2010 OUTSIDE DIRECTOR CASH COMPENSATION AND STOCK INCENTIVE PLAN
1. Purpose of the Plan . The purpose of this plan ("Plan"), to be known as the "2010 Outside Director Cash
Compensation and Stock Incentive Plan", is to attract qualified personnel to accept positions of responsibility as
outside directors with Vyteris, Inc., a Nevada corporation, and its successors (collectively, the "Company"), and
to provide incentives for qualified persons to remain on the Board of Directors of the Company as outside (non-
management) directors. Following the effective date of this Plan, the Company shall not grant any awards of cash,
stock, or options pursuant to the Company’s 2010 Outside Director Stock Incentive Plan.
2. Definitions . As used in the Plan, unless the context requires otherwise, the following terms shall have the
"Administrator" shall mean the Compensation Committee of the Board, and if there is no designated
Compensation Committee, then the Board.
“Annual Meeting” shall mean an annual meeting of the Company’s stockholders. “Annual Meeting Date” shall
mean each date on which an Annual Meeting is held, commencing with the Annual Meeting conducted during
2010; provided, however, that if the Annual Meeting is not conducted by July 1 in any calendar year, the term
“Annual Meeting Date” for such calendar year shall be July 1 of such calendar year.
"Board" shall mean the Board of Directors of the Company.
“Cash Award” shall mean a cash award made pursuant to Section 15 of the Plan.
"Common Stock" shall mean the Company's common stock, par value $0.015 per share, or if, pursuant to the
adjustment provisions of Section 11 hereof, another security is substituted for such common stock, such other
"Existing Director" shall mean each member of the Board on the date of adoption of this Plan other than any
member of the Board who is also an executive officer of the Company.
"Fair Market Value" on any date means the average of th