X0303 4 2009-03-04 0 0000822418 BIO IMAGING TECHNOLOGIES INC BITI 0001167433 WEINSTEIN MARK L C/O BIO-IMAGING TECHNOLOGIES, INC. 826 NEWTOWN-YARDLEY ROAD NEWTOWN PA 18940 1 1 0 0 President & CEO Restricted Stock Units 2009-03-04 4 A 0 40000 0.00 A Common Stock 40000 40000 D Each restricted stock unit represents a contingent right to receive one share of common stock of Bio-Imaging Technologies, inc. (the "Company"), par value $0.00025. Represents the grant of 40,000 restricted stock units, granted pursuant to the Company's 2002 Stock Incentive Plan, as amended and restated, upon execution of the Employee's Employment Agreement on March 4, 2009. The RSU Award will vest as to 13,333 shares on March 1, 2010, 13,333 shares on March 1, 2011 and 13,334 shares on March 1, 2012. Notwithstanding the foregoing vesting schedule, the shares of Common Stock underlying the RSU Award will not be issued to the Employee until the earlier of: (i) the Employee's Cessation of Service (as defined in the Plan) with the Company; or (ii) a Change of Control (as defined in the Plan); or (iii) seven years from the date of the award. /s/ Maria T. Kraus as attorney-in-fact 2009-03-06