Company letterhead]Change in Control Payment Agreement • December 27th, 2006 • Valera Pharmaceuticals Inc • Pharmaceutical preparations
Reference is made to Sections 6.5(b) and 6.6(b)of your Amended and Restated Employment Agreement entered into on July 5, 2006 (the “Employment Agreement”) pursuant to which you are entitled to receive a lump sum payment equal to the sum of (i) 24 months of your then current Base Salary and (ii) 2 times the highest Annual Bonus you received during the 3 most recently completed fiscal years of the Company (hereinafter referred to as the “Change in Control Payment”), in the event you are terminated by the Company without “Cause” or if you resign for “Good Reason” during the period commencing on the 30th day immediately preceding a “Change in Control” and ending on the first anniversary of the Change in Control. The purpose of this letter is to memorialize your agreement with the Company, as authorized by the Compensation Committee of our Board, to vary the application of Sections 6.5(b) and 6.6(b) of your Employment Agreement. Except as otherwise noted herein, capitalized terms used herei
