Adolor Corporation Executive Severance Pay Program
Adolor Corporation maintains the Adolor Corporation Executive Severance Pay Program (the "Plan") for the
purpose of providing temporary income replacement and other benefits to certain individuals whose employment
is involuntarily terminated. This document specifies how the Plan will operate and describes the benefits to be
provided under the Plan.
The following terms used in this document have the meanings indicated below:
Base Pay. An Eligible Employee's authorized weekly base rate of pay with the Employer as of his or her
Termination Date. Base Pay includes base salary, but excludes overtime, bonuses and special premiums and
Board of Directors. The board of directors of Adolor Corporation.
Cause. Cause means an Eligible Employee's (i) conviction for committing a felony under federal law or the law of
the state in which such action occurred, (ii) dishonesty in the course of fulfilling his or her employment duties or
(iii) willful and deliberate failure to perform his or her employment duties in any material respect. The Committee
shall have the sole discretion to determine whether Cause exists, and its determination shall be final.
Change of Control. Change of Control means the happening of either of the following:
-the consummation of a merger or consolidation of the Employer in which the stockholders of the Employer
immediately prior to such merger or consolidation, would not, immediately after the merger or consolidation,
beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares
representing in the aggregate 50% or more of the combined voting power of the securities of the corporation
issuing cash or securities in the merger or consolidation (or of its ultimate parent corporation, if any); or
-the stockholders of the Employer approve a plan of complete liquidation or dissolution of the Employer, or there