exv4w1






 




Exhibit 4.1





 




    SERACARE
    LIFE SCIENCES, INC.

    



 




    2009
    EQUITY INCENTIVE PLAN

(Effective as of February 11, 2009)



 


		
	
    1.  
	
    DEFINED
    TERMS




 



    Exhibit A, which is incorporated by reference, defines the
    terms used in the Plan and sets forth certain operational rules
    related to those terms.



 


		
	
    2.  
	
    PURPOSE




 



    The Plan has been established to advance the interests of the
    Company by providing for the grant to Participants of
    Stock-based and other incentive Awards.



 


		
	
    3.  
	
    ADMINISTRATION




 



    The Administrator has discretionary authority, subject only to
    the express provisions of the Plan, to interpret the Plan;
    determine eligibility for and grant Awards; determine, modify or
    waive the terms and conditions of any Award; prescribe forms,
    rules and procedures; and otherwise do all things necessary to
    carry out the purposes of the Plan. In the case of any Award
    intended to be eligible for the performance-based compensation
    exception under Section 162(m), the Administrator will
    exercise its discretion consistent with qualifying the Award for
    that exception. Determinations of the Administrator made under
    the Plan will be conclusive and will bind all parties.



 


		
	
    4.  
	
    LIMITS ON
    AWARDS UNDER THE PLAN




 



    (a) Number of Shares.  A maximum of
    1,500,000 shares of Stock may be delivered in satisfaction
    of Awards under the Plan. For the avoidance of doubt, up to the
    total such maximum may be delivered in satisfaction of ISOs, if
    any, granted under the Plan. The number of shares of Stock
    delivered in satisfaction of Awards shall, for purposes of the
    preceding sentence, be determined net of shares of Stock
    withheld by the Company in payment of the exercise price of the
    Award or in satisfaction of tax withholding requirements with
    respect to the Award. To the extent consistent with the
    requirements of Section 422 and with other applicable legal
    requirements (including applicable stock exchange requirements),
    Stock issued under awards of an acquired company that are
    converted, replaced, or adjusted in connection with the
    acquisition shall not reduce the number of shares available for
    Awards under the Plan.



 



    (b) Type of Shares.  Stock
    delivered by the Company under the Plan may be authorized but
    unissued Stock or previously issued Stock acquired by the
    Company. No fractional shares of Stock will be delivered under
    the Plan.



 



    (c) Section 162(m) Limits  The
    maximum number of shares of Stock for which Stock Options may be
    granted to any person in any calendar year and the maximum
    number of shares of Stock subject to SARs granted to any person
    in any calendar year will each be 1,000,000. The maximum number
    of shares subject to other Awards granted to any person in any
    calendar year will be 1,000,000 shares. The foregoing
    provisions will be construed in a manner consistent with
    Section 162(m).



 


		
	
    5.  
	
    ELIGIBILITY
    AND PARTICIPATION




 



    The Administrator will select Participants from among those key
    Employees and directors of, and consultants and advisors to, the
    Company or its Affiliates who, in the opinion of the
    Administrator, are in a position to make a significant
    contribution to the success of the Company and its Affiliates;
    provided, that, subject to such express exceptions, if
    any, as the Administrator may establish, eligibility shall be
    further limited to those persons as to whom the use of a
    Form S-8
    registration statement is permissible. Eligibility for ISOs is
    further limited to employees of the Company or of a “parent
    corporation” or “subsidiary corporation” of the
    Company as those terms are defined in Section 424 of the
    Code.




    

    1








 





		
	
    6.  
	
    RULES APPLICABLE
    TO AWARDS




 


		
	
    (a)  
	
    All
    Awards




 



    (1) Award Provisions.  The
    Administrator will determine the terms of all Awards, subject to
    the limitations provided herein. By accepting (or, under such
    rules as the Administrator may prescribe, being deemed to have
    accepted) an Award, the Participant agrees to the terms of the
    Award and the Plan. Notwithstanding any provision of this Plan
    to the contrary, awards of an acquired company that are
    converted, replaced or adjusted in connection with the
    acquisition may contain terms and conditions that are
    inconsistent with the terms and conditions specified herein, as
    determined by the Administrator.



 



    (2) Term of Plan.  No Awards may be
    made after February 10, 2019, but previously granted Awards
    may continue beyond that date in accordance with their terms



 



    (3) Transferability.  Neither ISOs
    nor, except as the Administrator otherwise expressly provides in
    accordance with the second sentence of this
    Section 6(a)(3), other Awards may be transferred other than
    by will or by the laws of descent and distribution, and during a
    Participant’s lifetime ISOs (and, except as the
    Administrator otherwise expressly provides in accordance with
    the second sentence of this Section 6(a)(3), other Awards
    requiring exercise) may be exercised only by the Participant.
    The Administrator may permit Awards other than ISOs to be
    transferred by gift, subject to such limitations as the
    Administrator may impose.



 



    (4) Vesting, Etc.  The
    Administrator may determine the time or times at which an Award
    will vest or become exercisable and the terms on which an Award
    requiring exercise will remain exercisable. Without limiting the
    foregoing, the Administrator may at any time accelerate the
    vesting or exercisability of an Award, regardless of any adverse
    or potentially adverse tax consequences resulting from such
    acceleration. Unless the Administrator expressly provides
    otherwise, however, the following rules will apply:



 



    (A) Immediately upon the cessation of the
    Participant’s Employment and except as provided in (B),
    (C) and (D) below, each Award requiring exercise that
    is then held by the Participant or by the Participant’s
    permitted transferees, if any, will cease to be exercisable and
    will terminate, and all other Awards that are then held by the
    Participant or by the Participant’s permitted transferees,
    if any, to the extent not already vested will be forfeited.



 



    (B) Subject to (C), (D) and (E) below, all Stock
    Options and SARs held by the Participant or the
    Participant’s permitted transferees, if any, immediately
    prior to the cessation of the Participant’s Employment, to
    the extent then exercisable, will remain exercisable for the
    lesser of (i) a period of three months or (ii) the
    period ending on the latest date on which such Stock Option or
    SAR could have been exercised without regard to this
    Section 6(a)(4), and will thereupon terminate.



 



    (C) If the Participant’s Employment terminates as a
    result of Total Disability or death, all Stock Options and SARs
    held by a Participant or the Participant’s permitted
    transferees, if any, immediately prior to the Participant’s
    death or Total Disability (as applicable), to the extent then
    exercisable, will remain exercisable for the lesser of
    (i) the one year period ending with the first anniversary
    of the Participant’s death or Total Disability (as
    applicable) or (ii) the period ending on the latest date on
    which such Stock Option or SAR could have been exercised without
    regard to this Section 6(a)(4), and will thereupon
    terminate.



 



    (D) If the Participant’s Employment terminates as a
    result of Retirement, all non-incentive stock options held by a
    Participant or the Participant’s permitted transferees, if
    any, immediately prior to the Participant’s Retirement, to
    the extent exercisable, will remain exercisable for the lesser
    of (i) the one year period ending with the first
    anniversary of the Participant’s Retirement or
    (ii) the period ending on the latest date on which such
    Stock Option or SAR could have been exercised without regard to
    this Section 6(a)(4), and will thereupon terminate.



 



    (E) All Stock Options and SARs held by a Participant or the
    Participant’s permitted transferees, if any, immediately
    prior to the cessation of the Participant’s Employment will
    immediately terminate upon such cessation if the Administrator
    in its sole discretion determines that such cessation of
    Employment has resulted for Cause.




    

    2








 






    (5) Taxes.  The delivery, vesting
    or retention of Stock or other property under an Award is
    conditioned upon full satisfaction by the Participant of all tax
    withholding requirements with respect to the Award. The
    Administrator will prescribe such rules for the withholding of
    taxes as it deems necessary. The Administrator may, but need
    not, hold back shares of Stock from an Award or permit a
    Participant to tender previously owned shares of Stock in
    satisfaction of tax withholding requirements (but not in excess
    of the minimum withholding required by law).



 



    (6) Dividend Equivalents, Etc.  The
    Administrator may provide for the payment of amounts in lieu of
    cash dividends or other cash distributions with respect to Stock
    subject to an Award. Any entitlement to dividend equivalents or
    similar entitlements shall be established and administered
    consistent either with exemption from, or compliance with, the
    requirements of Section 409A.



 



    (7) Rights Limited.  Nothing in the
    Plan will be construed as giving any person the right to
    continued employment or service with the Company or its
    Affiliates, or any rights as a stockholder except as to shares
    of Stock actually issued under the Plan. The loss of existing or
    potential profit in Awards will not constitute an element of
    damages in the event of termination of Employment for any
    reason, even if the termination is in violation of an obligation
    of the Company or any Affiliate to the Participant.



 



    (8) Section 162(m).  This
    Section 6(a)(8) applies to any Performance Award intended
    to qualify as performance-based for the purposes of
    Section 162(m) other than a Stock Option or SAR. In the
    case of any Performance Award to which this Section 6(a)(8)
    applies, the Plan and such Award will be construed to the
    maximum extent permitted by law in a manner consistent with
    qualifying the Award for such exception. With respect to such
    Performance Awards, the Administrator will preestablish, in
    writing, one or more specific Performance Criteria no later than
    90 days after the commencement of the period of service to
    which the performance relates (or at such earlier time as is
    required to qualify the Award as performance-based under
    Section 162(m)). Prior to grant, vesting or payment of the
    Performance Award, as the case may be, the Administrator will
    certify whether the applicable Performance Criteria have been
    attained and such determination will be final and conclusive. No
    Performance Award to which this Section 6(a)(8) applies may
    be granted after the first meeting of the stockholders of the
    Company held during the calendar year ending December 31,
    2014 until the listed performance measures set forth in the
    definition of “Performance Criteria” (as originally
    approved or as subsequently amended) have been resubmitted to
    and reapproved by the stockholders of the Company in accordance
    with the requirements of Section 162(m) of the Code, unless
    such grant is made contingent upon such approval.



 



    (9) Coordination with Other
    Plans.  Awards under the Plan may be granted
    in tandem with, or in satisfaction of or substitution for, other
    Awards under the Plan or awards made under other compensatory
    plans or programs of the Company or its Affiliates. For example,
    but without limiting the generality of the foregoing, awards
    under other compensatory plans or programs of the Company or its
    Affiliates may be settled in Stock (including, without
    limitation, Unrestricted Stock) if the Administrator so
    determines, in which case the shares delivered shall be treated
    as awarded under the Plan (and shall reduce the number of shares
    thereafter available under the Plan in accordance with the rules
    set forth in Section 4). In any case where an award is made
    under another plan or program of the Company or its Affiliates
    and such award is intended to qualify for the performance-based
    compensation exception under Section 162(m), and such award
    is settled by the delivery of Stock or another Award under the
    Plan, the applicable Section 162(m) limitations under both
    the other plan or program and under the Plan shall be applied to
    the Plan as necessary (as determined by the Administrator) to
    preserve the availability of the Section 162(m)
    performance-based compensation exception with respect thereto.



 



    (10) Section 409A.  Each Award
    shall contain such terms as the Administrator determines, and
    shall be construed and administered, such that the Award either
    (i) qualifies for an exemption from the requirements of
    Section 409A, or (ii) satisfies such requirements.



 



    (11) Certain Requirements of Corporate
    Law.  Awards shall be granted and administered
    consistent with the requirements of applicable Delaware law
    relating to the issuance of stock and the consideration to be
    received therefor, and with the applicable requirements of the
    stock exchanges or other trading systems on which the Stock is
    listed or entered for trading, in each case as determined by the
    Administrator.




    

    3








 





		
	
    (b)  
	
    Awards
    Requiring Exercise




 



    (1) Time And Manner Of
    Exercise.  Unless the Administrator expressly
    provides otherwise, an Award requiring exercise by the holder
    will not be deemed to have been exercised until the
    Administrator receives a notice of exercise (in form acceptable
    to the Administrator) signed by the appropriate person and
    accompanied by any payment required under the Award. If the
    Award is exercised by any person other than the Participant, the
    Administrator may require satisfactory evidence that the person
    exercising the Award has the right to do so.



 



    (2) Exercise Price.  The exercise
    price (or the base value from which appreciation is to be
    measured) of each Award requiring exercise shall be 100% (in the
    case of an ISO granted to a ten-percent shareholder within the
    meaning of subsection (b)(6) of Section 422, 110%) of the
    fair market value of the Stock subject to the Award, determined
    as of the date of grant, or such higher amount as the
    Administrator may determine in connection with the grant. No
    such Award, once granted, may be repriced other than in
    accordance with the applicable stockholder approval requirements
    of Nasdaq. Fair market value shall be determined by the
    Administrator consistent with the applicable requirements of
    Section 422 and Section 409A.



 



    (3) Payment Of Exercise
    Price.  Where the exercise of an Award is to
    be accompanied by payment, payment of the exercise price shall
    be by cash or check acceptable to the Administrator, or, if so
    permitted by the Administrator and if legally permissible,
    (i) through the delivery of unrestricted shares of Stock
    that have been outstanding for at least six months (unless the
    Administrator approves a shorter period) and that have a fair
    market value equal to the exercise price, (ii) through a
    broker-assisted exercise program acceptable to the
    Administrator, (iii) by other means acceptable to the
    Administrator, or (iv) by any combination of the foregoing
    permissible forms of payment. The delivery of shares in payment
    of the exercise price under clause (i) above may be
    accomplished either by actual delivery or by constructive
    delivery through attestation of ownership, subject to such rules
    as the Administrator may prescribe.



 



    (4) Maximum Term.  Awards requiring
    exercise will have a maximum term not to exceed ten
    (10) years from the date of grant.



 


		
	
    7.  
	
    EFFECT OF
    CERTAIN TRANSACTIONS




 



    (a) Mergers, etc.  Except as
    otherwise provided in an Award, the following provisions shall
    apply in the event of a Covered Transaction:



 



    (1) Assumption or Substitution.  If
    the Covered Transaction is one in which there is an acquiring or
    surviving entity, the Administrator may provide for the
    assumption of some or all outstanding Awards or for the grant of
    new awards in substitution therefor by the acquiror or survivor
    or an affiliate of the acquiror or survivor.



 



    (2) Cash-Out of Awards.  If the
    Covered Transaction is one in which holders of Stock will
    receive upon consummation a payment (whether cash, non-cash or a
    combination of the foregoing), then, subject to
    Section 7(a)(5) below, the Administrator may provide for
    payment (a “cash-out”), with respect to some or all
    Awards or any portion thereof, equal in the case of each
    affected Award or portion thereof to the excess, if any, of
    (A) the fair market value of one share of Stock (as
    determined by the Administrator in its reasonable discretion)
    times the number of shares of Stock subject to the Award or such
    portion, over (B) the aggregate exercise or purchase price,
    if any, under the Award or such portion (in the case of an SAR,
    the aggregate base value above which appreciation is measured),
    in each case on such payment terms (which need not be the same
    as the terms of payment to holders of Stock) and other terms,
    and subject to such conditions, as the Administrator determines;
    provided, that the Administrator shall not exercise its
    discretion under this Section 7(a)(2) with respect to an
    Award or portion thereof providing for “nonqualified
    deferred compensation” subject to Section 409A in a
    manner that would constitute an extension or acceleration of, or
    other change in, payment terms if such change would be
    inconsistent with the applicable requirements of
    Section 409A.



 



    (3) Acceleration of Certain
    Awards.  If the Covered Transaction (whether
    or not there is an acquiring or surviving entity) is one in
    which there is no assumption, substitution or cash-out, then,




    

    4








 






    subject to Section 7(a)(5) below, each Award requiring
    exercise will become fully exercisable, and the delivery of any
    shares of Stock remaining deliverable under each outstanding
    Award of Stock Units (including Restricted Stock Units and
    Performance Awards to the extent consisting of Stock Units) will
    be accelerated and such shares will be delivered, prior to the
    Covered Transaction, in each case on a basis that gives the
    holder of the Award a reasonable opportunity, as determined by
    the Administrator, following exercise of the Award or the
    delivery of the shares, as the case may be, to participate as a
    stockholder in the Covered Transaction; provided, that to
    the extent acceleration pursuant to this Section 7(a)(3) of
    an Award subject to Section 409A would cause the Award to
    fail to satisfy the requirements of Section 409A, the Award
    shall not be accelerated and the Administrator in lieu thereof
    shall take such steps as are necessary to ensure that payment of
    the Award is made in a medium other than Stock and on terms that
    as nearly as possible, but taking into account adjustments
    required or permitted by this Section 7, replicate the
    prior terms of the Award.



 



    (4) Termination of Awards Upon Consummation of
    Covered Transaction.  Each Award will
    terminate upon consummation of the Covered Transaction, other
    than the following: (i) Awards assumed pursuant to
    Section 7(a)(1) above; (ii) Awards converted pursuant
    to the proviso in Section 7(a)(3) above into an ongoing
    right to receive payment other than Stock; and
    (iii) outstanding shares of Restricted Stock (which shall
    be treated in the same manner as other shares of Stock, subject
    to Section 7(a)(5) below).



 



    (5) Additional Limitations.  Any
    share of Stock and any cash or other property delivered pursuant
    to Section 7(a)(2) or Section 7(a)(3) above with
    respect to an Award may, in the discretion of the Administrator,
    contain such restrictions, if any, as the Administrator deems
    appropriate to reflect any performance or other vesting
    conditions to which the Award was subject and that did not lapse
    (and were not satisfied) in connection with the Covered
    Transaction. For purposes of the immediately preceding sentence,
    a cash-out under Section 7(a)(2) above or the acceleration
    of exercisability of an Award under Section 7(a)(3) above
    shall not, in and of itself, be treated as the lapsing of a
    performance or other vesting condition. In the case of
    Restricted Stock that does not vest in connection with the
    Covered Transaction, the Administrator may require that any
    amounts delivered, exchanged or otherwise paid in respect of
    such Stock in connection with the Covered Transaction be placed
    in escrow or otherwise made subject to such restrictions as the
    Administrator deems appropriate to carry out the intent of the
    Plan.



 


		
	
    (b)  
	
    Changes
    in and Distributions With Respect to Stock




 



    (1) Basic Adjustment
    Provisions.  In the event of a stock dividend,
    stock split or combination of shares (including a reverse stock
    split), recapitalization or other change in the Company’s
    capital structure, the Administrator shall make appropriate
    adjustments to the maximum number of shares specified in
    Section 4(a) that may be delivered under the Plan and to
    the maximum share limits described in Section 4(c), and
    shall also make appropriate adjustments to the number and kind
    of shares of stock or securities subject to Awards then
    outstanding or subsequently granted, any exercise prices
    relating to Awards and any other provision of Awards affected by
    such change.



 



    (2) Certain Other Adjustments.  The
    Administrator may also make adjustments of the type described in
    Section 7(b)(1) above to take into account distributions to
    stockholders other than those provided for in Section 7(a)
    and 7(b)(1), or any other event, if the Administrator determines
    that adjustments are appropriate to avoid distortion in the
    operation of the Plan and to preserve the value of Awards made
    hereunder, having due regard for the qualification of ISOs under
    Section 422, the requirements of Section 409A, and for
    the performance-based compensation rules of Section 162(m),
    where applicable



 



    (3) Continuing Application of Plan
    Terms.  References in the Plan to shares of
    Stock will be construed to include any stock or securities
    resulting from an adjustment pursuant to this Section 7.



 


		
	
    8.  
	
    LEGAL
    CONDITIONS ON DELIVERY OF STOCK




 



    The Company will not be obligated to deliver any shares of Stock
    pursuant to the Plan or to remove any restriction from shares of
    Stock previously delivered under the Plan until: (i) the
    Company is satisfied that all legal matters in connection with
    the issuance and delivery of such shares have been addressed and
    resolved;




    

    5








 






    (ii) if the outstanding Stock is at the time of delivery
    listed on any stock exchange or national market system, the
    shares to be delivered have been listed or authorized to be
    listed on such exchange or system upon official notice of
    issuance; and (iii) all conditions of the Award have been
    satisfied or waived. If the sale of Stock has not been
    registered under the Securities Act of 1933, as amended, the
    Company may require, as a condition to exercise of the Award,
    such representations or agreements as counsel for the Company
    may consider appropriate to avoid violation of such Act. The
    Company may require that certificates evidencing Stock issued
    under the Plan bear an appropriate legend reflecting any
    restriction on transfer applicable to such Stock, and the
    Company may hold the certificates pending lapse of the
    applicable restrictions.



 


		
	
    9.  
	
    AMENDMENT
    AND TERMINATION




 



    The Administrator may at any time or times amend the Plan or any
    outstanding Award for any purpose which may at the time be
    permitted by law, and may at any time terminate the Plan as to
    any future grants of Awards; provided, that except as
    otherwise expressly provided in the Plan the Administrator may
    not, without the Participant’s consent, alter the terms of
    an Award so as to affect materially and adversely the
    Participant’s rights under the Award, unless the
    Administrator expressly reserved the right to do so at the time
    of the Award. Any amendments to the Plan shall be conditioned
    upon stockholder approval only to the extent, if any, such
    approval is required by law (including the Code and applicable
    stock exchange requirements), as determined by the Administrator.



 


		
	
    10.  
	
    OTHER
    COMPENSATION ARRANGEMENTS




 



    The existence of the Plan or the grant of any Award will not in
    any way affect the Company’s right to Award a person
    bonuses or other compensation in addition to Awards under the
    Plan.



 


		
	
    11.  
	
    MISCELLANEOUS




 



    (a) Waiver of Jury Trial.  By
    accepting an Award under the Plan, each Participant waives any
    right to a trial by jury in any action, proceeding or
    counterclaim concerning any rights under the Plan and any Award,
    or under any amendment, waiver, consent, instrument, document or
    other agreement delivered or which in the future may be
    delivered in connection therewith, and agrees that any such
    action, proceedings or counterclaim shall be tried before a
    court and not before a jury. By accepting an Award under the
    Plan, each Participant certifies that no officer,
    representative, or attorney of the Company has represented,
    expressly or otherwise, that the Company would not, in the event
    of any action, proceeding or counterclaim, seek to enforce the
    foregoing waivers.



 



    (b) Limitation of
    Liability.  Notwithstanding anything to the
    contrary in the Plan, neither the Company, nor any Affiliate,
    nor the Administrator, nor any person acting on behalf of the
    Company, any Affiliate, or the Administrator, shall be liable to
    any Participant or to the estate or beneficiary of any
    Participant or to any other holder of an Award by reason of any
    acceleration of income, or any additional tax, asserted by
    reason of the failure of an Award to satisfy the requirements of
    Section 422 or Section 409A or by reason of
    Section 4999 of the Code; provided, that nothing in this
    Section 11(b) shall limit the ability of the Administrator
    or the Company to provide by separate express written agreement
    with a Participant for a
    gross-up
    payment or other payment in connection with any such tax or
    additional tax.




    

    6








 







    EXHIBIT A



 




    Definition
    of Terms



 



    The following terms, when used in the Plan, will have the
    meanings and be subject to the provisions set forth below:



 



    “Administrator”: The Compensation Committee,
    except that the Compensation Committee may delegate (i) to
    one or more of its members (or, to the extent consistent with
    applicable Delaware Law, to one or more other members of the
    Board) such of its duties, powers and responsibilities as it may
    determine; (ii) to one or more officers of the Company the
    power to grant rights or options to the extent permitted by
    Section 157(c) of the Delaware General Corporation Law, and
    (iii) to such Employees or other persons as it determines
    such ministerial tasks as it deems appropriate. In the event of
    any delegation described in the preceding sentence, the term
    “Administrator” shall include the person or persons so
    delegated to the extent of such delegation.



 



    “Affiliate”: Any corporation or other entity
    that stands in a relationship to the Company that would result
    in the Company and such corporation or other entity being
    treated as one employer under Section 414(b) and
    Section 414(c) of the Code.



 



    “Award”: Any or a combination of the following:



 



    (i) Stock Options.



 



    (ii) SARs.



 



    (iii) Restricted Stock.



 



    (iv) Unrestricted Stock.



 



    (v) Stock Units, including Restricted Stock Units.



 



    (vi) Performance Awards.



 



    (vii) Awards (other than Awards described in
    (i) through (vi) above) that are convertible into or
    otherwise based on Stock.



 



    “Board”: The Board of Directors of the Company.



 



    “Cause”: As applied to any Participant with an
    employment, severance or similar agreement with the Company that
    contains a definition of “cause”, the term
    “Cause” as used under the Plan shall have the same
    meaning as under such employment, severance or similar
    agreement. As applied to any other Participant,
    “Cause” shall mean, as determined by the Administrator
    acting in good faith and based on its reasonable belief at the
    time, that the Participant



 



    (1) has been negligent in the discharge of his or her
    duties to the Company, has refused to perform stated or assigned
    duties or is incompetent in or incapable of performing those
    duties; or



 



    (2) has been dishonest or committed or engaged in an act of
    theft, embezzlement or fraud, a breach of confidentiality, an
    unauthorized disclosure or use of inside information, customer
    lists, trade secrets or other confidential information; has
    breached a fiduciary duty, or willfully and materially violated
    any other duty, law, rule, regulation or policy of the Company
    or an affiliate; or has been convicted of a felony or
    misdemeanor (other than minor traffic violations or similar
    offenses); or



 



    (3) has materially breached any of the provisions of any
    agreement with the Company or an affiliated entity; or



 



    (4) has engaged in unfair competition with, or otherwise
    acted intentionally in a manner injurious to the reputation,
    business or assets of, the Company or an affiliate; has
    improperly induced a vendor or customer to break or terminate
    any contract with the Company or an affiliate or induced a
    principal for whom the Company or an affiliate acts as agent to
    terminate such agency relationship.




    

    7








 






    “Code”: The U.S. Internal Revenue Code of
    1986 as from time to time amended and in effect, or any
    successor statute as from time to time in effect.



 



    “Compensation Committee”: The Compensation
    Committee of the Board.



 



    “Company”: SeraCare Life Sciences, Inc., a
    Delaware corporation, and its successors.



 



    “Covered Transaction”: Any of (i) a
    consolidation, merger, or similar transaction or series of
    related transactions, including a sale or other disposition of
    stock, in which the Company is not the surviving corporation or
    which results in the acquisition of all or substantially all of
    the Company’s then outstanding common stock by a single
    person or entity or by a group of persons
    and/or
    entities acting in concert, (ii) a sale or transfer of all
    or substantially all the Company’s assets, or (iii) a
    dissolution or liquidation of the Company. Where a Covered
    Transaction involves a tender offer that is reasonably expected
    to be followed by a merger described in clause (i) (as
    determined by the Administrator), the Covered Transaction shall
    be deemed to have occurred upon consummation of the tender offer.



 



    “Employee”: Any person who is employed by the
    Company or an Affiliate.



 



    “Employment”: A Participant’s employment
    or other service relationship with the Company and its
    Affiliates. Employment will not be deemed to continue, unless
    the Administrator expressly provides otherwise, if the
    Participant’s employment or other service relationship with
    the Company terminates and the Participant becomes employed by,
    or otherwise provides services to the Company or its Affiliates
    in a different capacity described in Section 5. If a
    Participant’s employment or other service relationship is
    with an Affiliate and that entity ceases to be an Affiliate, the
    Participant’s Employment will be deemed to have terminated
    when the entity ceases to be an Affiliate unless the Participant
    transfers Employment to the Company or its remaining Affiliates.
    Notwithstanding the foregoing and the definition of
    “Affiliate” above, in construing the provisions of any
    Award relating to a payment of “nonqualified deferred
    compensation” (subject to Section 409A) upon a
    termination or cessation of Employment, references to
    termination or cessation of Employment, separation from service,
    retirement or similar or correlative terms shall be construed to
    require a “separation from service” (as that term is
    defined in
    Section 1.409A-1(h)
    of the Treasury Regulations under Section 409A) from the
    Company and from all other corporations and trades or
    businesses, if any, that would be treated as a single
    “service recipient” with the Company under
    Section 1.409A-1(h)(3)
    of such Treasury Regulations. The Company may, but need not,
    elect in writing, subject to the applicable limitations under
    Section 409A, any of the special elective rules prescribed
    in
    Section 1.409A-1(h)
    of the Treasury Regulations under Section 409A for purposes
    of determining whether a “separation from service” has
    occurred. Any such written election shall be deemed part of the
    Plan.



 



    “ISO”: A Stock Option intended to be an
    “incentive stock option” within the meaning of
    Section 422. Each option granted pursuant to the Plan will
    be treated as providing by its terms that it is to be a
    non-incentive stock option unless, as of the date of grant, it
    is expressly designated as an ISO.



 



    “Participant”: A person who is granted an Award
    under the Plan.



 



    “Performance Award”: An Award subject to
    Performance Criteria. The Compensation Committee in its
    discretion may grant Performance Awards that are intended to
    qualify for the performance-based compensation exception under
    Section 162(m) and Performance Awards that are not intended
    so to qualify.



 



    “Performance Criteria”: Specified criteria,
    other than the mere continuation of Employment or the mere
    passage of time, the satisfaction of which is a condition for
    the grant, exercisability, vesting or full enjoyment of an
    Award. For purposes of Awards that are intended to qualify for
    the performance-based compensation exception under
    Section 162(m), a Performance Criterion will mean an
    objectively determinable measure of performance relating to any
    or any combination of the following (measured either absolutely
    or by reference to an index or indices and determined either on
    a consolidated basis or, as the context permits, on a
    divisional, subsidiary, line of business, project or
    geographical basis or in combinations thereof) sales; revenues;
    assets; expenses; earnings before or after deduction for all or
    any portion of interest, taxes, depreciation, or amortization,
    whether or not on a continuing operations or an aggregate or per
    share basis; return on equity, investment, capital or assets;
    one or more operating ratios; borrowing levels, leverage ratios
    or credit rating;




    

    8








 






    market share; capital expenditures; cash flow; stock price;
    stockholder return; sales of particular products or services;
    customer acquisition or retention; acquisitions and divestitures
    (in whole or in part); joint ventures and strategic alliances;
    spin-offs,
    split-ups
    and the like; reorganizations; or recapitalizations,
    restructurings, financings (issuance of debt or equity) or
    refinancings. A Performance Criterion and any targets with
    respect thereto determined by the Administrator need not be
    based upon an increase, a positive or improved result or
    avoidance of loss. To the extent consistent with the
    requirements for satisfying the performance-based compensation
    exception under Section 162(m), the Administrator may
    provide in the case of any Award intended to qualify for such
    exception that one or more of the Performance Criteria
    applicable to such Award will be adjusted in an objectively
    determinable manner to reflect events (for example, but without
    limitation, acquisitions or dispositions) occurring during the
    performance period that affect the applicable Performance
    Criterion or Criteria.



 



    “Plan”: The SeraCare Life Sciences, Inc. 2009
    Equity Incentive Plan as from time to time amended and in effect.



 



    “Restricted Stock”: Stock subject to
    restrictions requiring that it be redelivered or offered for
    sale to the Company if specified conditions are not satisfied.



 



    “Restricted Stock Unit”: A Stock Unit that is,
    or as to which the delivery of Stock or cash in lieu of Stock
    is, subject to the satisfaction of specified performance or
    other vesting conditions.



 



    “Retirement”: Retirement with the consent of
    the Company or, from active service as an employee or officer of
    the Company on or after attaining age 55 with 10 or more
    years of service or after age 65.



 



    “SAR”: A right entitling the holder upon
    exercise to receive an amount (payable in cash or in shares of
    Stock of equivalent value) equal to the excess of the fair
    market value of the shares of Stock subject to the right over
    the base value from which appreciation under the SAR is to be
    measured.



 



    “Section 409A”: Section 409A of the
    Code.



 



    “Section 422”: Section 422 of the
    Code.



 



    “Section 162(m)”: Section 162(m) of
    the Code.



 



    “Stock”: Common stock of the Company, par value
    $.001 per share.



 



    “Stock Option”: An option entitling the holder
    to acquire shares of Stock upon payment of the exercise price.



 



    “Stock Unit”: An unfunded and unsecured
    promise, denominated in shares of Stock, to deliver Stock or
    cash measured by the value of Stock in the future.



 



    “Total Disability”: A “permanent and total
    disability” within the meaning of Section 22(e)(3) of
    the Code and such other disabilities, infirmities, afflictions
    or conditions as the Administrator by rule may include.



 



    “Unrestricted Stock”: Stock not subject to any
    restrictions under the terms of the Award.




    

    9