THE PRINCETON REVIEW, INC.
2000 STOCK INCENTIVE PLAN
(As Amended & Restated Effective March 24, 2003)
Section 1. Purpose
The purpose of the Plan is to enable the Company and any Related Company to attract and retain employees
who contribute to the Company's success by their ability, ingenuity and industry, and to enable such employees to
participate in the long-term success and growth of the Company by giving them an equity interest in the
Section 2. Definitions
Most definitions used in this document may be found in The Princeton Review Glossary, attached. In addition,
though, we will use the following terms:
2.1. "Plan" shall mean The Princeton Review, Inc. 2000 Stock Incentive Plan.
2.2. "Restatement Effective Date" shall mean March 24, 2003.
Section 3. Types of Awards.
Awards under the Plan may be in the form of (a) Non-Qualified Stock Options, (b) Incentive Stock Options, (c)
Restricted Stock and (d) Deferred Stock.
Section 4. Administration
4.1. Composition of Committee. The Plan shall be administered by the Committee; provided, however, that to
the extent determined necessary to satisfy the requirements for exemption from Section 16(b) of the Exchange
Act, with respect to the acquisition or disposition of securities hereunder, action by the Committee may be by a
committee composed solely of two or more "non-employee directors," within the meaning of Rule 16b-3 as
promulgated under Section 16(b) of the Exchange Act, appointed by the Board or by the Compensation
Committee of the Board, and provided further, that to the extent determined necessary to satisfy the requirements
for the exception for "qualified
performance-based compensation" under Section 162(m) of the Code, with respect to awards hereunder, action
by the Committee may be by a committee comprised solely of two or more "outside directors," within the
meaning of Code Section 162(m), appointed by the Board or by the Compensation Committee of the Board.
Members of the Committee shall