2000 Restricted Stock Plan

INNOVEX, INC.


2000 RESTRICTED STOCK PLAN


Section 1. Purpose.


The purpose of the Innovex, Inc. Restricted Stock Plan (the "Plan") is to provide a continuing, long-term incentive to eligible employees of Innovex, Inc. (the "Corporation") and of any subsidiary corporation of the Corporation (a "Subsidiary"), as herein defined; to provide a means of rewarding outstanding performance; and to enable the Corporation to maintain a competitive position to attract and retain personnel necessary for continued growth and profitability.


Section 2. Definitions.


The following words and phrases as used herein shall have the meanings set forth below:


2.1 "Agreement" means an Agreement by and between the Corporation and a Recipient of an award under this Plan setting forth the terms and conditions of that award.


2.2 "Board" shall mean the Board of Directors of the Corporation.


2.3 "Change in Control" shall mean any of the following:


(a) any "person" (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934) (other than the
Corporation or a Subsidiary or any Corporation employee benefit plan)
becomes a "beneficial owner" (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Corporation
representing 50% or more of the combined voting power of the
Corporation's then outstanding securities; or


(b) a business combination, following which shareholders of
the Corporation do not continue to beneficially own at least 51% of the
voting power of the resulting entity in substantially the same
proportion as their ownership immediately prior to the combination or
the members of the Corporation's Board of Directors prior to the
transaction do not constitute a majority of the resulting entity's
Board of Directors; or


(c) individuals who were the Board's nominees for election as
directors (other than a director whose initial assumption of office is
in connection with an actual or threatened contest or a settlement of
such contest) of the Corporation immediately prior to a meeting of the
shareholders of the Corporation involving a contest for the election of
directors shall not constitute a majority of the Board following the
election; or


(d) a liquidation, dissolution or disposition of all or
substantially all of the assets of the Corporation, and immediately
thereafter, there is no substantial continuity of ownership with
respect to the Corporation and the entity to which such assets have
been transferred.


2.4 "Code" shall mean the Internal Revenue Code of 1986, as amended.


2.5 "Committee" shall mean the Compensation Committee of the Board, if any, or such other committee of the Board as may be designated by the Board, from time to time, for the purpose of administering this plan as contemplated by Article 4 hereof.


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2.6 "Common Stock" shall mean the common stock, $.04 par value, of the Corporation.


2.7 "Corporation" shall mean Innovex, Inc., a Minnesota corporation.


2.8 "Fair Market Value" of Common Stock on any given date shall be determined by the Committee as follows:


(a) if the Common Stock is listed for trading on one of more
national securities exchanges, or is traded on the Nasdaq Stock Market,
including the Nasdaq Small Cap Market, the last reported sales price on
the principal such exchange or the Nasdaq Stock Market on the date
prior to the date in question, or if such Stock shall not have been
traded on such principal exchange on such date, the last reported sales
price on such principal exchange or the Nasdaq Stock Market on the
first day prior thereto on which such Stock was so traded; or


(b) if the Stock is not listed for trading on a national
securities exchange or the Nasdaq Stock Market, but is traded in the
over-the-counter market, including the Nasdaq OTC Bulletin Board, the
closing bid price for such Stock on the date prior to the date in
question, or if there is no closing bid price for such Stock on such
date, the closing bid price on the first day prior thereto on which
such price existed; or


(c) if neither (a) nor (b) is applicable, by any means fair
and reasonable by the Committee, which determination shall be final and
binding on all parties.


2.9 "Plan" shall mean this 2000 Restricted Stock Plan of the Corporation.


2.10 "Recipient" shall mean a person to whom a Restricted Stock Award is made.


2.11 "Restricted Stock Award" shall mean an award of shares of Common Stock, subject to certain restrictions as determined by the Board.


2.12 "Subsidiary" shall mean any corporation which at the time qualifies as a subsidiary of the Corporation under Section 424(f) of the Code.


Section 3. Shares Available Under Plan.


The number of shares which may be issued pursuant to Restricted Stock Awards under this Plan shall not exceed 150,000 shares of the Common Stock of the Corporation; provided, however, that shares which become available as a result of canceled, lapsed or terminated Restricted Stock Awards granted under this Plan shall be available for issuance pursuant to Restricted Stock Awards subsequently granted under this Plan. The shares issued upon exercise of Restricted Stock Awards granted under this Plan may be authorized and unissued shares or shares previously acquired or to be acquired by the Corporation, including shares acquired on the open market. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, other change in corporate str ...