X0303 4 2008-09-23 0 0000716646 CLINICAL DATA INC CLDA 0001101233 HORNER LARRY D /FA 370 LAKE SHORE ROAD PUTNAM VALLEY NY 10579 1 0 0 0 Common Stock 2008-09-23 4 A 0 9166 0.00 A 121595 D Common Stock 21327 I By Spouse Deferred Stock Units 2008-09-23 4 A 0 1875 A Common Stock 1875 1875 D Vested as to 4,583 shares on September 23, 2008, and as to the remaining 4,583 shares on the date of the Company's 2009 Annual Meeting of Stockholders. Such shares will immediately vest upon a change of control of the Company. Grant of deferred stock units pursuant to the Company's Amended and Restated 2005 Equity Incentive Plan (the "Plan"). Subject to the terms of the Plan and award agreement, shares of the Company's Common Stock underlying the deferred stock units will be deliverable upon receipt of such recipient's deferred payment of their cash compensation (and taxes on such compensation), which shall not occur until the earlier of a date that is at least two years from the date of grant, the recipient's retirement from the Company's Board of Directors, or the recipient's death or disability. The shares of Common Stock underlying the deferred stock units are valued at the fair market value of such shares of Common Stock upon the date of grant of such deferred stock units. /s/ Larry D. Horner 2008-09-25