AMENDED AND RESTATED CHANGE IN CONTROL SEVERANCE PLAN
AND SUMMARY PLAN DESCRIPTION
The Theravance, Inc. Amended and Restated Change in Control Severance Plan (the “Plan”) is primarily
designed to provide separation pay and other benefits to Theravance, Inc. (the “Corporation”) executives who
meet the eligibility requirements as set forth below (an “Eligible Executive”) and whose employment is
involuntarily terminated in connection with a change in control occurring after an initial public offering (“IPO”).
This Plan is designed to be an “employee welfare benefit plan,” as defined in Section 3(1) of the Employee
Retirement Income Security Act of 1974, as amended (“ERISA”). This Plan is governed by ERISA and, to the
extent applicable, the laws of the State of California. This document constitutes both the official plan document
and the required summary plan description under ERISA.
You will be an Eligible Executive for severance benefits under the Plan if:
· you are an officer of the Corporation;
· your active employment is Involuntarily Terminated other than for Misconduct within the designated
period following a Change in Control;
· you execute a general release of all claims in a form provided by and acceptable to the Corporation
as provided for in the section entitled “Release and Waiver of Claims,” within the prescribed number
of days following your date of termination, as set forth in such release; and
· you are not in one of the excluded categories listed below.
You will not be an Eligible Executive for severance benefits under this Plan if:
· you are an independent contractor, a temporary employee, part-time employee working fewer than
32 hours per week, probationary employee or student employee;
· you are employed with a successor employer following a Change in Control. Howev