Common use of Employment Agreement, Offer Letter or Other Arrangement Clause in Contracts

Employment Agreement, Offer Letter or Other Arrangement. To the extent a written employment Agreement, offer letter or other arrangement (“Employment Arrangement”) that was approved by the Compensation Committee or the Board of Directors or that was approved in writing by an officer of the Company pursuant to delegated authority of the Compensation Committee provides for greater benefits to Optionee with respect to (i) vesting of the Option on termination of employment by reason of specified events or (ii) exercisability of the Option following termination of employment, than provided in this Agreement or in the Plan, then the terms of such Employment Arrangement with respect to vesting of the Option on termination of employment by reason of such specified events or exercisability of the Option following termination of employment shall supersede the terms hereof to the extent permitted by the terms of the Plan. IMPRIMIS PHARMACEUTICALS, INC. By: Its.: ACCEPTANCE OF AGREEMENT Optionee hereby: (a) acknowledges receiving a copy of the Plan, which has either been previously delivered or is provided with this Agreement, and represents that he or she is familiar with and understands all provisions of the Plan and this Agreement and (b) voluntarily and knowingly accepts this Agreement and the Option granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement, including the provisions in the Agreement regarding “Triggering Conduct” and “Special Forfeiture/Repayment Rules” set forth in Paragraphs 5 and 6 above. Optionee further acknowledges receiving a copy of the Company’s most recent annual report to stockholders and other communications routinely distributed to the Company’s stockholders and a copy of the Plan Prospectus pertaining to the Plan. _______________________ Optionee’s Signature _______________________ Date EXHIBIT B IMPRIMIS PHARMACEUTICALS, INC. RESTRICTED STOCK UNITS AGREEMENT On _____________, ____ (the “Grant Date”), Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), has awarded to Xxxx Xxxx (“Grantee”) 200,000 Restricted Stock Units (the “Restricted Stock Units” or “Award”), representing an unfunded unsecured promise of the Company to deliver shares of common stock, par value $0.01 per share, of the Company (the “Shares”) to Grantee as set forth herein. The Restricted Stock Units have been granted pursuant to the Imprimis Pharmaceuticals, Inc. Amended and Restated 2007 Incentive Stock and Awards Plan (the “Plan”), and shall be subject to all provisions of the Plan, which are incorporated herein by reference, and shall be subject to the provisions of this Restricted Stock Units Agreement (this “Agreement”). Capitalized terms used in this Agreement which are not specifically defined will have the meanings ascribed to such terms in the Plan.

Employment Agreement, Offer Letter or Other Arrangement. To the extent a written employment Agreementagreement, offer letter or other arrangement (“Employment Arrangement”) that was approved by the Compensation Committee or the Board of Directors or that was approved in writing by an officer of the Company pursuant to delegated authority of the Compensation Committee provides for greater benefits to Optionee Awardee with respect to (i) vesting of the Option Award on termination of employment by reason of specified events or (ii) exercisability of the Option following termination of employmentEmployment Termination, than provided in this Agreement agreement or in the Planplan, then the terms of such Employment Arrangement with respect to vesting of the Option Award on termination of employment Employment Termination by reason of such specified events or exercisability of the Option following termination of employment shall supersede the terms hereof to the extent permitted by the terms of the Planplan under which the Award was made. IMPRIMIS PHARMACEUTICALS, DSW INC. By: /s/Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Its.: Sr. Director, Compensation & Benefits ACCEPTANCE OF AGREEMENT Optionee Awardee hereby: (a) acknowledges receiving that he or she has received a copy of the Plan, which has either been previously delivered or is provided with this Agreementa copy of the Company's most recent annual report to shareholders and other communications routinely distributed to the Company's shareholders, and represents that he or she is familiar with and understands all provisions a copy of the Plan and this Agreement and plan description (Prospectus) dated May 21, 2009 pertaining to the Plan; (b) voluntarily and knowingly accepts this Agreement and the Option Performance-Based Stock Units granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement; (c) represents that he or she understands that the acceptance of this Agreement through an on-line or electronic system, including if applicable, carries the provisions in same legal significance as if he or she manually signed the Agreement regarding “Triggering Conduct” Agreement; (d) represents and “Special Forfeiture/Repayment Rules” set forth in Paragraphs 5 warrants to the Company that he or she is purchasing the Performance-Based Stock Units for his or her own account, for investment, and 6 above. Optionee further acknowledges receiving not with a copy view to or any present intention of selling or distributing the Performance-Based Stock Units either now or at any specific or determinable future time or period or upon the occurrence or nonoccurrence of any predetermined or reasonably foreseeable event; and (e) agrees that no transfer of the Company’s most recent annual report to stockholders and other communications routinely distributed to the Company’s stockholders and a copy Stock delivered in respect of the Plan Prospectus pertaining to the Plan. _______________________ Optionee’s Signature _______________________ Date EXHIBIT B IMPRIMIS PHARMACEUTICALS, INC. RESTRICTED STOCK UNITS AGREEMENT On _____________, ____ (the “Grant Date”), Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), has awarded to Xxxx Xxxx (“Grantee”) 200,000 Restricted Performance-Based Stock Units (shall be made unless the “Restricted Stock Units” have been duly registered under all applicable Federal and state securities laws pursuant to a then-effective registration which contemplates the proposed transfer or “Award”), representing an unfunded unsecured promise of unless the Company to deliver shares of common stockhas received a written opinion of, par value $0.01 per shareor satisfactory to, of its legal counsel that the Company (the “Shares”) to Grantee as set forth hereinproposed transfer is exempt from such registration. The Restricted Stock Units have been granted pursuant to the Imprimis Pharmaceuticals, Inc. Amended and Restated 2007 Incentive Stock and Awards Plan (the “Plan”), and shall be subject to all provisions of the Plan, which are incorporated herein by reference, and shall be subject to the provisions of this Restricted Stock Units Agreement (this “Agreement”). Capitalized terms used in this Agreement which are not specifically defined will have the meanings ascribed to such terms in the Plan.Name

Employment Agreement, Offer Letter or Other Arrangement. To the extent a written employment Agreementagreement, offer letter or other arrangement (“Employment Arrangement”) that was approved by the Compensation Committee or the Board of Directors or that was approved in writing by an officer of the Company pursuant to delegated authority of the Compensation Committee provides for greater benefits to Optionee Awardee with respect to (i) vesting of the Option Award on termination of employment by reason of specified events or (ii) exercisability of the Option following termination of employmentEmployment Termination, than provided in this Agreement agreement or in the Planplan, then the terms of such Employment Arrangement with respect to vesting of the Option Award on termination of employment Employment Termination by reason of such specified events or exercisability of the Option following termination of employment shall supersede the terms hereof to the extent permitted by the terms of the Planplan under which the Award was made. IMPRIMIS PHARMACEUTICALS, DSW INC. By: /s/Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Its.: Sr. Director, Compensation & Benefits ACCEPTANCE OF AGREEMENT Optionee Awardee hereby: (a) acknowledges receiving that he or she has received a copy of the Plan, which has either been previously delivered or is provided with this Agreementa copy of the Company's most recent annual report to shareholders and other communications routinely distributed to the Company's shareholders, and represents that he or she is familiar with and understands all provisions a copy of the Plan and this Agreement and plan description (Prospectus) dated May 21, 2009 pertaining to the Plan; (b) voluntarily and knowingly accepts this Agreement and the Option Restricted Stock Units granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement; (c) represents that he or she understands that the acceptance of this Agreement through an on-line or electronic system, including if applicable, carries the provisions in same legal significance as if he or she manually signed the Agreement regarding “Triggering Conduct” Agreement; (d) represents and “Special Forfeiture/Repayment Rules” set forth in Paragraphs 5 and 6 above. Optionee further acknowledges receiving a copy of the Company’s most recent annual report to stockholders and other communications routinely distributed warrants to the Company’s stockholders and a copy of Company that he or she is purchasing the Plan Prospectus pertaining to the Plan. _______________________ Optionee’s Signature _______________________ Date EXHIBIT B IMPRIMIS PHARMACEUTICALS, INC. RESTRICTED STOCK UNITS AGREEMENT On _____________, ____ (the “Grant Date”), Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), has awarded to Xxxx Xxxx (“Grantee”) 200,000 Restricted Stock Units (for his or her own account, for investment, and not with a view to or any present intention of selling or distributing the “Restricted Stock Units” or “Award”), representing an unfunded unsecured promise of the Company to deliver shares of common stock, par value $0.01 per share, of the Company (the “Shares”) to Grantee as set forth herein. The Restricted Stock Units have been granted pursuant to either now or at any specific or determinable future time or period or upon the Imprimis Pharmaceuticals, Inc. Amended occurrence or nonoccurrence of any predetermined or reasonably foreseeable event; and Restated 2007 Incentive Stock and Awards Plan (the “Plan”), and shall be subject to all provisions e) agrees that no transfer of the Plan, which are incorporated herein by reference, and shall be subject to Stock delivered in respect of the provisions of this Restricted Stock Units Agreement (this “Agreement”)shall be made unless the Stock have been duly registered under all applicable Federal and state securities laws pursuant to a then-effective registration which contemplates the proposed transfer or unless the Company has received a written opinion of, or satisfactory to, its legal counsel that the proposed transfer is exempt from such registration. Capitalized terms used in this Agreement which are not specifically defined will have the meanings ascribed to such terms in the Plan.Name

Employment Agreement, Offer Letter or Other Arrangement. To the extent a written employment Agreementagreement, offer letter or other arrangement (“Employment Arrangement”) that was approved by the Compensation Committee or the Board of Directors or that was approved in writing by an officer of the Company pursuant to delegated authority of the Compensation Committee provides for greater benefits to Optionee Grantee with respect to (i) vesting of the Option Award on termination of employment by reason of specified events or (ii) exercisability of the Option following termination of employment, than provided in this Agreement agreement or in the Plan, then the terms of such Employment Arrangement with respect to vesting of the Option Award on termination of employment by reason of such specified events or exercisability of the Option following termination of employment shall supersede the terms hereof to the extent permitted by the terms of the Plan. IMPRIMIS PHARMACEUTICALS, INC. By: Its.: ACCEPTANCE OF AGREEMENT Optionee Grantee hereby: (a) acknowledges receiving a copy of the Plan, which has either been previously delivered or is provided with this Agreementagreement, and represents that he or she is familiar with and understands all provisions of the Plan and this Agreement agreement and (b) voluntarily and knowingly accepts this Agreement and the Option Restricted Stock Units granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement, including the provisions in the Agreement regarding “Triggering Conduct” and “Special Forfeiture/Repayment Rules” set forth in Paragraphs 4 and 5 and 6 above. Optionee Grantee further acknowledges receiving a copy of the Company’s most recent annual report to stockholders and other communications routinely distributed to the Company’s stockholders and a copy of the Plan Prospectus pertaining to the Plan. ___________________________ OptioneeGrantee’s Signature ___________________________ Date EXHIBIT B C IMPRIMIS PHARMACEUTICALS, INC. RESTRICTED PERFORMANCE STOCK UNITS AGREEMENT On _____________, ____ (the “Grant Date”), Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), has awarded to Xxxx Xxxx (“Grantee”) 200,000 Restricted a targeted number of 1,050,000 (the “Target Number”) Performance Stock Units (the “Restricted Performance Stock Units” or “Award”), representing ) to be calculated and determined as discussed below. Each Performance Stock Unit will represent an unfunded and unsecured promise of the Company to deliver shares of common stock, par value $0.01 per share, of the Company (the “Shares”) to Grantee as set forth herein. Each Performance Stock Unit will be subject to forfeiture until the date such Performance Stock Unit vests pursuant to Paragraph 1 of this Agreement. The Restricted Performance Stock Units have been granted pursuant to the Imprimis Pharmaceuticals, Inc. Amended and Restated 2007 Incentive Stock and Awards Plan (the “Plan”), and shall be subject to all provisions of the Plan, which are incorporated herein by reference, and shall be subject to the provisions of this Restricted Stock Units Agreement (this “Agreement”). Capitalized terms used in this Agreement which that are not specifically defined will have the meanings ascribed to such terms in the Plan.