THIS EMPLOYMENT AGREEMENT (the "Agreement"), made as of the 20th day of September, 2001, is
entered into by and between Curis, Inc., a Delaware corporation (the "Company"), and Daniel R. Passeri (the
The Company desires to employ the Employee, and the Employee desires to be employed by the Company. In
consideration of the mutual covenants and promises contained herein, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Term of Employment. The Company hereby agrees to employ the Employee, and the Employee hereby
accepts employment with the Company, upon the terms set forth in this Agreement, for the period commencing
on September 20, 2001 (the "Commencement Date") and ending on December 31, 2006 (such period, as it may
be extended, the "Employment Period"), unless sooner terminated in accordance with the provisions of Section 4.
(a) The Employee shall serve as President and Chief Executive Officer of the Company. The Employee shall have
duties and authority consistent with his position as President and Chief Executive Officer and as may be assigned
from time to time by the Board of Directors of the Company (the "Board"). The Employee shall report to, and be
subject to the supervision of, the Board. The Employee agrees to devote his entire business time to the business
and interests of the Company during the Employment Period.
(b) During the Employment Period, the Company shall use its best efforts to cause the election of the Employee
to the Board. Upon termination of the Employment Period, the Employee shall be deemed to have automatically
resigned as a member of the Board; such resignation shall be effective immediately without the requirement of any
further written notice.
(c) The Employee agrees to abide by the rules, regulations, instructions, personnel practices and policies of the
Company and any changes therein which may be