QMED INC
1999 EQUITY INCENTIVE PLAN, AS AMENDED
<DOCUMENT>
<TYPE>EX-10.13
<SEQUENCE>4
<FILENAME>ex1013k113002.txt
<DESCRIPTION>1999 EQUITY INCENTIVE PLAN, AS AMENDED
<TEXT>
Exhibit 10.13

                              1999 Plan as Amended


                                   QMED, INC.
                     1999 EQUITY INCENTIVE PLAN, AS AMENDED


1.       NAME AND PURPOSE.

         The name of this plan is the QMED, INC. 1999 Equity Incentive Plan (the
"Plan"). The purpose of this Plan is to enable QMED, INC. (the "Company") and
its Subsidiaries and Affiliates to attract and retain employees, consultants and
directors who contribute to the Company's success by their ability, ingenuity
and industry, and to enable such employees and directors to participate in the
long-term success and growth of the Company through an equity interest in the
Company.

2.       DEFINITIONS.

         For purposes of this Plan, the following terms shall be defined as set
forth below:

         "Affiliate" means any corporation (other than a subsidiary),
partnership, joint venture or any other entity in which the Company owns,
directly or indirectly, at least a ten percent (10%) beneficial ownership
interest.

         "Board" means the Board of Directors of the Company.

         "Cause" means a felony conviction of a participant or the failure of a
participant to contest prosecution for a felony, or a participant's willful or
grossly negligent action which is demonstrably inimical to the interests,
business or reputation of the Company or any Subsidiary or Affiliate.

         "Code" means the Internal Revenue Code of 1986, as amended, or any
successor thereto.

         "Committee" means the Stock Option or Compensation Committee of the
Board, whose members shall be appointed from time to time by the Board. If at
any time no Committee shall be in existence, the functions of the Committee
specified in this Plan shall be exercised by the Board.

         "Commission" means the Securities and Exchange Commission.

         "Company" means QMED, INC., a corporation organized under the laws of
the State of Delaware (or any successor corporation).

         "Deferred Stock" means an award made pursuant to Section 10 of the
right to receive Stock at the end of a specified deferral period.

         "Director Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 7.

                                       1
<PAGE>

         "Disability" means total and permanent disability as determined under
the Company's long term disability program.

         "Disinterested Person" shall have the meaning set forth in Rule
16b-3(d)(3) as promulgated by the Commission under the Exchange Act, or any
successor definition adopted by the Commission.

         "Exchange Act" means the Securities Exchange Act of 1934, as amended,
and any successor thereto.

         "Executive" means, if the Company has any class of any equity security
registered pursuant to Section 12 of the Exchange Act, an individual who is
subject to Section 16 of the Exchange Act or who is a "covered employee" under
Section 162(m) of the Code, in either case because of he individual's
relationship with the Company or an Affiliate. If the Company does not have any
class of any equity security registered pursuant to Section 12 of the Exchange
Act, "Executive" means any (i) Director, (ii) any officer elected or appointed
by the board of directors, or (iii) any beneficial owner of more than 10% of any
class of the Company's equity securities.

         "Fair Market Value" means, as of any given date, the closing price of
the Stock on such date on the National Association of Securities Dealers
Automated Quotation System (NASDAQ) National Market System, or if not then
traded or listed on that system, on the securities trading system or stock
exchange on which the Stock is then primarily traded or listed; or if the stock
is not traded or listed on an exchange the average of the reported bid and ask
price on such date.

         "Incentive Stock Option" means any Stock Option intended to be and
designated as an "incentive stock option" within the meaning of Code Section
422.

         "Non-Qualified Stock Option" means any Stock Option that is not an
Incentive Stock Option.

         "Normal Retirement," solely for the purpose of this Plan means
retirement from active employment with the Company, any Subsidiary, and any
Affiliate on or after age 65.

         "Officer" means an officer of the Company as defined in Rule 16a-1
adopted under the Exchange Act.

         "Plan" means this 1999 Employee Stock Incentive Plan, as amended.

         "Restricted Stock" means an award of shares of Stock that are subject
to restrictions under Section 9.

         "Retirement" means Normal Retirement.

         "Stock" means the common stock of the Company.

                                       2
<PAGE>

         "Stock Appreciation Right" means a right granted under Section 8 to
surrender to the Company all or a portion of a Stock Option in exchange for an
amount equal to the difference between (i) the Fair Market Value, as of the date
such Stock Option or such portion thereof is surrendered, of the shares of Stock
covered by such Stock Option or such portion thereof, and (ii) the aggregate
exercise price of such Stock Option or such portion thereof.

         "Stock Option" means any option to purchase shares of Stock granted
pursuant to Section 6.

         "Subsidiary" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of the
corporations (other than the last corporation in the unbroken chain) owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in the chain.

3.       ADMINISTRATION.

         This Plan shall be administered by the Committee which shall at all
times consist of not less than three Disinterested Persons, each of whom shall
be members of the Board of the Directors. The Committee shall have the power and
authority to grant to eligible employees, pursuant to the terms of this Plan:
(i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, or
(iv) Deferred Stock. In particular, the Committee shall have the authority to:

         3.1 Select the officers, other employees and consultants of the
Company, its Subsidiaries, and its Affiliates to whom Stock Options, Stock
Appreciation Rights, Restricted Stock or Deferred Stock awards, or a combination
of the foregoing from time to time will be granted hereunder;

         3.2 Determine whether and to what extent Incentive Stock Options,
Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock or
Deferred Stock, or a combination of the foregoing are to be granted hereunder;

         3.3 Determine the number of shares of Stock to be covered by each such
award granted hereunder;

         3.4 Determine the terms and conditions, not inconsistent with the terms
of this Plan, of any award granted hereunder, including, but not limited to, any
restriction on any Stock Option or other award and/or the shares of Stock
relating thereto based on performance and/or such other factors as the Committee
may determine, in its sole discretion, and any vesting acceleration features
based on performance and/or such other factors as the Committee may determine,
in its sole discretion;

         3.5 Determine whether, to what extent, and under what circumstances
Stock and other amounts payable with respect to an award under this Plan shall
be deferred either automatically or at the election of a participant, including
providing for and determining the amount (if any) of deemed earnings on any
deferred amount during any deferral period;

                                       3
<PAGE>

         3.6 Delegate the authority given to the Committee under Sections 3.1,
3.2, 3.3, 3.4 and 3.5 to grant Stock Options to one or more Executives of the
Company, provided that no such delegation of authority may be made by the
Committee to make any award to an Executive, Officer or Director and provided
further that each such delegation of authority shall specify the number of
shares of Stock which may be the subject of awards made by such Executives.

         3.7 Adopt, alter, and repeal such administrative rules, guidelines, and
practices governing this Plan as it shall, from time to time, deem advisable;

         3.8 Interpret the terms and provisions of this Plan and any award
issued under this Plan (and any agreements relating thereto); and

         3.9 Otherwise supervise the administration of this Plan.

         All decisions made by the Committee pursuant to the provisions of this
Plan shall be final and binding on all persons, including the Company and
participants in this Plan.

4.       STOCK SUBJECT TO PLAN.

         The total number of shares of Stock reserved and available for
distribution under this Plan shall be 2,000,000. Such shares may consist, in
whole or in part, of authorized and unissued shares or treasury shares. If any
shares of Stock that have been optioned cease to be subject to option, or if any
shares subject to any Restricted Stock or Deferred Stock award granted hereunder
are forfeited or such award otherwise terminates, those shares shall again be
available for distribution in connection with future awards under this Plan.

         In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, or other change in corporate structure
affecting the Stock, a substitution or adjustment shall be made in the aggregate
number of shares reserved for issuance under this Plan, in the number and option
price of shares subject to outstanding Stock Options and Director Stock Options
granted under this Plan, and in the number of shares subject to Restricted Stock
or Deferred Stock awards granted under this Plan, in such manner as may be
determined to be appropriate by the Committee, in its sole discretion, provided
that the number of shares subject to any award shall always be a whole number.
Such adjusted option price shall also be used to determine the amount payable by
the Company upon the exercise of any Stock Appreciation Right associated with
any Stock Option.

5.       ELIGIBILITY.

         5.1 Officers, other employees and consultants of the Company, its
Subsidiaries or its Affiliates (but excluding members of the Committee and any
person who serves only as a director) who are responsible for or contribute to
the management, growth, and/or profitability of the business of the Company, its
Subsidiaries, or its Affiliates are eligible to be granted Stock Options, Stock
Appreciation Rights, Restricted Stock or Deferred Stock awards.

                                       4
<PAGE>

         5.2 Directors of the Company (other than directors who are also
officers or employees of the Company, its Subsidiaries or its Affiliates) are
eligible to be granted Director Stock Options pursuant to Section 7 of the Plan.

         5.3 The optionees and participants under this Plan shall be selected
from time to time by the Committee, in its sole discretion, from among those
eligible, and the Committee shall determine, in its sole discretion, the number
of shares covered by each award or grant to an optionee or participant.

6.       STOCK OPTIONS.

         Stock Options may be granted either alone or in addition to other
awards granted under this Plan. Any Stock Option granted under this Plan shall
be in such form as the Committee from time to time approve, and the provisions
of Stock Option awards need not be the same with respect to each optionee.

         The Stock Options granted under this Plan may be of two types: (i)
Incentive Stock Options, or (ii) Non-Qualified Stock Options. The Committee
shall have the authority to grant any optionee Incentive Stock Options,
Non-Qualified Stock Options, or both types of Stock Options (in each case with
or without Stock Appreciation Rights) except that Incentive Stock Options shall
not be granted to employees of an Affiliate. To the extent that any Stock Option
does not qualify as an Incentive Stock Option, it shall constitute a separate
Non-Qualified Stock Option.

         Anything in this Plan to the contrary notwithstanding, no term of this
Plan relating to Incentive Stock Options shall be interpreted, amended, or
altered, nor shall any discretion or authority granted under this Plan be so
exercised, so as to disqualify either this Plan or any Incentive Stock Option
under Code Section 422. Notwithstanding the foregoing, in the event an optionee
voluntarily disqualifies an option as an Incentive Stock Option within the
meaning of Code Section 422, the Committee may, but shall not be obligated to,
make such additional grants, awards, or bonuses as the Committee shall deem
appropriate, to reflect the tax savings to the Company which results from such
disqualification.

         Stock Options granted under this Plan shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem desirable:

         6.1 Option Price. The option price per share of Stock purchasable under
a Stock Option shall be determined by the Committee at the time of grant but
shall not be less than 100% of the Fair Market Value of the Stock on the date of
the grant of the Stock Option.

         6.2 Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable later than 10
years after the date such Incentive Stock Option is granted and no Non-Qualified
Stock Option shall be exercisable later than 10 years and two days after the
date such Non-Qualified Stock Option is granted.

                                       5
<PAGE>

         6.3 Exercisability. Subject to Section 6.10 with respect to Incentive
Stock Options, Stock Options shall be exercisable at such time or times and
subject to such terms and conditions as shall be determined by the Committee at
the date of grant; provided, however, that, except as provided in Sections 6.6,
6.7, and 6.8, unless otherwise determined by the Committee at grant, no Stock
Option shall be exercisable prior to the first anniversary date of the granting
of the option. If the Committee provides, in its discretion, that any Stock
Option is exercisable only in installments, the Committee may waive such
installment exercise provisions at any time in whole or in part based on
performance and/or such other factors as the Committee may determine in its sole
discretion.

         6.4 Method of Exercise. Stock Options may be exercised in whole or in
part at any time during the option period, by giving written notice of exercise
to the Company specifying the number of shares to be purchased, accompanied by
payment in full of the purchase price, in cash, by check or such other
instrument or mode of payment as may be acceptable to the Committee. As
determined by the Committee, in its sole discretion, at or after grant, payment
in full or in part may also be made in the form of unrestricted Stock already
owned by the optionee or, in the case of the exercise of a Non-Qualified Stock
Option, Restricted Stock or Deferred Stock subject to an award hereunder (based,
in each case, on the Fair Market Value of the Stock on the date the option is
exercised, as determined by the Committee). If payment of the option exercise
price of a Non-Qualified Stock Option is made in whole or in part in the form of
Restricted Stock or Deferred Stock, the shares received upon the exercise of
such Stock Option shall be restricted or deferred, as the case may be, in
accordance with the original term of the Restricted Stock award or Deferred
Stock award in question, equal to the number of shares of Restricted Stock or
Deferred Stock surrendered upon the exercise of that option. No shares of
unrestricted Stock shall be issued until full payment therefor has been made. An
optionee shall have the right to dividends or other rights of a stockholder with
respect to shares subject to the option when the optionee has given written
notice of exercise and has paid in full for those shares.

         6.5 Non-transferability of Options. No Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution, and all Stock Options shall be exercisable, during the
optionee's lifetime, only by the optionee.

         6.6 Termination by Death. Unless otherwise determined by the Committee
at grant, if an optionee's employment with the Company, any Subsidiary, and any
Affiliate terminates by reason of his death, the Stock Option may thereafter be
exercised, to the extent then exercisable (or on such accelerated basis as the
Committee shall determine at or after grant), by the legal representative of the
estate or by the legatee of the optionee under the will of the optionee or by
the heir of the optionee under the laws of descent and distribution, for a
period of one year from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is the shorter.

                                       6
<PAGE>

         6.7 Termination by Reason of Disability. Unless otherwise determined by
the Committee at grant, if an optionee's employment with the Company, any
Subsidiary and any Affiliate terminates by reason of Disability, any Stock
Option held by such optionee may thereafter be exercised to the extent it was
exercisable at the time of termination due to Disability (or on such accelerated
basis as the Committee shall determine at or after grant), but may not be
exercised after one year from the date of such termination of employment or the
expiration of the stated term or such Stock Option, whichever period is shorter;
provided, however, that, if the optionee dies within such one-year period, any
unexercised Stock Option held by such optionee shall thereafter be exercisable
to the extent to which it was exercisable at the time of death for a period of
three months from the date of such death or for the stated term of such Stock
Option, whichever period is the shorter. In the event of termination of
employment by reason of Disability, if an Incentive Stock Option is exercised
after the expiration of the exercise periods that apply for purposes of Code
Section 422, such Stock Option will thereafter be treated as a Non-Qualified
Stock Option.

         6.8 Termination by Reason of Retirement. Unless otherwise determined by
the Committee at grant, if an optionee's employment with the Company, any
Subsidiary and any Affiliate terminates by reason of Normal Retirement, any
Stock Option held by such optionee may thereafter be exercised to the extent it
was exercisable at the time of such Retirement (or on such accelerated basis as
the Committee shall determine at or after grant), but may not be exercised after
one year from the date of such termination of employment or the expiration of
the stated term of such Stock Option, whichever period is the shorter; provided,
however, that, if the optionee dies within such one-year period any unexercised
Stock Option held by such optionee shall thereafter be exercisable, to the
extent to which it was exercisable at the time of death, for a period of three
months from the date of such death or for the stated term of the Stock Option,
whichever period is the shorter. Notwithstanding the foregoing, the tax
treatment available pursuant to Section 422 of the Internal Revenue Code of 1986
upon the exercise of an Incentive Stock Option will not be available to an
optionee who exercises any Incentive Stock Options more than (i) 12 months after
the date of termination of employment due to permanent disability or (ii) three
months after the date of termination of employment due to retirement.

         6.9 Other Termination. Unless otherwise determined by the Committee at
grant, if an optionee's employment with the Company, any Subsidiary and any
Affiliate terminates for any reason other than death, Disability or Normal
Retirement, any Stock Option held by such optionee shall thereupon terminate,
except that such Stock Option may be exercised for the lesser of three months
from the date of termination or the balance of such Stock Option's term if the
optionee's employment with the Company, any Subsidiary and any Affiliate is
involuntarily terminated by the optionee's employer without Cause.

         6.10 Limit on Value of Incentive Stock Option First Exercisable
Annually. The aggregate Fair Market Value (determined at the time of grant) of
the Stock for which "incentive stock options" within the meaning of Code Section
422 are exercisable for the first time by an optionee during any calendar year
under this Plan (and/or any other stock option plans of the Company, any
Subsidiary and any Affiliate) shall not exceed $100,000.

                                       7
<PAGE>

7.       DIRECTOR STOCK OPTIONS.

         Director Stock Options granted under this Plan shall be Non-Qualified
Stock Options which are not intended to be "incentive stock options" within the
meaning of Code Section 422. Director Stock Options granted under this Plan
shall be in such form as the Committee may from time to time approve, and the
provisions of Director Stock Options need not be the same with respect to each
optionee. The Committee shall have the authority to grant any eligible optionee
Director Stock Options.

         Director Stock Options granted under the Plan shall be evidenced by a
written agreement in such form as the Committee shall from time to time approve,
which agreements shall comply with and be subject to the following terms and
conditions:

         7.1 Option Price. The option price per share of Stock purchasable under
a Director Stock Option shall be determined by the Committee at the time of
grant but shall not be less than 100% of the Fair Market Value of the Stock on
the date of the grant of the Director Stock Option.

         7.2 Option Term. Each Director Stock Option shall be fixed by the
Committee, but shall in no event be exercisable later than 10 years and two days
after the date such Director Stock Option is granted (subject to prior
termination as hereinafter provided).

         7.3 Exercisability. Director Stock Options shall be exercisable at such
time or times and subject to such terms and conditions as shall be determined by
the Committee at the date of grant. If the Committee provides, in its
discretion, that any Director Stock Option is exercisable only in installments,
the Committee may waive such installment exercise provisions at any time in
whole or in part based on performance and/or such other factors as the Committee
may determine in its sole discretion; provided, however, that in the event of a
"Change of Control" (as defined in Section 14 below), the value of all
outstanding Director Stock Options that have been outstanding for at least six
months shall be cashed out on the basis of the "Change of Control Price" (as
defined in Section 14 below) as of the date the Change of Control occurs, and
all Director Stock Options that have not been outstanding for at least six
months shall be immediately exercisable.

         7.4 Method of Exercise. Director Stock Options may be exercised in
whole or in part at any time during the option period, by giving written notice
of exercise to the Company specifying the number of shares to be purchased,
accompanied by payment in full of the purchase price, in cash, by check or such
other instrument or mode of payment as may, be acceptable to the Committee.
Payment in full or in part may also be made in the form of Stock already owned
by the optionee (based on the Fair Market value of the Stock on the date the
option is exercised). No shares of Stock shall be issued until full payment
therefor has been made. An optionee shall have the rights to dividends or other
rights of a stockholder with respect to shares subject to the option when the
optionee has given written notice of exercise and has paid in full for such
shares.

         7.5 Non-transferability of Options. No Director Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of descent
and distribution, and all Director Stock Options shall be exercisable, during
the optionee's lifetime, only by the optionee.

                                       8
<PAGE>

         7.6 Termination by Disability or Death.Upon an optionee's termination
of service as a director by reason of disability or death, any Director Stock
Options held by such optionee may thereafter be immediately exercised by the
optionee or, in the case of death, by the legal representative or the estate or
by the legatee of the optionee under the will of the optionee, until the
expiration of the stated term of such Director Stock Options.

         7.7 Other Termination. Upon an optionee's termination of service as a
director with the Company for any reason other than disability or death, any
Director Stock Options held by such optionee may thereafter be exercised, to the
extent exercisable at termination, until the expiration of the stated term of
such Director Stock Options.

8.       STOCK APPRECIATION RIGHTS.

         8.1 Grant and Exercise. Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option granted under this Plan. In the
case of a Non-Qualified Stock Option, such rights may be granted either at or
after the time of the grant of such Non-Qualified Stock Option. In the case of
an Incentive Stock Option, such rights may be granted only at the time of the
grant of such Incentive Stock Option.

                  A Stock Appreciation Right or applicable portion thereof
granted with respect to a given Stock Option shall terminate and no longer be
exercisable upon the termination or exercise of the related Stock Option, except
that, unless otherwise provided by the Committee at the time of grant, a Stock
Appreciation Right granted with respect to less than the full number of shares
covered by a related Stock Option shall only be reduced if and to the extent
that the number of shares covered by the exercise or termination of the related
Stock Option exceeds the number of shares not covered by the Stock Appreciation
Right.

                  A Stock Appreciation Right may be exercised by an optionee, in
accordance with Section 8.2, by surrendering the applicable portion of the
related Stock Option. Upon such exercise and surrender, the optionee shall be
entitled to receive amount determined in the manner prescribed in Section 8.2.
Stock Options having been so surrendered, in whole or in part, shall no longer
be exercisable to the extent the related Stock Appreciation Rights have been
exercised.

         8.2 Terms and Conditions. Stock Appreciation Rights shall be subject to
such terms and conditions, not inconsistent with the provisions of this Plan, as
shall be determined from time to time by the Committee, including the following:

         (a)      Stock Appreciation Rights shall be exercisable only at such
                  time or times and to the extent that the Stock Options to
                  which they relate shall be exercisable in accordance with the
                  provisions of Section 6 and this Section; provided, however,
                  that any Stock Appreciation Right granted subsequent to the
                  grant of the related Stock Option shall not be exercisable
                  during the first six months of the term of the Stock
                  Appreciation Right, except that this additional limitation
                  shall not apply in the event of death or Disability of the
                  optionee prior to the expiration of the six-month period.

                                       9
<PAGE>

         (b)      Upon the exercise of a Stock Appreciation Right, an optionee
                  shall be entitled to receive up to, but not more than, an
                  amount in cash or shares of Stock equal in value to the excess
                  of the Fair Market Value of one share of Stock over the option
                  price per share specified in the related Stock Option
                  multiplied by the number of shares with respect to which the
                  Stock Appreciation Right shall have been exercised, with the
                  Committee having the sole and exclusive right to determine the
                  form of payment.

         (c)      Stock Appreciation Rights shall be transferable only when and
                  to the extent that the underlying Stock Option would be
                  transferable under Section 6.5.

         (d)      Upon the exercise of a Stock Appreciation Right, the Stock
                  Option or part thereof to which such Stock Appreciation Right
                  is related shall be deemed to have been exercised for the
                  purpose of the limitation set forth in Section 4 on the number
                  of shares of Stock to be issued under this Plan.

         (e)      A Stock Appreciation Right granted in connection with an
                  Incentive Stock Option may be exercised only if and when the
                  market price of the Stock subject to the Incentive Stock
                  Option exceeds the exercise price of such Stock Option.

         (f)      In its sole discretion, the Committee may provide, at the time
                  of grant of a Stock Appreciation Right under this Section,
                  that such Stock Appreciation Right can be exercised only in
                  the event of a "Change of Control" and/or a "Potential Change
                  of Control" (as defined in Section 14).

         (g)      The Committee, in its sole discretion, may also provide that,
                  in the event of a "Change of Control" and/or a "Potential
                  Change of Control" (as defined in Section 14), the amount to
                  be paid upon the exercise of a Stock Appreciation Right shall
                  be based on the "Change of Control Price" (as defined in
                  Section 14).

9.       RESTRICTED STOCK.

         9.1 Administration. Shares of Restricted Stock may be issued either
alone or in addition to other awards granted under this Plan. The Committee
shall determine the officers and key employees of the Company and its
Subsidiaries and Affiliates to whom, and the time or times at which, grants of
Restricted Stock will be made, the number of shares to be awarded, the price, if
any, to be paid by the recipient of Restricted Stock (subject to Section 9.2,
the time or times within which such awards may be subject to forfeiture, and all
other conditions of the awards. The Committee may also condition the grant of
Restricted Stock upon the attainment of specified performance goals, or such
other criteria as the Committee may determine, in its sole discretion. The
provisions of Restricted Stock awards need not be the same with respect to each
recipient.

                                       10
<PAGE>

         9.2 Awards and Certificates. The prospective recipient of an award of
shares of Restricted Stock shall not have any rights with respect to such award,
unless and until such recipient has executed an agreement evidencing the award
(a "Restricted Stock Award Agreement") and has delivered a fully executed copy
thereof to the Company, and has otherwise complied with the then applicable
terms and conditions.

         (a)      Awards of Restricted Stock must be accepted within a period of
                  90 days (or such shorter period as the Committee may specify)
                  after the award date by executing a Restricted Stock Award
                  Agreement and paying whatever price, if any, is required.

         (b)      Each participant who is awarded Restricted Stock shall be
                  issued a stock certificate with respect to those shares of
                  Restricted Stock. The certificate shall be registered in the
                  name of the participant, and shall bear an appropriate legend
                  referring to the terms, conditions, and restrictions
                  applicable to such award, substantially in the following form:

                  "The transferability of this certificate and the shares of
                  stock represented hereby are subject to the terms and
                  conditions (including forfeiture) of the QMED, INC. 1999
                  Equity Incentive Plan and a Restricted Stock Award Agreement
                  entered into between the registered owner and QMED, INC.
                  Copies of the Plan and the Agreement are on file in the
                  offices of QMED, INC., 100 Metro Park South, 3rd Floor,
                  Laurence Harbor, New Jersey 08878."

         (c)      The Committee shall require that the stock certificates
                  evidencing such shares will be held in custody by the Company
                  until the restrictions thereon shall have lapsed, and that, as
                  a condition of any Restricted Stock award, the participant
                  shall have delivered a stock power to the Company, endorsed in
                  blank, relating to the Stock covered by such award.

                  9.3 Restrictions and Conditions. The shares of Restricted
Stock awarded pursuant to this Section shall be subject to the following
restrictions and conditions:

         (a)      Subject to the provisions of this Plan and the Restricted
                  Stock Award Agreements, during such period as may be set by
                  the Committee commencing on the grant date (the "Restriction
                  Period"), the participant shall not be permitted to sell,
                  transfer, pledge or assign shares of Restricted Stock awarded
                  under this Plan. Within these limits, the Committee may, in
                  its sole discretion, provide for the lapse of such
                  restrictions in installments and may accelerate or waive such
                  restrictions in whole or in part based on performance and/or
                  such other factors as the Committee may determine, in its sole
                  discretion.

         (b)      Except as provided in Section 9.3(a), the participant shall
                  have, with respect to the shares of Restricted Stock, all of
                  the rights of a stockholder of the Company, including the
                  right to receive any dividends. Dividends paid in stock of the
                  Company or stock received in connection with a stock split

                                       11
<PAGE>

                  with respect to Restricted Stock shall be subject to the same
                  restrictions as on such Restricted Stock. Certificates for
                  shares of unrestricted Stock shall be delivered to the
                  participant promptly after, and only after, the period of
                  forfeiture shall expire without forfeiture in respect of such
                  shares of Restricted Stock.

         (c)      Subject to the provisions of the Restricted Stock Award
                  Agreement and this Section, upon the participant's termination
                  of employment for any reason during the Restriction Period,
                  all shares still subject to restriction shall be forfeited by
                  the participant, and the participant shall only receive the
                  amount, if any, paid by the participant for such forfeited
                  Restricted Stock.

         (d)      In the event of special hardship circumstances of a
                  participant whose employment is involuntarily terminated
                  (other than for Cause), the Committee may, in its sole
                  discretion, waive in whole or in part any or all remaining
                  restrictions with respect to such participant's shares of
                  Restricted Stock.

10.      DEFERRED STOCK AWARDS.

         10.1 Administration. Deferred Stock may be awarded either alone or in
addition to other awards granted under this Plan. The Committee shall determine
the officers and key employees of the Company, its Subsidiaries and Affiliates
to whom, and the time or times at which, Deferred Stock shall be awarded, the
number of shares of Deferred Stock to be awarded to any participant, the
duration of the period (the "Deferral Period") during which, and the conditions
under which, receipt of the Stock will be deferred and the terms and conditions
of the award in addition to those set forth in Section 10.2. The Committee may
also condition the grant of Deferred Stock upon the attainment of specified
performance goals, or such other criteria as the Committee shall determine, in
its sole discretion. The provisions of Deferred Stock awards need not be the
same with respect to each recipient.

         10.2 Terms and Conditions. The shares of Deferred Stock awarded
pursuant to this Section shall be subject to the following terms and conditions:

         (a)      Subject to the provisions of this Plan and the award
                  agreement, Deferred Stock awards may not be sold, assigned,
                  transferred, pledged, or otherwise encumbered during the
                  Deferral Period. At the expiration of the Deferral Period (or
                  Elective Deferral Period, where applicable), share
                  certificates shall be delivered to the participant, or his
                  legal representative, in a number equal to the shares covered
                  by the Deferred Stock award.

         (b)      At the time of the award, the Committee may, in its sole
                  discretion, determine that amounts equal to any dividends
                  declared during the Deferral Period with respect to the number
                  of shares covered by a Deferred Stock award will be: (a) paid
                  to the participant currently, (b) deferred and deemed to be
                  reinvested, or (c) forfeited because the participant has no
                  rights with respect thereto.

                                       12
<PAGE>

         (c)      Subject to the provisions of the award agreement and this
                  Section, upon termination of employment for any reason during
                  the Deferral Period for a given award, the Deferred Stock in
                  question including any deferred and reinvested dividends
                  thereon shall be forfeited by the participant.

         (d)      Based on performance and/or such other criteria as the
                  Committee may determine, the Committee may, at or after the
                  grant, accelerate the vesting of all or any part of any
                  Deferred Stock award and/or waive the deferral limitations for
                  all or any part of such award.

         (e)      In the event of special hardship circumstances of a
                  participant whose employment is involuntarily terminated
                  (other than for Cause), the Committee may, in its sole
                  discretion, waive in whole or in part any or all of the
                  remaining deferral limitations imposed hereunder with respect
                  to any or all of the participant's Deferred Stock.

         (f)      A participant may elect to defer further receipt of the award
                  for a specified period or until a specified event (the
                  "Elective Deferral Period"), subject in each case to the
                  Committee's approval and to such terms as are determined by
                  the Committee, all in its sole discretion. Subject to any
                  exceptions adopted by the Committee, such election must be
                  made at least six months prior to the completion of the
                  Deferral Period for a Deferred Stock award (or for an
                  installment of such an award).

         (g)      Each award shall be confirmed by, and subject to the terms of,
                  a Deferred Stock award agreement executed by the Company and
                  the participant.

11.      LOAN PROVISIONS.

         With the consent of the Committee, the Company may make, guarantee, or
arrange for, a loan or loans to an employee with respect to the exercise of any
Stock Option granted under this Plan and/or with respect to the payment of the
purchase price, if any, of any Restricted Stock awarded hereunder and/or with
respect to the payment by optionee of any or all federal and/or state income
taxes due on account of the granting or exercise of any stock option or other
awards hereunder. The Committee shall have full authority to decide whether to
make a loan or loans hereunder and to determine the amount, terms and provisions
of any such loan or loans, including the interest rate to be charged in respect
of any such loan or loans, whether the loan or loans are to be with or without
recourse against the borrower, the terms on which the loan is to be repaid and
the conditions, if any, under which the loan or loans may be forgiven.
Notwithstanding the foregoing, no personal loan or extension of credit may be
made by the Company to directors or Executives in contravention of Section 402
of the Sarbanes-Oxley Act of 2002.

                                       13
<PAGE>

12.      AMENDMENTS AND TERMINATION.

         The Board may amend, alter, or discontinue this Plan, but no amendment,
alteration, or discontinuation shall be made which would impair the right of an
optionee or participant under a Stock Option, Director Stock Option, Stock
Appreciation Right, Restricted Stock or Deferred Stock award theretofore
granted, without the optionee's or participant's consent, or which without the
approval of the stockholders would:

         12.1 Except as expressly provided in this Plan, increase the total
number of shares reserved for the purpose of this Plan;

         12.2 Extend the maximum option period under Section 6.2 or 7.2 of the
Plan.

         The Committee may amend the terms of any award or option (other than
Director Stock Options) theretofore granted, prospectively or retroactively, but
no such amendment shall impair the rights of any holder without his consent. The
Committee may also substitute new Stock Options for previously granted Stock
Options having higher option prices.

13.      UNFUNDED STATUS OF PLAN.

         This Plan is intended to constitute an "unfunded" plan for incentive
and deferred compensation. With respect to any payments not yet made to a
Participant or optionee by the Company, nothing set forth herein shall give any
such participant or optionee any rights that are greater than those of an
unsecured, general creditor of the Company. In its sole discretion, the
Committee may authorize the creation of trusts or other arrangements to meet the
obligations created under this Plan to deliver Stock or payments in lieu of or
with respect to awards hereunder; provided, however, that the existence of such
trusts or other arrangements is consistent with the unfunded status of this
Plan.

14.      CHANGE OF CONTROL.

         The following acceleration and valuation provisions shall apply in the
event of a "Change of Control" or "Potential Change of Control," as defined in
this Section:

         14.1 In the event of a "Change of Control," as defined in Section 14.2,
unless otherwise determined by the Committee or the Board in writing at or after
grant, but prior to the occurrence of the Change of Control, or, if and to the
extent so determined by the Committee or the Board in writing at or after grant
(subject to any right of approval expressly reserved by the Committee or the
Board at the time of such determination) in the event of a "Potential Change of
Control," as defined in Section 14(c):

         (a)      Any Stock Appreciation Rights outstanding for at least six (6)
                  months and any Stock Options awarded under this Plan not
                  previously exercisable and vested shall become fully
                  exercisable and vested;

         (b)      The restrictions and deferral limitations applicable to any
                  Restricted Stock and preferred Stock awards under this Plan
                  shall lapse and such shares and awards shall be deemed fully
                  vested; and

                                       14
<PAGE>

         (c)      All outstanding Stock Options, Stock Appreciation Rights,
                  Restricted Stock and Deferred Stock awards, shall, to the
                  extent determined by the Committee at or after grant, be
                  canceled and the holder thereof shall be paid in cash therefor
                  on the basis of the "Change of Control Price" (as defined in
                  Section 14.4) as of the date that the Change of Control occurs
                  or Potential Change of Control is determined to have occurred,
                  or such other date as the Committee may determine prior to the
                  Change of Control or Potential Change of Control.

         14.2 For Purposes of Section 14.2, a "Change of Control" means the
happening of any of the following:

         (a)      When any "person" as such term is used in Sections 13(d) and
                  14(d) of the Exchange Act (other than the Company, or any
                  Company employee benefit plan, including its trustee) is or
                  becomes the "beneficial owner" (as defined in Rule 13d-3 under
                  the Exchange Act), directly or indirectly of securities of the
                  Company representing 25 percent or more of the combined voting
                  power of the Company's then outstanding securities;

         (b)      The occurrence of any transaction or event relating to the
                  Company required to be described pursuant to the requirements
                  of Item 6(e) of Schedule 14A of Regulation 14A of the
                  Commission under the Exchange Act;

         (c)      The occurrence of a transaction requiring stockholder approval
                  for the acquisition of the company by an entity other than the
                  Company or a Subsidiary, through purchase of assets, or by
                  merger, or otherwise;

         (d)      The dissolution of the Company; or

         (e)      The sale by the Company of substantially all of its assets.

         14.3 For purposes of Section 14.1, a "Potential Change of Control"
means the happening of any of the following:

         (a)      The entering into an agreement by the Company, the
                  consummation of which would result in a Change of Control of
                  the Company as defined in Section 14.2;

         (b)      The public announcement by any person (including the Company)
                  of an intention to take or consider taking actions which, if
                  consummated, would constitute a Change in Control; or

         (c)      The adoption by the Board of Directors of a resolution to the
                  effect that a Potential Change of Control of the Company has
                  occurred for purposes of this Plan.

         14.4 For purposes of this Section, "Change of Control Price" means the
highest price based upon the Fair Market Value per share or the price paid or
offered in any transaction related to a potential or actual Change of Control of

                                       15
<PAGE>

the Company at any time during the preceding sixty day period as determined by
the Committee, except that (i) in the case of Incentive Stock Options and Stock
Appreciation Rights relating to Incentive Stock Options, such price shall be
based only on transactions reported for the date on which the Committee decides
to cash out such options, and (ii) in the case of Director Stock Options, the
sixty day period shall be the period immediately prior to the Change of Control.

15.      GENERAL PROVISIONS.

         15.1 All certificates for shares of Stock delivered under this Plan
shall be subject to such stock transfer orders and other restrictions as the
Committee may deem advisable under the rules, regulations, and other
requirements of the Commission or the National Association of Securities
Dealers, Inc., any stock exchange upon which the Stock is then listed, and any
applicable federal or state securities law, and the Committee may cause a legend
or legends to be placed on any such certificates to make appropriate reference
to such restrictions.

         15.2 Nothing set forth in this Plan shall prevent the Board from
adopting other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be either
generally applicable or applicable only in specific cases. The adoption of this
Plan shall not confer upon any employee of the Company, any Subsidiary or any
Affiliate, any right to continued employment (or, in the case of a director,
continued retention as a director) with the Company, a Subsidiary or an
Affiliate, as the case may be, nor shall it interfere in any way with the right
of the Company, a Subsidiary or an Affiliate to terminate the employment of any
of its employees at any time.

         15.3 Each participant shall, no later than the date as of which the
value of an award first becomes includable in the gross income of the
participant for federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of, any federal,
state, or local taxes of any kind required by law to be withheld with respect to
the award. The obligations of the Company under this Plan shall be conditioned
on such payment or arrangements and the Company (and, where applicable, its
Subsidiaries and Affiliates) shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
participant. If permitted by the Committee, a participant may irrevocably elect
to have the withholding tax obligation or, in the case of all awards hereunder
except Stock Options which have related Stock Appreciation Rights, if the
Committee so determines, any additional tax obligation with respect to awards
hereunder by (a) having the Company withhold shares of Stock otherwise
deliverable to the participant with respect to the award, or (b) delivering to
the Company shares of unrestricted Stock; provided, however, that any such
election shall be made either (i) during one of the "window" periods described
in section (e) (3) (iii) of Rule 16b-3 promulgated under the Exchange Act, or
(ii) at least six months prior to the date income is recognized with respect to
the award.

         15.4 At the time of grant or purchase, the Committee may provide in
connection with any grant or purchase made under this Plan that the shares of
Stock received as a result of such grant or purchase shall be subject to a right
of first refusal, pursuant to which the participant shall be required to offer
to the Company any shares that the participant wishes to sell, with the price
being the then Fair Market Value of the Stock, subject to the provisions of
Section 14 and to such other terms and conditions as the Committee my specify at
the time of grant.

         15.5 No member of the Board or the Committee, nor any officer or
employee of the Company acting on behalf of the Board or the Committee, shall be

                                       16
<PAGE>

personally liable for any action, determination, or interpretation taken or made
in good faith with respect to this Plan, and all members of the Board or the
Committee and each and any officer or employee of the Company acting on their
behalf shall, to the extent permitted by law, be fully indemnified and protected
by the Company with respect to any such action, determination or interpretation.

16.      EFFECTIVE DATE OF PLAN.

         This Plan shall be effective on the date it is approved by a majority
of the votes cast at a duly held shareholders' meeting at which a quorum
representing a majority of all outstanding voting stock is, either in person or
by proxy, present and voting on the Plan.

17.      TERM OF PLAN.

         No Stock Option, Director Stock Option, Stock Appreciation Right,
Restricted Stock or Deferred Stock award shall be granted pursuant to this Plan
on or after September 9, 2009, but awards theretofore granted may extend beyond
that date.

                                       17
<PAGE>

                     CERTIFICATION OF ADOPTION AND AMENDMENT


         I, Herbert H. Sommer, Secretary of Q-MED, INC., hereby certify that the
foregoing is a true and correct copy of the 1999 Equity Incentive Plan of the
Company as:

         (i)      adopted by the Board of Directors of the Company by unanimous
                  consent given on September 10, 1999 and by the Stockholders of
                  the Company at an annual meeting held on October 25, 1999;

         (ii)     amended by the Board of Directors at a meeting held March 6,
                  2002 and by the Stockholders of the Company at our annual
                  meeting held on May 22, 2002; and

         (iii)    amended by a resolution of the Executive Evaluation and
                  Compensation Committee of the Board of Directors on November
                  1, 2002.

         IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the
seal of the Company this November 1, 2002.





                                                    /s Herbert H. Sommer
                                                    ----------------------------
                                                    Herbert H. Sommer, Secretary

                                       18

</TEXT>
</DOCUMENT>
