Fair Market Value Per Share Uses in Change of Control Clause

Change of Control 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

Change of Control. Notwithstanding any provision of this Plan or any Award Agreement, upon or in anticipation of any Change of Control, the Board may, in its sole and absolute discretion and without the need for the consent of any Participant, prohibit the exercise of any Option until either the Change of Control is no longer anticipated or the Change of Control is consummated and/or take one or more of the following actions contingent upon the occurrence of the Change of Control: (i) cause all outstanding Options to become fully vested and immediately exercisable; (ii) cause all outstanding Restricted Shares to become nonforfeitable; (iii) cancel any Option in exchange for an option to purchase common stock of any successor corporation, which new option satisfies the requirements of Treas. Reg. SS 1.424-1(a)(4)(i) (notwithstanding the fact that the original Option may never have been intended to satisfy the requirements for treatment as an Incentive Stock Option), (iv) cancel any Restricted Shares in exchange for restricted shares of the common stock of any successor corporation, (v) redeem any Restricted Share for cash and/or other substitute consideration with a value equal to the Fair Market Value of an unrestricted Share on the date of the Change of Control; (vi) cancel any Option in exchange for cash and/or other substitute consideration with a value equal to (A) the number of Shares subject to that Option, multiplied by (B) the difference between the Fair Market Value Per Share on the date of the Change of Control and the exercise price of that Option.

Change of Control 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

Change of Control. Notwithstanding any provision of this Plan or any Award Agreement, upon or in anticipation of any Change of Control, the Board may, in its sole and absolute discretion and without the need for the consent of any Participant, prohibit the exercise of any Option until either the Change of Control is no longer anticipated or the Change of Control is consummated and/or take one or more of the following actions contingent upon the occurrence of the Change of Control: (i) cause all outstanding Options to become fully vested and immediately exercisable; (ii) cause all outstanding Restricted Shares to become nonforfeitable; (iii) cancel any Option in exchange for an option to purchase common stock of any successor corporation, which new option satisfies the requirements of Treas. Reg. SS 1.424-1(a)(4)(i) (notwithstanding the fact that the original Option may never have been intended to satisfy the requirements for treatment as an Incentive Stock Option), (iv) cancel any Restricted Shares in exchange for restricted shares of the common stock of any successor corporation, (v) redeem any Restricted Share for cash and/or other substitute consideration with a value equal to the Fair Market Value of an unrestricted Share on the date of the Change of Control; (vi) cancel any Option in exchange for cash and/or other substitute consideration with a value equal to (A) the number of Shares subject to that Option, multiplied by (B) the difference between the Fair Market Value Per Share on the date of the Change of Control and the exercise price of that Option.

Change of Control 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

Change of Control. Notwithstanding any provision of this Plan or any Award Agreement, upon or in anticipation of any Change of Control, the Board may, in its sole and absolute discretion and without the need for the consent of any Participant, prohibit the exercise of any Option until either the Change of Control is no longer anticipated or the Change of Control is consummated and/or take one or more of the following actions contingent upon the occurrence of the Change of Control: (i) cause all outstanding Options to become fully vested and immediately exercisable; (ii) cause all outstanding Restricted Shares to become nonforfeitable; (iii) cancel any Option in exchange for an option to purchase common stock of any successor corporation, which new option satisfies the requirements of Treas. Reg. SS 1.424-1(a)(4)(i) (notwithstanding the fact that the original Option may never have been intended to satisfy the requirements for treatment as an Incentive Stock Option), (iv) cancel any Restricted Shares in exchange for restricted shares of the common stock of any successor corporation, (v) redeem any Restricted Share for cash and/or other substitute consideration with a value equal to the Fair Market Value of an unrestricted Share on the date of the Change of Control; (vi) cancel any Option in exchange for cash and/or other substitute consideration with a value equal to (A) the number of Shares subject to that Option, multiplied by (B) the difference between the Fair Market Value Per Share on the date of the Change of Control and the exercise price of that Option.