1990 STOCK INCENTIVE PLAN
PHARMACEUTICAL RESOURCES, INC.
SECTION 1. PURPOSE; DEFINITIONS.
The purpose of the Pharmaceutical Resources, Inc. 1990 Stock Incentive Plan (the "Plan") is to enable
Pharmaceutical Resources, Inc. (the "Company") to offer to officers, other employees and independent agents,
consultants and attorneys of the Company and its subsidiaries, long-term performance-based stock and/or other
equity interests in the Company thereby enhancing their ability to attract, retain and reward such individuals. The
various types of long-term incentive awards which may be provided under the Plan will enable Pharmaceutical
Resources, Inc. to respond to changes in compensation practices, tax laws, accounting regulations and the size
and diversity of its businesses.
For purposes of the Plan, the following terms shall be defined as set forth below:
(a) "Agents" means those persons who are not employees of the Company or any subsidiary, including
independent agents, consultants and attorneys for the Company.
(b) "Board" means the Board of Directors of Pharmaceutical Resources, Inc.
(c) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.
(d) "Committee" means the Stock Option Committee of the Board or any other committee of the Board which
the Board may designate.
(e) "Company" means Pharmaceutical Resources, Inc., a corporation organized under the laws of the State of
(f) "Deferred Stock" means Stock to be received, under an award made pursuant to Section 8 below, at the end
of a specified deferral period.
(g) "Disability" means disability as determined under procedures established by the Committee for purposes of
(h) "Early Retirement" means retirement, with the approval of the Committee for purposes of one or more award
(s) hereunder, from active employment with the Company or any Subsidiary prior to age 65.
(i) "Fair Market Value", unless otherwise required by any applicable provision