This Separation Agreement (the " Agreement ") is made effective as of September 10, 2008, by and between Richard A. Miller,
M.D. (" Executive ") and Pharmacyclics, Inc. (the " Company ").
A. Executive has resigned as the President and Chief Executive Officer of the Company effective September 10, 2008, and
Executive has tendered his resignation of employment to the Company, which shall be effective upon the Termination Date (as
B. Executive and the Company wish to enter into this Agreement to set forth the terms and conditions related to Executive's
termination of employment with the Company.
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, the parties agree as follows:
1. Termination Date . Executive acknowledges that his employment with the Company will end due to his voluntary
resignation effective September 30, 2008 (the " Termination Date "). On the Termination Date, the Company shall pay
Executive all accrued but unpaid salary, and all accrued and unused vacation earned through the Termination Date,
subject to any applicable withholding required under federal, state or local law. Executive is entitled to these amounts
regardless of whether Executive revokes this Agreement (as described in Section 6(e) below).
2. Separation Payments and Benefits . The Company hereby agrees, subject to the execution hereof by both parties and
Executive's continued service with the Company through the Termination Date, to provide Executive the severance
benefits set forth below, provided that Executive does not revoke the Agreement as described in Section 6(e) below.
(a) Severance Payments . The Company shall provide Executive with severance payments which in aggregate equal
Executive's annual base salary of $438,973.00, which payments shall be made as follows: (i) a lump sum payment of
$36,581.08 on the Company's first regular payroll date occurring in each of October 2008, November