0001193125-04-220346 Sample Contracts

THRESHOLD PHARMACEUTICALS, INC. CHANGE OF CONTROL SEVERANCE AGREEMENT
Change of Control Severance Agreement • December 29th, 2004 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • California

The Change of Control Severance Agreement (the “Agreement”) is made and entered into effective as of December 23, 2004 (the “Effective Date”), by and between George Tidmarsh (the “Employee”) and Threshold Pharmaceuticals, Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement are defined in Section 1 below.

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THRESHOLD PHARMACEUTICALS, INC STOCK VESTING AGREEMENT
Stock Vesting Agreement • December 29th, 2004 • Threshold Pharmaceuticals Inc • Pharmaceutical preparations • California

This Stock Vesting Agreement (the “Agreement”) is entered into effective December 23, 2004, between Threshold Pharmaceuticals, Inc. (“Threshold” or the “Company”) and George F. Tidmarsh, M.D., Ph.D. (“Tidmarsh”).

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