0001193125-16-763095 Sample Contracts

PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT INDUCEMENT AWARD
Performance-Based Restricted Stock Unit Award Agreement • November 8th, 2016 • pSivida Corp. • Laboratory analytical instruments

Pursuant to this agreement (this “Agreement”), pSivida Corp., a Delaware corporation (the “Company”), hereby grants an award (the “Award”) of performance-based restricted stock units (the “Restricted Stock Units”) to the Grantee named above, subject to approval by the Company’s shareholders. The Award is granted to the Grantee in connection with her entering into Employment with the Company and is regarded by the parties as an inducement material to the Grantee’s entering into Employment within the meaning of NASDAQ Listing Rule 5635(c).

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September 15, 2016 Nancy Lurker Peapack, NJ 07977 Dear Ms. Lurker:
Employment Agreement • November 8th, 2016 • pSivida Corp. • Laboratory analytical instruments • Delaware

This letter (the “Agreement”) will confirm our offer to you of employment with pSivida Corp. (the “Company”), under the terms and conditions that follow.

AGREEMENT
Indemnification & Liability • November 8th, 2016 • pSivida Corp. • Laboratory analytical instruments • Delaware

This Agreement, made and entered into on , 20 (“Agreement”), by and between pSivida Corp., a Delaware corporation (“Company”), and (“Indemnitee”):

October 31, 2016 Dear Ms. Jorn:
Employment Agreement • November 8th, 2016 • pSivida Corp. • Laboratory analytical instruments • Massachusetts

This letter (the “Agreement”) will confirm our offer to you of employment with pSivida Corp. (the “Company”), under the terms and conditions that follow.

September 20, 2016 By hand delivery Dr. Paul Ashton Dear Paul:
Separation Agreement • November 8th, 2016 • pSivida Corp. • Laboratory analytical instruments • Massachusetts

As we have discussed, you have resigned from pSivida Corp. (the “Company”) as Chief Executive Officer and as a member of the Board of Directors of the Company effective September 14, 2016, and as a result your employment with the Company will terminate, effective as of September 14, 2016 (the “Separation Date”). The purpose of this letter (this “Agreement”) is to confirm the terms concerning your separation from employment, as follows:

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