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Departure of Directors or Certain

Amended and Restated Employment Agreements

eCompany) entered into

amended and restated

employment agreements (

each, a Restated

Employment Agreement) with

each of

:Isaac Ciechanover, M.D., Chief Executive Officer; John McGrath, Chief Financial Officer; Christopher Haqq, M.D., Ph.D., Chief Medi

cal Officer; and Mitchall Clark, Chief Regulatory and Quality Assurance Officer

(each, an Executive)

.The terms of the


Employment Agreements are substantially the same for each of the




, except as otherwise noted below.

The Restated E

mployment Agreements supersede and replace the current employment agreements with each of the Executives, a nd

set forth the following base salaries

for the E

xecutives:Dr.Ciechanover $525,000; Mr. McGrath $345,000; Dr. Haqq $400,000; and Mr. Clark $300,000.In addition to his base salary, Dr. Ciechanover receives a monthly payment in the amount of $4,800.

The Restated

Employment Agreements also provide for annual discretionary bonuses to each E

xecutive of up to the following percentage of the Ex


base salary (each, aTarget Bonus):Dr.Ciechanover 55%; Mr. McGrath 40%; Dr. Haqq 40%; and Mr. Clark 40%.Whether an Executive receives an annual bonus will be determined in the good faith discretion of the Companys board of directo

rs (the Board) or the compensation committee of the Board (theCompensation Committee), based the E


achievement of objectives and milestones to be determined on an annual basis by the Board or the Compensation Committee.

The Restated Employ

ment Agreements further provide that, in the event

an E


employment terminates without Cause (other than as a result of

such E

xecutives death or disability) or as a result of a resignation for Good Reason, more than three (3) months before or

more than twelve (12) months after a Change in Control (each, as defined in the Restated

Employment Agreements), the E

xecutive will be entitled to receive the following payments and benefits, subject to the E

xecutives execution and non-revocation of a

general release of all known and unknown claims in a termination agreement acceptable to the Company (aRelease):(i) severance pay in the form of continuation of the E

xecutives final base salary for nine (9) months (or, for Dr. Ciechanover, severance

pay in the form of a lump sum payment equal to his final base salary for the year in which the termination date occurs); (ii) either (a) subject to the...