0000950123-10-111655 Sample Contracts

FORM OF CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • December 8th, 2010 • Avanir Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This Change of Control Agreement (the “Agreement”), dated as of _________ __, 200_ (the “Effective Date”), is made by and between Avanir Pharmaceuticals, a California corporation having its principal offices at 101 Enterprise, Suite 300, Aliso Viejo, California (the “Company”) and __________ (“Employee”).

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December 31, 2008 Keith Katkin c/o Avanir Pharmaceuticals 101 Enterprise, Suite 300 Aliso Viejo, CA 92656 Re: First Amendment to Offer of Employment Dear Keith:
First Amendment to Offer of Employment • December 8th, 2010 • Avanir Pharmaceuticals, Inc. • Pharmaceutical preparations

This letter amends the terms of the Offer of Employment (the “Agreement”) dated as of March 13, 2007, by and between Avanir Pharmaceuticals (“Avanir”) and you as set forth below. Capitalized terms not defined herein shall have the meaning specified in the Agreement.

AVANIR PHARMACEUTICALS [2005] [2003] Equity Incentive Plan Restricted Stock Unit Director Grant Agreement
Restricted Stock Unit Director Grant Agreement • December 8th, 2010 • Avanir Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This Restricted Stock Unit Director Grant Agreement (the “Agreement”) is dated as of __________, 200__ and is entered into between Avanir Pharmaceuticals, a California corporation (the “Company”), and ______________ (the “Director”). Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Plan (defined below).

AVANIR PHARMACEUTICALS, INC. [2005] [2003] Equity Incentive Plan Restricted Stock Unit Grant Agreement
Restricted Stock Unit Grant Agreement • December 8th, 2010 • Avanir Pharmaceuticals, Inc. • Pharmaceutical preparations • California

This Restricted Stock Unit Grant Agreement (the “Agreement”) is dated as of [ ] and is entered into between Avanir Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and [ ] (the “Awardee”). Capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Plan.

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