Amended & Restated 1994 Omnibus Incentive Plan

SEROLOGICALS CORPORATION
SECOND AMENDED AND RESTATED
1994 OMNIBUS INCENTIVE PLAN, AS AMENDED


SECTION 1. PURPOSE


The purposes of the Serologicals Corporation Second Amended and Restated 1994 Omnibus Incentive Plan (the "Plan") are to encourage certain directors and selected employees (or consultants) of Serologicals Corporation (together with any successor thereto, the "Company") and its Affiliates (as defined below) to acquire a proprietary interest in the growth and performance of the Company, to generate an increased incentive to contribute to the Company's future success and prosperity, thus enhancing the value of the Company for the benefit of its stockholders, and to enhance the ability of the Company and its Affiliates to attract and retain qualified individuals upon whom, in large measure, the sustained progress, growth, and profitability of the Company depend.


SECTION 2. DEFINITIONS


As used in the Plan, the following terms shall have the meanings set forth below:


(a) "Affiliate" shall mean any entity that, directly or through one or more intermediaries, is controlled by, controls or is under common control with, the Company; for purposes of this definition only, control shall include, without limitation, the direct or indirect beneficial ownership of 10% or more of an entity's equity securities or economic interests.


(b) "Award" shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent, or other Stock Award or Stock-Based Award granted under the Plan.


(c) "Award Agreement" shall mean a written agreement, contract, or other instrument or document evidencing an Award granted under the Plan.


(d) "Board" shall mean the Board of Directors of the Company.


(e) "Cause" shall have the meaning provided in the Participant's employment agreement; provided that if the Participant does not have an employment agreement, Cause shall mean (i) the Participant's willful misconduct, gross negligence or dishonesty in the performance of his duties on behalf of the Company, (ii) the willful and repeated neglect, failure or refusal of the Participant to carry out any reasonable request of the Board, the Chief Executive Officer or any officer having supervisory authority over the Participant, (iii) the material breach of any provision of any employment, consulting, or


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other services agreement between the Participant and the Company or (iv) the entering of a plea of guilty or nolo contendere to, or the Participant's conviction of, a felony or other crime involving moral turpitude, dishonesty, theft or unethical business conduct.


(f) "Code" shall mean the Internal Revenue Code of 1986, as amended from time-to-time.


(g) "Committee" shall mean a committee of the Board designated by the Board to administer the Plan and composed of not less than two (2) directors, each of whom qualifies as a "disinterested person" within the meaning of Rule 16b-3, and an "outside director" as defined for purposes of Section 162(m) of the Code.


(h) "Dividend Equivalent" shall mean any right granted under Section 6(d) of the Plan.


(i) "Fair Market Value" shall mean, with respect to Shares (i) if the Shares are listed on a registered securities exchange or quoted on the National Market System, the closing price per share of the Shares on such date (or, if there was no trading reported on such date, on the next preceding day on which there was trading reported); (ii) if the Shares are not listed on a registered securities exchange and not quoted on the National Market System, but the bid and asked prices per share for the Shares are provided by Nasdaq, the National Quotation Bureau Incorporated or any similar organization, the average of the closing bid and asked prices per share of the Shares on such date (or, if there was no trading in the Shares on such date, on the next preceding day on which there was trading) as provided by such organization; and (iii) if the Shares are not traded on a registered securities exchange and not quoted on the National Market System and the bid and asked prices per share of the Shares are not provided by Nasdaq, the National Quotation Bureau Incorporated or any similar organization, solely as determined by the Committee in good faith; the "Fair Market Value" of any property (other than Shares), shall mean the fair market value of such property determined by such methods or procedures as shall be established from time-to-time by the Committee.


(j) "Incentive Stock Option" shall mean an option granted under Section 6(a) of the Plan that meets the requirements of Section 422 of the Code or any successor provision thereto.


(k) "Key Employee" shall mean any officer, director, consultant, or other employee who is a regular full-time employee of the Company or its present and future Affiliates.


(l) "Non-Qualified Stock Option" shall mean an option granted under Section 6(a) of the Plan that is not an Incentive Stock Option.


(m) "Option" shall mean an Incentive Stock Option or a Non-Qualified Stock Option.


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(n) "Participant" shall mean a Key Employee who has been granted an Award under the Plan.


(o) "Performance Award" shall mean any right granted under Section 6(f) of the Plan.


(p) "Person" shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, or government or political subdivision thereof.


(q) "Released Securities" shall mean securities that were Restricted Securities with respect to which all applicable restrictions have expired, lapsed, or been waived.


(r) "Restricted Securities" shall mean Restricted Stock or any other Award under which issued and outstanding Shares are held subject to restrictions imposed by the terms of the Award.


(s) "Restricted Stock" shall mean any Share granted under Section 6(c) of the Plan.


(t) "Restricted Stock Unit" shall mean any right granted under Section 6(c) of the Plan that is denominated in Shares.


(u) "Rule 16b-3" shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended, or any successor rule or regulation thereto.


(v) "Shares" shall mean the common stock of the Company, $.01 par value, and such other securities or property as may become the subject of Awards pursuant to an adjustment made under Section 4(b) of the Plan.


(w) "Stock Appreciation Right" shall mean any right granted under Section 6(b) of the Plan.


(x) "Stock Award" shall mean an Award of an Option, Restricted Stock, or other right or security consisting of or convertible into Shares.


(y) "Stock-Based Award" shall mean an Award of a Stock Appreciation Right, Dividend Equivalent, Restricted Stock Unit or other right, the value of which is determined by reference to Shares.


(z) "Tandem Option" shall mean a Non-Qualified Option issued in tandem with a Stock Appreciation Right.


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SECTION 3. ADMINISTRATION


(a) Generally. The Plan shall be administered by the Committee. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time, and shall be final, binding and conclusive upon all Persons, including the Company, any Affiliate, any Participant, any holder or beneficiary of any Award, any Stockholder, and any employee of the Company or of any Affiliate. Notwithstanding anything to the contrary contained in this Section 3, no member of the Committee shall participate in any action of the Committee directly affecting his rights under the Plan.


(b) Powers. Subject to the terms of the Plan and applicable law, the Committee shall have the full power and authority to: (i) designate Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with), Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, or other property, or canceled, forfeited, or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other Awards, other property, and other amounts payable with respect to an Award under the Plan shall be deferred; (vii) interpret and administer the Plan and any instruments or agreements relating to, or Award made under, the Plan; (viii) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (ix) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan.


(c) Reliance. Indemnification. The Committee may employ attorneys, consultants, accountants or other persons and the Committee, the Company and its officers and directors shall be entitled to rely upon the advice, opinions or valuations of any such persons. No member of the Committee shall be personally liable for any action, determination or interpretation taken or made in good faith with respect to the Plan, or Awards made thereunder, and all members of the Committee shall be fully indemnified and protected by the Company in respect of any such action, determination or interpretation.


SECTION 4. SHARES AVAILABLE FOR AWARDS


(a) Shares Available. Subject to adjustment as provided in Section 4(b):


(i) Limitation on Number of Shares. Awards issuable under the Plan are limited such that the maximum aggregate number of Shares with respect to which Stock Awards and Stock-Based Awards may be granted to any recipient are 525,000 in any fiscal year, to an aggregate maximum for all recipients in all years of 4,875,000 (after giving


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effect to the 3-for-2 stock split of the Shares in August 1998) any or all of which may be subject to Incentive Stock Options or other Awards in the discretion of the Committee. To the extent that an Award ceases to remain outstanding by reason of termination of rights granted thereunder, forfeiture or otherwise, the Shares subject to such Award shall again become available for Award under the Plan; provided, however, that in the case of the cancellation or termination of an Option in the same fiscal year that such Option was granted (or for purposes of determining the maximum number of Options which may be granted to any recipient under the Plan, the cancellation or termination of the Option at any time) both the canceled Option and the newly granted Option shall be counted in determining whether the recipient has received the maximum number of Options permitted to be issued to any one recipient under the Plan.


(ii) Accounting for Awards. For purposes of this Section 4, for any Award which is denominated in, or with respect to, Shares, the number of Shares covered by such Award, or to which such Award relates, shall be counted on the date of grant of such Award against the aggregate number of Shares available for granting Awards under the Plan; provided, however, that Awards that operate in tandem with (whether granted simultaneously with or at a different time from), or that are substituted for, other Awards may be counted or not counted under procedures adopted by the Committee in order to avoid double counting. Any Shares that are delivered by the Company pur ...