SECOND AMENDED AND RESTATED SEVERANCE AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT dated as of September 1, 2003 is made by and between ViroPharma
Incorporated (the “Company”), and Claude Nash (the “Employee”).
WHEREAS, the Company and the Employee entered into that certain Severance Agreement dated August 21, 2000, as
amended and restated as of September 1, 2002 and the parties desire to further amend and restate such agreement in its entirety
as set forth herein; and
WHEREAS, the Board of Directors of the Company (the “Board”) recognizes that, as is the case with many publicly
held corporations, the possibility of a Change of Control (as defined in the last Section hereof) exists and that such possibility,
and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key
personnel to the detriment of the Company and its stockholders; and
WHEREAS, the Board also recognizes that by continuing service with the Company as an employee and as a member
of the Board, Employee has foregone other significant opportunities and should be protected against the possibility of his
involuntary termination of employment without cause or a constructive termination of his employment; and
WHEREAS, the Board has determined that appropriate steps should be taken to reinforce and encourage the
continued attention and dedication of the Company’s key personnel, including the Employee, to their assigned duties without
distraction in the face of potentially disturbing circumstances arising from the possibility of a Change of Control or other
termination of employment;
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, this Company and
the Employee hereby agree as follows:
1. Defined Terms . Unless sooner defined below, the definition of capitalized terms used in this Agreement is provided in the
last Section hereof.
2. Payments .
2.1 From the date hereof un