CHANGE OF CONTROL AGREEMENT
THIS CHANGE OF CONTROL AGREEMENT (the “ Agreement ”), is made on this day of , , by and between
VIROPHARMA INCORPORATED (the “ Company ”) and (the “ Employee ”).
WHEREAS, the Employee serves as an employee of the Company; and
WHEREAS, the Company and the Employee desire to establish certain protections for the Employee in the event of
Employee’s termination of employment under the circumstances described herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, and
intending to be bound hereby, the parties agree as follows:
SECTION 1 Definitions . As used herein:
1.1. “ Base Salary ” means, as of any given date, the annual base rate of salary payable to the Employee by the Company,
as then in effect; provided, however, that in the case of a resignation by the Employee for the Good Reason described in
Section 1.7.4, “Base Salary” will mean the annual base rate of salary payable to the Employee by the Company, as in effect
immediately prior to the reduction giving rise to the Good Reason.
1.2. “ Board ” means the Board of Directors of the Company.
1.3. “ Cause ” means fraud, embezzlement, or any other serious criminal conduct that adversely affects the Company
committed intentionally by the Employee in connection with Employee’s employment or the performance of Employee’s duties
as an officer or director of the Company or the Employee’s conviction of, or plea of guilty or nolo contendere to, any felony.
1.4. “ Change of Control ” means the happening of an event, which shall be deemed to have occurred upon the earliest to
occur of the following events:
1.4.1. the date the stockholders of the Company (or the Board, if stockholder action is not required) approve a plan or
other arrangement pursuant to which the Company will be dissolved or liquidated;
1.4.2. the date the stockholders of the Company (or the Board, if stockholder action is not requ