CHANGE IN CONTROL AGREEMENT
THIS CHANGE IN CONTROL AGREEMENT (this “Agreement”), dated as of January 14, 2008, is made
by and between VIA Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Rebecca Taub, M.D.
WHEREAS, Executive is a senior executive of the Company or its subsidiaries and has made and is expected
to continue to make major contributions to the short- and long-term profitability, growth and financial strength of
WHEREAS, the Company recognizes that, as is the case for most publicly held companies, the possibility of a
Change in Control exists;
WHEREAS, the Company desires to assure itself of both present and future continuity of management and
desires to establish certain severance benefits for Executive, applicable in the event of a Change in Control;
WHEREAS, the Company wishes to ensure that Executive is not practically disabled from discharging his or
her duties in respect of a proposed or actual transaction involving a Change in Control;
WHEREAS, the Company desires to provide additional inducement for the Executive to continue to remain in
the employ of the Company or its subsidiaries; and
WHEREAS, on December 17, 2007 the Compensation Committee of the Board authorized the Company to
enter into this Agreement pursuant to the Company’s Change in Control Severance Plan (the “Plan”), the terms
of which shall apply to the extent not inconsistent with this Agreement.
NOW, THEREFORE, the Company and Executive agree as follows:
1. Certain Defined Terms . In addition to terms defined elsewhere herein, the following terms have the
following meanings when used in this Agreement with initial capital letters:
(a) “Base Pay” means Executive’s annual base salary rate as in effect from time to time.
(b) “Board” means the Board of Directors of the Company.
(c) “Cause” means any of the following (i) the commission