DUSA Pharmaceuticals, Inc.
Non-Qualified Deferred Compensation Plan
DUSA Pharmaceuticals, Inc. (the “Company”) has adopted, effective as of October 18, 2006, the DUSA
Pharmaceuticals, Inc. Deferred Compensation Plan (the “Plan”). The Plan is intended to be a non-qualified,
supplemental retirement plan that is unfunded and maintained primarily for the purpose of providing deferred
compensation for a select group of management or highly compensated employees of the Company (the
“Participants”) pursuant to Sections 201(2), 301(a)(3), and 401(a)(1) of the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”) and, as such, to be exempt from the provisions of Parts II, III, and
IV of Title I of ERISA. It is intended that this Plan, by providing this deferral opportunity, will assist the Company
in retaining and attracting individuals of exceptional ability by providing them with these benefits.
2.01 Administrator . “Administrator” means the Committee as defined below.
2.02 Board . “Board” means the Board of Directors of the Company.
2.03 Change of Control . “Change of Control” means
(a) “Change in Control” means the consummation of a transaction that is the subject of a determination
(which may be made effective as of a particular date specified by the Board) by the Board, made by a majority
vote that a change in control has occurred, or is about to occur. Such a change shall not include, however, a
restructuring, reorganization, merger or other change in capitalization in which the persons who own an interest in
the Company on the date hereof (the “Current Owners”) (or any individual or entity which receives from a
Current Owner an interest in the Company through will or the laws of descent and distribution) maintain more
than a fifty percent (50%) interest in the resultant entity. Regardless of the vote of the Board or whether or not the
Board votes, a Change in Control