SEVERANCE AGREEMENT (the "Agreement") dated as of October 15, 1998 (the "Effective Date") by and
between Vion Pharmaceuticals, Inc., a Delaware corporation (the "Company") with offices at 4 Science Park,
New Haven, CT 06511, and , residing at (the "Executive").
WHEREAS, the Board of Directors of the Company (the "Board") recognizes that the continued efforts of
Executive are essential to the growth and success of the Company; and
WHERAS, the Board wishes to provide Executive with certain protections in the event of a change in control of
the Company in order to induce the continued efforts of Executive on behalf of the Company.
NOW THEREFORE, in consideration of the foregoing and of the premises set forth herein, the parties hereto
agree as follows:
1.1 Change in Control of the Company. For purposes of this Agreement, a "change in control of the Company"
shall be deemed to have occurred if:
(a) any "person", as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") (other than the Company, any trustee or other fiduciary holding securities under
an employee benefit plan of the Company, or any corporation owned, directly or indirectly, by the stockholders
of the Company in substantially the same proportions as their ownership of stock of the Company), is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 30 percent or more of the combined voting power of the Company's then
(b) during any period of two consecutive years, individuals who at the beginning of such period constitute the
Board, and any new director (other than a director designated by a person who has entered into an agreement
with the Company to effect a transaction described in clause (a), (c) or (d) of this subsection) whose election by
the Board or nomination for election