0001104659-10-041728 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • August 4th, 2010 • Arqule Inc • Pharmaceutical preparations • Massachusetts

This Amendment to Employment Agreement (“Amendment”) is entered into by and between ArQule, Inc., a Delaware corporation (the “Company”) with its principal offices at 19 Presidential Way, Woburn, Massachusetts 01801, and Paolo Pucci (“Executive”). The purpose of this Amendment is to amend the Employment Agreement dated as of April 15, 2008 between the Company and Executive (the “Agreement”). This Amendment shall be effective as of July 15, 2010 (the “Effective Date”). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Agreement. In consideration of the mutual covenants and agreements contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Company and Executive (collectively, the “Parties”) hereby agree as follows:

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FORM OF RESTRICTED STOCK AGREEMENT
Form of Restricted Stock Agreement • August 4th, 2010 • Arqule Inc • Pharmaceutical preparations

Restricted Stock Agreement (“Agreement”) between ArQule, Inc. (the “Company”) and the ArQule employee named in Exhibit A hereto (the “Grantee”) dated February , 2006.

ARQULE, INC. AMENDED AND RESTATED 1994 EQUITY INCENTIVE PLAN FORM OF STOCK UNIT AGREEMENT
Equity Incentive Plan • August 4th, 2010 • Arqule Inc • Pharmaceutical preparations

This Stock Unit Agreement (this “Agreement”), dated as of , 20 (“Grant Date”) is made by and between ArQule, Inc., a Delaware Corporation (the “Company”), and (“Participant”).

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