)            An acquisition (other than directly from the
Company) of any voting securities of the Company (the “Voting Securities”) by
any “Person” (as













the term “person”
is used for purposes of Section 13(d) or 14(d) of the Exchange Act) immediately
after which such Person has “Beneficial Ownership” (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of the combined voting
power of the Company’s then outstanding Voting Securities; provided, however,
that in determining whether a Change in Control has occurred, voting securities
which are acquired in a “Non-Control Acquisition” (as hereinafter defined)
shall not constitute an acquisition which would cause a Change in Control.


A “Non-Control Acquisition”
shall mean an acquisition of Voting Securities by (1) an employee benefit plan
(or a trust forming a part thereof) maintained by (x) the Company or (y) any
company or other Person of which a majority of its voting power or its equity
securities or equity interest is owned directly or indirectly by the Company (a
“Subsidiary”), (2) the Company or any Subsidiary, or (3) any Person in
connection with a Non-Control Transaction (as defined below);


(ii)           The individuals who, as of the Effective Date, are
members of the Board (the “Incumbent Board”), cease for any reason to
constitute at least 66 2/3% of the Board; provided, however, that if the election,
or nomination for election by the Company’s shareholders, of any new director
was approved by a vote of at least 66 2/3% of the Incumbent Board, such new
director shall be considered as a member of the Incumbent Board; provided,
further, however, that no individual shall be considered a member of the
Incumbent Board if such individual initially assumed office as a result of
either an actual or threatened “Election Contest” (as described in Rule 14a-11
promulgated under the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board (a “Proxy
Contest”) including by reason of any agreement intended to avoid or settle any
Election Contest or Proxy Contest; or


(iii)          Approval of the Company’s shareholders of: (1) a
merger, consolidation or reorganization involving the Company, unless (i) the
shareholders of the Company, immediately before such merger, consolidation or
reorganization, own, directly or indirectly immediately following such merger,
consolidation or reorganization, at least 66 2/3% of the combined voting power
of the outstanding Voting Securities of the company resulting from such merger,
consolidation or reorganization (the “Surviving Company”) in substantially the
same proportion as their ownership of the Voting Securities immediately before
such merger, consolidation or reorganization, (ii) the individuals who were
members of the Incumbent Board immediately prior to the execution of the
agreement providing for such merger, consolidation or reorganization constitute
at least 66 2/3% of the members of the board of directors of the Surviving
Company, and (iii) no Person, other than the Company, any Subsidiary, any
employee benefit plan (or any trust forming a part thereof) maintained by the
Company, the Surviving Company or any subsidiary thereof, or any Person who,
immediately prior to such merger,



 2
 









consolidation
or reorganization had Beneficial Ownership of 20% or more of the then
outstanding Voting Securities of the Company, has Beneficial Ownership of 20%
or more of the combined voting power of the Surviving Company’s then
outstanding voting securities (a transaction described in clause (i) through
(iii) shall herein be referred to as a “Non-Control Transaction”); (2) a
complete liquidation or dissolution of the Company; or (3) an agreement for the
sale or other disposition of all or substantially all of the assets of the
Company to any Person (other than a transfer to a Subsidiary).


Notwithstanding the foregoing, a Change in Control shall not be deemed
to occur solely because any Person (the “Subject Person”) acquired Beneficial
Ownership of more than the permitted amount of the outstanding Voting
Securities as a result of the acquisition of Voting Securities by the Company
which, by reducing the number of Voting Securities outstanding, increases the
proportional number of shares Beneficially Owned by the Subject Person,
provided that if a Change in Control would occur (but for the operation of this
sentence) as a result of the acquisition of Voting Securities by the Company,
and after such share acquisition, the Subject Person becomes the Beneficial
Owner of any additional Voting Securities which increases the percentage of the
then outstanding Voting Securities Beneficially Owned by the Subject Person,
then a Change in Control shall occur.


(h)           “Code” means the Internal Revenue Code of
1986, as amended, and any applicable regulations promulgated thereunder.


(i)            “Committee” means the Company’s
Compensation and Organization Committee and such other committee or
subcommittee of the Board, if any, duly appointed to administer the Plan and
having such powers in each instance as shall be specified by the Board. The
Committee shall have at least two members, each of whom shall be a “non-employee
director” as defined in Rule 16b-3 under the Exchange Act and an “outside
director” as defined in Section 162(m) of the Code and the regulations
thereunder, and, if applicable, meet the independence requirements of the
applicable stock exchange, quotation system or other self-regulatory
organization on which the Stock is traded. If, at any time, there is no
committee of the Board then authorized or properly constituted to administer
the Plan, the Board shall exercise all of the powers of the Committee granted
herein.


(j)            “Company” means Medarex, Inc., a New Jersey
corporation, or any successor company thereto.


(k)           “Consultant” means a person engaged to
provide consulting or advisory services (other than as an Employee or a member
of the Board) to a Participating Company, provided that the identity of such
person, the nature of such services or the entity to which such services are
provided would not preclude the Company from offering or selling securities to
such person pursuant to the Plan in reliance on registration on a Form S-8
Registration Statement under the Securities Act.


(l)            “Covered Employee” shall have the meaning
given to such term in Section 162(m) of the Code.



 3
 









 


(m)          “Deferral Period” shall have the meaning
set forth in Section 11(a).


(n)           “Deferred Compensation Award” means an
award granted to a Participant pursuant to Section 13 of the Plan.


(o)           “Deferred Stock Award” means an award of
Stock granted to a Participant pursuant to Section 11 of the Plan.


(p)           “Director” means a member of the Board.


(q)           “Disability” means a condition causing a
Participant to be disabled within the meaning of Section 409A(a)(2)(C) of the
Code.


(r)            “Dividend Equivalent” means a credit, made
at the discretion of the Committee or as otherwise provided by the Plan, to the
account of a Participant in an amount equal to the cash dividends paid on one
share of Stock for each share of Stock represented by an Award held by such
Participant.


(s)           “Effective Date” means the date that the
Plan is approved by the holders of a majority of shares of the outstanding
Stock of the Company.  That date is May
19, 2005.


(t)            “Elective Deferred Period” shall have the
meaning set forth in Section 11(b)(v).


(u)           “Employee” means any person treated as an
employee (including an Officer or a member of the Board who is also treated as
an employee) in the records of a Participating Company and, with respect to any
Incentive Stock Option granted to such person, who is an employee for purposes
of Section 422 of the Code; provided, however, that neither service as a member
of the Board nor payment of a director’s fee shall be sufficient to constitute
employment for purposes of the Plan. For purposes of the Plan, the Committee
shall determine in good faith and in the exercise of its discretion whether an
individual has become or has ceased to be an Employee and the effective date of
such individual’s employment or termination of employment, as the case may be.
For purposes of an individual’s rights, if any, under the Plan as of the time
of the Committee’s determination, all such determinations by the Committee
shall be final, binding and conclusive, notwithstanding that the Committee or
any court of law or governmental agency subsequently makes a contrary
determination.


(v)           “Exchange Act” means the Securities
Exchange Act of 1934, as amended.


(w)          “Fair Market Value” means, as of any date,
the value of a share of Stock or other property as determined by the Committee,
in its discretion, or by the Company, in its discretion, if such determination
is expressly allocated to the Company herein, subject to the following:


(i)            Except as otherwise
determined by the Committee, if, on such date, the Stock is listed on a
national or regional securities exchange or market



 4
 









 


system, the Fair Market Value of a share of Stock shall be the closing
price of a share of Stock (or the mean of the closing bid and asked prices of a
share of Stock if the Stock is so quoted instead) as quoted on the Nasdaq
National Market, the Nasdaq SmallCap Market or such other national or regional
securities exchange or market system constituting the primary market for the
Stock, as reported in The Wall Street Journal or such other source as the
Company deems reliable. If the relevant date does not fall on a day on which
the Stock has traded on such securities exchange or market system, the date on
which the Fair Market Value shall be established shall be the last day on which
the Stock was so traded prior to the relevant date, or such other appropriate
day as shall be determined by the Committee, in its discretion.


(ii)           Notwithstanding the foregoing,
the Committee may, in its discretion, determine the Fair Market Value on the
basis of the opening, closing, high, low or average sale price of a share of
Stock or the actual sale price of a share of Stock received by a Participant,
on such date or the trading day immediately preceding such date. The Committee
may vary its method of determination of the Fair Market Value as provided in
this Section for different purposes under the Plan.


(iii)          If, on such date, the Stock is
not listed on a national or regional securities exchange or market system, the
Fair Market Value of a share of Stock shall be as determined by the Committee
in good faith without regard to any restriction other than a restriction which,
by its terms, will never lapse.


(x)            “Full Value Award” means any of the
following types of Awards to the extent such Awards are settled in shares of
Stock:  Restricted Stock; Restricted
Stock Units; Performance Shares; Performance Units; Deferred Stock Awards; and
Other Stock-based Awards.


(y)           “Incentive Stock Option” means an Option
intended to be (as set forth in the Award Agreement) and which qualifies as an
incentive stock option within the meaning of Section 422(b) of the Code.


(z)            “Insider” means an Officer, a Director or
any other person whose transactions in Stock are subject to Section 16 of the
Exchange Act.


(aa)         “Nonqualified Stock Option” means an Option
not intended to be (as set forth in the Award Agreement) or not qualifying as
an incentive stock option within the meaning of Section 422(b) of the Code.


(bb)         “Officer” means any person designated by
the Board as an officer of the Company.


(cc)         “Option” means the right to purchase Stock
at a stated price for a specified period of time granted to a Participant
pursuant to Section 6 of the Plan. An Option may be either an Incentive Stock
Option or a Nonqualified Stock Option.



 5
 









 


(dd)         “Option Expiration Date” shall have the
meaning set forth in Section 6(f).


(ee)         “Other Stock-based Awards” means awards
that are valued in whole or in part by reference to or are otherwise based on
the Stock, including without limitation, convertible debentures, but excluding
Options, Restricted Stock Awards, Restricted Stock Units, Performance Awards,
Stock Appreciation Rights, Deferred Stock Awards and Deferred Compensation
Awards.


(ff)           “Parent Company” means any present or
future “parent company” of the Company, as defined in Section 424(e) of the
Code.


(gg)         “Participant” means any eligible person
under the Plan who has been granted one or more Awards.


(hh)         “Participating Company” means the Company
or any Parent Company, Subsidiary Company or Affiliate.


(ii)           “Participating Company Group” means, at any
point in time, all entities collectively which are then Participating Companies.


(jj)           “Performance Award” means an Award of
Performance Shares or Performance Units.


(kk)         “Performance Award Formula” means, for any
Performance Award, a formula or table established by the Committee pursuant to
Section 10 of the Plan which provides the basis for computing the value of a
Performance Award at one or more threshold levels of attainment of the
applicable Performance Goal(s) measured as of the end of the applicable
Performance Period.


(ll)           “Performance Goal” means a performance goal
established by the Committee pursuant to Section 10 of the Plan.


(mm)       “Performance Measure” shall have the
meaning set forth in Section 10(d).


(nn)         “Performance Period” means a period
established by the Committee pursuant to Section 10(c) of the Plan at the end
of which one or more Performance Goals are to be measured.


(oo)         “Performance Share” means a bookkeeping
entry representing a right granted to a Participant pursuant to Section 10 of
the Plan to receive a payment equal to the Fair Market Value of a share of
Stock, based upon a Performance Award Formula.


(pp)         “Performance Targets” shall have the
meaning set forth in Section 10(d).



 6
 









 


(qq)         “Performance Unit” means a bookkeeping
entry representing a right granted to a Participant pursuant to Section 10 of the
Plan to receive a payment of up to $100, as determined by the Committee, based
upon a Performance Award Formula.


(rr)           “Plan” means the Company’s 2005 Equity
Incentive Plan.


(ss)         “Predecessor Plans” means each of the
Company’s Amended and Restated 1991 Stock Option Plan, 1992 Stock Option Plan,
1994 Stock Option Plan, 1995 Stock Option Plan, 1996 Stock Option Plan, Houston
Biotechnology Incorporated Replacement Stock Option Plan, Houston Biotechnology
Incorporated 1994A Stock Option Plan, 1997 Stock Option Plan, 1999 Stock Option
Plan, 2000 Stock Option Plan, 2000 Non-Director/Officer Employee Stock Option
Plan, 2001 Non-Director/Officer Employee Stock Option Plan, 2001 Stock Option
Plan, and 2002 New Employee Stock Option Plan.


(tt)           “Restricted Stock Award” means an Award of
Restricted Stock.


(uu)         “Restricted Stock” means Stock granted to a
Participant pursuant to Section 8 of the Plan.


(vv)         “Restricted Stock Unit” or “Stock Unit” means a bookkeeping entry
representing a right granted to a Participant pursuant to Section 9 of the
Plan, to receive a share of Stock on a date determined in accordance with the
provisions of Section 9 and the Participant’s Award Agreement.


(ww)       “Restriction Period” means the period
established in accordance with Section 8 of the Plan during which shares
subject to a Restricted Stock Award are subject to Vesting Conditions.


(xx)          “Rule 16b-3” means Rule 16b-3 under the
Exchange Act, as amended from time to time, or any successor rule or
regulation.


(yy)         “SAR” or “Stock
Appreciation Right” means a bookkeeping entry representing, for each
share of Stock subject to such SAR, a right granted to a Participant pursuant
to Section 7 of the Plan to receive payment of an amount equal to the excess,
if any, of the Fair Market Value of a share of Stock on the date of exercise of
the SAR over the exercise price.


(zz)          “Section 162(m)” means Section 162(m) of
the Code.


(aaa)       “Securities Act” means the Securities Act
of 1933, as amended.


(bbb)      “Service” means a Participant’s employment
or service with the Participating Company Group, whether in the capacity of an
Employee, Officer, Director or Consultant. Unless otherwise provided by the
Committee, a Participant’s Service shall not be deemed to have terminated
merely because of a change in the capacity in which the Participant renders
such Service or a change in the Participating Company for which the Participant
renders such Service, provided that there is no interruption or termination of
the Participant’s Service. Furthermore, a Participant’s Service shall not be
deemed to have terminated if the



 7
 









 


Participant takes any military leave, sick leave, or other bona fide
leave of absence that is approved by the Company and otherwise complies with
the provisions of Section 14 of the Plan. A Participant’s Service shall be
deemed to have terminated either upon an actual termination of employment or
service with the Participating Company Group or upon the entity for which the
Participant performs Service ceasing to be a Participating Company. Subject to
the foregoing, the Company, in its discretion, shall determine whether the
Participant’s Service has terminated and the effective date of such
termination.


(ccc)       “Spread” shall have the meaning set forth
in Section 21(a)(3).


(ddd)      “Stock” means the common stock of the
Company, as adjusted from time to time in accordance with Section 4(c) of the
Plan.


(eee)       “Stock Unit”
means a bookkeeping entry representing a right granted to a Participant
pursuant to Section 13 of the Plan to receive a share of Stock on a date determined
in accordance with the provisions of Section 13 and the Participant’s Award
Agreement, if any.


(fff)         “Subsidiary Company” means any present or
future “subsidiary company” of the Company, as defined in Section 424(f) of the
Code.


(ggg)      “Ten Percent Owner” or “10% Owner” means a
Participant who, at the time an Option is granted to the Participant, owns
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of a Participating Company (other than an Affiliate)
within the meaning of Section 422(b)(6) of the Code.


(hhh)      “Vesting Conditions” mean those conditions
established in accordance with Section 8 or Section 9 of the Plan prior to the
satisfaction of which shares subject to a Restricted Stock Award or Restricted
Stock Unit Award, respectively, remain subject to forfeiture or a repurchase
option in favor of the Company upon the Participant’s termination of Service.


Captions and titles contained herein are for convenience only and shall
not affect the meaning or interpretation of any provision of the Plan. Except
when otherwise indicated by the context, the singular shall include the plural
and the plural shall include the singular. Use of the term “or” is not intended
to be exclusive, unless the context clearly requires otherwise.


Section 3.               Administration.


(a)           The Plan shall be
administered by the Committee. All questions of interpretation of the Plan or
of any Award shall be determined by the Committee, and such determinations
shall be final and binding upon all persons having an interest in the Plan or
such Award. A majority of the whole Committee present at a meeting at which a
quorum is present, or an act approved in writing by all members of the
Committee, shall be an act of the Committee. The Committee shall have full
power and authority, subject to such resolutions not inconsistent with the
provisions of the Plan as may from time to time be issued or adopted by the
Board, to grant Awards to Participants, pursuant to the provisions of the Plan.
The 



 8
 









 


Committee shall also interpret the provisions of the Plan and any Award
issued under the Plan (and any agreements relating thereto) and supervise the
administration of the Plan.


(b)           The Committee shall:
(i) select the Participants to whom Awards may from time to time be granted
hereunder; (ii) determine whether Incentive Stock Options, Nonqualified Stock
Options, Stock Appreciation Rights, Restricted Stock, Deferred Stock Awards,
Restricted Stock Units, Performance Shares, Performance Units, Other Stock-based
Awards, or Deferred Compensation Awards, or a combination of the foregoing, are
to be granted hereunder; (iii) determine the number of shares of Stock to be
covered by each Award granted hereunder; (iv) determine the terms, conditions
and restrictions applicable to each Award (which need not be identical) and any
shares acquired pursuant thereto, including, without limitation, (A) the
exercise or purchase price of Stock purchased pursuant to any Award, (B) the
method of payment for Stock purchased pursuant to any Award, (C) the method for
satisfaction of any tax withholding obligation arising in connection with any
Award, including by the withholding or delivery of shares of Stock, (D) the
timing, terms and conditions of the exercisability or vesting of any Award or
any shares acquired pursuant thereto, (E) the Performance Award Formula and
Performance Goals applicable to any Award and the extent to which such
Performance Goals have been attained, (F) the time of the expiration of any
Award, (G) the effect of the Participant’s termination of Service on any of the
foregoing, and (H) all other terms, conditions and restrictions applicable to
any Award or Stock acquired pursuant thereto not inconsistent with the terms of
the Plan; (v) determine whether, to what extent and under what circumstances
Awards may be settled in cash; (vi) determine whether, to what extent, and
under what circumstances Stock and other amounts payable with respect to an
Award under this Plan shall be deferred either automatically or at the election
of the Participant; and (vii) determine whether, to what extent, and under what
circumstances Option grants and/or other Awards under the Plan are to be made,
and operate, on a tandem basis.


(c)           The Chief Executive Officer and the
Chief Financial Officer or any other Officer designated by the Committee shall
have the authority to act on behalf of the Company with respect to any matter,
right, obligation, determination or election which is the responsibility of or
which is allocated to the Company herein. The Board or the Committee may, in
its discretion, delegate to a committee comprised of one or more Officers the
authority to grant one or more Awards, without further approval of the Board or
the Committee, to any Employee, other than a person who, at the time of such
grant, is an Insider; provided, however, that (i) such Awards shall not be
granted for shares of Stock in excess of the maximum aggregate number of shares
of Stock authorized for issuance pursuant to Section 4, (ii) the exercise price
per share of each such Award which is an Option or Stock Appreciation Right
shall be not less than the Fair Market Value per share of the Stock on the
effective date of grant (or, if the Stock has not traded on such date, on the
last day preceding the effective date of grant on which the Stock was traded),
and (iii) each such Award shall be subject to the terms and conditions of the
appropriate standard form of Award Agreement approved by the Board or the
Committee and shall conform to the provisions of the Plan and such other
guidelines as shall be established from time to time by the Board or the
Committee.



 9















 


(d)           With respect to participation by
Insiders in the Plan, at any time that any class of equity security of the
Company is registered pursuant to Section 12 of the Exchange Act, the Plan
shall be administered in compliance with the requirements, if any, of Rule
16b-3.


(e)           No member of the Committee shall be
liable for any action or determination made in good faith with respect to the
Plan or any Award thereunder.


Notwithstanding the foregoing, without the affirmative vote of holders
of a majority of the shares of Stock cast in person or by proxy at a meeting of
the shareholders of the Company at which a quorum representing a majority of
all outstanding shares of Stock is present or represented by proxy, the Board
shall not approve a program providing for either (i) the cancellation of
outstanding Options or SARs and the grant in substitution therefore of new
Options or SARs having a lower exercise price or (ii) the amendment of
outstanding Options or SARs to reduce the exercise price thereof. This paragraph
shall not be construed to apply to “issuing or assuming a stock option in a
transaction to which section 424(a) applies,” within the meaning of Section 424
of the Code.


Section
4.               Stock Subject to the Plan;
Individual Limitations on Awards.


(a)           Subject to adjustment as provided in
subsections (b) and (c) below, the maximum aggregate number of shares of Stock
that may be issued under the Plan shall be 6,500,000 shares and shall consist
of (i) authorized but unissued shares, or (ii) reacquired shares (treasury) of
Stock, or (iii) any combination thereof. Notwithstanding the foregoing, no more
than 3,000,000 of such shares of Stock may be issued pursuant to all Full Value
Awards.


If an outstanding Award for any reason expires or is terminated or
canceled without having been exercised or settled in full, or if shares of
Stock acquired pursuant to an Award subject to forfeiture or repurchase are
forfeited or repurchased by the Company at the Participant’s purchase price,
the shares of Stock allocable to the terminated portion of such Award or such
forfeited or repurchased shares of Stock shall again be available for issuance
under the Plan. Shares of Stock shall not be deemed to have been issued
pursuant to the Plan (i) with respect to any portion of an Award that is
settled in cash or (ii) to the extent such shares are withheld or reacquired by
the Company in satisfaction of tax withholding obligations pursuant to Section
19. Upon payment in shares of Stock pursuant to the exercise of a SAR, the
number of shares available for issuance under the Plan shall be reduced only by
the number of shares actually issued in such payment. If the exercise price of
an Option is paid by tender to the Company, or attestation to the ownership, of
shares of Stock owned by the Participant, the number of shares available for
issuance under the Plan shall be reduced by the net number of shares for which
the Option is exercised. The maximum number of shares available for issuance
under the Plan shall not be reduced to reflect any dividends or dividend
equivalents that are reinvested into additional shares of Stock or credited as
additional Performance Shares. The maximum number of shares of Stock shall not
be reduced by the issuance of shares of Stock hereunder due to the assumption,
conversion or substitution of Awards made by an entity acquired by the Company.
For the purposes of computing the total number of shares of Stock granted under
the Plan, where one or more types of Awards, both of which are payable in
shares of Stock, are granted in tandem with each other, such that the exercise
of one type of Award with respect to a number of shares 



 10
 









 


cancels an equal number of shares of the other, the number of shares
granted under both Awards shall be deemed to be equivalent to the number of shares
under one of the Awards.


(b)           The maximum aggregate number of
shares of Stock that may be issued under the Plan as set forth in subsection
(a) above shall be cumulatively increased from time to time by:


(i)            the number of shares of Stock authorized and
remaining available for the future grant of options under the Predecessor Plans
as of the Effective Date;


(ii)           the number of shares of Stock subject to that
portion of any option outstanding under a Predecessor Plan as of the Effective
Date which, on or after the Effective Date, expires or is terminated or
canceled for any reason without having been exercised; and


(iii)          the number of shares Stock that are withheld or
reacquired by the Company on or after the Effective Date in satisfaction of tax
withholding obligations pursuant to a Predecessor Plan.


Notwithstanding the foregoing, the aggregate number
of shares of Stock authorized for issuance under the Predecessor Plans that may
become authorized for issuance under the Plan pursuant to this subsection (b)
shall not exceed 10,000,000 shares.


The Plan shall serve as the successor to the
Predecessor Plans, and no further option grants shall be made under the
Predecessor Plans. All options outstanding under the Predecessor Plans as of
the Effective Date shall, immediately upon the Effective Date, be incorporated
into the Plan and treated as outstanding Options under the Plan. However, each
outstanding option so incorporated shall continue to be governed solely by the
terms of the documents evidencing such option. No provision of the Plan shall
be deemed to adversely affect or otherwise diminish the rights or obligations
of the holders of such incorporated options with respect to their acquisition
of shares of Stock which may exist under the terms of the Predecessor Plans
under which such incorporated option was issued. Subject to the rights of the
Participant under the incorporated option documents and Predecessor Plans, the
discretion delegated to the Committee hereunder may be exercisable with respect
to incorporated options to the same extent as it is exercisable with respect to
options originally granted under this Plan.


(c)           Subject to any required action by the
shareholders of the Company, in the event of any change in the Stock effected
without receipt of consideration by the Company, whether through merger,
consolidation, reorganization, reincorporation, recapitalization,
reclassification, stock dividend, stock split, reverse stock split, split-up,
split-off, spin-off, combination of shares, exchange of shares, or similar
change in the capital structure of the Company, or in the event of payment of a
dividend or distribution to the shareholders of the Company in a form other
than Stock (excepting normal cash dividends) that has a material effect on the
Fair Market Value of shares of Stock, appropriate adjustments shall be made in
the number and kind of shares subject to the Plan and to any outstanding Awards
and in the exercise or purchase price per share under any outstanding Award in
order to prevent dilution



 11
 









 


or enlargement
of Participants’ rights under the Plan. For purposes of the foregoing,
conversion of any convertible securities of the Company shall not be treated as
“effected without receipt of consideration by the Company.” Any fractional
share resulting from an adjustment pursuant to this subsection (c) shall be
rounded down to the nearest whole number, and in no event may the exercise or
purchase price under any Award be decreased to an amount less than the par
value, if any, of the stock subject to such Award. The Committee in its sole
discretion, may also make such adjustments in the terms of any Award to
reflect, or related to, such changes in the capital structure of the Company or
distributions as it deems appropriate, including modification of Performance
Goals, Performance Award Formulas and Performance Periods. The adjustments
determined by the Committee pursuant to this Section 4(c) shall be final,
binding and conclusive.


(d)           Notwithstanding any provision of the
Plan to the contrary, no more than ten percent (10%) of the maximum aggregate
number of shares of Stock that may be issued under the Plan shall be issued
pursuant to the exercise or settlement of Restricted Stock Awards, Restricted
Stock Unit Awards, Deferred Stock Awards and Other Stock-based Awards.


(e)           The maximum number of shares of Stock
with respect to which Options and/or SARs may be granted to any Participant in
any fiscal year of the Company shall be 1,000,000 shares.  The maximum number of shares with respect to
which Full Value Awards, in the aggregate, may be granted to any Participant in
any fiscal year of the Company shall be 200,000 shares.  In connection with a Participant’s (i)
commencement of Service or (ii) promotion, a Participant may be granted Options
and/or SARs for up to an additional 500,000 shares or may be granted Full Value
Awards, in the aggregate, for up to an additional 50,000 shares none of which
shall count against the limit set forth in the preceding sentence.  The foregoing limitations shall be adjusted proportionately
in connection with any change in the Company’s capitalization pursuant to
subsection (c) above.  To the extent
required by Section 162(m) of the Code or the regulations thereunder, in
applying the foregoing limitations with respect to a Participant, if any Awards
are canceled, the canceled Awards shall continue to count against the maximum
number of shares of Stock with respect to which Awards may be granted to the
Participant.  For this purpose, if the
Company reprices an Option (or in the case of a SAR, if the base amount on
which the stock appreciation is calculated is reduced to reflect a reduction in
the Fair Market Value of the Stock), and if such repricing or reduction (in the
case of a SAR) is approved by the shareholders of the Company, then such
repricing or reduction shall be treated as the cancellation of the existing
Option or SAR and the grant of a new Option or SAR.


Section
5.               Eligibility.


(a)           Awards may, at the Committee’s sole
discretion, be granted in the form of Options pursuant to Section 6, SARs
pursuant to Section 7, Restricted Stock Awards pursuant to Section 8,
Restricted Stock Unit Awards pursuant to Section 9, Performance Awards pursuant
to Section 10, Deferred Stock Awards pursuant to Section 11, Other Stock-based
Awards pursuant to Section 12, Deferred Compensation Awards pursuant to Section
13, or any combination thereof. All Awards shall be subject to the terms,
conditions, restrictions and limitations of the Plan. The Committee may, in its
sole judgment, subject an Award at any



 12
 









 


time to such
other terms, conditions, restrictions and/or limitations, (including, but not
limited to, the time and conditions of exercise and restrictions on
transferability and vesting), provided they are not inconsistent with the terms
of the Plan. Awards under a particular Section of the Plan need not be uniform
and Awards under two or more Sections may be combined into a single Award
Agreement. Any combination of Awards may be granted at one time and on more
than one occasion to the same Participant.


(b)           In order to facilitate the making of
any Award to Participants who are employed or retained by the Company outside
the United States as Employees, Directors or Consultants (or who are foreign
nationals temporarily within the United States), the Committee may provide for
such modifications and additional terms and conditions (“special terms”) in
Awards as the Committee may consider necessary or appropriate to accommodate
differences in local law, policy or custom or to facilitate administration of
the Plan. The special terms may provide that the grant of an Award is subject
to (1) applicable governmental or regulatory approval or other compliance with
local legal requirements and/or (2) the execution by the Participant of a
written instrument in the form specified by the Committee, and that in the
event such conditions are not satisfied, the grant shall be void.  The Committee may adopt or approve sub-plans,
appendices or supplements to, or amendments, restatements, or alternative
versions of, the Plan as it may consider necessary or appropriate for purposes
of implementing any special terms, without thereby affecting the terms of the
Plan as in effect for any other purpose; provided, however, no such sub-plans,
appendices or supplements to, or amendments, restatements, or alternative
versions of, the Plan shall: (i) increase the number of available shares under
Section 4; (ii) cause the Plan to cease to satisfy any conditions of Rule 16b-3
under the Exchange Act or, with respect to Covered Employees, Section 162(m) of
the Code; or (iii) revoke, remove or reduce any vested right of a Participant
without the prior written consent of such Participant.


(c)           Unless otherwise specifically
determined by the Committee, all Awards and payments pursuant to such Awards
shall be determined in U.S. currency. The Committee shall determine, in its
discretion, whether and to the extent any payments made pursuant to an Award
shall be made in local currency, as opposed to U.S. dollars. In the event
payments are made in local currency, the Committee may determine, in its
discretion and without liability to any Participant, the method and rate of
converting the payment into local currency.


(d)           The Committee shall have the right at
any time and from time to time and without prior notice to modify outstanding
Awards to comply with or satisfy local laws and regulations or to avoid costly
governmental filings. By means of illustration, but not limitation, the
Committee may restrict the method of exercise of an Award to facilitate
compliance with applicable securities laws or exchange control filings, laws or
regulations.


(e)           No Employee in any country shall have
any right to receive an Award, except as expressly provided for under the Plan.
All Awards made at any time are subject to the prior approval of the Committee.


(f)            Awards may be granted only to
Employees, Consultants and Directors. For purposes of the foregoing sentence, “Employees,”
“Consultants” and “Directors” shall include prospective Employees, prospective
Consultants and prospective Directors to whom



 13
 









 


Awards are
granted in connection with written offers of an employment or other service
relationship with the Participating Company Group; provided, however, that no
Stock subject to any such Award shall vest, become exercisable or be issued
prior to the date on which such person commences Service.


(g)           Awards are granted solely at the
discretion of the Committee. Eligible persons may be granted more than one
Award. However, eligibility in accordance with this Section shall not entitle
any person to be granted an Award, or, having been granted an Award, to be
granted an additional Award.


Section
6.               Options. Any Option granted under the Plan shall be in
such form as the Committee may from time to time approve. Any such Option shall
be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall deem desirable.


(a)           Option Price. The purchase price per share of the Stock
purchasable under an Option shall be determined by the Committee, but will be
not less than 100% of the Fair Market Value of the Stock on the date of the
grant of the Option, as determined in accordance with procedures established by
the Committee. Notwithstanding the foregoing, the purchase price per share of
the Stock purchasable under any Incentive Stock Option granted to any 10% Owner
shall not be less then 110% of the Fair Market Value of the Stock on the date
of the grant of the Option, as determined in accordance with procedures
established by the Committee.


(b)           Option Period. The term of each Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable after the
expiration of 10 years from the date the Option is granted. Notwithstanding the
foregoing, no Incentive Stock Option granted to a 10% Owner shall be
exercisable after the expiration of five years from the date the Option is
granted.


(c)           Exercisability.


(i)            Options shall be exercisable at such time or times
as determined by the Committee at or subsequent to the date of grant. Unless
otherwise determined by the Committee at or subsequent to the date of grant, no
Option shall be exercisable until the first anniversary date of the granting of
the Option, except as provided in subsections (f), (g), (h) or (i) of this
Section 6 and subsection (a) of Section 21.


(ii)           Solely for Federal income tax purposes, to the
extent that the aggregate Fair Market Value of Stock with respect to which
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year exceeds $100,000.00 (as of the date of grant), such
Options shall be treated as Nonqualified Stock Options. For purposes of this
rule, Options shall be taken into account in the order in which they were
granted.


(d)           Method of Exercise. Options may be exercised, in whole or in
part, by giving written notice of exercise to the Company specifying the number
of shares to be



 14
 









 


purchased.
Except as otherwise provided below, payment of the exercise price for the
number of shares of Stock being purchased pursuant to any Option shall be made
(i) in cash, by check or in cash equivalent, (ii) by tender to the Company, or
attestation to the ownership, of shares of Stock owned by the Participant
having a Fair Market Value not less than the exercise price, (iii) by delivery
of a properly executed notice of exercise together with irrevocable
instructions to a broker providing for the assignment to the Company of the
proceeds of a sale or loan with respect to some or all of the shares being
acquired upon the exercise of the Option (including, without limitation,
through an exercise complying with the provisions of Regulation T as
promulgated from time to time by the Board of Governors of the Federal Reserve
System) (a “Cashless Exercise”), (iv) by such other consideration as may be
approved by the Committee from time to time to the extent permitted by
applicable law, or (v) by any combination thereof. The Committee may at any
time or from time to time grant Options which do not permit all of the
foregoing forms of consideration to be used in payment of the exercise price or
which otherwise restrict one or more forms of consideration.


Notwithstanding the foregoing, an Option may not be
exercised by tender to the Company, or attestation to the ownership, of shares
of Stock to the extent such tender or attestation would constitute a violation
of the provisions of any law, regulation or agreement restricting the
redemption of the Company’s stock. Unless otherwise provided by the Committee,
an Option may not be exercised by tender to the Company, or attestation to the
ownership, of shares of Stock unless such shares either have been owned by the
Participant for more than six (6) months (and not used for another Option
exercise by attestation during such period) or were not acquired, directly or
indirectly, from the Company.


The Company reserves, at any and all times, the
right, in the Company’s sole and absolute discretion, to establish, decline to
approve or terminate any program or procedures for the exercise of Options by
means of a Cashless Exercise, including with respect to one or more
Participants specified by the Company, notwithstanding that such program or
procedures may be available to other Participants.


(e)           Restrictions on Transferability. During the lifetime of the
Participant, an Option shall be exercisable only by the Participant or the
Participant’s guardian or legal representative. Prior to the issuance of shares
of Stock upon the exercise of an Option, the Option shall not be subject in any
manner to anticipation, alienation, sale, exchange, transfer, assignment,
pledge, encumbrance, or garnishment by creditors of the Participant or the
Participant’s beneficiary, except transfer by will or by the laws of descent
and distribution. Notwithstanding the foregoing, to the extent permitted by the
Committee, in its discretion, and set forth in the Award Agreement evidencing
such Option, a Nonqualified Stock Option shall be assignable or transferable to
a “family member” of the Participant as such term is defined in and subject to
the applicable limitations, if any, described in the General Instructions to
Form S-8 Registration Statement under the Securities Act.


(f)            Termination by Death. Except to the extent otherwise
provided by the Committee at or after the time of grant, if a Participant’s
Service terminates by reason of death, the Option may thereafter be immediately
exercised in full by the legal representative of the estate or by the legatee
of the Participant under the will of the Participant until the expiration of
the stated period of the Option (the “Option Expiration Date”).



 15
 









 


(g)           Termination by Reason of Disability. Except to the extent
otherwise provided by the Committee at or after the time of grant, if a
Participant’s Service terminates by reason of Disability, any Option held by
such Participant may thereafter be exercised in full at any time prior to three
(3) years from the date of such termination, but in no event later than the
Option Expiration Date. Notwithstanding the foregoing, if the Option is an
Incentive Stock Option and is not exercised within 12 months of the date the
Participant’s Service is terminated by reason of the Participant being
permanently and totally disabled within the meaning of Section 22(e)(3) of the
Code, the Option shall thereafter be treated as a Nonqualified Stock Option and
not an Incentive Stock Option. If the Participant dies during the 12-month
period commencing on the date his/her Service terminates by reason of such
permanent and total disability, however, then the Option will continue to be an
Incentive Stock Option until the Option Expiration Date.


(h)           Termination
for Cause. If a Participant’s Service is terminated by reason of “Cause,”
the Option to the extent unexercised and exercisable by the Participant on the
date on which the Participant’s Service terminated, shall immediately terminate
and shall be forfeited in its entirety. For the purposes of the Plan, “Cause”
shall mean, unless otherwise provided in an Award Agreement: (i) any gross
failure by the Participant (other than by reason of Disability) to faithfully
and professionally carry out his or her duties or to comply with any other
material provision of his or her employment agreement, if any, which continues
for thirty (30) days after written notice by the Participating Company for
which the Participant is performing services (the “Employer”); provided, that
the Employer does not have to provide notice in the event that the failure is
not susceptible to remedy or relates to the same type of acts or omissions as
to which notice has been given on a prior occasion; (ii) the Participant’s
dishonesty or other willful misconduct; (iii) the Participant’s conviction of
any felony or of any other crime involving moral turpitude, whether or not
relating to his or her employment; (iv) the Participant’s insobriety or use of
drugs, chemicals or controlled substances either in the course of performing
his or her duties and responsibilities for a Participating Company or otherwise
affecting the ability of Participant to perform those duties and
responsibilities; (v) the Participant’s failure to comply with a lawful written
direction of the Employer; (vi) any wanton or willful dereliction of duties by
the Participant; or (vii) breach of the Employer’s Standards of Integrity or
insider trading policies. Notwithstanding the foregoing, in the event that a
Participant is a party to an employment agreement with the Company or any other
Participating Company that defines a termination on account of “Cause” (or a
term having similar meaning), such definition shall apply as the definition of
a termination of account of “Cause” for purposes hereof, but only to the extent
that such definition provides the Participant with greater rights. A
termination on account of Cause shall be communicated by written notice to the
Participant, and shall be deemed to occur on the date such notice is sent to
the Participant.


(i)            Other Termination. Unless otherwise determined by the
Committee at or after grant, if the Participant’s Service terminates for any
reason except Disability, death or Cause, the Option, to the extent unexercised
and exercisable by the Participant on the date on which the Participant’s
Service terminated, may be exercised by the Participant at any time prior to
the expiration of three (3) months after the date on which the Participant’s
Service terminated, but in any event no later than the Option Expiration Date.
Notwithstanding the foregoing, if such termination is by action of the Company
within 18 months following a



 16
 









 


Change in
Control (other than discharge for Cause), any unexercised portion of the Option
may be exercised by the Participant until the earlier of (x) six (6) months and
one day after such termination or (y) the Option Expiration Date.
Notwithstanding the foregoing, if the Option is not exercised within three (3)
months of the date Participant’s Service is terminated, the Option shall be
treated as a Nonqualified Option and not an Incentive Stock Option.


(j)            Extension
if Exercise Prevented by Law. Notwithstanding the foregoing, if the
exercise of an Option within the applicable time periods set forth above is
prevented by the provisions of Section 22 below, the Option shall remain
exercisable until three (3) months (or such longer period of time as determined
by the Committee, in its discretion) after the date the Participant is notified
in writing by the Company that the Option is exercisable, but in any event no
later than the Option Expiration Date.


(k)           Extension
if Participant Subject to Section 16(b). Notwithstanding the
foregoing, if a sale within the applicable time periods set forth above of
shares acquired upon the exercise of the Option would subject the Participant
to suit under Section 16(b) of the Exchange Act, the Option shall remain
exercisable until the earliest to occur of (i) the tenth (10th) day following
the date on which a sale of such shares by the Participant would no longer be
subject to such suit, (ii) the one hundred and ninetieth (190th) day after the
Participant’s termination of Service, or (iii) the Option Expiration Date.


Section
7.               Stock Appreciation Rights.


(a)           Types
of SARs Authorized. SARs shall be granted independently of and not
in tandem with any Option.


(b)           Exercise
Price. The exercise price for each SAR shall be established in the
discretion of the Committee; provided, however, that the exercise price per
share subject to a SAR shall be not less than the Fair Market Value of a share
of Stock on the effective date of grant of the SAR.


(c)           Exercisability
and Term of SARs. SARs shall be exercisable at such time or times,
or upon such event or events, and subject to such terms, conditions,
performance criteria and restrictions as shall be determined by the Committee
and set forth in the Award Agreement evidencing such SAR; provided, however,
that no SAR shall be exercisable after the expiration of ten (10) years after
the effective date of grant of such SAR.


(d)           Exercise
of SARs. Upon the exercise (or deemed exercise pursuant to
subsection (e) below) of a SAR, the Participant (or the Participant’s legal
representative or other person who acquired the right to exercise the SAR by
reason of the Participant’s death) shall be entitled to receive payment of an
amount for each share with respect to which the SAR is exercised equal to the
excess, if any, of the Fair Market Value of a share of Stock on the date of
exercise of the SAR over the exercise price. Subject to Section 409A of the
Code, payment of such amount shall be made in cash, shares of Stock, or any
combination thereof as determined by the Committee. Unless otherwise provided
in the Award Agreement evidencing such SAR, payment shall be made in a lump sum
as soon as practicable following the date of exercise of the SAR. Subject to
Section 409A of the Code, the Award Agreement evidencing



 17
 









 


any SAR may
provide for deferred payment in a lump sum or in installments. When payment is
to be made in shares of Stock, the number of shares to be issued shall be
determined on the basis of the Fair Market Value of a share of Stock on the
date of exercise of the SAR. For purposes of Section 7, a SAR shall be deemed
exercised on the date on which the Company receives notice of exercise from the
Participant or as otherwise provided in Section 7(e).


(e)           Deemed
Exercise of SARs. If, on the date on which a SAR would otherwise
terminate or expire, the SAR by its terms remains exercisable immediately prior
to such termination or expiration and, if so exercised, would result in a
payment to the holder of such SAR, then any portion of such SAR which has not
previously been exercised shall automatically be deemed to be exercised as of
such date with respect to such portion.


(f)            Effect
of Termination of Service. Subject to earlier termination of the SAR
as otherwise provided herein and unless otherwise provided by the Committee in
the grant of a SAR and set forth in the Award Agreement, a SAR shall be
exercisable after a Participant’s termination of Service only during the
applicable time period determined in accordance with Section 6(f) through (k)
(treating the SAR as if it were an Option) and thereafter shall terminate.


(g)           Nontransferability
of SARs. During the lifetime of the Participant, a SAR shall be
exercisable only by the Participant or the Participant’s guardian or legal
representative. Prior to the exercise of a SAR, the SAR shall not be subject in
any manner to anticipation, alienation, sale, exchange, transfer, assignment,
pledge, encumbrance, or garnishment by creditors of the Participant or the
Participant’s beneficiary, except transfer by will or by the laws of descent
and distribution.


Section
8.               Restricted Stock Awards.


(a)           Stock and Administration. Shares of Restricted Stock may be
issued either alone or in addition to Options, Deferred Stock Awards or other
Awards granted under the Plan. The Committee shall determine the Directors,
Consultants, and Employees of the Participating Company Group to whom, and the
time or times at which, grants of Restricted Stock will be made, the number of
shares to be awarded, the time or times within which such Restricted Stock
Awards may be subject to forfeiture, and all other conditions of the Awards.
The provisions of Restricted Stock Awards need not be the same with respect to
each recipient.


(b)           Awards and Certificates. The prospective recipient of an
Award of shares of Restricted Stock shall not, with respect to such Award, be
deemed to have become a Participant, or to have any rights with respect to such
Award, until and unless such recipient shall have executed an agreement or
other instrument evidencing the Award and delivered a fully executed copy
thereof to the Company and otherwise complied with the then applicable terms
and conditions.


(i)            Each Participant shall be issued a stock
certificate in respect of shares of Restricted Stock awarded under the Plan.
Such certificate shall be registered in the name of the Participant, and shall
bear an appropriate legend



 18
 









 


referring to
the terms, conditions, and restrictions applicable to such Award, substantially
in the following form:


“The transferability of this
certificate and the shares of stock represented hereby are subject to the terms
and conditions (including forfeiture) of the Medarex, Inc. 2005 Equity
Incentive Plan and an Agreement entered into between the registered owner and
Medarex, Inc. Copies of such Plan and Agreement are on file in the offices of
Medarex, Inc., 707 State Road, Princeton, New Jersey 08540.”


The
Committee shall require that the stock certificates evidencing such shares be
held in custody by the Company until the restrictions thereon shall have
lapsed, and shall require, as a condition of any Restricted Stock Award, that
the Participant shall have delivered a stock power, endorsed in blank, relating
to the Stock covered by such Award.


(c)           Restrictions and Conditions. The shares of Restricted Stock
awarded pursuant to the Plan shall be subject to the following restrictions and
conditions:


(i)            subject to the provisions of this Plan, during a
period set by the Committee commencing with the date of such Award (the “restriction
period”), the Participant shall not be permitted to sell, transfer, pledge, or
assign shares of Restricted Stock awarded under the Plan. Within these limits
the Committee may provide for the lapse of such restrictions in installments
where deemed appropriate. Notwithstanding the foregoing, or any other provision
of the Plan, any Awards of Restricted Stock which vest on the basis of the
Participant’s continuous Service with the Company or any Participating Company
shall not provide for vesting which is any more rapid than annual pro rata
vesting over a three-year period and any Awards of Restricted Stock which
provide for vesting upon the attainment of Performance Goals shall provide for
a Performance Period of at least 12 months.


(ii)           Except as provided in subsection (c)(i) of this
Section 8, the Participant shall have, with respect to the shares of Restricted
Stock, all of the rights of a Shareholder of the Company, including the right
to vote the Restricted Stock and the right to receive any cash dividends. The
Committee, in its sole discretion, may permit or require the payment of cash
dividends to be deferred and, if the Committee so determines, reinvested in
additional Restricted Stock or otherwise reinvested. Certificates for shares of
unrestricted Stock shall be delivered to the Participant promptly after, and
only after, the period of forfeiture shall expire without forfeiture in respect
of such shares of Restricted Stock.


(iii)          Subject to the provisions of subsection (d) of this
Section 8, upon termination of Service of any reason during the restriction
period, all shares still subject to restriction shall be forfeited by the
Participant and reacquired by the Company.



 19
 









(d)           Effect
of Termination of Service. Unless otherwise provided by the
Committee in the grant of a Restricted Stock Award and set forth in the Award
Agreement or determined by the Committee in its sole discretion after the date
of grant, if a Participant’s Service terminates for any reason, whether
voluntary or involuntary (including the Participant’s death or Disability),
then the Participant shall forfeit to the Company any Restricted Stock pursuant
to the Award which remain subject to Vesting Conditions as of the date of the
Participant’s termination of Service.


(e)           Section
83(b) Election. If a Participant makes an election pursuant to
Section 83(b) of the Code with respect to a Restricted Stock Award, the
Participant shall file, within 30 days following the date of grant of a
Restricted Stock Award, a copy of such election with the Company and with the
Internal Revenue Service, in accordance with the regulations under Section 83
of the Code. The Committee may provide in an Award Agreement that the
Restricted Stock Award is conditioned upon the Participant’s making or
refraining from making an election with respect to the Award under Section
83(b) of the Code.


Section
9.               Terms and Conditions of
Restricted Stock Unit Awards.


(a)           Grant
of Restricted Stock Unit Awards. Restricted Stock Unit Awards may be
granted upon such conditions as the Committee shall determine, including,
without limitation, upon the attainment of one or more Performance Goals
described in Section 10(d). If either the grant of a Restricted Stock Unit
Award or the Vesting Conditions with respect to such Award is to be contingent
upon the attainment of one or more Performance Goals, the Committee shall
follow procedures substantially equivalent to those set forth in Sections 10(c)
through 10(e)(i).


(b)           Purchase
Price. No monetary payment (other than applicable tax withholding,
if any) shall be required as a condition of receiving a Restricted Stock Unit
Award, the consideration for which shall be services actually rendered to a
Participating Company or for its benefit.


(c)           Vesting.
Restricted Stock Units may or may not be made subject to Vesting
Conditions based upon the satisfaction of such Service requirements,
conditions, restrictions or performance criteria, including, without
limitation, Performance Goals as described in Section 10(d), as shall be
established by the Committee and set forth in the Award Agreement evidencing
such Award. Notwithstanding the foregoing, or any other provision of the Plan,
any Awards of Restricted Stock Units which vest on the basis of the Participant’s
continuous Service with the Company or any Participating Company shall not
provide for vesting which is any more rapid than annual pro rata vesting over a
three-year period and any Awards of Restricted Stock Units which provide for
vesting upon the attainment of Performance Goals shall provide for a
Performance Period of at least 12 months.


(d)           Voting
Rights, Dividend Equivalent Rights and Distributions. Participants
shall have no voting rights with respect to shares of Stock represented by
Restricted Stock Units until the date of the issuance of such shares (as
evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). However, the Committee, in its
discretion, may provide in the Award Agreement



 20
 









 


evidencing any
Restricted Stock Unit Award that the Participant shall be entitled to receive
Dividend Equivalents with respect to the payment of cash dividends on Stock
having a record date prior to date on which Restricted Stock Units held by such
Participant are settled. Such Dividend Equivalents, if any, shall be paid by
crediting the Participant with additional whole Restricted Stock Units as of
the date of payment of such cash dividends on Stock. The number of additional
Restricted Stock Units (rounded to the nearest whole number) to be so credited
shall be determined by dividing (x) the amount of cash dividends paid on such
date with respect to the number of shares of Stock represented by the
Restricted Stock Units previously credited to the Participant by (y) the Fair
Market Value per share of Stock on such date. Such additional Restricted Stock
Units shall be subject to the same terms and conditions and shall be settled in
the same manner and at the same time (or as soon thereafter as practicable) as
the Restricted Stock Units originally subject to the Restricted Stock Unit
Award. In the event of a dividend or distribution paid in shares of Stock or
any other adjustment made upon a change in the capital structure of the Company
as described in Section 4(c), appropriate adjustments shall be made in the
Participant’s Restricted Stock Unit Award so that it represents the right to
receive upon settlement any and all new, substituted or additional securities
or other property (other than normal cash dividends) to which the Participant
would be entitled by reason of the shares of Stock issuable upon settlement of
the Award, and all such new, substituted or additional securities or other
property shall be immediately subject to the same Vesting Conditions as are
applicable to the Award.


(e)           Effect
of Termination of Service. Unless otherwise provided by the
Committee in the grant of a Restricted Stock Unit Award and set forth in the
Award Agreement or determined by the Committee in its sole discretion after the
date of grant, if a Participant’s Service terminates for any reason, whether
voluntary or involuntary (including the Participant’s death or disability),
then the Participant shall forfeit to the Company any Restricted Stock Units
pursuant to the Award which remain subject to Vesting Conditions as of the date
of the Participant’s termination of Service.


(f)            Settlement
of Restricted Stock Unit Awards. The Company shall issue to a
Participant on the date on which Restricted Stock Units subject to the Participant’s
Restricted Stock Unit Award vest or on such other date determined by the
Committee, in its discretion, and set forth in the Award Agreement one (1)
share of Stock (and/or any other new, substituted or additional securities or
other property pursuant to an adjustment described in Section 9(d)) for each
Restricted Stock Unit then becoming vested or otherwise to be settled on such
date, subject to the withholding of applicable taxes. Notwithstanding the
foregoing, if permitted by the Committee and set forth in the Award Agreement,
and subject to Section 409A of the Code, the Participant may elect in
accordance with terms specified in the Award Agreement to defer receipt of all
or any portion of the shares of Stock or other property otherwise issuable to the
Participant pursuant to this Section.


(g)           Nontransferability
of Restricted Stock Unit Awards. Prior to the issuance of shares of
Stock in settlement of a Restricted Stock Unit Award, the Award shall not be
subject in any manner to anticipation, alienation, sale, exchange, transfer,
assignment, pledge, encumbrance, or garnishment by creditors of the Participant
or the Participant’s beneficiary, except transfer by will or by the laws of
descent and distribution. All rights with respect to a Restricted Stock Unit
Award granted to a Participant hereunder shall be



 21
 









 


exercisable
during his or her lifetime only by such Participant or the Participant’s
guardian or legal representative.


Section
10.             Terms and Conditions of
Performance Awards.


(a)           Types
of Performance Awards Authorized. Performance Awards may be in the
form of either Performance Shares or Performance Units. Each Award Agreement
evidencing a Performance Award shall specify the number of Performance Shares
or Performance Units subject thereto, the Performance Award Formula, the
Performance Goal(s) and Performance Period applicable to the Award, and the
other terms, conditions and restrictions of the Award.


(b)           Initial
Value of Performance Shares and Performance Units. Unless otherwise
provided by the Committee in granting a Performance Award, each Performance
Share shall have an initial value equal to the Fair Market Value of one (1)
share of Stock, subject to adjustment as provided in Section 4(c), on the
effective date of grant of the Performance Share, and each Performance Unit
shall have an initial value of one hundred dollars ($100). The final value
payable to the Participant in settlement of a Performance Award determined on
the basis of the applicable Performance Award Formula will depend on the extent
to which Performance Goals established by the Committee are attained within the
applicable Performance Period established by the Committee.  No Participant shall be granted within any
one fiscal year of the Company, Performance Units which in the aggregate have a
maximum initial value in excess of $2,000,000.


(c)           Establishment
of Performance Period, Performance Goals and Performance Award Formula. In
granting each Performance Award, the Committee shall establish in writing the
applicable Performance Period, Performance Award Formula and one or more
Performance Goals which, when measured at the end of the Performance Period,
shall determine on the basis of the Performance Award Formula the final value
of the Performance Award to be paid to the Participant. Unless otherwise
permitted in compliance with the requirements under Section 162(m) with respect
to “performance-based compensation,” the Committee shall establish the
Performance Goal(s) and Performance Award Formula applicable to each
Performance Award no later than the earlier of (a) the date ninety (90) days
after the commencement of the applicable Performance Period or (b) the date on
which 25% of the Performance Period has elapsed, and, in any event, at a time
when the outcome of the Performance Goals remains substantially uncertain. Once
established, the Performance Goals and Performance Award Formula shall not be
changed during the Performance Period. The Company shall notify each
Participant granted a Performance Award of the terms of such Award, including
the Performance Period, Performance Goal(s) and Performance Award Formula.


(d)           Measurement
of Performance Goals. Performance Goals shall be established by the
Committee on the basis of targets to be attained (“Performance Targets”) with
respect to one or more measures of business or financial performance (each, a “Performance
Measure”), subject to the following:


 



 22















(i)            Performance
Measures. Performance Measures shall have the same meanings as used
in the Company’s financial statements, or, if such terms are not used in the
Company’s financial statements, they shall have the meanings used generally in
the Company’s industry. Performance Measures shall be calculated with respect
to the Company and each Subsidiary Company consolidated therewith for financial
reporting purposes or such division or other business unit as may be selected
by the Committee. For purposes of the Plan, any financial Performance Measures
applicable to a Performance Award shall be calculated in accordance with the
Company’s past accounting practices. 
Adjustments, if any, shall be made solely for the purpose of providing a
consistent basis from period to period for the calculation of Performance
Measures in order to prevent the dilution or enlargement of the Participant’s
rights with respect to a Performance Award. Performance Measures may be one or
more of the following, as determined by the Committee: (1) cost of sales, (2)
earnings per share, (3) cash flow (including but not limited to net operating
cash flow, free cash flow and cash flow return on capital), (4) marketing and
sales expenses, (5) net income or net earnings (before or after taxes), (6)
operating margin, (7) product approvals, (8) product sales, (9) projects in
clinical or preclinical development, (10) regulatory filings, (11) research and
development efforts, (12) working capital, (13) revenue, (14) achievement of
specified milestones in the discovery, development, commercialization, or
manufacturing of one or more of the Company’s products and/or services, (15)
expense targets, (16) personal management objectives, (17) share price
(including, but not limited to, growth measures and total shareholder return),
(18) operating efficiency, (19) gross margin, (20) return measures (including,
but not limited to, return on assets, capital, equity, or sales), (21)
productivity ratios, (22) operating income, (23) net operating profit, (24) earnings
before or after interest, taxes, depreciation, and/or amortization, (25)
economic value added, (26) market share, (27) customer satisfaction, (28) joint
ventures, corporate partnerships and strategic alliances, (29) spin-offs, split
ups and the like, (30) reorganizations, (31) strategic investments or
recapitalizations, restructurings, financings (issuance of debt or equity) or
refinancings, (32) acquisitions or divestitures, (33) organizational
realignments, (34) infrastructure changes, and (35) assets. The Performance
Measures and Performance Goals may differ from Participant to Participant and
from Award to Award. Any criteria used may be measured, as applicable, (A) in
absolute terms, (B) in relative terms (including, but not limited to, passage of
time and/or against another company or companies), (C) on a per-share basis,
(D) against the performance of the Company as a whole or a segment of the
Company and/or (E) on a pre-tax or after-tax basis.  Partial achievement of the specified criteria
may result in a payment or vesting corresponding to the degree of achievement
as specified in the applicable Award Agreement.


(ii)           Performance
Targets. Performance Targets may include a minimum, maximum, target
level and intermediate levels of performance, with the final value of a
Performance Award determined under the applicable Performance Award Formula by
the level attained during the applicable 



 23
 









Performance
Period. A Performance Target may be stated as an absolute value or as a value
determined relative to a standard selected by the Committee.


(e)           Settlement
of Performance Awards.


(i)            Determination of
Final Value. As soon as practicable following the completion of the
Performance Period applicable to a Performance Award, the Committee shall
certify in writing the extent to which the applicable Performance Goals have
been attained and the resulting final value of the Award earned by the
Participant and to be paid upon its settlement in accordance with the
applicable Performance Award Formula.


(ii)           Discretionary
Adjustment of Award Formula. In its discretion, the Committee may,
either at the time it grants a Performance Award or at any time thereafter,
provide for the positive or negative adjustment of the Performance Award
Formula applicable to a Performance Award granted to any Participant who is not
a Covered Employee to reflect such Participant’s individual performance in his
or her position with the Company or such other factors as the Committee may
determine. If permitted under a Covered Employee’s Award Agreement, the
Committee shall have the discretion, on the basis of such criteria as may be
established by the Committee, to reduce some or all of the value of the
Performance Award that would otherwise be paid to the Covered Employee upon its
settlement notwithstanding the attainment of any Performance Goal and the
resulting value of the Performance Award determined in accordance with the
Performance Award Formula. No such reduction may result in an increase in the
amount payable upon settlement of another Participant’s Performance Award.


(iii)          Effect of Leaves
of Absence. Unless otherwise required by law, payment of the final
value, if any, of a Performance Award held by a Participant who has taken in
excess of thirty (30) days in leaves of absence during a Performance Period
shall be prorated on the basis of the number of days of the Participant’s
Service during the Performance Period during which the Participant was not on a
leave of absence.


(iv)          Notice to
Participants. As soon as practicable following the Committee’s
determination and certification in accordance with Sections 10(e)(i) and (ii),
the Company shall notify each Participant of the determination of the
Committee.


(v)           Payment in
Settlement of Performance Awards. As soon as practicable following the
Committee’s determination and certification in accordance with Sections
10(e)(i) and (ii), and in no event later than the date required by Section 409A
of the Code to avoid a payment of deferred compensation, payment shall be made
to each eligible Participant (or such Participant’s legal representative or
other person who acquired the right to receive such payment by reason of the
Participant’s death) of the final value of



 24
 









the
Participant’s Performance Award. Payment of such amount shall be made in cash,
shares of Stock, or a combination thereof as determined by the Committee.
Unless otherwise provided in the Award Agreement evidencing a Performance
Award, payment shall be made in a lump sum. Subject to Section 409A of the
Code, an Award Agreement may provide for deferred payment in a lump sum or in
installments. If any payment is to be made on a deferred basis, the Committee
may, but shall not be obligated to, provide for the payment during the deferral
period of Dividend Equivalents or interest.


(vi)          Provisions
Applicable to Payment in Shares. If payment is to be made in shares
of Stock, the number of such shares shall be determined by dividing the final
value of the Performance Award by the value of a share of Stock determined by
the method specified in the Award Agreement. Such methods may include, without
limitation, the closing market price on a specified date (such as the
settlement date) or an average of market prices over a series of trading days.
Shares of Stock issued in payment of any Performance Award may be fully vested
and freely transferable shares or may be shares of Stock subject to Vesting
Conditions as provided in Section 9(c). Any shares subject to Vesting
Conditions shall be evidenced by an appropriate Award Agreement and shall be
subject to the provisions of Sections 9(c), (d), (e) and (g) above.


(f)            Voting
Rights; Dividend Equivalent Rights and Distributions. Participants
shall have no voting rights with respect to shares of Stock represented by
Performance Share Awards until the date of the issuance of such shares, if any
(as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company). However, the Committee, in its
discretion, may provide in the Award Agreement evidencing any Performance Share
Award that the Participant shall be entitled to receive Dividend Equivalents
with respect to the payment of cash dividends on Stock having a record date
prior to the date on which the Performance Shares are settled or forfeited.
Such Dividend Equivalents, if any, shall be credited to the Participant in the
form of additional whole Performance Shares as of the date of payment of such
cash dividends on Stock. The number of additional Performance Shares (rounded
to the nearest whole number) to be so credited shall be determined by dividing
(x) the amount of cash dividends paid on such date with respect to the number
of shares of Stock represented by the Performance Shares previously credited to
the Participant by (y) the Fair Market Value per share of Stock on such date.
Dividend Equivalents may be paid currently or may be accumulated and paid to
the extent that Performance Shares become non-forfeitable, as determined by the
Committee. Settlement of Dividend Equivalents may be made in cash, shares of
Stock, or a combination thereof as determined by the Committee, and may be paid
on the same basis as settlement of the related Performance Share as provided in
Section 10(e). Dividend Equivalents shall not be paid with respect to
Performance Units. In the event of a dividend or distribution paid in shares of
Stock or any other adjustment made upon a change in the capital structure of
the Company as described in Section 4(c), appropriate adjustments shall be made
in the Participant’s Performance Share Award so that it represents the right to
receive upon settlement any and all new, substituted or additional securities
or other property (other than normal cash dividends) to which the Participant
would entitled by reason of the shares of Stock issuable upon settlement of the
Performance Share Award, and all such new, substituted or additional securities
or other 



 25
 









property shall
be immediately subject to the same Performance Goals as are applicable to the
Award.


(g)           Effect
of Termination of Service. Unless otherwise provided by the
Committee in the grant of a Performance Award and set forth in the Award
Agreement or determined by the Committee in its sole discretion after the date
of grant, the effect of a Participant’s termination of Service on the Performance
Award shall be as follows:


(i)            Termination for
Cause and Voluntary Termination of Service by Participant. If a
Participant’s Service terminates for reason of Cause or voluntary termination
before the completion of the Performance Period applicable to the Performance
Award, such Award shall be forfeited in its entirety.


(ii)           Other Termination
of Service. If the Participant’s Service terminates for any reason
except for Cause or voluntary termination before the completion of the
Performance Period applicable to the Performance Award, the final value of the
Participant’s Performance Award shall be determined by the extent to which the
applicable Performance Goals have been attained with respect to the entire
Performance Period and shall be prorated based on the number of months of the
Participant’s Service during the Performance Period. Payment shall be made
following the end of the Performance Period in any manner permitted by Section
10(e).


(h)           Nontransferability
of Performance Awards. Prior to settlement in accordance with the
provisions of the Plan, no Performance Award shall be subject in any manner to
anticipation, alienation, sale, exchange, transfer, assignment, pledge,
encumbrance, or garnishment by creditors of the Participant or the Participant’s
beneficiary, except transfer by will or by the laws of descent and
distribution. All rights with respect to a Performance Award granted to a
Participant hereunder shall be exercisable during his or her lifetime only by
such Participant or the Participant’s guardian or legal representative.


Section
11.              Deferred Stock Awards.


(a)             Stock and
Administration. Subject to the requirements of Section 409A of the
Code, Deferred Stock Awards of the right to receive Stock that is not to be
distributed to the Participant until after a specified deferral period may be
made either alone or in addition to Options, Restricted Stock, or other Awards
granted under the Plan. The Committee shall determine the Participants to whom,
and the time or times at which, Deferred Stock Awards shall be awarded, the
number of shares of Stock to be awarded to any Participant, the duration of the
period (the “Deferral Period”)
during which, and the conditions under which, receipt of the Stock will be
deferred, and the terms and conditions of the Deferred Stock Award in addition
to those contained in subsection (b) of this Section 11. In its sole
discretion, the Committee may provide for a minimum payment at the end of the
applicable Deferral Period based on a stated percentage of the Fair Market
Value on the date of grant of the number of shares of Stock covered by a
Deferred Stock Award. The Committee may also



 26
 









provide for
the grant of deferred Stock upon the completion of a specified Performance
Period. The provisions of Deferred Stock Awards need not be the same with
respect to each recipient.


(b)           Terms and Conditions. Deferred Stock Awards made pursuant to
this Section 11 shall be subject to the following terms and conditions:


(i)            Subject to the provisions of the Plan, the shares
of stock to be issued pursuant to a Deferred Stock Award may not be sold,
assigned, transferred, pledged or otherwise encumbered during the Deferral
Period or Elective Deferral Period (defined below), where applicable, and may
be subject to a risk of forfeiture during all or such portion of the Deferral
Period as shall be specified by the Committee. At the expiration of the
Deferral Period and Elective Deferral Period, share certificates shall be
delivered to the Participant, or the Participant’s legal representative,
representing the number of shares covered by the Deferred Stock Award.


(ii)           Amounts equal to any dividends declared during the
Deferral Period with respect to the number of shares of Stock covered by a
Deferred Stock Award will be paid to the Participant currently, or deferred and
deemed to be reinvested in additional deferred Stock or otherwise reinvested,
as determined at the time of the Deferred Stock Award by the Committee, in its
sole discretion.


(iii)          Subject to the provisions of subsection (b)(iv) of
this Section 11, upon termination of the Service for any reason during the
Deferral Period for a given Deferred Stock Award, the Stock subject to such
Deferred Stock Award shall be forfeited by the Participant.


(iv)          In the event of the Participant’s Disability or
death during the Deferral Period (or Elective Deferral Period, where
applicable), or in cases of special circumstances, the Committee may, in its
sole discretion, when it finds that a waiver would be in the best interests of
the Company, waive in whole or in part any or all of the remaining deferral
limitations imposed hereunder with respect to any or all of the Participant’s
Deferred Stock Award; provided, however,
that if such Deferred Stock Award is subject to Section 409A of the Code, such
waiver may only occur in the event of the Participant’s Disability or death, or
upon the occurrence of an unforeseeable emergency (as such term is defined
under Section 409A of the Code and Treasury Regulations thereunder) and (ii)
the Award Agreement evidencing such Deferred Stock Award must provide for such
waiver at the time of grant of such Deferred Stock Award.  Anything in the Plan to the contrary
notwithstanding, upon the occurrence of a Change in Control, the Deferral
Period and the Elective Deferral Period with respect to each Deferred Stock
Award shall expire immediately and all share certificates relating to such
Deferred Stock Award shall be delivered to each Participant or the Participant’s
legal representative; provided, however,
that if such Award is subject to Section 409A of the Code, (i) such delivery
shall only occur if the Change in Control is deemed to be a change in the
ownership of the



 27
 









Company, a
change in effective control of the Company, or a change in the ownership of a
substantial portion of the assets of the Company (as such terms are defined
under Section 409A of the Code and Treasury Regulations thereunder) and (ii)
the Award Agreement evidencing such Deferred Stock Award must provide for such
delivery at the time of grant of such Deferred Stock Award.


(v)           Subject to Section 409A of the Code, prior to
completion of the Deferral Period, a Participant may elect to defer further the
receipt of the Deferred Stock Award for a specified period or until a specified
event (the “Elective Deferred Period”), subject in each case to the approval of
the Committee and under such terms as are determined by the Committee, all in
its sole discretion.


(vi)          Each Deferred Stock Award shall be confirmed by an
Award Agreement or other instrument executed by the Committee and by the
Participant.


Section
12.                                      Other Stock-Based Awards.


(a)           Stock and Administration. Subject to the requirements of
Section 409A of the Code, Other Stock-based Awards may be granted either alone
or in addition to other Awards granted under the Plan. Subject to the
provisions of the Plan, the Committee shall have sole and complete authority to
determine the Participants to whom and the time or times at which such Other
Stock-based Awards shall be made, the number of shares of the Stock to be
awarded pursuant to such Other Stock-based Awards and all other conditions of
the Other Stock-based Awards. The Committee may also provide for the grant of
the Stock upon the completion of a specified Performance Period. The provisions
of Other Stock-based Awards need not be the same with respect to each
recipient.


(b)           Terms and Conditions. Other Stock-based Awards made pursuant
to this Section 12 shall be subject to the following terms and conditions:


(i)            Subject to the provisions of this Plan, shares or
interests in shares subject to Other Stock-based Awards made under this Section
12 may not be sold, assigned, transferred, pledged or otherwise encumbered
prior to the date on which the shares are issued, or, if later, the date on
which any applicable restriction, performance or deferral period lapses.


(ii)           Subject to the provisions of this Plan and the
Other Stock-based Award agreement, the recipients of Other Stock-based Awards
under this Section 12 shall be entitled to receive, currently or on a deferred
basis, interest or dividends or interest or Dividend Equivalents with respect
to the number of shares or interests therein covered by the Other Stock-based
Awards, as determined at the time of grant of the Other Stock-based Awards by
the Committee, in its sole discretion, and the Committee may provide that such



 28
 









amounts (if
any) shall be deemed to have been reinvested in additional Stock or otherwise
reinvested.


(iii)          Any Other Stock-based Awards granted under this
Section 12 and any Stock covered by any such Other Stock-based Award may be
forfeited to the extent so provided in the Other Stock-based Award agreement,
as determined by the Committee, in its sole discretion.


(iv)          In the event of the Participant’s Disability or
death, or in cases of special circumstances, the Committee may, in its sole
discretion, waive in whole or in part any or all of the remaining limitations
imposed hereunder (if any) with respect to any or all Other Stock-based Awards;
provided, however, that if such Other
Stock-based Awards are subject to Section 409A of the Code, such waiver may
only occur in the event of the Participant’s Disability or death, or upon the
occurrence of an unforeseeable emergency (as such term is defined under Section
409A of the Code and Treasury Regulations thereunder) and (ii) the Award
Agreement evidencing such Other Stock-based Awards must provide for such waiver
at the time of grant of such Other Stock-based Awards. Anything in the Plan to
the contrary notwithstanding, upon the occurrence of a Change in Control, any
limitations imposed with respect to any Other Stock-based Award under this
Section 12, including any provision providing for the forfeiture of any Other
Stock-based Award under any circumstance, shall terminate immediately and the
number of shares of or interests in the Stock subject to such Other Stock-based
Award shall be delivered to the Participant (or, in the case of an Other
Stock-based Award with respect to which such number is not determinable, such
number of shares of or interests in the Stock as is determined by the Committee
and set forth in the terms of such Other Stock-based Award); provided, however, that if such Other Stock-based Award is
subject to Section 409A of the Code, (i) such delivery shall only occur if the
Change in Control is deemed to be a change in the ownership of the Company, a
change in effective control of the Company, or a change in the ownership of a
substantial portion of the assets of the Company (as such terms are defined
under Section 409A of the Code and Treasury Regulations thereunder) and (ii)
the Award Agreement evidencing such Other Stock-based Award must provide for
such delivery at the time of grant of such Other Stock-based Award.


(v)           Each Other Stock-based Award under this Section 12
shall be confirmed by an agreement or other instrument executed by the Company
and by the Participant.


(vi)          The Stock or interests therein (including securities
convertible into the Stock) paid or awarded on a bonus basis under this Section
12 shall be issued for no cash consideration; the Stock or interests therein
(including securities convertible into the Stock) purchased pursuant to a
purchase right Awarded under this Section 12 shall be priced at least at 50% of
the Fair Market Value of the Stock on the date of grant.



 29
 









(vii)         The Committee, in its sole discretion, may impose
such restrictions on the transferability of Other Stock-based Awards as it
deems appropriate. Any such restrictions shall be set forth in the written
agreement between the Company and the Participant with respect to such Award.


(viii)        Each Other Stock-based Award to
an Insider under this Section 12 shall be subject to all of the limitations and
qualifications that may be required by Section 16 of the Exchange Act and all
of the rules and regulations promulgated thereunder.


Section
13.             Deferred Compensation Awards.


(a)           Establishment
of Deferred Compensation Award Programs. This Section 13 shall not
be effective unless and until the Committee determines to establish a program
pursuant to this Section. The Committee, in its discretion and upon such terms
and conditions as it may determine, and subject to the requirements of Section
409A of the Code, may establish one or more programs pursuant to the Plan under
which:


(1)           A Participant designated by the Committee who is an
Insider or otherwise among a select group of management and highly compensated
Employees may irrevocably elect, prior to a date specified by the Committee, to
reduce such Participant’s
compensation otherwise payable in cash (subject to any minimum or maximum
reductions imposed by the Committee) and to be granted automatically at such
time or times as specified by the Committee one or more Awards of Stock Units
with respect to such numbers of shares of Stock as determined in accordance
with the rules of the program established by the Committee and having such
other terms and conditions as established by the Committee.


(2)           Participants designated by the Committee who are
Insiders or otherwise among a select group of management and highly compensated
Employees may irrevocably elect, prior to a date specified by the Committee, to
be granted automatically an Award of Stock Units with respect to such number of
shares of Stock and upon such other terms and conditions as established by the
Committee in lieu of:


(i)            shares of Stock otherwise issuable to such
Participant upon the exercise of an Option;


(ii)           cash or shares of Stock otherwise issuable to such
Participant upon the exercise of an SAR; or


(iii)          cash or shares of Stock otherwise issuable to such
Participant upon the settlement of a Performance Award.


(b)           Terms
and Conditions of Deferred Compensation Awards. Deferred
Compensation Awards granted pursuant to this Section 13 may be evidenced by
Award Agreements in such form as the Committee shall from time to time
establish. Deferred Compensation Awards may incorporate all or any of the terms
of the Plan by reference and shall comply with and be subject to the following
terms and conditions:



 30
 









(c)           Vesting Conditions.
Deferred Compensation Awards shall be subject to such vesting conditions as
shall be determined by the Committee.


(d)           Terms and Conditions of
Stock Units.


(i)            Voting Rights;
Dividend Equivalent Rights and Distributions. Participants shall
have no voting rights with respect to shares of Stock represented by Stock
Units until the date of the issuance of such shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company). However, a Participant shall be entitled to receive
Dividend Equivalents with respect to the payment of cash dividends on Stock
having a record date prior to date on which Stock Units held by such
Participant are settled. Such Dividend Equivalents shall be paid by crediting
the Participant with additional whole and/or fractional Stock Units as of the
date of payment of such cash dividends on Stock. The method of determining the
number of additional Stock Units to be so credited shall be specified by the
Committee and set forth in the Award Agreement. Such additional Stock Units
shall be subject to the same terms and conditions and shall be settled in the
same manner and at the same time (or as soon thereafter as practicable) as the
Stock Units originally granted under the Award Agreement. In the event of a
dividend or distribution paid in shares of Stock or any other adjustment made
upon a change in the capital structure of the Company as described in Section
4(c), appropriate adjustments shall be made in the Participant’s Stock Units so
that the Participant receives upon settlement any and all new, substituted or
additional securities or other property (other than normal cash dividends) to
which the Participant would entitled by reason of the shares of Stock issuable
upon settlement of the Award.


(ii)           Settlement of
Stock Units. A Participant electing to receive an Award of Stock
Units pursuant to this Section 13, shall specify at the time of such election a
settlement date with respect to such Award. The Company shall issue to the
Participant as soon as practicable following the earlier of the settlement date
elected by the Participant or the date of termination of the Participant’s
Service, a number of whole shares of Stock equal to the number of whole Stock
Units granted under the Award Agreement. Such shares of Stock shall be fully
vested, and the Participant shall not be required to pay any additional
consideration (other than applicable tax withholding) to acquire such shares.
Any fractional Stock Units shall be settled by the Company by payment in cash of
an amount equal to the Fair Market Value as of the payment date of such
fractional share.


(iii)          Nontransferability
of Stock Units. Prior to their settlement in accordance with the
provision of the Plan, no Stock Unit shall be subject in any manner to anticipation,
alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or
garnishment by creditors of the Participant or the Participant’s beneficiary,
except transfer by will or by the laws of descent and distribution. All rights
with respect to a Stock Unit granted to a Participant hereunder shall



 31
 









be exercisable
during his or her lifetime only by such Participant or the Participant’s
guardian or legal representative.


Section
14.             Transfer, Leave of Absence,
etc. For purposes of the Plan:
(a) a transfer of an Employee from the Company to a Participating Company, or
vice versa, or from one Participating Company to another; (b) a leave of
absence, duly authorized in writing by the Company, for military service or
sickness, or for any other purposes approved by the Company if the period of
such leave does not exceed 90 days; or (c) a leave of absence in excess of 90
days, duly authorized in writing by the Company, shall not be deemed a
termination of Service. However, if any such leave of absence taken by a
Participant exceeds ninety (90) days, then on the one hundred eighty-first
(181st) day following the commencement of such leave any Incentive Stock Option
held by the Participant shall cease to be treated as an Incentive Stock Option
and instead shall be treated thereafter as a Nonqualified Stock Option, unless
the Participant’s right to return to Service is guaranteed by statute or
contract.


Section
15.             Amendments and Termination. The Board may amend, alter, or discontinue the
Plan, but no amendment, alteration, or discontinuation shall be made (i) which
would impair the rights of a Participant under any Award theretofore granted,
without the Participant’s consent, or (ii) which, without the approval of the
shareholders, would:


(a)           except as is provided in Section 4 of
the Plan, increase the total number of shares available for the purpose of the
Plan;


(b)           subsequent to the date of grant,
decrease the option price of any Option to less than 100% (110% in the case of
a 10% Owner of an Incentive Stock Option) of the Fair Market Value on the date
of the granting of the Option;


(c)           extend the maximum option period
under Section 6(b) of the Plan;


(d)           otherwise materially increase the
benefits accruing to Participants under, or materially modify the requirements
as to eligibility for participation in, the Plan; or


(e)           violate any
applicable law, rule or regulation enacted or promulgated by any governmental
authority, securities exchange, market system 
or self regulatory organization.


The Committee may amend the terms of any Award
theretofore granted, prospectively or retroactively, but no such amendment
shall impair the rights of any holder without such holder’s consent.
Notwithstanding the foregoing, the Board or the Committee may, in its
discretion, amend the Plan or terms of any outstanding Award held by a person
then subject to Section 16 of the Exchange Act without the consent of any
holder in order to preserve exemptions under said Section 16 which are or
become available from time to time under rules of the Securities and Exchange
Commission.


Section 16.             Unfunded Status of the Plan. The Plan is intended to constitute an “unfunded”
plan for incentive and deferred compensation. With respect to any payments not
yet made to a Participant by the Company, nothing contained herein shall give
any such Participant any rights that are greater than those of a general
creditor of the Company. In its



 32
 









sole
discretion, the Committee may authorize the creation of trusts or other
arrangements to meet the obligations created under the Plan to deliver the
Stock; provided, however, that the existence of such trusts or other
arrangements is consistent with the unfunded status of the Plan.


Section 17.             Employment at Will. Nothing contained in the Plan, or in any Award
granted pursuant to the Plan, or in any agreement made pursuant to the Plan,
shall confer upon any Participant any right with respect to continuance of
employment by a Participating Company or its subsidiaries, nor interfere in any
way with the right of a Participating Company or its subsidiaries to terminate
the Participant’s employment at will or change the Participant’s compensation
at any time.


Section 18.             Additional Compensation
Arrangements. Nothing
contained in this Plan shall prevent the Board of Directors from adopting other
or additional compensation arrangements, subject to shareholder approval if
such approval is required; and such arrangements may be either generally
applicable or applicable only in specific cases.


Section 19.             Taxes.


(a)           Participants shall
make arrangements satisfactory to the Committee regarding payment of any
federal, state, or local taxes of any kind required by law to be withheld with
respect to any income which the Participant is required, or elects, to include
in his gross income and the Company and its subsidiaries shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the Participant. Anything contained herein to the
contrary notwithstanding, the Committee may, in its sole discretion, authorize
acceptance of Stock received in connection with the grant or exercise of an
Award or otherwise previously acquired in satisfaction of withholding
requirements.


(b)           Notwithstanding any
provisions to the contrary in this Section 19, an Insider may only satisfy tax
withholding requirements with the settlement of a stock appreciation right or
with shares of the Stock if he or she has held such stock or stock appreciation
right for at least six (6) months or the cash settlement of the tax obligation
occurs no earlier than six (6) months after the date of an irrevocable election
made by an Insider.


Section 20.             Standard Forms of Award
Agreement.


(a)           Award Agreements. Each Award shall comply
with and be subject to the terms and conditions set forth in the appropriate
form of Award Agreement approved by the Committee and as amended from time to
time. Any Award Agreement may consist of an appropriate form of notice of grant
and a form of agreement incorporated therein by reference, or such other form
or forms, including electronic media, as the Committee may approve from time to
time.


(b)           Authority to Vary Terms. The Committee
shall have the authority from time to time to vary the terms of any standard
form of Award Agreement either in connection with the grant or amendment of an
individual Award or in connection with the authorization of a new standard form
or forms; provided, however, that the terms and 



 33
 









conditions of any such new, revised or amended standard form or forms
of Award Agreement are not inconsistent with the terms of the Plan.


Section 21.             Change in Control.


(a)           Effect of Change in Control on Options and SARs.


(1)           Accelerated Vesting. The Committee, in its
discretion, may provide in any Award Agreement evidencing an Option or SAR
Award or, in the event of a Change in Control, may take such actions as it
deems appropriate to provide, for the acceleration of the exercisability and
vesting in connection with such Change in Control of any or all outstanding
Options and SARs and shares acquired upon the exercise of such Options and SARs
upon such conditions and to such extent as the Committee shall determine.


(2)           Assumption or Substitution. In the event of
a Change in Control, the Surviving Company, may, without the consent of any
Participant, either assume the Company’s rights and obligations under
outstanding Options and SARs or substitute for outstanding Options and SARs
substantially equivalent options and SARs (as the case may be) for the stock of
the Surviving Company or other Person acquiring the Company’s Voting Securities
in such Change in Control (the “Acquirer”). Any Options or SARs which are not
assumed or substituted in connection with the Change in Control nor exercised
as of the time of consummation of the Change in Control shall terminate and
cease to be outstanding effective as of the time of consummation of the Change
in Control.


(3)           Cash-Out of
Options or SARs. The Committee, in its discretion and without the
consent of any Participant, may determine that, upon the occurrence of a Change
in Control, each or any Option or SAR outstanding immediately prior to the
Change in Control shall be canceled in exchange for a payment with respect to
each vested share of Stock subject to such canceled Option or SAR in (i) cash,
(ii) stock of the Company or of a corporation or other business entity a party
to the Change in Control, or (iii) other property which, in any such case,
shall be in an amount having a Fair Market Value equal to the excess of the
Fair Market Value of the consideration to be paid per share of Stock in the
Change in Control over the exercise price per share under such Option or SAR
(the “Spread”). In the event such determination is made by the Committee, the
Spread (reduced by applicable withholding taxes, if any) shall be paid to
Participants in respect of their canceled Options and SARs as soon as
practicable following the date of the Change in Control.


(b)           Effect
of Change in Control on Restricted Stock Awards. The Committee, in
its discretion, may provide in any Award Agreement evidencing a Restricted
Stock Award or, in the event of a Change in Control, may take such actions as
it deems appropriate to provide, that the lapsing of the Restriction Period
applicable to the shares subject to the Restricted Stock Award held by a
Participant whose Service has not terminated prior to the Change in Control
shall be accelerated effective immediately prior to the consummation of the
Change in Control to such extent as the Committee shall determine.


(c)           Effect
of Change in Control on Restricted Stock Unit Awards. The Committee,
in its discretion, may provide in any Award Agreement evidencing a Restricted



 34
 









Stock Unit
Award or, in the event of a Change in Control, may take such actions as it
deems appropriate to provide, that the Restricted Stock Unit Award held by a
Participant whose Service has not terminated prior to the Change in Control
shall be settled effective as of the date of the Change in Control to such
extent as the Committee shall determine; provided,
however, that if such Restricted Stock Unit Award is subject to
Section 409A of the Code, (i) such settlement shall only occur if the Change in
Control is deemed to be a change in the ownership of the Company, a change in
effective control of the Company, or a change in the ownership of a substantial
portion of the assets of the Company (as such terms are defined under Section
409A of the Code and Treasury Regulations thereunder) and (ii) the Award
Agreement evidencing such Restricted Stock Unit Award must provide for such
settlement at the time of grant of such Restricted Stock Unit Award.


(d)           Effect
of Change in Control on Performance Awards. The Committee, in its
discretion, may provide in any Award Agreement evidencing a Performance Award
or, in the event of a Change in Control, may take such actions as it deems
appropriate to provide, that the Performance Award held by a Participant whose
Service has not terminated prior to the Change in Control or whose Service
terminated by reason of the Participant’s death or Disability shall become
payable effective as of the date of the Change in Control to such extent as the
Committee shall determine; provided, however,
that if such Performance Award is subject to Section 409A of the Code, (i) such
payment shall only occur if the Change in Control is deemed to be a change in
the ownership of the Company, a change in effective control of the Company, or
a change in the ownership of a substantial portion of the assets of the Company
(as such terms are defined under Section 409A of the Code and Treasury
Regulations thereunder) and (ii) the Award Agreement evidencing such
Performance Award must provide for such payment at the time of grant of such
Performance Award.


(e)           Effect
of Change in Control on Deferred Stock Awards, Other Stock-Based Awards and
Deferred Compensation Awards. The Committee, in its discretion, may
provide in any Award Agreement evidencing a Deferred Stock Award, Other
Stock-based Award or a Deferred Compensation Award or, in the event of a Change
in Control, may take such actions as it deems appropriate to provide, that the
stock or stock units pursuant to such Award shall be settled effective as of
the date of the Change in Control; provided,
however, that if such Award is subject to Section 409A of the Code,
(i) such settlement shall only occur if the Change in Control is deemed to be a
change in the ownership of the Company, a change in effective control of the
Company, or a change in the ownership of a substantial portion of the assets of
the Company (as such terms are defined under Section 409A of the Code and
Treasury Regulations thereunder) and (ii) the Award Agreement evidencing such
Award must provide for such settlement at the time of grant of such Award.


(f)            Excise
Tax Limit. In the
event that the vesting of Awards together with all other payments and the value
of any benefit received or to be received by a Participant would result in all
or a portion of such payment being subject to the excise tax under Section 4999
of the Code, then the Participant’s payment shall be either (i) the full
payment or (ii) such lesser amount that would result in no portion of the
payment being subject to excise tax under Section 4999 of the Code (the “Excise
Tax”), whichever of the foregoing amounts, taking into account the applicable
federal, state, and local employment taxes, income taxes, and the Excise Tax,
results in the receipt by the Participant, on an after-tax basis, of the
greatest amount of the



 35
 









payment
notwithstanding that all or some portion of the payment may be taxable under
Section 4999 of the Code. All determinations required to be made under this
Section 21(f) shall be made by the nationally recognized accounting firm which
is the Company’s outside auditor immediately prior to the event triggering the
payments that are subject to the Excise Tax (the “Accounting Firm”). The
Company shall cause the Accounting Firm to provide detailed supporting
calculations of its determinations to the Company and the Participant. All fees
and expenses of the Accounting Firm shall be borne solely by the Company. The
Accounting Firm’s determinations must be made with substantial authority
(within the meaning of Section 6662 of the Code). For the purposes of all
calculations under Section 280G of the Code and the application of this Section
21(f), all determinations as to present value shall be made using 120 percent
of the applicable Federal rate (determined under Section 1274(d) of the Code)
compounded semiannually, as in effect on December 30, 2004.


Section
22.             Compliance With Securities Law. The grant of Awards and the issuance of shares
of Stock pursuant to any Award shall be subject to compliance with all
applicable requirements of federal, state and foreign law with respect to such
securities and the requirements of any stock exchange or market system upon
which the Stock may then be listed. In addition, no Award may be exercised or
shares issued pursuant to an Award unless (a) a registration statement under
the Securities Act shall at the time of such exercise or issuance be in effect
with respect to the shares issuable pursuant to the Award or (b) in the opinion
of legal counsel to the Company, the shares issuable pursuant to the Award may
be issued in accordance with the terms of an applicable exemption from the
registration requirements of the Securities Act. The inability of the Company
to obtain from any regulatory body having jurisdiction the authority, if any,
deemed by the Company’s legal counsel to be necessary to the lawful issuance
and sale of any shares hereunder shall relieve the Company of any liability in
respect of the failure to issue or sell such shares as to which such requisite
authority shall not have been obtained. As a condition to issuance of any
Stock, the Company may require the Participant to satisfy any qualifications
that may be necessary or appropriate, to evidence compliance with any
applicable law or regulation and to make any representation, warranty or
covenant with respect thereto as may be requested by the Company.


Section
23.             Miscellaneous Provisions.


(a)           Deferrals
of Payment. In addition to the grant of Deferred Stock Awards or
Deferred Compensation Awards under Section 11 or 13 of the Plan, the Committee
may in its discretion permit a Participant to defer the receipt of payment of
cash or delivery of shares of Stock that would otherwise be due to the
Participant by virtue of the exercise of a right or the satisfaction of vesting
or other conditions with respect to an Award. If any such deferral is to be
permitted by the Committee, the Committee shall establish rules and procedures
relating to such deferral in a manner intended to comply with the requirements
of Section 409A of the Code, including, without limitation, the time when an
election to defer may be made, the time period of the deferral and the events
that would result in payment of the deferred amount, the interest or other
earnings attributable to the deferral and the method of funding, if any,
attributable to the deferred amount.


(b)           Repurchase
Rights. Shares issued under the Plan may be subject to one or more
repurchase options, or other conditions and restrictions as determined by the



 36
 









Committee in
its discretion at the time the Award is granted. The Company shall have the
right to assign at any time any repurchase right it may have, whether or not
such right is then exercisable, to one or more persons as may be selected by
the Company. Upon request by the Company, each Participant shall execute any
agreement evidencing such repurchase options or transfer restrictions prior to
the receipt of shares of Stock hereunder and shall promptly present to the
Company any and all certificates representing shares of Stock acquired
hereunder for the placement on such certificates of appropriate legends
evidencing any such repurchase options or transfer restrictions.


(c)           Provision
of Information. Each Participant shall be given access to
information concerning the Company equivalent to that information generally
made available to the Company’s common shareholders.


(d)           Rights
as Employee, Consultant or Director. No person, even though eligible
pursuant to Section 5, shall have a right to be selected as a Participant, or,
having been so selected, to be selected again as a Participant. Nothing in the
Plan or any Award granted under the Plan shall confer on any Participant a
right to remain an Employee, Officer, Consultant or Director or interfere with
or limit in any way any right of a Participating Company to terminate the
Participant’s Service at any time. To the extent that an Employee of a Participating
Company other than the Company receives an Award under the Plan, that Award
shall in no event be understood or interpreted to mean that the Company is the
Employee’s employer or that the Employee has an employment relationship with
the Company.


(e)           Rights
as a Shareholder. A Participant shall have no rights as a
shareholder with respect to any shares covered by an Award until the date of
the issuance of such shares (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company). No
adjustment shall be made for dividends, distributions or other rights for which
the record date is prior to the date such shares are issued, except as provided
in Section 4(c) or another provision of the Plan.


(f)            Fractional
Shares. The Company shall not be required to issue fractional shares
upon the exercise or settlement of any Award; provided, however, that if the
Company does not issue fractional shares upon the exercise or settlement of any
Award, it shall make a cash payment equal to the Fair Market Value of such
fractional shares unless such fractional shares are rounded up.


(g)           Severability.
If any one or more of the provisions (or any part thereof) of this
Plan shall be held invalid, illegal or unenforceable in any respect, such
provision shall be modified so as to make it valid, legal and enforceable, and
the validity, legality and enforceability of the remaining provisions (or any
part thereof) of the Plan shall not in any way be affected or impaired thereby.


(h)           Beneficiary
Designation. Subject to local laws and procedures, each Participant
may file with the Company a written designation of a beneficiary who is to
receive any benefit under the Plan to which the Participant is entitled in the
event of such Participant’s death before he or she receives any or all of such
benefit. Each designation will revoke all prior



 37
 









designations
by the same Participant, shall be in a form prescribed by the Company, and will
be effective only when filed by the Participant in writing with the Company
during the Participant’s lifetime. If a married Participant designates a
beneficiary other than the Participant’s spouse, the effectiveness of such
designation may be subject to the consent of the Participant’s spouse. If a
Participant dies without an effective designation of a beneficiary who is
living at the time of the Participant’s death, the Company will pay any
remaining unpaid benefits to the Participant’s legal representative.


(i)            Choice
of Law. Except to the extent governed by applicable federal law, the
validity, interpretation, construction and performance of the Plan and each
Award Agreement shall be governed by the laws of the State of New Jersey,
without regard to its conflict of law rules.


Section
24.             Effective Date of the Plan. The Plan shall be effective on the date it is
approved by the vote of the holders of a majority of all outstanding shares of
Stock.


Section
25.             Term of the Plan. No Award shall be granted pursuant to the Plan
after May 19, 2015, but Awards theretofore granted may extend beyond that date.



 38