AMENDED AND RESTATED 1994 EQUITY COMPENSATION PLAN
AS AMENDED DECEMBER 31, 2002
AS AMENDED MAY 13, 2003
Adolor Corporation, a Delaware corporation, wishes to attract employees and consultants to the Company, to induce
employees, Directors and consultants to remain with the Company, to encourage them to increase their efforts to make the
Company’s business more successful and to enhance stockholder value. In furtherance thereof, the Adolor Amended and
Restated 1994 Equity Compensation Plan is designed to provide incentive and non-qualified stock options to employees,
Directors and consultants of the Company.
Whenever used herein and unless otherwise provided in the Optionee’s Grant Letter, the following terms shall have the
meanings set forth below:
“Administrator” means the Board, or a committee, the members of which shall be appointed by the Board as described in
“Approved Sale” means the approval, prior to the consummation of a Public Offering, by the holders of at least 50% of the
Common Stock (including voting and nonvoting shares voting as a single class) of (i) the merger or consolidation of the
Company, (ii) the sale of all or substantially all of its assets or (iii) the sale of all or a majority of the outstanding capital stock or
my other similar transaction.
“Board” means the Board of Directors of the Company.
“Cause” means the Optionee’s (i) conviction for committing a felony under federal law or 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, or such other events as shall be determined by the Administrator. The
Administrator shall have the sole discretion to determine whether “Cause” exists, and its determination shall be final.
“Change of Control” means the happening of any of the