0001193125-08-161501 Sample Contracts

Form of Agreements for the 2008 Equity Incentive Plan PAIN THERAPEUTICS, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • July 30th, 2008 • Pain Therapeutics Inc • Pharmaceutical preparations • California

Unless otherwise defined herein, the terms defined in the Pain Therapeutics, Inc. 2008 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).

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PAIN THERAPEUTICS, INC. RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • July 30th, 2008 • Pain Therapeutics Inc • Pharmaceutical preparations • California

Unless otherwise defined herein, the terms defined in the Pain Therapeutics, Inc. 2008 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Award Agreement (the “Award Agreement”).

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PAIN THERAPEUTICS, INC. STOCK OPTION AWARD AGREEMENT
Stock Option Award Agreement • July 30th, 2008 • Pain Therapeutics Inc • Pharmaceutical preparations • California

Unless otherwise defined herein, the terms defined in the Pain Therapeutics, Inc. 2008 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).

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PAIN THERAPEUTICS, INC. PERFORMANCE SHARE AWARD AGREEMENT
Performance Share Award Agreement • July 30th, 2008 • Pain Therapeutics Inc • Pharmaceutical preparations • California

Unless otherwise defined herein, the terms defined in the 2008 Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Performance Share Award Agreement (the “Award Agreement”).

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