CHANGE OF CONTROL AGREEMENT
This CHANGE OF CONTROL AGREEMENT (this “Agreement”) is made and entered into as of
January 1, 2010, by and between IR BioSciences Holdings, Inc., a Delaware corporation (the “Company”) and
John Fermanis (the “Executive”).
WHEREAS, Executive is the Chief Financial Officer of the Company;
WHEREAS, Board recognizes the possibility of a future Change of Control (as hereinafter defined),
which may alter the nature and structure of Company, and recognizes that the uncertainty regarding the
consequences of such an event adversely affects Company’s ability to retain Executive;
WHEREAS, in order to induce Executive to retain employment with the Company, the Board and
Company desire to provide benefits to Executive in the event Executive’s employment is terminated under certain
circumstances involving a Change of Control, and the Executive desires to be so induced; and
WHEREAS, Company and Executive desire to set forth in writing the terms and conditions of their
agreement with respect to Company’s provision of benefits to Executive in the event Executive’s employment is
terminated under certain circumstances involving a Change of Control.
NOW, THEREFORE, in consideration of the mutual covenants and obligations herein contained, it is
mutually agreed between the parties hereto as follows:
Term . This Agreement shall commence on the Execution Date of this Agreement and shall
continue until the earlier of the following: (a) prior to a Change of Control Date, the date of termination of
Executive’s employment with Company; or (b) subsequent to a Change of Control Date the earlier of (x) the date
of termination of Executive’s employment with the Company absent Involuntary Termination or (y) the one-year
anniversary of a Change of Control Date.
At-Will Status . Notwithstanding any provision of this Agreement, Executive is employed at-will ,
so that Executive, on the one hand,