January 26, 2007 Corey S. Goodman, Ph.D. Oakland, California 94618 Re: Amended and Restated Employment Agreement Dear Corey:Employment Agreement • February 1st, 2007 • Renovis Inc • Pharmaceutical preparations • California
You and Renovis, Inc. (the “Company”) are parties to an Employment Agreement dated June 8, 2001, as amended on May 1, 2003, amended and restated on April 8, 2005 and amended and restated on September 15, 2006 (the “Employment Agreement”), which sets forth, among other things, the terms of your employment with the Company and certain severance benefits payable to you in the event of a qualifying termination of your employment. This letter (the “Agreement”) amends and restates the Employment Agreement to provide you with additional benefits in the event of certain terminations of your employment in connection with a Change in Control (as defined below). This Agreement supersedes the Employment Agreement and any other agreement or policy to which the Company is a party with respect to your employment with the Company. Notwithstanding the foregoing, your Confidentiality and Proprietary Information Agreement remains in full effect.
RENOVIS, INC. DEFERRED STOCK UNIT AWARD GRANT NOTICE AND DEFERRED STOCK AWARD AGREEMENTDeferred Stock Unit Award Grant Notice and Deferred Stock Award Agreement • February 1st, 2007 • Renovis Inc • Pharmaceutical preparations • Delaware
Renovis, Inc., a Delaware corporation, (the “Company”), pursuant to its 2003 Stock Plan, as amended, (the “Plan”), hereby grants to the individual listed below (“Participant”), an award of units of Deferred Stock (“Deferred Stock Units” or “DSUs”) with respect to the number of shares of Stock set forth below (the “Shares”). This Deferred Stock Unit Award is subject to all of the terms and conditions as set forth herein and in the Deferred Stock Unit Award Agreement attached hereto as Exhibit A (the “Deferred 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 Deferred Stock Unit Agreement.
Date] [Name of Executive Officer] [Address] Re: Amended and Restated Employment Agreement Dear [Name of Executive Officer]:Employment Agreement • February 1st, 2007 • Renovis Inc • Pharmaceutical preparations • California
You and Renovis, Inc. (the “Company”) are parties to an employment agreement dated , as amended and restated on , (“Employment Agreement”), which sets forth, among other things, the terms of your employment with the Company and certain severance benefits payable to you in the event of a qualifying termination of your employment. This letter (the “Agreement”) amends and restates the Employment Agreement to provide you with additional benefits in the event of certain terminations of your employment in connection with a Change in Control (as defined below). This Agreement supersedes the Employment Agreement and any other agreement or policy to which the Company is a party with respect to your employment with the Company. Notwithstanding the foregoing, your Proprietary Information and Inventions Agreement remains in full effect.
