SEVERANCE BENEFITS AGREEMENT
This S EVERANCE B ENEFITS A GREEMENT (this “ Agreement ”) is made as of the 9th day of February, 2009 by and
between M EDIVATION , I NC . , a Delaware Corporation, and R OHAN P ALEKAR (“ Executive ”).
W HEREAS , this Agreement provides the terms and conditions for the severance benefits that the Company will provide to
Executive due to Executive’s Qualifying Termination (as defined below) with the Company.
N OW , T HEREFORE , in consideration of the premises and the mutual agreements contained herein and intended to be
legally bound hereby, the parties hereto agree as follows:
1. Definitions . The following words and phrases shall have the meanings set forth below for the purposes of this
Agreement (unless the context clearly indicates otherwise):
(a) “ Base Salary ” shall mean Executive’s base salary or regular wage rate in effect immediately prior to the
Qualifying Termination (not giving effect to any decrease in base salary providing Executive with Good Reason for
termination of his or her employment). Base Salary does not include variable forms of compensation such as but not limited
to overtime, lead premiums, shift differentials, bonuses, incentive compensation, commissions, expenses or expense
(b) “ Board ” shall mean the Board of Directors of Company, or any successor thereto.
(c) “ Cause ,” as determined by the Board in good faith, shall mean Executive has:
(1) failed to perform his or her stated duties in all material respects, which failure continues for fifteen (15) days
after Executive’s receipt of written notice of the failure from the Company;
(2) intentionally and materially breached any provision of this Agreement or any other written agreement with
the Company, and has not cured such breach within fifteen (15) days after Executive’s receipt of written notice of the
breach from the Company (provided that, the Company’s written notice is not required if Executive’s breach is not