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MYRIAD GENETICS, INC.
Form of Executive Retention Agreement
THIS EXECUTIVE RETENTION AGREEMENT (this "Agreement"), by and between Myriad Genetics, Inc., a Delaware
corporation (the "Company"), and (the "Executive"), is made as of February 17, 2005 (the "Effective Date").
WHEREAS, the Company recognizes that, as is the case with many publicly-held corporations, the possibility of a change
in control of the Company exists and that such possibility, and the uncertainty and questions which it may raise among key
personnel, may result in the departure or distraction of key personnel to the detriment of the Company and its stockholders, and
WHEREAS, the Board of Directors of the Company (the "Board") has determined that appropriate steps should be taken to
reinforce and encourage the continued employment and dedication of the Company's key personnel without distraction from
the possibility of a change in control of the Company and related events and circumstances.
NOW, THEREFORE, as an inducement for and in consideration of the Executive remaining in its employ, the Company
agrees that the Executive shall receive the benefits set forth in this Agreement, including without limitation, those benefits in
the event the Executive's employment with the Company is terminated under the circumstances described below subsequent to
a Change in Control (as defined in Section 1.1).
1. Key Definitions.
As used herein, the following terms shall have the following respective meanings:
1.1 " Change in Control " means an event or occurrence set forth in any one or more of subsections (a) through
(d) below (including an event or occurrence that constitutes a Change in Control under one of such subsections but is
specifically exempted from another such subsection):
(a) the acquisition by an individual, entity or group (within th