Daniel M. Perlman Uses in Replacement Options Clause

Replacement Options from Equity Incentive Plan

The purposes of the Research Pharmaceutical Services, Inc. 2007 Equity Incentive Plan (formerly known as the Cross Shore Acquisition Corporation 2007 Equity Incentive Plan) (the Plan) are to: (a) further the growth and success of Research Pharmaceutical Services, Inc., a Delaware corporation (the Company) and its Related Entities, by enabling selected employees, directors, consultants and advisors of the Company or a Related Entity to acquire shares of common stock of the Company, thereby increasing their personal interest in such growth and success, (b) provide a means of rewarding outstanding performance of such persons, and (c) provide a means whereby the Company may grant Replacement Options to individuals who held options to purchase common stock of Research Pharmaceutical Services, Inc., a Pennsylvania corporation prior to the Closing Date. The terms of the Plan shall be incorporated in the Award Agreement to be executed by the Participant. (All capitalized terms not otherwise de

Replacement Options. Research Pharmaceutical Services, Inc. (a Pennsylvania corporation) underwent a change in control pursuant to the Agreement and Plan of Merger among Cross Shore Acquisition Corporation, Longxia Acquisition, Inc., Research Pharmaceutical Services, Inc. and the shareholders of Research Pharmaceutical Services, Inc. as of the Closing Date. Pursuant to this transaction, options outstanding under the predecessor Research Pharmaceutical Services, Inc. 2002 Equity Incentive Plan were cancelled as of the Closing Date and optionees were granted Replacement Options. Each Replacement Option shall be exercisable under the Plan in accordance with the terms of the Replacement Option agreement, the terms of which shall govern in the event of any conflict with the provisions of the Plan. In addition, any provision of the Plan that would provide an additional benefit (within the meaning of Section 424(a)(2) of the Code and the Treasury Regulations thereunder) shall not apply to the Replacement Options.

Replacement Options from Equity Incentive Plan

The purposes of the Research Pharmaceutical Services, Inc. 2007 Equity Incentive Plan (formerly known as the Cross Shore Acquisition Corporation 2007 Equity Incentive Plan) (the Plan) are to: (a) further the growth and success of Research Pharmaceutical Services, Inc., a Delaware corporation (the Company) and its Related Entities, by enabling selected employees, directors, consultants and advisors of the Company or a Related Entity to acquire shares of common stock of the Company, thereby increasing their personal interest in such growth and success, (b) provide a means of rewarding outstanding performance of such persons, and (c) provide a means whereby the Company may grant Replacement Options to individuals who held options to purchase common stock of Research Pharmaceutical Services, Inc., a Pennsylvania corporation prior to the Closing Date. The terms of the Plan shall be incorporated in the Award Agreement to be executed by the Participant. (All capitalized terms not otherwise de

Replacement Options. Research Pharmaceutical Services, Inc. (a Pennsylvania corporation) underwent a change in control pursuant to the Agreement and Plan of Merger among Cross Shore Acquisition Corporation, Longxia Acquisition, Inc., Research Pharmaceutical Services, Inc. and the shareholders of Research Pharmaceutical Services, Inc. as of the Closing Date. Pursuant to this transaction, options outstanding under the predecessor Research Pharmaceutical Services, Inc. 2002 Equity Incentive Plan were cancelled as of the Closing Date and optionees were granted Replacement Options. Each Replacement Option shall be exercisable under the Plan in accordance with the terms of the Replacement Option agreement, the terms of which shall govern in the event of any conflict with the provisions of the Plan. In addition, any provision of the Plan that would provide an additional benefit (within the meaning of Section 424(a)(2) of the Code and the Treasury Regulations thereunder) shall not apply to the Replacement Options.