0000936392-09-000121 Sample Contracts

SOMAXON PHARMACEUTICALS, INC.
Restricted Stock Unit Award Agreement • March 13th, 2009 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations

Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to its 2005 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s common stock, par value $0.0001 (the “Shares”). This award for Restricted Stock Units (this “RSU Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.

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SOMAXON PHARMACEUTICALS, INC. AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
Employment Agreement • March 13th, 2009 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations • California

AMENDMENT NO. 2 TO Employment Agreement (this “Amendment”) made and entered into effective as of November 28, 2008, between Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and David F. Hale, an individual (“Executive”).

SOMAXON PHARMACEUTICALS, INC.
Restricted Stock Unit Award Agreement • March 13th, 2009 • Somaxon Pharmaceuticals, Inc. • Pharmaceutical preparations

Somaxon Pharmaceuticals, Inc., a Delaware corporation (the “Company”), pursuant to its 2005 Equity Incentive Award Plan (the “Plan”), hereby grants to the individual listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s common stock, par value $0.0001 (the “Shares”). This award for Restricted Stock Units (this “RSU Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.

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