Amendment to the
1994 Long-Term Performance Incentive Plan of NaPro BioTherapeutics, Inc.
1. Plan Sponsor: NaPro BioTherapeutics, Inc.
3. Amendment of Plan: The following Amendment to the 1994 Long-Term Performance Incentive Plan of NaPro
BioTherapeutics, Inc. (the "Plan") is adopted, effective as provided in Paragraph 3:
A. Section 4(b) of the Plan regarding the maximum number of shares that may be issued under the Plan shall be
amended by deleting the existing Section 4(b) in its entirety and replacing it with the following:
(b) Maximum Number of Shares that May be Issued. There may be issued under the Plan (as Restricted Stock,
in payments of Performance Grants, pursuant to the exercise of Stock Options or Stock Appreciation Rights, or
in payment of or pursuant to the exercise of such other Awards as the Committee, in its discretion, may
determine) an aggregate of not more than 3,875,000 Common Shares, subject to adjustment as provided in
Paragraph 15. The maximum number of underlying Common Shares which any participant may be granted under
Stock Options, Stock Appreciation Rights, Restricted Stock, Performance Grants or any other Award in any
one taxable year of the Company shall not exceed 200,000 Common Shares. Common Shares issued pursuant
to the Plan may be either authorized but unissued shares, treasury shares, reacquired shares, or any combination
thereof. If any Common Shares issued as Restricted Stock or otherwise subject to repurchase or forfeiture rights
are reacquired by the Company pursuant to such rights, or if any Award is canceled, terminates or expires
unexercised, any Common Shares that would otherwise have been issuable pursuant thereto will be available for
issuance under new Awards.
B. Section 6(c)(iii) of the Plan regarding limitations on the exercise of Awards of Stock Appreciation Rights shall
be amended by deleting the existing Section 6(c)(iii) in its entirety and replacing it with the following:
(iii) unless the person exercising the Award o