This Transition Agreement (this “ Agreement ”), is made by and between Gregory J. Mossinghoff, an individual (“ Mr.
Mossinghoff ”), and Inspire Pharmaceuticals, Inc. (“ Inspire ”) (Mr. Mossinghoff and Inspire to be hereinafter referred to
individually as a “ Party ” and collectively as the “ Parties ”).
WHEREAS, Mr. Mossinghoff has been employed by Inspire since June 1998 in various capacities and currently holds the
position of President of Inspire, employed “at will” and subject to termination at any time and for any reason, with or without
notice or cause;
WHEREAS, the Parties acknowledge that Mr. Mossinghoff has submitted a letter of resignation (“ Letter of Resignation
”) stating that he wishes to separate from employment with Inspire effective as of June 30, 2005; and
WHEREAS, Inspire wishes to change Mr. Mossinghoff’s “at-will” employment status and guarantee him employment for a
period which may be terminated by Inspire only “for cause”, commencing upon the “ Effective Date ” defined within this
Agreement and ending on June 30, 2005 (the “ Transition Period ”); and
WHEREAS, the Parties wish to confirm the exclusive terms of this Agreement.
NOW, THEREFORE, in consideration of the mutual commitments set forth in this Agreement, inclusive of Mr.
Mossinghoff’s change of “at-will” status and guarantee of employment during the Transition Period, and intending to be
legally and forever bound, Inspire and Mr. Mossinghoff agree as follows:
1. Definitions .
(a) The term “ Stock Options ”, shall mean the outstanding stock options issued to Mr. Mossinghoff by Inspire
pursuant to the Stock Plan (as hereinafter defined) and listed on the attached “ Schedule A ”.
(b) The term “ Stock Plan ” shall mean Inspire’s Amended and Restated 1995 Stock Plan, as amended.
(c) The term “ Execution Date ”, as used throughout this Agreement, shall mean the date Mr. Mossinghoff executed