AMENDED AND RESTATED 1991 STOCK AWARD PLAN
ESTABLISHMENT AND PURPOSE
1.1 Establishment; Amendment and Restatement. Epitope, Inc. ("Corporation"), hereby establishes the Epitope,
Inc., 1991 Stock Award Plan (the "Plan"), effective as of January 8, 1991, subject to shareholder approval as
provided in Article 17. The Plan was previously amended and restated effective March 25, 1991, December 8,
1992, December 14, 1993, and December 13, 1994, and is further amended and restated as set forth herein
effective December 17, 1996.
1.2 Purpose. The purpose of the Plan is to promote and advance the interests of Corporation and its
shareholders by enabling Corporation to attract, retain, and reward key employees, outside advisors, and
directors of Corporation and its subsidiaries. It is also intended to strengthen the mutuality of interests between
such employees, advisors, and directors and Corporation's shareholders. The Plan is designed to meet this intent
by offering stock options and other equity-based incentive awards, thereby providing a proprietary interest in
pursuing the long-term growth, profitability, and financial success of Corporation.
2.1 Defined Terms. For purposes of the Plan, the following terms shall have the meanings set forth below:
"Advisor" means a member of an Advisory Committee of Corporation or a Subsidiary, or any other consultant
selected by the Committee, who is neither an employee of Corporation or a Subsidiary nor a Non-Employee
"Advisory Committee" means a scientific advisory committee to Corporation or a Subsidiary.
"Agritope Share" means a share of Agritope Stock.
"Agritope Stock Proposal Date" means the effective date of the amendment of Corporation's Articles of
Incorporation to create Agritope Stock and to redesignate Corporation's previously existing common stock as
Medical Products Stock.
"Agritope Stock" means the Agritope Common Stock, no par value, of Corporation or any secu