Exhibit 10.32
 FIRST AMENDMENT
TO THE  eResearchTechnology, Inc.  AMENDED AND RESTATED 2003 EQUITY INCENTIVE PLAN
 WHEREAS
 WHEREAS
 WHEREAS
 NOW, THEREFORE
    (iii) Payment and Manner of Exercise
 Payment Upon Exercise of Shares




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8. Restricted Stock and Restricted Stock Units
 A. General Requirements.
 B. Number of Shares.
 C. Requirement of Employment or Service.
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D. Restrictions on Transfer.
 E. Right to Vote and To Receive Dividends.
  9. Deferral Elections
  A. Initial Election
 (i)
    
    Election. Each participant who is an
Outside Director or a Deferral Eligible Employee shall have the right
to defer the receipt of some or all of the shares issuable with respect
to Restricted Stock Units as to which a Vesting Date has not yet
occurred, by filing an Initial Election to defer the receipt of such
 shares on a form provided by the Committee for this purpose.
 (ii)
    
    Deadline for Initial Election. No
Initial Election to defer the receipt of shares issuable with respect
to Restricted Stock Units that are not Performance-Based Compensation
shall be effective unless it is filed with the Committee on or before
the 30th day following the date of grant and 12 or more
months in advance of the applicable Vesting Date. No Initial Election
to defer the receipt of shares issuable with respect to Restricted
Stock Units that are Performance-Based Compensation shall be effective
unless it is filed with the Committee at least six months before the
end of the Performance Period during which such Performance-Based
Compensation may be earned.
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B. Effect of Failure of Vesting Date to Occur
 C. Deferral Period
 D. Additional Elections
 (i)
    
    Each active participant who has previously made
an Initial Election to defer a distribution of part or all of his or
her Account, or who, pursuant to this Section 9D(i) has made a
Subsequent Election to defer the distribution date for shares issuable
with respect to Restricted Stock Units for an additional period from
the originally-elected distribution date, may elect to defer the
distribution date for a minimum of five and a maximum of ten additional
years from the previously-elected distribution date, by filing a
Subsequent Election with the Committee on or before the close of
business at least one year before the date on which the distribution
would otherwise be made.
 (ii)
    
    A deceased participants Successor-in-Interest
may elect to: (A) file a Subsequent Election to defer the distribution
date for the deceased participants shares issuable with respect to
Restricted Stock Units for five additional years from the date a
distribution would otherwise be made; or (B) file an Acceleration
Election to accelerate the distribution date for the deceased
participants shares issuable with respect to Restricted Stock Units
from the date a distribution would otherwise be made to a date that is
as soon as practicable following the deceased participants death. A
Subsequent Election must be filed with the Committee at least one year
before the date on which the distribution would otherwise be made, as
reflected on the deceased participants last Election. An Acceleration
Election pursuant to this Section 9D(ii) must be filed with the
Committee as soon as practicable following the deceased participants
death, as determined by the Committee.
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(iii)
    
    A Disabled participant may elect to accelerate
the distribution date of the Disabled participants shares issuable
with respect to Restricted Stock Units from the date a distribution
would otherwise be made to a date that is as soon as practicable
following the date the Disabled participant became disabled. An
Acceleration Election pursuant to this Section 9D(iii) must be filed
with the Committee as soon as practicable following the date the
participant becomes Disabled, as determined by the Committee.
 (iv)
    
    A retired participant may elect to defer the
distribution date of the retired participants shares issuable with
respect to Restricted Stock Units for five additional years from the
date a distribution would otherwise be made. A Subsequent Election
must be filed with the Committee at least one year before the date on
which the distribution would otherwise be made, as reflected on the
retired participants last Election.
 E. Discretion to Provide for Distribution in Full Upon or Following a Change of
Control
 F. Hardship
 G. Separation from Service
 H. Other Acceleration Events
 (i)
    
    To fulfill a domestic relations order (as
defined in section 414(p)(1)(B) of the Code) to the extent permitted by
Treasury Regulations section 1.409A-3(j)(4)(ii) or any successor
provision of law).
 (ii)
    
    To the extent necessary to comply with laws
relating to avoidance of conflicts of interest, as provided in Treasury
Regulation section 1.409A-3(j)(4)(iii) (or any successor provision of
law).
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(iii)
    
    To pay employment taxes to the extent
permitted by Treasury Regulation section 1.409A-3(j)(4)(vi) (or any
successor provision of law).
 (iv)
    
    In connection with the recognition of income as
the result of a failure to comply with Section 409A, to the extent
permitted by Treasury Regulation section 1.409A-3(j)(4)(vii) (or any
successor provision of law).
 (v)
    
    To pay state, local or foreign taxes to the
extent permitted by Treasury Regulation section 1.409A-3(j)(4)(xi) (or
any successor provision of law).
 (vi)
    
    In satisfaction of a debt of a participant to
the Company where such debt is incurred in the ordinary course of the
service relationship between the participant and the Company, to the
extent permitted by Treasury Regulation section 1.409A-3(j)(4)(xiii)
(or any successor provision of law).
 (vii)
    
    In connection with a bona fide dispute as to a
participants right to payment, to the extent permitted by Treasury
Regulation section 1.409A-3(j)(4)(xiv) (or any successor provision of
law).
 I. Book Accounts
 J. Crediting of Income, Gains and Losses on Accounts
 K. Participants Status as General Creditors
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L. Non-Assignability, Etc
 M. Required Suspension of Payment of Benefits
 N. Defined Terms
 (i)
    
    Acceleration Election means a written election on a form
provided by the Committee, pursuant to which a Deceased participants
Successor-in-Interest or a Disabled participant elects to accelerate the
distribution date of shares issuable with respect to Restricted Stock Units.
 (ii)
    
    Account means unfunded bookkeeping accounts established and
maintained by the Committee in the names of the respective participants to
which Deferred Stock Units, dividend equivalents and earnings on dividend
equivalents shall be credited with respect to the portion of the Account
allocated to the Company Stock Fund.
 (iii)
    
    Change of Control shall have the meaning provided in
Treasury Regulations section 1.409A-3(i)(5).
 (iv)
    
    Company Stock Fund means a hypothetical investment fund
pursuant to which Deferred Stock Units are credited with respect to a portion
of a Grant subject to an Election.
 (v)
    
    Deferral Eligible Employee means a participant who is awarded
Restricted Stock Units by the Committee.
 (vi)
    
    Deferred Stock Units means the hypothetical shares of Common
Stock credited to an Account in lieu of delivery of each share to which an
Election applies.
 (vii)
    
    Disability shall have the meaning ascribed in Section
22(e)(3) of the Code .
 (viii)
    
    Election means, as applicable, an Initial Election, a Subsequent Election,
or an Acceleration Election.
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(ix)
    
    Hardship means an unforeseeable emergency, as defined in
Section 409A. The Committee shall determine whether the circumstances of the
participant constitute an unforeseeable emergency and thus a Hardship.
Following a uniform procedure, the Committees determination shall consider any
facts or conditions deemed necessary or advisable by the Committee, and the
participant shall be required to submit any evidence of the participants
circumstances that the Committee requires. The determination as to whether the
participants circumstances are a case of Hardship shall be based on the facts
of each case; provided however, that all determinations as to Hardship shall be
uniformly and consistently made for all participants in similar circumstances.
 (x)
    
    Initial Election means a written election on a form provided
by the Committee, pursuant to which a participant: (i) elects, within the time
or times specified in Section 9A, to defer the distribution date of shares
issuable with respect to Restricted Stock Units; and (ii) designates the
distribution date of such shares.
 (xi)
    
    Outside Director means any individual who serves as a member
of the Board of Directors of the Company and who is neither (i) an employee of
the Company, (ii) the beneficial owner of 10% or more of the outstanding Common
Stock of the Company (a Significant Holder), or (iii) a stockholder, member
or partner of any entity which itself is a Significant Holder.
 (xii)
    
    Subsequent Election means a written election on a form
provided by the Committee, filed with the Committee in accordance with Section
9D, pursuant to which a participant: (i) elects, within the time or times
specified in Section 9A, to further defer the distribution date of shares
issuable with respect to Restricted Stock Units; and (ii) designates the
distribution date of such shares.
 (xiii)
    
    Successor-in-Interest means the estate or beneficiary to whom the right to
payment under the Plan shall have passed by will or the laws of descent and
distribution.
 (xiv)
    
    Vesting Date means the date on which the restrictions
imposed on a share issuable with respect to a Restricted Stock Unit lapse.
  17. Withholding
 A. Taxes
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B. Payment of Tax Liabilities; Election to Withhold Shares or Pay Cash to Satisfy Tax
Liability
 (i)
    
    In connection with the occurrence of a Vesting
Date, issuance of other shares or making of other payments pursuant to
Grants under the Plan, the lapse of any restrictions with respect to
Restricted Stock issued under the Plan or the distribution of a
participants Account, the Company shall have the right to (A) require
the participant to remit to the Company an amount sufficient to satisfy
any federal, state and/or local withholding tax requirements prior to
the delivery or transfer of any certificate or certificates for shares
or the making of any such payment or distribution, or (B) take any
action whatever that it deems necessary to protect its interests with
respect to tax liabilities. The Companys obligation to make any
delivery or transfer of shares or other payment or distribution with
respect to Grants under the Plan shall be conditioned on the
participants compliance, to the Companys satisfaction, with any
withholding requirement.
 (ii)
    
    Except as otherwise provided in this Section
17B(ii), any tax liabilities incurred in connection with the occurrence
of a Vesting Date, issuance of other shares or making of any payment
pursuant to Grants under the Plan, the lapse of any restrictions with
respect to Restricted Stock or the distribution of a participants
Account shall, to the extent such liabilities cannot be satisfied in
full by withholding cash payable in connection with such event, be
satisfied by the Companys withholding a portion of any shares to be so
distributed or issued having a Fair Market Value approximately equal to
the minimum amount of taxes required to be withheld by the Company
under applicable law, unless otherwise determined by the Committee with
respect to any participant. Notwithstanding the foregoing, the
Committee may permit a participant to elect one or both of the
following: (A) to have taxes withheld in excess of the minimum amount
required to be withheld by the Company under applicable law; provided
that the participant certifies in writing to the Company at the time of
such election that the participant owns Other Available Shares (as
defined below) having a Fair Market Value that is at least equal to the
amount to be withheld by the Company in payment of withholding taxes in
excess of such minimum amount; and (B) to pay to the Company in cash
all or a portion of the taxes to be withheld in connection with such
Vesting Date, issuance of other shares or making of any payment
pursuant to Grants under the Plan, lapse of restrictions on
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(a)
    
    the total number of shares owned
by a participant or such participants Family Member (as defined
below) that were not acquired by such participant or such
participants Family Member pursuant to the Plan or otherwise in
connection with the performance of services to the Company; plus(b)
    
    the excess, if any of:
 (A)
    
    the total number
of shares owned by a participant or such participants
Family Member other than the shares described in Section
6A(iii)(e)(A); over(B)
    
    the sum of:
 (I)
    
    the number of such shares owned by such
participant or such participants Family Member
for less than six months; plus
 (II)
    
    the number of such shares owned by such
participant or such participants Family Member
that has, within the preceding six months, been
the subject of a withholding certification
pursuant to Section 17; plus
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(III)
    
    the number of such shares owned by such
participant or such participants Family Member
that has, within the preceding six months, been
received in exchange for shares surrendered as
payment, in full or in
part, but only to the extent of the number of
 shares surrendered; plus
 (IV)
    
    the number of such shares owned by such
participant or such participants Family Member
as to which evidence of ownership has, within
the preceding six months, been provided to the
Committee in connection with the crediting of
Deferred Stock Units (as defined in Section
9N) to such participants Account.
  (iv)
    
    Family Member shall mean any child,
grandchild, parent, grandparent, including in each case adoptive
relationships, stepchild, spouse, a trust in which these persons and
the participant collectively have more than fifty percent of the
beneficial interest and any other entity in which these persons and the
participant collectively own more than fifty percent of the voting
interests.
 IN WITNESS WHEREOF
 eResearchTechnology, Inc.By:
    /s/  Keith D. SchneckName:
    Keith D. SchneckTitle:
    Executive Vice President and
Chief Financial Officer  12