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THERAVANCE, INC. 2004 EQUITY INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK UNIT AWARD
You have been granted the number of restricted stock units indicated below by Theravance, Inc. (the " Company ") on the
Restricted Stock Unit Award Details:
Each restricted stock unit (the " Restricted Stock Unit ") represents the right to receive one share of the Company's
Common Stock subject to the terms and conditions contained in the Restricted Stock Unit Agreement.
Vesting is dependent upon continuous service as an employee of the Company, a Parent, a Subsidiary or an Affiliate ("
Service ") throughout the vesting period. The units will vest as follows: 25% on <<InitialVestDate>>; 6.25% on
<<SecondVestDate>>; and an additional 6.25% on the final day of each 3-month period thereafter through <<FinalVestDate>>,
provided that you remain in continuous service through such date.
You and the Company agree that your right to receive the units is granted under and governed by the terms and conditions
of the Plan and of the Restricted Stock Unit Agreement that is attached to and made a part of this document. Capitalized terms
not defined herein have the meaning ascribed to such terms in the Plan.
You further agree that the Company may deliver by email all documents relating to the Plan or this award (including,
without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the
Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You
also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a
third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email.