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Exhibit 10.50
eResearchTechnology, Inc.
2000 Stock Option Plan
1. Purpose
The purpose of the 2000 Stock Option Plan (referred to herein as the
"Plan") of eResearchTechnology, Inc. (the "Company") is to provide a means by
which certain employees and directors of, and others providing services to or
having a relationship with, the Company and its subsidiaries (as such term is
defined in Section 424(f) of the Internal Revenue Code of 1986, as amended (the
"Code")) may be given an opportunity to purchase shares of common stock of the
Company ("Common Stock"). The Plan is intended to promote the interests of the
Company by encouraging stock ownership on the part of such individuals, by
enabling the Company and its subsidiaries to secure and retain the services of
highly qualified persons, and by providing such individuals with an additional
incentive to advance the success of the Company and its subsidiaries.
2. Administration
The Plan shall be administered by a Committee consisting of not less
than two directors (the "Committee") to be appointed from time to time by the
Board of Directors. Membership on the Committee shall in any event be limited to
those members of the Board who (i) are "Non-Employee Directors" as defined in
the regulations promulgated by the Securities and Exchange Commission pursuant
to Section 16(b) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") or any successor statute or regulation, and (ii) "outside
directors" within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"). The Committee shall have the power to select
option holders, to establish the number of shares and other terms applicable to
each such option, to construe the provisions of the Plan and to adopt rules and
regulations governing the administration of the Plan. All decisions,
determinations and interpretations of the Committee shall be final and binding
on all holders of stock options ("Stock Options") granted under the Plan. All
power and authority granted hereunder to the Committee may, at the discretion of
the Board of Directors, be exercised by the Board of Directors, and unless the
context clearly indicates otherwise, all references herein to the "Committee"
shall be deemed to refer to the Board of Directors in the absence of the
appointment of the Committee or in the event of the exercise by the Board of
Directors of the Committee's power and authority. The members of the Board of
Directors or the Committee shall not be liable for any action or determination
made in good faith with respect to the Plan or to any Stock Option granted
pursuant thereto.
3. Eligibility
The persons who shall be eligible to participate in this Plan and
receive Stock Options hereunder shall be the Company's directors and such
employees and other individuals who provide services to or otherwise have a
relationship with the Company or its subsidiaries as the Committee shall from
time to time determine. An eligible individual may receive more than one award
of stock options under the Plan.
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4. Allotment of Shares
Subject to Section 6.A(v) of the Plan, the shares of the Common Stock,
$0.01 par value, of the Company that may be issued under the Plan shall be
2,000,000 shares. Such shares may be authorized and unissued shares (that are
not reserved for any other purpose) or shares issued and subsequently reacquired
by the Company. Without limiting the generality of the foregoing, whenever the
Company receives shares of Common Stock in connection with the exercise of or
payment for any Stock Options granted under the Plan, only the net number of
shares actually issued shall be counted against the foregoing limit. Shares that
by reason of the expiration of a Stock Option or otherwise are no longer subject
to purchase pursuant to a Stock Option granted under the Plan may be available
for subsequent grants of Stock Options under the Plan. Notwithstanding anything
to the contrary set forth in the Plan, the maximum number of shares of Common
Stock for which Stock Options may be granted to any employee in any calendar
year shall be 500,000 shares.
5. Effective Date and Term of Plan
The effective date of the Plan is the date on which it is approved by
the affirmative vote of the holders of a majority of the shares of Common Stock
of the Company present or represented by proxy and entitled to vote at a meeting
of stockholders or, if action is by written consent in lieu of a meeting of
stockholders, by the consent of the holders of a majority of the outstanding
shares of Common Stock of the Company. The Plan shall terminate on the tenth
anniversary of its effective date, but the Board of Directors may terminate the
Plan at any time prior thereto. Termination of the Plan shall not alter or
impair, without the consent of the option holder, any of the rights or
obligations of any Stock Option theretofore granted under the Plan, except or
specifically authorized herein.
6. Terms and Conditions
A. All Stock Options
Stock Options granted pursuant to this Plan shall be evidenced by Stock
Option agreements in such form not inconsistent with the Plan as the Committee
shall from time to time approve. Nothing in this Plan or any Stock Option
granted hereunder shall govern the employment rights and duties between the
option holder and the Company or subsidiary. Neither this Plan, nor any grant or
exercise pursuant thereto, shall constitute an employment agreement among such
parties. The following shall also apply to all Stock Options granted under the
Plan.
(i) Option Price
The option price per share of Common Stock for each Stock
Option shall be determined by the Committee, consistent with the provisions of
this Plan.
(ii) Time of Exercise of Option
Except as otherwise set forth herein, the Committee shall
establish the option period and time or times within the option period when the
Stock Option may be exercised in whole or in such parts as may be specified from
time to time by the Committee, provided that no
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Stock Option shall be exercisable after ten years from the date of grant
thereof. Unless otherwise determined by the Committee in its sole discretion, no
Stock Option shall be exercisable until after the expiration of six months from
the date of grant. The Committee may in its discretion accelerate the time or
times when any particular Stock Option held by said option holder may be so
exercised so that such time or times are earlier than those originally provided
in the Stock Option agreement, upon such circumstances and subject to such terms
and conditions as the Committee deems appropriate. In all cases exercise of a
Stock Option shall be subject to the provisions of Section 6A(vi).
(iii) Payment and Manner of Exercise
The entire option price shall be paid at the time the Stock
Option is exercised. To the extent that the right to purchase shares of Common
Stock has accrued hereunder, Stock Options may be exercised from time to time by
written notice to the Company stating the full number of shares with respect to
which the Stock Option is being exercised and the time of delivery thereof, in
accordance with such administrative procedures as may from time to time be
specified by the Committee. Such notice of exercise shall be accompanied by full
payment for the shares by: (1) certified or official bank check or the
equivalent thereof acceptable to Company; (2) at the sole discretion of the
Committee, by tendering to the Company shares of Common Stock, or requesting the
Company to accept shares to be acquired by exercising the Stock Option, having
an aggregate fair market value, determined by the Company at the date of
payment, equal to the option price, provided that such shares are not subject to
any pledge or other security interest; or (3) at sole discretion of the
Committee, any combination of the foregoing.
Upon exercise, the Company shall deliver to the option holder (or other
person entitled to exercise the Stock Option), at the principal office of the
Company, or such other place as shall be mutually agreed upon, a certificate or
certificates for such shares; provided, however, that the time of delivery may
be postponed by the Company for such periods as may be required for it with
reasonable diligence to comply with any requirements of law; and provided
further that in the event the Common Stock that is issuable upon exercise is not
registered under the Securities Act of 1933 (the "Act"), then the Company may
require that the registered owner deliver an investment representation in form
acceptable to the Company and its counsel, and the Company will place a legend
on the certificate for such Common Stock restricting the transfer of same. There
shall be no obligation or duty for the Company to register under the Act at any
time the Common Stock issuable upon exercise of the Stock Option. If the option
holder (or other person entitled to exercise the Stock Option) fails to accept
delivery, the option holder's payment shall be returned and the right to
exercise the Stock Option with respect to such undelivered shares shall be
terminated.
The Committee may also, in its discretion and subject to prior
notification to the Company by an option holder, permit an option holder to
enter into an agreement with the Company's transfer agent or a brokerage firm of
national standing whereby the option holder will simultaneously exercise the
Stock Option and sell the shares acquired thereby through the Company's transfer
agent or such brokerage firm and either the Company's transfer agent or the
brokerage firm executing the sale will remit to the Company from the proceeds of
sale the exercise price of the shares as to which the Stock Option has been
exercised.
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The Company may, at any time, offer to buy out one or more Stock
Options for payment in cash, based on such terms and conditions as the Committee
shall establish and communicate to the option holder at the time that such offer
is made.
(iv) Non-Transferability of Stock Option
A Stock Option by its terms shall not be assignable or
transferable by the option holder otherwise than by will or by the laws of
descent and distribution.
(v) Adjustment in Event of Recapitalization of the
Company
(a) Changes in Capitalization. Subject to any
required action by the stockholders of the Company, the number of shares of
Common Stock covered by each outstanding Stock Option and the number of shares
of Common Stock that have been authorized for issuance under the Plan but as to
which no Stock Options have yet been granted or which have been returned to the
Plan upon cancellation or expiration of a Stock Option, including the maximum
number of shares of Common Stock for which Stock Options may be granted to any
employee in any calendar year, as well as the price per share of Common Stock
covered by each such outstanding Stock Option, shall be proportionately adjusted
for any increase or decrease in the number of issued shares of Common Stock
resulting from a stock split, reverse stock split, stock dividend, combination
or reclassification of the Common Stock, any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of
consideration by the Company, or other similar event that affects the Common
Stock such that an adjustment is required to preserve or prevent enlargement of
the benefits or potential benefits made available under the Plan; provided,
however, no such adjustment shall be made with respect to the 10,000-for-1 stock
split approved by the Board of Directors on June 13, 2000 and provided, further,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Committee, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issuance by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to a Stock Option.
(b) Dissolution or Liquidation. In the event of the
proposed dissolution or liquidation of the Company, all outstanding Stock
Options will terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Committee. The Committee may, in the
exercise of its discretion in such instances, declare that any Stock Option
shall terminate as of a date fixed by the Committee and give each option holder
the right to exercise the option holder's Stock Option as to all or any part of
the shares of Common Stock covered by the Stock Option, including shares as to
which the Stock Option would not otherwise be exercisable.
(c) Sale or Merger. In the event of a proposed sale
of all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, the Committee, in the exercise of its
sole discretion, may take such action as it deems desirable, including, but not
limited to: (i) causing a Stock Option to be assumed or an equivalent Stock
Option to be substituted by the successor corporation or a parent or subsidiary
of such successor corporation, (ii) providing that each option holder shall have
the right to
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exercise the option holder's Stock Option as to all of the shares
of Common Stock covered by the Stock Option, including shares as to which the
Stock Option would not otherwise be exercisable, or (iii) declaring that a Stock
Option shall terminate at a date fixed by the Committee provided that the option
holder is given notice and opportunity to exercise the then exercisable portion
of the option holder's Stock Option prior to such date.
(vi) Rights after Termination of Employment
In the event of termination of employment due to any cause
other than death or disability, rights to exercise the Stock Option to the
extent otherwise exercisable shall terminate three months following cessation of
employment. In the event of termination of employment due to disability (within
the meaning of Section 22(e)(3) of the Code) or death, such option holder or
executor, administrator or devisee of an option holder, shall have the right to
exercise such Stock Option (to the extent otherwise exercisable) at any time
within one year after cessation of employment by reason of such disability or
death.
B. Non-Qualified Stock Options
The Committee may, in its discretion, grant Stock Options
under the Plan which, in whole or in part, do not qualify as incentive stock
options under Section 422 of the Code ("Non-Qualified Options"). The terms and
conditions of the Non-Qualified Options shall be governed by Section 6A above.
C. Incentive Stock Options
The Committee may, in its discretion, grant Stock Options
under the Plan which qualify, in whole or in part, as incentive stock options
("Incentive Stock Option") under Section 422 of the Code. In addition to the
terms and conditions set forth in Section 6A above, the following terms and
conditions shall govern any Incentive Stock Option issued under the Plan.
(i) Maximum Fair Market Value of Incentive Stock Options
No option holder may have Incentive Stock Options that become
exercisable for the first time in any calendar year (under all Incentive Stock
Option plans of the Company and its subsidiary corporations) with an aggregate
fair market value (determined as of the time such Incentive Stock Option is
granted) in excess of $100,000.
(ii) Option Price
The option price per share for each Incentive Stock Option
shall be 100% of the fair market value of the Common Stock on the date the Stock
Option is granted; provided, however, that in the case of the grant to an option
holder who owns Common Stock of the Company possessing more than 10% of the
total combined voting power of all classes of stock of the Company or its
subsidiaries, the option price of such Stock Option shall be at least 110% of
the fair market value of the Common Stock on the date the Stock Option is
granted. The fair market value shall be determined as prescribed by the Code and
regulations promulgated thereunder.
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(iii) Period of Stock Option
Each Incentive Stock Option shall expire ten years from the
date it is granted or at the end of such shorter period as may be designated by
the Committee on the date of grant; provided, however, that in the case of the
grant of an Incentive Stock Option to an option holder who owns Common Stock of
the Company possessing more than 10% of the total combined voting power of all
classes of stock of the Company or its subsidiaries, such Stock Option shall not
be exercisable after the expiration of five years from the date it is granted.
(iv) Eligible Participants
Incentive Stock Options may be issued only to employees of the
Company or its parent or subsidiary corporation or corporations.
(v) Interpretation
No term of the Plan relating to Incentive Stock Options shall
be interpreted, amended, or altered, nor shall any direct discretion or
authority granted under the Plan be so exercised, so as to disqualify the Plan
under Section 422 of the Code.
D. Substitution of Options.
Options may be granted under the Plan from time to time in
substitution for Stock Options held by employees of other corporations who are
about to become, and who do concurrently with the grant of such Stock Options
become, employees of the Company or a subsidiary of the Company as a result of a
merger or consolidation of the employing corporation with the Company or a
subsidiary of the Company, or the acquisition by the Company or a subsidiary of
the Company of the assets of the employing corporation or the acquisition by the
Company or a subsidiary of the Company of stock of the employing corporation.
The terms and conditions of the substitute Options so granted may vary from the
terms and conditions set forth in this Section 6 to such extent as the Committee
at the time of grant may deem appropriate to conform, in whole or in part, to
the provisions of the Stock Options in substitution for which they are granted.
7. Amendment of Plan
The Committee, within its discretion, shall have authority to amend the
Plan and the terms of any Stock Option issued hereunder at any time, subject to
any required stockholder approval or any stockholder approval that the Committee
may deem advisable for any reason, such as for the purpose of obtaining or
retaining and statutory or regulation benefits under tax, securities or other
laws as satisfying any applicable stock exchange or Nasdaq listing requirement.
The Committee may not, without the consent of the option holder alter or impair
any right or obligation under any Stock Option previously granted under the
Plan, except as specifically authorized herein.
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8. Rights of a Shareholder
The recipient of any Stock Option under the Plan, unless otherwise
provided by the Plan or the Stock Option agreement, shall have no rights as a
shareholder unless and until certificates for shares of Common Stock are issued
and delivered to him.
9. No Guaranty of Employment or Participation
Nothing contained in the Plan or in any Stock Option agreement entered
into pursuant to the Plan shall confer upon any option holder the right to
continue in the employment of the Company or any subsidiary of the Company or
affect any right that the Company or any subsidiary of the Company may have to
terminate the employment of such option holder. No person shall have a right to
be selected to participate in the Plan or, having been so selected, to receive
any future Stock Option grants.
10. Withholding
Whenever the Company proposes or is required to issue or transfer
shares of Common Stock under the Plan, the Company shall have the right to
require the recipient to remit to the Company an amount sufficient to satisfy
any federal, state or local withholding tax requirements prior to the delivery
of any certificate or certificates for such shares. If and to the extent
authorized by the Committee, in its sole discretion, an option holder may make
an election, by means of a form of election to be prescribed by the Committee,
to have shares of Common Stock that are acquired upon exercise of a Stock Option
withheld by the Company or to tender other shares of Common Stock or other
securities of the Company owned by the option holder to the Company at the time
of exercise of a Stock Option to pay the amount of tax that would otherwise be
required by law to be withheld by the Company as a result of any exercise of a
Stock Option. Any such election shall be irrevocable and shall be subject to
termination by the Committee, in its sole discretion, at any time. Any
securities so withheld or tendered will be valued by the Committee as of the
date of exercise.
11. Non-Uniform Determinations
The Committee's determinations under the Plan (including without
limitation determinations of the persons to receive options, the form, amount
and timing of such grants, the terms and provisions of options and the
agreements evidencing same) need not be uniform and may be made selectively
among persons who receive, or are eligible to receive, grants of Stock Options
under the Plan whether or not such persons are similarly situated.
12. Reservation of Shares
The Company, during the term of the Plan, will at all times reserve and
keep available such number of shares as shall be sufficient to satisfy the
requirements of the Plan. Inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any shares hereunder,
shall relieve the Company of any liability for the failure to issue or sell such
shares as to which such requisite authority shall not have been obtained.
13. Effect on Other Plans
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Participation in the Plan shall not affect an employee's eligibility to
participate in any other benefit or incentive plan of the Company or any
subsidiary of the Company. Any Stock Options granted pursuant to the Plan shall
not be used in determining the benefits provided under any other plan of the
Company or any subsidiary of the Company unless specifically provided.
14. Forfeiture
Notwithstanding anything to the contrary in the Plan, if the Committee
finds, by a majority vote, after full consideration of the facts presented on
behalf of both the Company and any option holder, that the option holder has
been engaged in fraud, embezzlement, theft or commission of a felony or
retention by the Company or any subsidiary of the Company or that the option
holder has willfully disclosed confidential information of the Company or any
subsidiary of the Company and that such disclosure damaged the Company or any
subsidiary of the Company, the option holder shall forfeit all unexercised Stock
Options and all exercised Stock Options under which the Company has not yet
delivered the certificates. The decision of the Committee in interpreting and
applying the provisions of this Section 14 shall be final. No decision of the
Committee, however, shall affect the finality of the discharge or termination of
such option holder by the Company or any subsidiary of the Company in any
manner.
15. No Prohibition on Corporate Action
No provision of the Plan shall be construed to prevent the Company or
any officer or director thereof from taking any action deemed by the Company or
such officer or director to be appropriate or in the Company's best interest,
whether or not such action could have an adverse effect on the Plan or any Stock
Options granted hereunder, and no option holder or option holder's estate,
personal representative or beneficiary shall have any claim against the Company
or any officer or director thereof as a result of the taking of such action.
16. Indemnification
With respect to the administration of the Plan, the Company shall
indemnify each present and future member of the Committee and the Board against,
and each member of the Committee and the Board shall be entitled without further
action on his or her part to indemnity from the Company for, all expenses
(including the amount of judgments and the amount of approved settlements made
with a view to the curtailment of costs of litigation, other than amounts paid
to the Company itself) reasonably incurred by him in connection with or arising
out of, any action, suit or proceeding in which he may be involved by reason of
his or her being or having been a member of the Committee or the Board, whether
or not he continues to be such member at the time of incurring such expenses;
provided, however, that such indemnity shall not include any expenses incurred
by any such member of the Committee or the Board (i) in respect of matters as to
which he shall be finally adjudged in any such action, suit or proceeding to
have been guilty of gross negligence or willful misconduct in the performance of
his or her duty as such member of the Committee or the Board; or (ii) in respect
of any matter in which any settlement is effected for an amount in excess of the
amount approved by the Company on the advice of its legal counsel; and provided
further that no right of indemnification under the provisions set forth herein
shall be available to or enforceable by any such member of the Committee or the
Board unless, within 60 days after institution of any such action, suit or
proceeding, he shall have offered the Company in writing the opportunity to
handle and defend same at its own expense.
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The foregoing right of indemnification shall inure to the benefit of the heirs,
executors or administrators of each such member of the Committee or the Board
and shall be in addition to all other rights to which such member may be
entitled as a matter of law, contract or otherwise.
17. Miscellaneous Provisions
A. Compliance with Plan Provisions. No option holder or other person
shall have any right with respect to the Plan, the Common Stock reserved for
issuance under the Plan or in any Stock Option until a written option agreement
shall have been executed by the Company and the option holder and all the terms,
conditions and provisions of the Plan and the Stock Option applicable to such
option holder (and each person claiming under or through him) have been met.
B. Approval of Counsel. In the discretion of the Committee, no shares
of Common Stock, other securities or property of the Company or other forms of
payment shall be issued hereunder with respect to any Stock Option unless
counsel for the Company shall be satisfied that such issuance will be in
compliance with applicable federal, state, local and foreign legal, securities
exchange and other applicable requirements.
C. Compliance with Rule 16b-3. To the extent that Rule 16b-3 under the
Exchange Act applies to awards granted under the Plan, it is the intention of
the Company that the Plan comply in all respects with the requirements of Rule
16b-3, that any ambiguities or inconsistencies in construction of the Plan be
interpreted to give effect to such intention and that, if the Plan shall not so
comply, whether on the date of adoption or by reason of any later amendment to
or interpretation of Rule 16b-3, the provisions of the Plan shall be deemed to
be automatically amended so as to bring them into full compliance with such
rule.
D. Unfunded Plan. The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregations of assets under the Plan.
E. Effects of Acceptance of Stock Option. By accepting any option or
other benefit under the Plan, each option holder and each person claiming under
or through him shall be conclusively deemed to have indicated his or her
acceptance and ratification of, and consent to, any action taken under the Plan
by the Company, the Board and/or the Committee or its delegates.
F. Construction. The masculine pronoun shall include the feminine and
neuter, and the singular shall include the plural, where the context so
indicates.
G. Compliance with Legal and Exchange Requirements. The Plan, the
granting and exercising of Stock Options hereunder, and the other obligations of
the Company hereunder shall be subject to all applicable federal and state laws,
rules and regulations, and to such approval by all regulatory or governmental
agencies as may be required. The Company, in its discretion, may postpone the
granting and exercising of Stock Options, the issuance or delivery of Common
Stock under any Stock Option, or any other action sanctioned under the Plan to
permit the Company, with reasonable diligence, to complete such stock exchange
listing or registration or qualification of such Common Stock or other required
action under any federal or state law, rule or regulation and may require any
option holder to make such representations and
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furnish such information as it may consider appropriate in connection with the
issuance or delivery of Common Stock in compliance with applicable laws, rules,
and regulations. The Company shall not be obligated by virtue of any provision
of the Plan to recognize the exercise of any Stock Option or to otherwise sell
or issue Common Stock in violation of any such laws, rules, or regulations; and
any postponement of the exercise or settlement of any Stock Option under this
provision shall not extend the term of such Stock Option. The Company, the
Committee and the other directors or officers of the Company shall not have any
obligation or liability to an option holder with respect to any Stock Option (or
Common Stock issuable thereunder) that shall lapse because of such postponement.
Likewise, the Committee may postpone the exercise of Stock Options, the issuance
or delivery of Common Stock under any Stock Option, and any action sanctioned
under the Plan to prevent the Company or any affiliate from being denied a
federal income deduction with respect to any Stock Option other than an
Incentive Stock Option.
H. Governing Law. The Plan and all stock option agreements hereunder
shall be construed in accordance with and governed by the laws of the State of
Delaware.
I. No Impact on Benefits. Except as may otherwise be specifically
stated under any employee benefit plan, policy or program, no amount payable in
connection with any Stock Option shall be treated as compensation for purposes
of calculating an option holder's rights and benefits under such plan, policy or
program.
J. No Constraint on Corporation Action. Nothing in this Plan shall be
construed to limit, impair or otherwise affect the Company's right or power to
make adjustments, reclassifications, reorganizations or changes of its capital
or business structure, or to merge or consolidate, or dissolve, liquidate, sell
or transfer all or any part of its business or assets or, except as provided in
Section 7, to limit the power or right of the Company or any affiliate to take
any action which such entity deems to be necessary or appropriate.
K. Beneficiary Designation. Each option holder under the Plan may, from
time to time, name any beneficiary or beneficiaries (who may be named
contingently or successively) to whom any benefit under the Plan is to be paid
or by whom any right under the Plan is to be exercised in the event of the
option holder's death. Each designation will revoke all prior designations by
the same option holder, must be in a form prescribed by the Committee, and will
be effective only when filed by the option holder in writing with the Committee
during the option holder's lifetime. In the absence of any such designation,
benefits remaining unpaid at an option holder's death shall be paid to or
exercised by the option holder's surviving spouse, if any, or otherwise to or by
his or her estate.
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