CHANGE OF CONTROL AGREEMENT
THIS CHANGE OF CONTROL AGREEMENT (the “ Agreement ”), is made on this day of , 2003, by and
between VIROPHARMA INCORPORATED (the “ Company ”) and (the “ Employee ”).
WHEREAS, the Employee serves as an employee of the Company; and
WHEREAS, the Company and the Employee desire to establish certain protections for the Employee in the event of
Employee’s termination of employment under the circumstances described herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and promises contained herein, and
intending to be bound hereby, the parties agree as follows:
SECTION 1 Definitions . As used herein:
Number of Months
Vice President, Discovery
Thomas F. Doyle
Vice President, General
Counsel and Secretary
Vice President, Human
Vice President, Preclinical
Vice President, Research &
Vincent J. Milano
Vice President, Chief
Financial Officer and
1.1. “ Base Salary ” means, as of any given date, the annual base rate of salary payable to the Employee by the Company,
as then in effect; provided, however, that in the case of a resignation by the Employee for the Good Reason described in
Section 1.7.4, “Base Salary” will mean the annual base rate of salary payable to the Employee by the Company, as in effect
immediately prior to the reduction giving rise to the Good Reason.
1.2. “ Board ” means the Board of Directors of the Company.
1.3. “ Cause ” means fraud, embezzlement, or any other serious criminal conduct that adversely affects the Company