Exhibit 10.6

 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN

 

NOTICE OF OPTION GRANT

 

You have been granted the following option to purchase Ordinary Shares of Theravance Biopharma, Inc. (the “Company”):

 

	
Name of Optionee:
    	
 
    	
«First» «Last»
    
	
 
    	
 
    	
 
    
	
ID Number:
    	
 
    	
«ID»
    
	
 
    	
 
    	
 
    
	
Total   Number of Shares:
    	
 
    	
«Shares»
    
	
 
    	
 
    	
 
    
	
Type   of Option:
    	
 
    	
Nonstatutory   Option
    
	
 
    	
 
    	
 
    
	
Grant   Number:
    	
 
    	
«Number»
    
	
 
    	
 
    	
 
    
	
Exercise   Price Per Share:
    	
 
    	
«Price»
    
	
 
    	
 
    	
 
    
	
Date of Grant:
    	
 
    	
«Grant_Date»
    
	
 
    	
 
    	
 
    
	
Vesting Schedule:
    	
 
    	
This   option shall vest and become exercisable with respect to the first 25% of the   Ordinary Shares subject to this option when you complete 12 months of   continuous service as an Employee or Consultant (“Service”) following the   Date of Grant. This option shall vest and become exercisable with respect to   an additional 1/48th of the Ordinary Shares subject to this   option when you complete each month of continuous Service thereafter.    The option shall be fully vested and exercisable on the 4-year anniversary of   the Date of Grant provided you have remained in continuous Service   through such date.
    
	
 
    	
 
    	
 
    
	
Expiration   Date:
    	
 
    	
«Expiration_Date». This option expires   earlier if your Service terminates earlier, as described in the Option   Agreement, and may be terminated sooner in connection with certain corporate   transactions as provided in Article XI of the Plan.
    


 

You and the Company agree that this option is granted under and governed by the terms and conditions of the Option Agreement, which is attached to and made a part of this document, and the 2013 Equity Incentive Plan (the “Plan”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

 

You further agree that the Company may deliver by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web site, it will notify you by email.

 











 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN

 

OPTION AGREEMENT

 

	
Grant   of Option
    	
 
    	
Subject   to all of the terms and conditions set forth in the Notice of Option Grant,   this Option Agreement (the “Agreement”)   and the Plan, the Company has granted you an option to purchase up to the   total number of shares specified in the Notice of Option Grant at the   exercise price indicated in the Notice of Option Grant.
    
	
 
    	
 
    	
 
    
	
Tax   Treatment
    	
 
    	
This   option is intended to be a nonstatutory option, as provided in the Notice of   Option Grant.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
This option vests and becomes exercisable as shown in the Notice of   Option Grant.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
This option shall vest and become exercisable in full if the Company   is subject to a “Change in Control”   (as defined in the Plan) before your Service terminates and this option is   not assumed or replaced with a new award as set forth in Section 10.1 of   the Plan.  In addition, this option   shall vest and become exercisable in full if the Company is subject to a   Change in Control before your Service terminates, and you are subject to an   Involuntary Termination (as defined below) within 24 months after the Change   in Control.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For purposes of this Agreement, “Cause” shall   mean (i) the unauthorized use or disclosure of the confidential   information or trade secrets of the Company, a Parent, a Subsidiary or an   Affiliate, which use causes material harm to the Company, a Parent, a   Subsidiary or an Affiliate, (ii) conviction of a felony under the laws   of the United States or any state thereof, (iii) gross negligence or   (iv) repeated failure to perform lawful assigned duties for thirty days   after receiving written notification from the Board of Directors.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For purposes of this Agreement, “Involuntary Termination”   means the termination of your Service by reason of:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)          an involuntary dismissal   or discharge by the Company (or Parent, Subsidiary or Affiliate employing   you) for reasons other than for Cause; or
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)          your voluntary resignation   following one of the following that is effected by the Company (or the   Parent, Subsidiary or Affiliate employing you) without your consent   (i) a change in your position with the Company (or Parent, Subsidiary or   Affiliate employing you) which materially reduces your level of   responsibility, (ii) a material reduction in your base
    


 











 

	
 
    	
 
    	
compensation or (iii) a relocation of your workplace by more   than fifty miles from your workplace immediately prior to the Change in   Control that also materially increases your one-way commute. In order for   your resignation under clause (b) to constitute an “Involuntary   Termination,” all of the following requirements must be satisfied:   (1) you must provide notice to the Company of your intent to resign and   assert an Involuntary Termination pursuant to clause (b) within 90 days   of the initial existence of one or more of the conditions set forth in   subclauses (i) through (iii), (2) the Company (or the Parent,   Subsidiary or Affiliate employing you) will have 30 days from the date of   such notice to remedy the condition and, if it does so, you may withdraw your   resignation or resign without any vesting acceleration, and (3) any   termination of Service under clause (b) must occur within two years of   the initial existence of one or more of the conditions set forth in   subclauses (i) through (iii).    Should the Company (or the Parent, Subsidiary or Affiliate employing   you) remedy the condition as set forth above and then one or more of the   conditions arises again within two years following the occurrence of a Change   in Control, you may assert clause (b) again subject to all of the   conditions set forth herein.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For purposes of this Agreement, “Service”   means your service as an Employee or Consultant.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding the foregoing, if you are or become eligible to   participate in the Company’s Change in Control Severance Plan (the “Severance Plan”), the vesting acceleration provisions in   the Severance Plan shall apply instead of those contained herein.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
No additional shares will vest or become exercisable after your   Service has terminated for any reason, except as set forth in the Severance   Plan to the extent you are eligible for benefits thereunder.
    
	
 
    	
 
    	
 
    
	
Term
    	
 
    	
This   option expires in any event at the close of business at Company headquarters   on the day before the 10th anniversary of the Date of   Grant, as shown in the Notice of Option Grant.  (This option will expire earlier if your   Service terminates, as described below, and this option may be terminated   sooner as provided in Article XI of the Plan.)
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You   may exercise this option, to the extent vested and exercisable, at any time   before its expiration or termination pursuant to this Agreement or the Plan.
    
	
 
    	
 
    	
 
    
	
Termination   of Service
    	
 
    	
If   your Service terminates for any reason, this option will expire to the extent   it is unvested as of your termination date and does not vest as a result of   your termination of Service.  The   Company determines when your Service terminates for all purposes of this   option.
    


 

3











 

	
Regular   Termination
    	
 
    	
If   your Service terminates for any reason except death or total and permanent   disability, then this option, to the extent vested as of your termination   date, will expire at the close of business at Company headquarters on the   date three months after your termination date. 
    
	
 
    	
 
    	
 
    
	
Death/Disability
    	
 
    	
If your Service terminates because of your death or due to your total   and permanent disability, then this option, to the extent vested as of your   termination date, will expire at the close of business at Company   headquarters on the date 12 months after your termination date.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For   all purposes under this Agreement, “total and permanent disability” means   that you are unable to engage in any substantial gainful activity by reason   of any medically determinable physical or mental impairment which can be   expected to result in death or which has lasted, or can be expected to last,   for a continuous period of not less than one year.
    
	
 
    	
 
    	
 
    
	
Leaves   of Absence and Part-Time Work
    	
 
    	
For purposes of this option, your Service does not terminate when you   go on a military leave, a sick leave or another bona fide   leave of absence, if the leave was approved by the Company (or Parent,   Subsidiary or Affiliate employing you) in writing.  But your Service terminates when the   approved leave ends, unless you immediately return to active work.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If you go on a leave of absence, then the vesting schedule specified   in the Notice of Option Grant may be adjusted in accordance with the   Company’s leave of absence policy or the terms of your leave.  If you and the Company (or Parent,   Subsidiary or Affiliate employing you) agree to a reduction in your scheduled   work hours, then the Company reserves the right to modify the rate at which   this option vests, so that the rate of vesting is commensurate with your   reduced work schedule.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Company shall not be required to adjust any vesting schedule   pursuant to this subsection.
    
	
 
    	
 
    	
 
    
	
Restrictions   on Exercise
    	
 
    	
The Company will not permit you to exercise this option if the   issuance of shares at that time would violate any law or regulation.
    
	
 
    	
 
    	
 
    
	
Notice   of Exercise
    	
 
    	
When you wish to exercise this option, you must notify the Company by   filing the proper “Notice of Exercise” form at the address given on the   form.  Your notice must specify how   many shares you wish to purchase.  Your   notice must also specify how your shares should be registered.  The notice will be effective when the   Company receives it.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
However, if you wish to exercise this option by executing a same-day   sale (as described below), you must follow the instructions of the Company   and the broker who will execute the sale.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If someone else wants to exercise this option after your death, that   person must prove to the Company’s satisfaction that he or she is entitled to   do so.
    


 

4











 

	
 
    	
 
    	
In no event may this option be exercised for any fractional shares.
    
	
 
    	
 
    	
 
    
	
Form of   Payment
    	
 
    	
When you submit your notice of exercise, you must include payment of   the option exercise price for the shares that you are purchasing.  To the extent permitted by applicable law,   payment may be made in one (or a combination of two or more) of the following   forms:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                       Your personal   check, a cashier’s check, a money order or by wire transfer.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                       Irrevocable   directions to a securities broker approved by the Company to sell all or part   of your option shares and to deliver to the Company from the sale proceeds an   amount sufficient to pay the option exercise price and any withholding   taxes.  (The balance of the sale   proceeds, if any, will be delivered to you.)    The directions must be given in accordance with the instructions of   the Company and the broker.  This   exercise method is sometimes called a “same-day sale.”
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                       With the   Company’s consent (which may be granted by the Compensation Committee of the   Board of Directors or, if applicable, by the Equity Award Committee of the   Board of Directors), irrevocable directions to a securities broker or lender   approved by the Company to pledge option shares as security for a loan and to   deliver to the Company from the loan proceeds an amount sufficient to pay the   option exercise price and any withholding taxes.  The directions must be given in accordance   with the instructions of the Company and the broker or lender.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                       With the   Company’s consent (which may be granted by the Compensation Committee of the   Board of Directors or, if applicable, by the Equity Award Committee of the   Board of Directors), Ordinary Shares that you own, along with any forms   needed to effect a transfer of those shares to the Company.  The value of the shares, determined as of   the effective date of the option exercise, will be applied to the option   exercise price.  Instead of   surrendering Ordinary Shares, you may attest to the ownership of those shares   on a form provided by the Company and have the same number of shares   subtracted from the option shares issued to you.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·                       With the   Company’s consent (which may be granted by the Compensation Committee of the   Board of Directors or, if applicable, by the Equity Award Committee of the   Board of Directors), by having the Company withhold Ordinary Shares that   would otherwise be issued on exercise of the option.  The value of the withheld shares,   determined as of the effective date of the option exercise, will be applied   to the option exercise price. This exercise method is sometimes referred to   as a “net exercise.”  
    


 

5











 

	
Withholding   Taxes and Share Withholding
    	
 
    	
You will not be allowed to exercise this option unless you make arrangements   acceptable to the Company (and/or the Parent, Subsidiary or Affiliate   employing you) to pay any withholding taxes that may be due as a result of   the option exercise (“Tax Withholding Obligations”).  These arrangements include payment in cash   or via the same-day sale method described above.  With the Company’s consent (which may be   granted by the Compensation Committee of the Board of Directors or, if   applicable, by the Equity Award Committee of the Board of Directors), these   arrangements may also include withholding shares that otherwise would be   issued to you when you exercise this option.    The value of these shares, determined as of the effective date of the   option exercise, will be applied to the Tax Withholding Obligations.
    
	
 
    	
 
    	
 
    
	
Automatic   Exercise at End of Option Term
    	
 
    	
This option, to the extent then outstanding, will be automatically   exercised as to all then-vested Shares at 9:00 am Pacific Time on the fourth   trading day preceding the expiration date set forth in the Notice of Option   Grant if the per share exercise price of the option is at least 1% below the   Fair Market Value of an Ordinary Share at such time.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In the event of an automatic exercise, you authorize the Company to   instruct the broker whom it has selected for this purpose to sell a number of   Ordinary Shares to be issued upon exercise of the option necessary to   generate cash proceeds to cover the exercise price for the exercised shares   and the Tax Withholding Obligations in connection with such exercise (the   “Exercise Costs”).  Such sales shall be   effected at a market price following the date that the option is exercised.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You acknowledge that the proceeds of any such sale may not be   sufficient to satisfy the Exercise Costs.    To the extent the proceeds from such sale are insufficient to cover   the Exercise Costs, the Company (or Parent, Subsidiary or Affiliate employing   you) may in its discretion (a) withhold the balance of the Exercise   Costs from your wages or other cash compensation paid to you by the Company   (or Parent, Subsidiary or Affiliate employing you) and/or (b) satisfy   the Exercise Costs by means of a net-exercise arrangement, provided that in   the case of the Tax Withholding Obligations the Company only withholds an   amount of shares not in excess of the amount necessary to satisfy the minimum   withholding amount.  The fair market   value of the withheld shares, determined as of the date of exercise, will be   applied against the Exercise Costs.  If   the Company satisfies the Exercise Costs by means of a net-exercise   arrangement as described above, you are deemed to have been issued the full   number of shares subject to the option so exercised.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You acknowledge that the instruction to the broker to sell in the   foregoing section is intended to comply with the requirements of   Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934   (the “Exchange Act”), and to be interpreted to comply with the requirements   of Rule 10b5-1(c)(1) under the Exchange Act (a “10b5-1 Plan”).  This 10b5-1 Plan is adopted to be effective   as of the first day of the Company’s first open 
    


 

6











 

	
 
    	
 
    	
trading window following the date on which shares subject to this   option first become vested.  This   10b5-1 Plan is being adopted to permit you to sell a number of shares issued   upon exercise of the option sufficient to pay the Exercise Costs.  You hereby appoint the Company as your agent   and attorney-in-fact to instruct the broker with respect to the number of   shares to be sold under this 10b5-1 Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You hereby authorize the broker to sell the number of Ordinary Shares   determined as set forth above and acknowledge that the broker is under no   obligation to arrange for such sale at any particular price.  You acknowledge that the broker may   aggregate your sales with sales occurring on the same day that are effected   on behalf of other Company employees pursuant to sales of shares vesting   under Company options or restricted share unit awards and your proceeds will   be based on a blended price for all such sales.  You acknowledge that you will be   responsible for all brokerage fees and other costs of sale, and you agree to   indemnify and hold the Company harmless from any losses, costs, damages or   expenses relating to any such sale.    You acknowledge that it may not be possible to sell Ordinary Shares   during the term of this 10b5-1 Plan due to (a) a legal or contractual   restriction applicable to you or to the broker, (b) a market disruption,   (c) rules governing order execution priority on the Nasdaq Global   Market, (d) a sale effected pursuant to this 10b5-1 Plan that fails to   comply (or in the reasonable opinion of the broker’s counsel is likely not to   comply) with Rule 144 under the Securities Act of 1933, if applicable,   or (e) if the Company determines that sales may not be effected under this   10b5-1 Plan.  You acknowledge that this   10b5-1 Plan is subject to the terms of any policy adopted now or hereafter by   the Company governing the adoption of 10b5-1 plans.  
    
	
 
    	
 
    	
 
    
	
Restrictions   on Resale
    	
 
    	
You agree not to sell any option shares at a time when applicable   laws, Company policies (including the Company’s Insider Trading Policy, a   copy of which can be found on the Company’s intranet) or an agreement between   the Company and its underwriters prohibit a sale.  This restriction will apply as long as your   Service continues and for such period of time after the termination of your   Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
Transfer   of Option
    	
 
    	
Prior to your death, only you may exercise this option.  You cannot transfer or assign this   option.  For instance, you may not sell   this option or use it as security for a loan.    If you attempt to do any of these things, this option will immediately   become invalid.  You may, however,   dispose of this option in your will or a beneficiary designation.  A beneficiary designation must be filed   with the Company on the proper form.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Regardless of any marital property settlement agreement, the Company   is not obligated to honor a notice of exercise from your former spouse, nor   is the Company obligated to recognize your former spouse’s interest in your   option in any other way.
    


 

7











 

	
No   Retention Rights
    	
 
    	
Your option or this Agreement does not give you the right to be   retained by the Company, a Parent, Subsidiary or Affiliate in any   capacity.  The Company and its Parents,   Subsidiaries and Affiliates reserve the right to terminate your Service at   any time, with or without cause. 
    
	
 
    	
 
    	
 
    
	
Shareholder   Rights
    	
 
    	
You, or your estate or heirs, have no rights as a shareholder of the   Company until this option has been exercised by giving the required notice to   the Company, paying the exercise price, satisfying any Tax Withholding   Obligations and being registered on the register of members of the   Company.  No adjustments are made for   dividends or other rights if the applicable record date occurs before   exercise of this option, except as described in the Plan. 
    
	
 
    	
 
    	
 
    
	
Recoupment   Policy
    	
 
    	
This option, and the shares acquired upon exercise of this option,   shall be subject to any Company recoupment policy in effect from time to   time.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a share split, a share dividend or a similar change   in the Ordinary Shares, the number of shares covered by this option and the   exercise price per share may be adjusted pursuant to the Plan.
    
	
 
    	
 
    	
 
    
	
Effect   of Significant Corporate Transactions
    	
 
    	
If the Company is a party to a merger, consolidation or certain   change in control transactions, then this option will be subject to the   applicable provisions of Article XI of the Plan.
    
	
 
    	
 
    	
 
    
	
Applicable   Law
    	
 
    	
This Agreement will be interpreted and enforced under the laws of the   Cayman Islands (without regard to its choice-of-law provisions).
    
	
 
    	
 
    	
 
    
	
The   Plan and Other Agreements
    	
 
    	
The text of the Plan is incorporated in this Agreement by   reference.  A copy of the Plan is   available on the Company’s intranet or by request to the Finance   Department.  Capitalized terms not   otherwise defined herein shall have the meanings ascribed to such terms in   the Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
This Agreement, the Notice of Option Grant, and the Plan constitute   the entire understanding between you and the Company regarding this   option.  Any prior agreements,   commitments or negotiations concerning this option are superseded.  This Agreement may be amended only by   another written agreement between the parties.
    


 

BY ACCEPTING THIS OPTION GRANT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

8









 

[Director Initial and Annual Grants]

 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN

 

NOTICE OF OPTION GRANT

 

You have been granted the following option to purchase Ordinary Shares of Theravance Biopharma, Inc. (the “Company”):

 

	
Name of Optionee:
    	
 
    	
«First» «Last»
    
	
 
    	
 
    	
 
    
	
ID Number:
    	
 
    	
«ID»
    
	
 
    	
 
    	
 
    
	
Total   Number of Shares:
    	
 
    	
«Shares»
    
	
 
    	
 
    	
 
    
	
Type   of Option:
    	
 
    	
Nonstatutory   Option
    
	
 
    	
 
    	
 
    
	
Grant   Number:
    	
 
    	
«Number»
    
	
 
    	
 
    	
 
    
	
Exercise   Price Per Share:
    	
 
    	
«Price»
    
	
 
    	
 
    	
 
    
	
Date of Grant:
    	
 
    	
«Grant_Date»
    
	
 
    	
 
    	
 
    
	
Vesting Schedule:
    	
 
    	
[Initial Grant: This option shall vest and become   exercisable as to 1/24th of the Ordinary Shares subject to this   option when you complete each month of continuous service as an Outside   Director (“Service”) following the Date of Grant.] [Annual Grant: This option   shall vest and become exercisable as to 1/12th of the Ordinary Shares subject to this   option when you complete each month of continuous service as an Outside   Director (“Service”) following the Date of Grant. In addition, this option   shall vest and become exercisable in full on the date of the Company’s   20     Annual Meeting of Shareholders, provided you   remain in continuous Service through such date.]
    
	
 
    	
 
    	
 
    
	
Expiration   Date:
    	
 
    	
«Expiration_Date». This option expires   earlier if your Service terminates earlier, as described in the Option   Agreement, and may be terminated sooner in connection with certain corporate   transactions as provided in Article XI of the Plan.
    


 

You and the Company agree that this option is granted under and governed by the terms and conditions of the Option Agreement, which is attached to and made a part of this document, and the 2013 Equity Incentive Plan (the “Plan”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

 

You further agree that the Company may deliver by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web site, it will notify you by email.

 











 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN

 

OPTION AGREEMENT

 

	
Grant   of Option
    	
 
    	
Subject   to all of the terms and conditions set forth in the Notice of Option Grant,   this Option Agreement (the “Agreement”)   and the Plan, the Company has granted you an option to purchase up to the   total number of shares specified in the Notice of Option Grant at the   exercise price indicated in the Notice of Option Grant.
    
	
 
    	
 
    	
 
    
	
Tax   Treatment
    	
 
    	
This   option is intended to be a nonstatutory option, as provided in the Notice of   Option Grant.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
This   option vests and becomes exercisable as shown in the Notice of Option Grant. 

 

This   option shall vest and become exercisable in full if the Company is subject to   a “Change in Control” (as defined in the   Plan) before your Service terminates or upon your death. 

 

For   purposes of this Agreement, “Service”   means your service as an Outside Director.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
This   option will in no event become exercisable for additional shares after your   Service has terminated for any reason except as set forth above.
    
	
 
    	
 
    	
 
    
	
Term
    	
 
    	
This   option expires in any event at the close of business at Company headquarters   on the day before the 10th anniversary of the Date of   Grant, as shown in the Notice of Option Grant. (This option will expire   earlier if your Service terminates, as described below, and this option may   be terminated sooner as provided in Article XI of the Plan.) 

 

You   may exercise this option, to the extent vested and exercisable, at any time   before its expiration or termination pursuant to this Agreement or the Plan.
    
	
 
    	
 
    	
 
    
	
Termination   of Service
    	
 
    	
If   your Service terminates for any reason, this option will expire immediately   to the extent it is unvested as of your termination date and does not vest as   a result of your termination of Service. The Company determines when your   Service terminates for all purposes of this option. 

 

If   your Service terminates for any reason except a termination for Cause, then   this option, to the extent vested as of your termination date, will expire at   the close of business at Company headquarters on the date 36 months after   your termination date. If your Service terminates for Cause, then this option   will expire on your termination date. 
    


 











 

	
 
    	
 
    	
For   purposes of this Agreement, “Cause” shall mean (i) the unauthorized use   or disclosure of the confidential information or trade secrets of the   Company, a Parent, a Subsidiary or an Affiliate, which use causes material   harm to the Company, a Parent, a Subsidiary or an Affiliate,   (ii) conviction of a felony under the laws of the United States or any state   thereof, (iii) gross negligence or (iv) repeated failure to perform   lawful assigned duties for thirty days after receiving written notification   from the Board of Directors.
    
	
 
    	
 
    	
 
    
	
Restrictions   on Exercise
    	
 
    	
The   Company will not permit you to exercise this option if the issuance of shares   at that time would violate any law or regulation.
    
	
 
    	
 
    	
 
    
	
Notice   of Exercise
    	
 
    	
When   you wish to exercise this option, you must notify the Company by filing the   proper “Notice of Exercise” form at the address given on the form. Your   notice must specify how many shares you wish to purchase. Your notice must   also specify how your shares should be registered. The notice will be   effective when the Company receives it. 

 

However,   if you wish to exercise this option by executing a same-day sale (as   described below), you must follow the instructions of the Company and the   broker who will execute the sale. 

 

If   someone else wants to exercise this option after your death, that person must   prove to the Company’s satisfaction that he or she is entitled to do so. 

 

In   no event may this option be exercised for any fractional shares.
    
	
 
    	
 
    	
 
    
	
Form of   Payment
    	
 
    	
When   you submit your notice of exercise, you must include payment of the option   exercise price for the shares that you are purchasing. To the extent   permitted by applicable law, payment may be made in one (or a combination of   two or more) of the following forms: 

 

·      Your personal check, a cashier’s check, a money   order or by wire transfer. 

 

·      Irrevocable directions to a securities broker approved by the   Company to sell all or part of your option shares and to deliver to the   Company from the sale proceeds an amount sufficient to pay the option   exercise price and any withholding taxes. (The balance of the sale proceeds,   if any, will be delivered to you.) The directions must be given in accordance   with the instructions of the Company and the broker. This exercise method is   sometimes called a “same-day sale.” 

 

·      With the   Company’s consent (which may be granted by the Board of Directors or the   Compensation Committee of the Board of Directors), Ordinary Shares that you   own, along with any forms needed to effect a transfer of those shares to the   Company. The value of the shares, determined as of the effective date of the   option exercise, will be applied to the option exercise price. Instead of   surrendering 
    


 

3











 

	
 
    	
 
    	
Ordinary   Shares, you may attest to the ownership of those shares on a form provided by   the Company and have the same number of shares subtracted from the option   shares issued to you. 

 

·      With the Company’s consent (which may be   granted by the Board of Directors or the Compensation Committee of the Board   of Directors), by having the Company withhold Ordinary Shares that would   otherwise be issued on exercise of the option. The value of the withheld   shares, determined as of the effective date of the option exercise, will be   applied to the option exercise price. This exercise method is sometimes   referred to as a “net exercise.”
    
	
 
    	
 
    	
 
    
	
Withholding   Taxes and Share Withholding
    	
 
    	
You   will not be allowed to exercise this option unless you make arrangements   acceptable to the Company to pay any withholding taxes that may be due as a   result of the option exercise (“Tax Withholding Obligations”). These   arrangements include payment in cash or via the same-day sale method   described above. With the Company’s consent (which may be granted by the   Board of Directors or the Compensation Committee of the Board of Directors),   these arrangements may also include withholding shares that otherwise would   be issued to you when you exercise this option. The value of these shares,   determined as of the effective date of the option exercise, will be applied   to the Tax Withholding Obligations.
    
	
 
    	
 
    	
 
    
	
Automatic   Exercise at End of Option Term
    	
 
    	
This   option, to the extent then outstanding, will be automatically exercised as to   all then-vested Shares at 9:00 a.m. San Francisco, CA Time on the fourth   trading day preceding the expiration date set forth in the Notice of Option   Grant if the per share exercise price of the option is at least 1% below the   Fair Market Value of an Ordinary Share at such time. 

 

In   the event of an automatic exercise, you authorize the Company to instruct the   broker whom it has selected for this purpose to sell a number of Ordinary   Shares to be issued upon exercise of the option necessary to generate cash   proceeds to cover the exercise price for the exercised shares and the Tax   Withholding Obligations, if any, in connection with such exercise (the   “Exercise Costs”). Such sales shall be effected at a market price following   the date that the option is exercised. 

 

You   acknowledge that the proceeds of any such sale may not be sufficient to   satisfy the Exercise Costs. To the extent the proceeds from such sale are   insufficient to cover the Exercise Costs, the Company may in its discretion   (a) withhold the balance of the Exercise Costs from the cash   compensation paid to you by the Company and/or (b) satisfy the Exercise   Costs by means of a net-exercise arrangement, provided that in the case of   the Tax Withholding Obligations the Company only withholds an amount of   shares not in excess of the amount necessary to satisfy the minimum   withholding amount. The fair market value of the withheld shares, determined   as of the date of exercise, will be applied against the Exercise 
    


 

4











 

	
 
    	
 
    	
Costs.   If the Company satisfies the Exercise Costs by means of a net-exercise   arrangement as described above, you are deemed to have been issued the full   number of shares subject to the option so exercised. 

 

You   acknowledge that the instruction to the broker to sell in the foregoing   section is intended to comply with the requirements of   Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934   (the “Exchange Act”), and to be interpreted to comply with the requirements   of Rule 10b5-1(c)(1) under the Exchange Act (a “10b5-1 Plan”). This   10b5-1 Plan is adopted to be effective as of the first day of the Company’s   first open trading window following the date on which shares subject to this   option first become vested. This 10b5-1 Plan is being adopted to permit you   to sell a number of shares issued upon exercise of the option sufficient to   pay the Exercise Costs. You hereby appoint the Company as your agent and   attorney-in-fact to instruct the broker with respect to the number of shares   to be sold under this 10b5-1 Plan. 

 

You   hereby authorize the broker to sell the number of Ordinary Shares determined   as set forth above and acknowledge that the broker is under no obligation to   arrange for such sale at any particular price. You acknowledge that the   broker may aggregate your sales with sales occurring on the same day that are   effected on behalf of other individuals providing service to the Company   pursuant to sales of shares vesting under Company options or restricted share   unit awards and your proceeds will be based on a blended price for all such   sales. You acknowledge that you will be responsible for all brokerage fees   and other costs of sale, and you agree to indemnify and hold the Company   harmless from any losses, costs, damages or expenses relating to any such   sale. You acknowledge that it may not be possible to sell Ordinary Shares   during the term of this 10b5-1 Plan due to (a) a legal or contractual   restriction applicable to you or to the broker, (b) a market disruption,   (c) rules governing order execution priority on the Nasdaq Global   Market, (d) a sale effected pursuant to this 10b5-1 Plan that fails to   comply (or in the reasonable opinion of the broker’s counsel is likely not to   comply) with Rule 144 under the Securities Act of 1933, if applicable,   or (e) if the Company determines that sales may not be effected under   this 10b5-1 Plan. You acknowledge that this 10b5-1 Plan is subject to the   terms of any policy adopted now or hereafter by the Company governing the   adoption of 10b5-1 plans.
    
	
 
    	
 
    	
 
    
	
Restrictions   on Resale
    	
 
    	
You   agree not to sell any option shares at a time when applicable laws, Company policies   (including the Company’s Insider Trading Policy, a copy of which can be found   on the Company’s intranet) or an agreement between the Company and its   underwriters prohibit a sale. This restriction will apply as long as your   Service continues and for such period of time after the termination of your   Service as the Company may specify.
    


 

5











 

	
Transfer   of Option
    	
 
    	
Prior   to your death, only you may exercise this option. You cannot transfer or   assign this option. For instance, you may not sell this option or use it as   security for a loan. If you attempt to do any of these things, this option   will immediately become invalid. You may, however, dispose of this option in   your will or a beneficiary designation. A beneficiary designation must be   filed with the Company on the proper form.

 

Regardless   of any marital property settlement agreement, the Company is not obligated to   honor a notice of exercise from your former spouse, nor is the Company obligated   to recognize your former spouse’s interest in your option in any other way.
    
	
 
    	
 
    	
 
    
	
No   Retention Rights
    	
 
    	
Your   option or this Agreement does not give you the right to be retained by the   Company, a Parent, Subsidiary or Affiliate in any capacity. The Company and   its Parents, Subsidiaries and Affiliates reserve the right to terminate your   Service at any time, with or without cause. Nor shall this Agreement in any   way be construed or interpreted so as to affect adversely or otherwise impair   the right of the Company or its shareholders to remove you from the Board of   Directors at any time in accordance with the provisions of applicable law.
    
	
 
    	
 
    	
 
    
	
Shareholder   Rights
    	
 
    	
You,   or your estate or heirs, have no rights as a shareholder of the Company until   this option has been exercised by giving the required notice to the Company,   paying the exercise price, satisfying any Tax Withholding Obligations and   being registered on the register of members of the Company. No adjustments   are made for dividends or other rights if the applicable record date occurs   before exercise of this option, except as described in the Plan.
    
	
 
    	
 
    	
 
    
	
Recoupment   Policy
    	
 
    	
This   option, and the shares acquired upon exercise of this option, shall be   subject to any Company recoupment policy in effect from time to time.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In   the event of a share split, a share dividend or a similar change in the Ordinary   Shares, the number of shares covered by this option and the exercise price   per share may be adjusted pursuant to the Plan.
    
	
 
    	
 
    	
 
    
	
Effect   of Significant Corporate Transactions
    	
 
    	
If   the Company is a party to a merger, consolidation or certain change in   control transactions, then this option will be subject to the applicable   provisions of Article XI of the Plan.
    
	
 
    	
 
    	
 
    
	
Applicable   Law
    	
 
    	
This   Agreement will be interpreted and enforced under the laws of the Cayman   Islands (without regard to its choice-of-law provisions).
    
	
 
    	
 
    	
 
    
	
The   Plan and Other Agreements
    	
 
    	
The   text of the Plan is incorporated in this Agreement by reference. A copy of   the Plan is available on the Company’s intranet or by request to the Finance   Department. Capitalized terms not otherwise defined herein shall have the   meanings ascribed to such terms in the Plan. 

 

This   Agreement, the Notice of Option Grant, and the Plan constitute the 
    


 

6











 

	
 
    	
 
    	
entire   understanding between you and the Company regarding this option. Any prior   agreements, commitments or negotiations concerning this option are   superseded. This Agreement may be amended only by another written agreement   between the parties.
    


 

BY ACCEPTING THIS OPTION GRANT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

7









 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN
 NOTICE OF RESTRICTED SHARE AWARD

 

You have been granted restricted shares of the Ordinary Shares of Theravance Biopharma, Inc. (the “Company”) on the following terms:

 

Name of Recipient:                                                                                                                                     «Name»

 

Total Number of Shares Granted:                                                          «TotalShares»

 

Date of Grant:                                                                                                                                                                «DateGrant»

 

Vesting Schedule:

 

Vesting of the shares is dependent upon continuous service as an Employee or Consultant (“Service”) throughout the vesting period.  The shares will vest as follows:  25% on <<InitialVestDate>>; 6.25% on <<SecondVestDate>>; and an additional 6.25% on the final day of each 3-month period thereafter, provided that you remain in continuous Service through such date.

 

You and the Company agree that these shares are granted under and governed by the terms and conditions of the Theravance Biopharma, Inc. 2013 Equity Incentive Plan (the “Plan”) and of the Restricted Share Agreement (the “Agreement”) that is attached to and made a part of this document.  Capitalized terms not defined herein have the meaning ascribed to such terms in the Plan.

 

You further agree that the Company may deliver by email all documents relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web site, it will notify you by email.

 

You agree to cover the applicable withholding taxes as set forth more fully herein.  In connection with your receipt of these shares, you are simultaneously entering into a trading arrangement that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934 (a “10b5-1 Plan”).  As of the date of the Agreement, you are not aware of any material nonpublic information concerning the Company or its securities, or, as of the date any sales are effected pursuant to the 10b5-1 Plan, you will not effect such sales on the basis of material nonpublic information about the securities or the Company of which you were aware at the time you entered into the Agreement.

 











 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN:
 RESTRICTED SHARE AGREEMENT

 

	
Payment   for Shares
    	
 
    	
The shares have been awarded to you in consideration of your past   service to the Company and no payment is required for the shares that you are   receiving, except for satisfying any withholding taxes that may be due as a   result of the grant of this award or the vesting or transfer of the shares. 
    
	
 
    	
 
    	
 
    
	
Transfer
    	
 
    	
On the terms and conditions set forth in the Notice of Restricted   Share Award, this Restricted Share Agreement (the “Agreement”)   and the Plan, the Company agrees to issue to you the number of shares of its Ordinary   Shares set forth in the Notice of Restricted Share Award.  
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The shares will vest as shown in the Notice of Restricted Share   Award.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In addition, the shares will vest in full if the Company is subject   to a “Change in Control” (as defined in the   Plan) before your Service terminates and the shares are not assumed or   replaced with a new award as set forth in Section 10.1 of the Plan.  In addition, the shares shall vest in full   if the Company is subject to a Change in Control before your Service terminates,   and you are subject to an Involuntary Termination (as defined below) within   24 months after the Change in Control.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For purposes of this Agreement, “Cause” means   (i) the unauthorized use or disclosure of the confidential information   or trade secrets of the Company, a Parent, a Subsidiary or an Affiliate,   which use causes material harm to the Company, a Parent, a Subsidiary or an   Affiliate, (ii) conviction of a felony under the laws of the United   States or any state thereof, (iii) gross negligence or (iv) repeated   failure to perform lawful assigned duties for thirty days after receiving   written notification from the Board of Directors.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For purposes of this Agreement, “Involuntary Termination”   means a termination of your Service by reason of:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)                an involuntary dismissal   or discharge by the Company (or Parent, Subsidiary or Affiliate employing   you) for reasons other than for Cause; or
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)                your voluntary resignation   following one of the following that is effected by the Company (or the   Parent, Subsidiary or Affiliate employing you) without your consent (i) a   change in your position with the Company (or the Parent, Subsidiary or   Affiliate employing you) which materially reduces your level of   responsibility, (ii) a material reduction in your base 
    


 











 

	
 
    	
 
    	
compensation or (iii) a relocation of your workplace by more   than fifty miles from your workplace immediately prior to the Change in   Control that also materially increases your one-way commute.  In order for your resignation under clause   (b) to constitute an “Involuntary Termination,” all of the following   requirements must be satisfied: (1) you must provide notice to the   Company of your intent to resign and assert an Involuntary Termination pursuant   to clause (b) within 90 days of the initial existence of one or more of   the conditions set forth in subclauses (i) through (iii), (2) the   Company (or the Parent, Subsidiary or Affiliate employing you) will have 30   days from the date of such notice to remedy the condition and, if it does so,   you may withdraw your resignation or resign without any vesting acceleration,   and (3) any termination of Service under clause (b) must occur   within two years of the initial existence of one or more of the conditions set   forth in subclauses (i) through (iii).    Should the Company (or the Parent, Subsidiary or Affiliate employing   you) remedy the condition as set forth above and then one or more of the   conditions arises again within two years following the occurrence of a Change   in Control, you may assert clause (b) again subject to all of the   conditions set forth herein.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For purposes of this Agreement, “Service”   means your continuous service as an Employee or Consultant.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding the foregoing, if you are or become eligible to   participate in the Company’s Change in Control Severance Plan (the “Severance Plan”), the vesting acceleration provisions in   the Severance Plan shall apply instead of those contained herein.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
No additional shares vest after your Service has terminated for any   reason, except as set forth in the Notice of Restricted Share Award, in this   Agreement or, to the extent you are eligible for benefits thereunder, the   Severance Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
It is intended that vesting in the shares is commensurate with a   full-time work schedule.  For possible   adjustments that may be made by the Company, see the Section below   entitled “Leaves of Absence and Part-Time Work.”
    
	
 
    	
 
    	
 
    
	
Shares   Restricted
    	
 
    	
Unvested shares will be considered “Restricted   Shares.”
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You may not sell, transfer, pledge or otherwise dispose of any   Restricted Shares without the written consent of the Company, except as   provided in the next sentence.  You may   transfer Restricted Shares to your spouse, children or grandchildren or to a   trust established by you for the benefit of yourself or your spouse, children   or
    


 

2











 

	
 
    	
 
    	
grandchildren.  However, a   transferee of Restricted Shares must agree in writing on a form prescribed by   the Company to be bound by all provisions of this Agreement.
    
	
 
    	
 
    	
 
    
	
Forfeiture
    	
 
    	
If   your Service terminates for any reason, then your shares will be forfeited to   the extent that they have not vested before the termination date and do not vest   as a result of the termination.  This   means that the Restricted Shares will revert to the Company.  You receive no payment for Restricted   Shares that are forfeited. As a matter of Cayman Islands law, the   “forfeiture” described in this Agreement shall take effect as a surrender of   Restricted Shares by you and by accepting this award of Restricted Shares,   you hereby agree that such Restricted Shares shall be surrendered by you for   no consideration.  The Company determines   when your Service terminates for all purposes of this award.
    
	
 
    	
 
    	
 
    
	
Leaves   of Absence and Part-Time Work
    	
 
    	
For   purposes of this award, your Service does not terminate when you go on a   military leave, a sick leave or another bona fide   leave of absence, if the leave was approved by the Company (or the Parent,   Subsidiary or Affiliate employing you) in writing.  If your leave of absence (other than a   military leave) lasts for more than 6 months, then vesting will be suspended   on the day that is 6 months and 1 day after the leave of absence began.  Vesting will resume effective as of the   second vesting date after you return from leave of absence provided you have   worked at least one day during that vesting period.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In   the case of all leaves, your Service terminates when the approved leave ends,   unless you immediately return to active work. 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If   you and the Company (or the Parent, Subsidiary or Affiliate employing you)   agree to a reduction in your scheduled work hours, then the Company reserves   the right to modify the rate at which the shares vest, so that the rate of   vesting is commensurate with your reduced work schedule.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The   Company shall not be required to adjust any vesting schedule pursuant to this   subsection.
    
	
 
    	
 
    	
 
    
	
Share   Certificates
    	
 
    	
The   Restricted Shares are issued in book-entry form, registered in your name in   the register of members of the Company, and held in escrow at the Company’s   designated brokerage pending the date on which shares vest.  After shares vest, the Company will release   from escrow the number of Ordinary Shares representing your vested shares,   registered in your name or in the name of your legal representatives,   beneficiaries or heirs, as the case may be.    
    
	
 
    	
 
    	
 
    
	
Voting   Rights
    	
 
    	
You   may vote your shares even before they vest.
    


 

3











 

	
Dividend   Rights
    	
 
    	
Any   cash dividends distributed with respect to Restricted Shares shall be subject   to the same terms and conditions as apply to the Restricted Shares to which   they relate and shall be paid to you (less all applicable withholding taxes)   promptly upon vesting. 
    
	
 
    	
 
    	
 
    
	
Withholding   Taxes
    	
 
    	
No   shares will be released to you unless you have made arrangements acceptable   to the Company (and/or the Parent, Subsidiary or Affiliate employing you) to   pay any withholding taxes that may be due as a result of this award or the   vesting of the shares (“Tax Withholding   Obligations”).  Prior to the   relevant taxable event, you shall pay or make adequate arrangements   satisfactory to the Company (and/or the Parent, Subsidiary or Affiliate   employing you) to satisfy the Tax Withholding Obligations.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You   authorize the Company to instruct the broker whom it has selected for this   purpose to sell a number of Ordinary Shares to be released to you upon the   vesting of your Restricted Shares or a lesser number necessary to meet the   Tax Withholding Obligations.  Such   sales shall be effected at a market price following the date that the   Restricted Shares vest.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You   acknowledge that the proceeds of any such sale may not be sufficient to   satisfy the Tax Withholding Obligations.    To the extent the proceeds from such sale are insufficient to cover   the Tax Withholding Obligations, the Company (or the Parent, Subsidiary or   Affiliate employing you) may in its discretion (a) withhold the balance   of the Tax Withholding Obligations from your wages or other cash compensation   paid to you by the Company (or the Parent, Subsidiary or Affiliate employing   you) and/or (b) withhold in Ordinary Shares, provided that the Company   only withholds an amount of shares not in excess of the amount necessary to   satisfy the minimum withholding amount.    The fair market value of withheld shares, determined as of the date   taxes otherwise would have been withheld in cash, will be applied against the   Tax Withholding Obligations.  If the   Company satisfies the Tax Withholding Obligations by withholding a number of Ordinary   Shares as described above, you will be deemed to have received the full   number of shares released from restrictions.
    


 

4











 

	
Rule 10b5-1   Plan
    	
 
    	
You acknowledge that the instruction to the broker to sell in the   foregoing section is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under   the Securities Exchange Act of 1934 (the “Exchange   Act”), and to be interpreted to comply with the requirements of   Rule 10b5-1(c)(1) under the Exchange Act (a “10b5-1   Plan”).  This 10b5-1 Plan is   adopted to be effective as of the first date on which Restricted Shares   vest.  This 10b5-1 Plan is being   adopted to permit you to sell a number of shares to be released to you upon   the vesting of Restricted Shares sufficient to pay the Tax Withholding   Obligations that become due as a result of this award or the vesting of the   Restricted Shares or, if you elect within thirty days following notification   via the broker whom the Company has selected for this purpose of your   restricted share award, to permit you to sell all of the vested Restricted   Shares.  You hereby appoint the Company   as your agent and attorney-in-fact to instruct the broker with respect to the   number of shares to be sold under this 10b5-1 Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You hereby authorize the broker to sell the number of Ordinary Shares   determined as set forth above and acknowledge that the broker is under no   obligation to arrange for such sale at any particular price. You acknowledge   that the broker may aggregate your sales with sales occurring on the same day   that are effected on behalf of other Company employees pursuant to sales of   shares vesting under Company options, restricted share awards or restricted   share unit awards and your proceeds will be based on a blended price for all   such sales. You acknowledge that you will be responsible for all brokerage   fees and other costs of sale, and you agree to indemnify and hold the Company   harmless from any losses, costs, damages, or expenses relating to any such   sale.  You acknowledge that it may not   be possible to sell Ordinary Shares during the term of this 10b5-1 Plan due   to (a) a legal or contractual restriction applicable to you or to the   broker, (b) a market disruption, (c) rules governing order   execution priority on the Nasdaq Global Market, (d) a sale effected   pursuant to this 10b5-1 Plan that fails to comply (or in the reasonable   opinion of the broker’s counsel is likely not to comply) with Rule 144   under the Securities Act of 1933, if applicable, or (e) if the Company   determines that sales may not be effected under this 10b5-1 Plan.  You acknowledge that this 10b5-1 Plan is   subject to the terms of any policy adopted now or hereafter by the Company   governing the adoption or administration of 10b5-1 plans.
    


 

5











 

	
Restrictions   on Resale
    	
 
    	
You agree not to sell any shares at a time when applicable laws,   regulations, Company trading policies (including the Company’s Insider   Trading Policy, a copy of which can be found on the Company’s intranet) or an   agreement between the Company and its underwriters prohibit a sale.  This restriction will apply as long as your   Service continues and for such period of time after the termination of your   Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
No   Retention Rights
    	
 
    	
Your award or this Agreement does not give you the right to be   employed or retained by the Company, a Parent, a Subsidiary or an Affiliate   in any capacity.  The Company and its   Parent, Subsidiaries and Affiliates reserve the right to terminate your   Service at any time, with or without cause.
    
	
 
    	
 
    	
 
    
	
Additional   or Exchanged Securities and Property
    	
 
    	
In the event of a merger or consolidation of the Company with or into   another entity, any other corporate reorganization, a share split, the   declaration of a share dividend, the declaration of an extraordinary dividend   payable in a form other than shares, a spin-off, a recapitalization or a   similar transaction affecting the Company’s outstanding Ordinary Shares, any   securities or other property (including cash or cash equivalents) that are by   reason of such transaction exchanged for, or distributed with respect to, any   Restricted Shares, shall be subject to the same terms and conditions   (including, without limitation, vesting and forfeiture) as are applicable to   the Restricted Shares under this Agreement and the Plan.  Appropriate adjustments to reflect the   exchange or distribution of such securities or property shall be made to the   number and/or class of the Restricted Shares.    
    
	
 
    	
 
    	
 
    
	
Recoupment   Policy
    	
 
    	
The shares issued pursuant to this award shall be subject to any   Company recoupment policy in effect from time to time.
    
	
 
    	
 
    	
 
    
	
Effect   of Significant Corporate Transactions
    	
 
    	
If the Company is a party to a merger, consolidation or certain   change in control transactions, then the Restricted Shares will be subject to   the applicable provisions of Article XI of the Plan. 
    
	
 
    	
 
    	
 
    
	
Applicable   Law
    	
 
    	
This   Agreement will be interpreted and enforced under the laws of the Cayman   Islands (without regard to their choice-of-law provisions).
    
	
 
    	
 
    	
 
    
	
The   Plan and Other Agreements
    	
 
    	
The   text of the Plan is incorporated in this Agreement by reference.  A copy of the Plan is available on the   Company’s intranet or by request to the Finance Department.  Capitalized terms not otherwise defined   herein shall have the meanings ascribed to such terms in the Plan.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
This   Agreement, the Notice of Restricted Share Award and the Plan constitute the   entire understanding between you and the Company regarding this award.  Any prior agreements, commitments or 
    


 

6











 

	
 
    	
 
    	
negotiations   concerning this award are superseded.    This Agreement may be amended only by another written agreement   between the parties.
    


 

BY ACCEPTING THIS RESTRICTED SHARE AWARD, YOU AGREE TO ALL OF THE
 TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

7









 

[Director Annual Grants]

 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN

 

NOTICE OF RESTRICTED SHARE UNIT AWARD

 

You have been granted the number of restricted share units indicated below by Theravance Biopharma, Inc. (the “Company”) on the following terms:

 

	
Name:
    	
«Name»
    


 

Restricted Share Unit Award Details:

 

	
Date of Grant:
    	
«DateGrant»
    
	
Restricted Share Units:
    	
«TotalShares»
    


 

Each restricted share unit (the “restricted share unit”) represents the right to receive one Ordinary Share of the Company subject to the terms and conditions contained in the Restricted Share Unit Agreement (the “Agreement”).

 

Vesting Schedule:

 

Vesting is dependent upon continuous service as an Outside Director (“Service”) throughout the vesting period.  The restricted share units will vest in full on the earlier of (i) the one year anniversary of the Date of Grant or (ii) the date of the Company’s 20   Annual Meeting of Shareholders, provided you remain in continuous Service through such date.

 

You and the Company agree that your right to receive the restricted share units is granted under and governed by the terms and conditions of the Theravance Biopharma, Inc. 2013 Equity Incentive Plan (the “Plan”) and of the Agreement that is attached to and made a part of this document.  Capitalized terms not defined herein have the meaning ascribed to such terms in the Plan.

 

You agree that the Company may deliver by email all documents relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web site, it will notify you by email.

 











 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN:
 RESTRICTED SHARE UNIT AGREEMENT

 

	
Grant of Units
    	
 
    	
Subject to all of the terms and conditions set forth   in the Notice of Restricted Share Unit Award, this Restricted Share Unit   Agreement (the “Agreement”)   and the Plan, the Company has granted to you the number of restricted share   units set forth in the Notice of Restricted Share Unit Award.
    
	
 
    	
 
    	
 
    
	
Payment for Units
    	
 
    	
No payment is required for the restricted share   units you are receiving.
    
	
 
    	
 
    	
 
    
	
Nature of Units
    	
 
    	
Your restricted share units are bookkeeping entries.   They represent only the Company’s unfunded and unsecured promise to issue   Ordinary Shares on a future date. As a holder of restricted share units, you   have no rights other than the rights of a general creditor of the Company.
    
	
 
    	
 
    	
 
    
	
Settlement of Units
    	
 
    	
Each of your restricted share units will be settled   when it vests (unless you and the Company have agreed to a later settlement   date pursuant to procedures that the Company may prescribe at its   discretion).


   At the time of settlement, you will receive one Ordinary Share for each   vested restricted share unit.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The restricted share units that you are receiving   will vest as shown in the Notice of Restricted Share Unit Award.


   In addition the restricted share units will vest in full if the Company is   subject to a “Change in Control” (as defined   in the Plan) before your Service terminates or upon your death or Disability.


   For purposes of this Agreement, “Service” means   your continuous service as an Outside Director, and “Disability”   means that you are unable to engage in any substantial gainful activity by   reason of any medically determinable physical or mental impairment which can   be expected to result in death or which can be expected to last for a   continuous period of not less than 12 months.


   No additional restricted share units vest after your Service has terminated   for any reason.
    
	
 
    	
 
    	
 
    
	
Forfeiture
    	
 
    	
If your Service terminates for any reason, then your   restricted share units that have not vested before the termination date and   do not vest as a result of the termination pursuant to this Agreement or as   set forth on the Notice of Restricted Share Unit Award will be forfeited.   This means that the restricted share units will revert to the Company. You   receive no payment for restricted share units that are forfeited. The Company   determines when your Service terminates for all purposes of your restricted   share units.
    


 











 

	
Share Certificates
    	
 
    	
No Ordinary Shares shall be issued to you prior to   the date on which the restricted share units vest. After any restricted share   units vest pursuant to this Agreement, the Company shall promptly cause to be   issued in book-entry form, registered in your name or in the name of your   legal representatives, beneficiaries or heirs, as the case may be, in the   register of members of the Company, the number of Ordinary Shares   representing your vested restricted share units. No fractional shares shall   be issued.
    
	
 
    	
 
    	
 
    
	
No Shareholder Rights
    	
 
    	
The restricted share units do not entitle you to any   of the rights of a shareholder of Ordinary Shares (except as set forth below   under “Dividend Equivalent Rights”). Upon settlement of the restricted share   units into Ordinary Shares, you will obtain full voting and other rights as a   shareholder of the Company.
    
	
 
    	
 
    	
 
    
	
Dividend Equivalent Rights
    	
 
    	
In the event the Company pays a cash dividend on its   Ordinary Shares, in accordance with the memorandum and articles of   association of the Company and subject to applicable law, prior to the   vesting and settlement of these restricted share units, the Company shall   credit you with a dollar amount equal to (i) the per share cash dividend   paid by the Company on one Ordinary Share multiplied by (ii) the total   number of Ordinary Shares underlying the unvested restricted share units that   are outstanding on the record date for that dividend (a “Dividend Equivalent   Right”). Any Dividend Equivalent Rights credited pursuant to the preceding   sentence shall be subject to the same terms and conditions, including   vesting, as the restricted share units to which they relate; provided,   however, that they will be paid in cash, subject to availability of   sufficient profits or share premium of the Company, upon vesting of the   underlying restricted share units. No crediting of Dividend Equivalent Rights   shall be made with respect to any restricted share units which, as of the   record date for that dividend, have either vested and settled or were   forfeited in accordance with this Agreement.
    
	
 
    	
 
    	
 
    
	
Units Restricted
    	
 
    	
You may not sell, transfer, pledge or otherwise   dispose of any restricted share units or rights under this Agreement other   than by will or by the laws of descent and distribution. Notwithstanding the   foregoing, you may designate a beneficiary or beneficiaries to receive any   property distributable with respect to the restricted share units upon your   death. A beneficiary designation must be filed with the Company on the proper   form.
    
	
 
    	
 
    	
 
    
	
Taxes
    	
 
    	
No shares will be distributed to you unless you have   made arrangements acceptable to the Company to pay any withholding taxes that   may be due as a result of the vesting and/or settlement of this award.
    


 

2











 

	
 
    	
 
    	
Unless you and the Company have agreed to a deferred   settlement date (pursuant to procedures that the Company may prescribe at its   discretion), settlement of these restricted share units is intended to be   exempt from the application of Code Section 409A pursuant to the   “short-term deferral exemption” in Treasury Regulation   1.409A-1(b)(4) and shall be administered and interpreted in a manner   that complies with such exemption.
    
	
 
    	
 
    	
 
    
	
Restrictions on Issuance
    	
 
    	
The Company will not issue shares to you if the issuance   of shares at that time would violate any law or regulation.
    
	
 
    	
 
    	
 
    
	
Restrictions on Resale
    	
 
    	
You agree not to sell any Ordinary Shares you   receive under this Agreement at a time when applicable laws, regulations,   Company trading policies (including the Company’s Insider Trading Policy, a   copy of which can be found on the Company’s intranet) or an agreement between   the Company and its underwriters prohibit a sale. This restriction will apply   as long as your Service continues and for such period of time after the   termination of your Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
No Retention Rights
    	
 
    	
Your award or this Agreement does not give you the   right to be employed or retained by the Company (or a Parent, Subsidiary or   Affiliate) in any capacity. The Company and its Parents, Subsidiaries and   Affiliates reserve the right to terminate your Service at any time, with or   without cause. Nor shall this Agreement in any way be construed or   interpreted so as to affect adversely or otherwise impair the right of the Company   or its shareholders to remove you from the Board of Directors at any time in   accordance with the provisions of applicable law.
    
	
 
    	
 
    	
 
    
	
Recoupment Policy
    	
 
    	
This award, and the shares acquired upon settlement   of this award, shall be subject to any Company recoupment policy in effect   from time to time.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a share split, a share dividend or a   similar change in the Ordinary Shares, the number of restricted share units   may be adjusted pursuant to the Plan.
    
	
 
    	
 
    	
 
    
	
Effect of Significant Corporate Transactions
    	
 
    	
If the Company is a party to a merger, consolidation   or certain change in control transactions, then this award will be subject to   the applicable provisions of Article XI of the Plan, provided that any   action taken must either (a) preserve the exemption of your restricted   share units from Section 409A of the Code or (b) comply with   Section 409A of the Code.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and enforced with   respect to issues of contract law under the laws of the Cayman Islands   (without regard to its choice-of-law provisions).
    


 

3











 

	
The Plan and Other Agreements
    	
 
    	
The text of the Plan is incorporated in this   Agreement by reference. A copy of the Plan is available on the Company’s   intranet or by request to the Finance Department. Capitalized terms not   otherwise defined herein shall have the meanings ascribed to such terms in   the Plan.

 

This Agreement, the Notice of Restricted Share Unit   Award, and the Plan constitute the entire understanding between you and the   Company regarding this award. Any prior agreements, commitments or   negotiations concerning this award are superseded. This Agreement may be   amended only by another written agreement between the parties.
    


 

BY ACCEPTING THIS RESTRICTED SHARE UNIT AWARD, YOU AGREE TO

 

ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

4









 

THERAVANCE BIOPHARMA, INC. 2014 NEW EMPLOYEE EQUITY INCENTIVE PLAN

 

NOTICE OF OPTION GRANT

 

You have been granted the following option to purchase Ordinary Shares of Theravance Biopharma, Inc. (the “Company”):

 

Name of Optionee:                                                                                                                                        «First» «Last»

 

ID Number:                                                                                                                                                                               «ID»

 

Total Number of Shares:                                                                                                          «Shares»

 

Type of Option:                                                                                                                                                         Nonstatutory Option

 

Grant Number:                                                                                                                                                              «Number»

 

Exercise Price Per Share:                                                                                                            «Price»

 

Date of Grant:                                                                                                                                                                 «Grant_Date»

 

Vesting Schedule:                                                                                                                                                This option shall vest and become exercisable with respect to the first 25% of the Ordinary Shares subject to this option when you complete 12 months of continuous service as an Employee or Consultant (“Service”) following the Date of Grant. This option shall vest and become exercisable with respect to an additional 1/48th of the Ordinary Shares subject to this option when you complete each month of continuous Service thereafter.  The option shall be fully vested and exercisable on the 4-year anniversary of the Date of Grant provided you have remained in continuous Service through such date.

 

Expiration Date:                                                                                                                                                      «Expiration_Date».  This option expires earlier if your Service terminates earlier, as described in the Option Agreement, and may be terminated sooner in connection with certain corporate transactions as provided in Article XI of the Plan.

 

You and the Company agree that this option is granted under and governed by the terms and conditions of the Option Agreement, which is attached to and made a part of this document, and the 2014 New Employee Equity Incentive Plan (the “Plan”). Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Plan.

 

You further agree that the Company may deliver by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web site, it will notify you by email.

 











 

THERAVANCE BIOPHARMA, INC. 2014 NEW EMPLOYEE EQUITY INCENTIVE PLAN

 

OPTION AGREEMENT

 

	
Grant   of Option
    	
 
    	
Subject   to all of the terms and conditions set forth in the Notice of Option Grant,   this Option Agreement (the “Agreement”)   and the Plan, the Company has granted you an option to purchase up to the   total number of shares specified in the Notice of Option Grant at the   exercise price indicated in the Notice of Option Grant.
    
	
 
    	
 
    	
 
    
	
Tax   Treatment
    	
 
    	
This   option is intended to be a nonstatutory option, as provided in the Notice of   Option Grant.
    
	
 
    	
 
    	
 
    
	
Vesting

 
    	
 
    	
This option vests and becomes exercisable as shown in the Notice of   Option Grant.

 

This option shall vest and become exercisable in full if the Company   is subject to a “Change in Control”   (as defined in the Plan) before your Service terminates and this option is   not assumed or replaced with a new award as set forth in Section 10.1 of   the Plan.  In addition, this option   shall vest and become exercisable in full if the Company is subject to a   Change in Control before your Service terminates, and you are subject to an   Involuntary Termination (as defined below) within 24 months after the Change   in Control.

 

For purposes of this Agreement, “Cause” shall   mean (i) the unauthorized use or disclosure of the confidential information   or trade secrets of the Company, a Parent, a Subsidiary or an Affiliate,   which use causes material harm to the Company, a Parent, a Subsidiary or an   Affiliate, (ii) conviction of a felony under the laws of the United   States or any state thereof, (iii) gross negligence or   (iv) repeated failure to perform lawful assigned duties for thirty days   after receiving written notification from the Board of Directors.

 

For purposes of this Agreement, “Involuntary Termination”   means the termination of your Service by reason of:

 

(a)          an involuntary dismissal   or discharge by the Company (or Parent, Subsidiary or Affiliate employing   you) for reasons other than for Cause; or

 

(b)          your voluntary resignation   following one of the following that is effected by the Company (or the   Parent, Subsidiary or Affiliate employing you) without your consent   (i) a change in your position with the Company (or Parent, Subsidiary or   Affiliate employing you) which materially reduces your level of
    


 











 

	
 
    	
 
    	
responsibility, (ii) a material reduction in your base compensation   or (iii) a relocation of your workplace by more than fifty miles from   your workplace immediately prior to the Change in Control that also   materially increases your one-way commute. In order for your resignation   under clause (b) to constitute an “Involuntary Termination,” all of the   following requirements must be satisfied: (1) you must provide notice to   the Company of your intent to resign and assert an Involuntary Termination   pursuant to clause (b) within 90 days of the initial existence of one or   more of the conditions set forth in subclauses (i) through (iii),   (2) the Company (or the Parent, Subsidiary or Affiliate employing you)   will have 30 days from the date of such notice to remedy the condition and,   if it does so, you may withdraw your resignation or resign without any   vesting acceleration, and (3) any termination of Service under clause   (b) must occur within two years of the initial existence of one or more   of the conditions set forth in subclauses (i) through (iii).  Should the Company (or the Parent,   Subsidiary or Affiliate employing you) remedy the condition as set forth   above and then one or more of the conditions arises again within two years following   the occurrence of a Change in Control, you may assert clause (b) again   subject to all of the conditions set forth herein.

 

For purposes of this Agreement, “Service”   means your service as an Employee or Consultant.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding the foregoing, if you are or become eligible to participate   in the Company’s Change in Control Severance Plan (the “Severance   Plan”), the vesting acceleration provisions in the Severance Plan   shall apply instead of those contained herein.

 

No additional shares will vest or become exercisable after your Service   has terminated for any reason, except as set forth in the Severance Plan to   the extent you are eligible for benefits thereunder.
    
	
 
    	
 
    	
 
    
	
Term
    	
 
    	
This   option expires in any event at the close of business at Company headquarters   on the day before the 10th anniversary of the Date of   Grant, as shown in the Notice of Option Grant.  (This option will expire earlier if your   Service terminates, as described below, and this option may be terminated   sooner as provided in Article XI of the Plan.)

 

You   may exercise this option, to the extent vested and exercisable, at any time   before its expiration or termination pursuant to this Agreement or the Plan.
    
	
 
    	
 
    	
 
    
	
Termination   of Service
    	
 
    	
If   your Service terminates for any reason, this option will expire to the extent   it is unvested as of your termination date and does not vest as a result of   your termination of Service.  The   Company determines when your Service terminates for all purposes of this   option.
    


 

3











 

	
Regular   Termination
    	
 
    	
If   your Service terminates for any reason except death or total and permanent   disability, then this option, to the extent vested as of your termination   date, will expire at the close of business at Company headquarters on the   date three months after your termination date. 
    
	
 
    	
 
    	
 
    
	
Death/Disability
    	
 
    	
If   your Service terminates because of your death or due to your total and   permanent disability, then this option, to the extent vested as of your   termination date, will expire at the close of business at Company headquarters   on the date 12 months after your termination date.

 

For all purposes under this Agreement, “total and permanent   disability” means that you are unable to engage in any substantial gainful   activity by reason of any medically determinable physical or mental   impairment which can be expected to result in death or which has lasted, or   can be expected to last, for a continuous period of not less than one year.
    
	
 
    	
 
    	
 
    
	
Leaves   of Absence and Part-Time Work

 
    	
 
    	
For purposes of this option, your Service does not terminate when you   go on a military leave, a sick leave or another bona fide   leave of absence, if the leave was approved by the Company (or Parent,   Subsidiary or Affiliate employing you) in writing.  But your Service terminates when the   approved leave ends, unless you immediately return to active work.

 

If you go on a leave of absence, then the vesting schedule specified   in the Notice of Option Grant may be adjusted in accordance with the   Company’s leave of absence policy or the terms of your leave.  If you and the Company (or Parent,   Subsidiary or Affiliate employing you) agree to a reduction in your scheduled   work hours, then the Company reserves the right to modify the rate at which   this option vests, so that the rate of vesting is commensurate with your   reduced work schedule.

 

The Company shall not be required to adjust any vesting schedule   pursuant to this subsection.
    
	
 
    	
 
    	
 
    
	
Restrictions   on Exercise
    	
 
    	
The Company will not permit you to exercise this option if the   issuance of shares at that time would violate any law or regulation.
    
	
 
    	
 
    	
 
    
	
Notice   of Exercise
    	
 
    	
When you wish to exercise this option, you must notify the Company by   filing the proper “Notice of Exercise” form at the address given on the   form.  Your notice must specify how   many shares you wish to purchase.  Your   notice must also specify how your shares should be registered.  The notice will be effective when the   Company receives it.

 

However, if you wish to exercise this option by executing a same-day sale   (as described below), you must follow the instructions of the Company and the   broker who will execute the sale.

 

If someone else wants to exercise this option after your death, that   person must prove to the Company’s satisfaction that he or she is entitled to   do so.

 

In no event may this option be exercised for any fractional shares.
    


 

4











 

	
Form of   Payment
    	
 
    	
When you submit your notice of exercise, you must include payment of   the option exercise price for the shares that you are purchasing.  To the extent permitted by applicable law,   payment may be made in one (or a combination of two or more) of the following   forms:

 

·                  Your personal   check, a cashier’s check, a money order or by wire transfer.

 

·                  Irrevocable   directions to a securities broker approved by the Company to sell all or part   of your option shares and to deliver to the Company from the sale proceeds an   amount sufficient to pay the option exercise price and any withholding   taxes.  (The balance of the sale   proceeds, if any, will be delivered to you.)    The directions must be given in accordance with the instructions of   the Company and the broker.  This   exercise method is sometimes called a “same-day sale.”

 

·                  With the   Company’s consent (which may be granted by the Compensation Committee of the   Board of Directors), irrevocable directions to a securities broker or lender   approved by the Company to pledge option shares as security for a loan and to   deliver to the Company from the loan proceeds an amount sufficient to pay the   option exercise price and any withholding taxes.  The directions must be given in accordance   with the instructions of the Company and the broker or lender.

 

·                  With the   Company’s consent (which may be granted by the Compensation Committee of the   Board of Directors), Ordinary Shares that you own, along with any forms   needed to effect a transfer of those shares to the Company.  The value of the shares, determined as of   the effective date of the option exercise, will be applied to the option   exercise price.  Instead of   surrendering Ordinary Shares, you may attest to the ownership of those shares   on a form provided by the Company and have the same number of shares   subtracted from the option shares issued to you.

 

·                  With the   Company’s consent (which may be granted by the Compensation Committee of the   Board of Directors), by having the Company withhold Ordinary Shares that   would otherwise be issued on exercise of the option.  The value of the withheld shares,   determined as of the effective date of the option exercise, will be applied   to the option exercise price. This exercise method is sometimes referred to   as a “net exercise.”  
    


 

5











 

	
Withholding   Taxes and Share Withholding
    	
 
    	
You will not be allowed to exercise this option unless you make   arrangements acceptable to the Company (and/or the Parent, Subsidiary or   Affiliate employing you) to pay any withholding taxes that may be due as a   result of the option exercise (“Tax Withholding Obligations”).  These arrangements include payment in cash   or via the same-day sale method described above.  With the Company’s consent (which may be   granted by the Compensation Committee of the Board of Directors), these   arrangements may also include withholding shares that otherwise would be   issued to you when you exercise this option.    The value of these shares, determined as of the effective date of the   option exercise, will be applied to the Tax Withholding Obligations.
    
	
 
    	
 
    	
 
    
	
Automatic   Exercise at End of Option Term
    	
 
    	
This option, to the extent then outstanding, will be automatically   exercised as to all then-vested Shares at 9:00 am San Francisco, CA Time on   the fourth trading day preceding the expiration date set forth in the Notice   of Option Grant if the per share exercise price of the option is at least 1%   below the Fair Market Value of an Ordinary Share at such time.

 

In the event of an automatic exercise, you authorize the Company to   instruct the broker whom it has selected for this purpose to sell a number of   Ordinary Shares to be issued upon exercise of the option necessary to   generate cash proceeds to cover the exercise price for the exercised shares   and the Tax Withholding Obligations in connection with such exercise (the   “Exercise Costs”).  Such sales shall be   effected at a market price following the date that the option is exercised.

 

You acknowledge that the proceeds of any such sale may not be   sufficient to satisfy the Exercise Costs.    To the extent the proceeds from such sale are insufficient to cover   the Exercise Costs, the Company (or Parent, Subsidiary or Affiliate employing   you) may in its discretion (a) withhold the balance of the Exercise   Costs from your wages or other cash compensation paid to you by the Company   (or Parent, Subsidiary or Affiliate employing you) and/or (b) satisfy   the Exercise Costs by means of a net-exercise arrangement, provided that in   the case of the Tax Withholding Obligations the Company only withholds an   amount of shares not in excess of the amount necessary to satisfy the minimum   withholding amount.  The fair market   value of the withheld shares, determined as of the date of exercise, will be   applied against the Exercise Costs.  If   the Company satisfies the Exercise Costs by means of a net-exercise   arrangement as described above, you are deemed to have been issued the full   number of shares subject to the option so exercised.

 

You acknowledge that the instruction to the broker to sell in the   foregoing section is intended to comply with the requirements of   Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of 1934   (the “Exchange Act”), and to be interpreted to comply with the requirements   of Rule 10b5-1(c)(1) under the Exchange Act (a “10b5-1 Plan”).  This 10b5-1 Plan is adopted to be effective   as of the first day of the Company’s first open trading window following the   date on which shares subject to this option first become vested.  This 10b5-1 Plan is being adopted to permit   you to sell a number of shares issued upon exercise of the option sufficient   to pay 
    


 

6











 

	
 
    	
 
    	
the Exercise Costs.  You hereby   appoint the Company as your agent and attorney-in-fact to instruct the broker   with respect to the number of shares to be sold under this 10b5-1 Plan.

 

You hereby authorize the broker to sell the number of Ordinary Shares   determined as set forth above and acknowledge that the broker is under no   obligation to arrange for such sale at any particular price.  You acknowledge that the broker may aggregate   your sales with sales occurring on the same day that are effected on behalf   of other Company employees pursuant to sales of shares vesting under Company   options or restricted share unit awards and your proceeds will be based on a   blended price for all such sales.  You   acknowledge that you will be responsible for all brokerage fees and other   costs of sale, and you agree to indemnify and hold the Company harmless from   any losses, costs, damages or expenses relating to any such sale.  You acknowledge that it may not be possible   to sell Ordinary Shares during the term of this 10b5-1 Plan due to (a) a   legal or contractual restriction applicable to you or to the broker,   (b) a market disruption, (c) rules governing order execution   priority on the Nasdaq Global Market, (d) a sale effected pursuant to   this 10b5-1 Plan that fails to comply (or in the reasonable opinion of the   broker’s counsel is likely not to comply) with Rule 144 under the   Securities Act of 1933, if applicable, or (e) if the Company determines   that sales may not be effected under this 10b5-1 Plan.  You acknowledge that this 10b5-1 Plan is   subject to the terms of any policy adopted now or hereafter by the Company   governing the adoption of 10b5-1 plans.    
    
	
 
    	
 
    	
 
    
	
Restrictions   on Resale
    	
 
    	
You agree not to sell any option shares at a time when applicable   laws, Company policies (including the Company’s Insider Trading Policy, a   copy of which can be found on the Company’s intranet) or an agreement between   the Company and its underwriters prohibit a sale.  This restriction will apply as long as your   Service continues and for such period of time after the termination of your   Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
Transfer   of Option
    	
 
    	
Prior to your death, only you may exercise this option.  You cannot transfer or assign this   option.  For instance, you may not sell   this option or use it as security for a loan.    If you attempt to do any of these things, this option will immediately   become invalid.  You may, however,   dispose of this option in your will or a beneficiary designation.  A beneficiary designation must be filed   with the Company on the proper form.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Regardless of any marital property settlement agreement, the Company   is not obligated to honor a notice of exercise from your former spouse, nor   is the Company obligated to recognize your former spouse’s interest in your   option in any other way.
    
	
 
    	
 
    	
 
    
	
No   Retention Rights
    	
 
    	
Your option or this Agreement does not give you the right to be   retained by the Company, a Parent, Subsidiary or Affiliate in any   capacity.  The Company and its Parents,   Subsidiaries and Affiliates reserve the right to terminate your Service at   any time, with or without cause. 
    


 

7











 

	
Shareholder   Rights
    	
 
    	
You, or your estate or heirs, have no rights as a shareholder of the   Company until this option has been exercised by giving the required notice to   the Company, paying the exercise price, satisfying any Tax Withholding   Obligations and being registered on the register of members of the   Company.  No adjustments are made for   dividends or other rights if the applicable record date occurs before exercise   of this option, except as described in the Plan. 
    
	
 
    	
 
    	
 
    
	
Recoupment   Policy
    	
 
    	
This option, and the shares acquired upon exercise of this option,   shall be subject to any Company recoupment policy in effect from time to   time.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a share split, a share dividend or a similar change   in the Ordinary Shares, the number of shares covered by this option and the   exercise price per share may be adjusted pursuant to the Plan.
    
	
 
    	
 
    	
 
    
	
Effect   of Significant Corporate Transactions
    	
 
    	
If the Company is a party to a merger, consolidation or certain   change in control transactions, then this option will be subject to the   applicable provisions of Article XI of the Plan.
    
	
 
    	
 
    	
 
    
	
Applicable   Law
    	
 
    	
This Agreement will be interpreted and enforced under the laws of the   Cayman Islands (without regard to its choice-of-law provisions).
    
	
 
    	
 
    	
 
    
	
The   Plan and Other Agreements
    	
 
    	
The text of the Plan is incorporated in this Agreement by   reference.  A copy of the Plan is   available on the Company’s intranet or by request to the Finance   Department.  Capitalized terms not   otherwise defined herein shall have the meanings ascribed to such terms in   the Plan.

 

This   Agreement, the Notice of Option Grant, and the Plan constitute the entire   understanding between you and the Company regarding this option.  Any prior agreements, commitments or   negotiations concerning this option are superseded.  This Agreement may be amended only by   another written agreement between the parties.
    


 

BY ACCEPTING THIS OPTION GRANT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

8









 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN

 

NOTICE OF RESTRICTED SHARE UNIT AWARD

 

You have been granted the number of restricted share units indicated below by Theravance Biopharma, Inc. (the “Company”) on the following terms:

 

	
Name:
    	
«Name»
    


 

Restricted Share Unit Award Details:

 

	
Date of Grant:
    	
«DateGrant»
    
	
Restricted Share Units:
    	
«TotalShares»
    


 

Each restricted share unit (the “restricted share unit”) represents the right to receive one Ordinary Share of the Company subject to the terms and conditions contained in the Restricted Share Unit Agreement (the “Agreement”).

 

Vesting Schedule:

 

Vesting is dependent upon continuous service as an Employee or Consultant (“Service”) throughout the vesting period.  The restricted share units will vest as follows:                                   , provided that you remain in continuous Service through each such date.

 

You and the Company agree that your right to receive the restricted share units is granted under and governed by the terms and conditions of the Theravance Biopharma, Inc. 2013 Equity Incentive Plan (the “Plan”) and of the Agreement that is attached to and made a part of this document.  Capitalized terms not defined herein have the meaning ascribed to such terms in the Plan.

 

You agree that the Company may deliver by email all documents relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web site, it will notify you by email.

 

You agree to cover the applicable withholding taxes as set forth more fully herein.  In connection with your receipt of the restricted share units, you are simultaneously entering into a trading arrangement that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934 (a “10b5-1 Plan”).  As of the date of the Agreement, you are not aware of any material nonpublic information concerning the Company or its securities, or, as of the date any sales are effected pursuant to the 10b5-1 Plan, you will not effect such sales on the basis of material nonpublic information about the securities or the Company of which you were aware at the time you entered into the Agreement.

 











 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN:
 RESTRICTED SHARE UNIT AGREEMENT

 

	
Grant of Units
    	
 
    	
Subject to all of the terms and conditions set forth   in the Notice of Restricted Share Unit Award, this Restricted Share Unit   Agreement (the “Agreement”)   and the Plan, the Company has granted to you the number of restricted share   units set forth in the Notice of Restricted Share Unit Award.
    
	
 
    	
 
    	
 
    
	
Payment for Units
    	
 
    	
No payment is required for the restricted share   units you are receiving.
    
	
 
    	
 
    	
 
    
	
Nature of Units
    	
 
    	
Your restricted share units are bookkeeping entries.   They represent only the Company’s unfunded and unsecured promise to issue Ordinary   Shares on a future date. As a holder of restricted share units, you have no   rights other than the rights of a general creditor of the Company.
    
	
 
    	
 
    	
 
    
	
Settlement of Units
    	
 
    	
Each of your restricted share units will be settled   when it vests (unless you and the Company have agreed to a later settlement   date pursuant to procedures that the Company may prescribe at its   discretion).



At the time of settlement, you will receive one   Ordinary Share for each vested restricted share unit.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The restricted share units that you are receiving   will vest as shown in the Notice of Restricted Share Unit Award.



In addition, the restricted share units will vest in   full if the Company is subject to a “Change in Control”   (as defined in the Plan) before your Service terminates and the restricted   share units are not assumed or replaced with a new award as set forth in   Section 10.1 of the Plan. In addition, the restricted share units shall   vest in full if the Company is subject to a Change in Control before your Service   terminates, and you are subject to an Involuntary Termination (as defined   below) within 24 months after the Change in Control.



For purposes of this Agreement, “Cause” means (i) the unauthorized use or disclosure   of the confidential information or trade secrets of the Company, a Parent, a   Subsidiary or an Affiliate, which use causes material harm to the Company, a   Parent, a Subsidiary or an Affiliate, (ii) conviction of a felony under   the laws of the United States or any state thereof, (iii) gross negligence   or (iv) repeated failure to perform lawful assigned duties for thirty   days after receiving written notification from the Board of Directors.
    


 











 

	
 
    	
 
    	
For purposes of this Agreement, “Involuntary Termination” means a termination of your   Service by reason of:



(a) an involuntary   dismissal or discharge by the Company (or Parent, Subsidiary or Affiliate   employing you) for reasons other than for Cause; or



(b) your voluntary   resignation following one of the following that is effected by the Company   (or the Parent, Subsidiary or Affiliate employing you) without your consent   (i) a change in your position with the Company (or the Parent,   Subsidiary or Affiliate employing you) which materially reduces your level of   responsibility, (ii) a material reduction in your base compensation or   (iii) a relocation of your workplace by more than fifty miles from your   workplace immediately prior to the Change in Control that also materially   increases your one-way commute, provided that in either case a “separation   from service” (as defined in the regulations under Code Section 409A)   occurs. In order for your resignation under clause (b) to constitute an   “Involuntary Termination,” all of the following requirements must be   satisfied: (1) you must provide notice to the Company of your intent to   resign and assert an Involuntary Termination pursuant to clause   (b) within 90 days of the initial existence of one or more of the   conditions set forth in subclauses (i) through (iii), (2) the   Company (or the Parent, Subsidiary or Affiliate employing you) will have 30   days from the date of such notice to remedy the condition and, if it does so,   you may withdraw your resignation or resign without any vesting acceleration,   and (3) any termination of Service under clause (b) must occur   within two years of the initial existence of one or more of the conditions   set forth in subclauses (i) through (iii). Should the Company (or the   Parent, Subsidiary or Affiliate employing you) remedy the condition as set   forth above and then one or more of the conditions arises again within two   years following the occurrence of a Change in Control, you may assert clause   (b) again subject to all of the conditions set forth herein.



For purposes of this Agreement, “Service” means your continuous service as an Employee or   Consultant.



Notwithstanding the foregoing, if you are or become   eligible to participate in the Company’s Change in Control Severance Plan   (the “Severance Plan”), the vesting   acceleration provisions in the Severance Plan shall apply instead of those   contained herein.



No additional restricted share units vest after your   Service has terminated for any reason, except as set forth in the Severance   Plan to the extent you are eligible for benefits thereunder. It is intended   that vesting in the restricted share units is commensurate with a full-time   work schedule. For possible adjustments that may be made by the Company, see   the Section below entitled “Leaves of Absence and Part-Time Work.”
    


 

2











 

	
Forfeiture
    	
 
    	
If your Service terminates for any reason, then your   restricted share units that have not vested before the termination date and   do not vest as a result of the termination pursuant to this Agreement or as   set forth on the Notice of Restricted Share Unit Award will be forfeited.   This means that the restricted share units will revert to the Company. You   receive no payment for restricted share units that are forfeited. The Company   determines when your Service terminates for all purposes of your restricted   share units.
    
	
 
    	
 
    	
 
    
	
Leaves of Absence and Part-Time Work
    	
 
    	
For purposes of this award, your Service does not   terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by   the Company (or the Parent, Subsidiary or Affiliate employing you) in   writing. If your leave of absence (other than a military leave) lasts for   more than 6 months, then vesting will be suspended on the day that is 6   months and 1 day after the leave of absence began. Vesting will resume   effective as of the second vesting date after you return from leave of   absence provided you have worked at least one day during that vesting period.



In the case of all leaves, your Service terminates   when the approved leave ends, unless you immediately return to active work.



If you and the Company (or the Parent, Subsidiary or   Affiliate employing you) agree to a reduction in your scheduled work hours,   then the Company reserves the right to modify the rate at which the   restricted share units vest, so that the rate of vesting is commensurate with   your reduced work schedule.



The Company shall not be required to adjust any   vesting schedule pursuant to this subsection.
    
	
 
    	
 
    	
 
    
	
Share Certificates
    	
 
    	
No Ordinary Shares shall be issued to you prior to   the date on which the restricted share units vest. After any restricted share   units vest pursuant to this Agreement, the Company shall promptly cause to be   issued in book-entry form, registered in your name or in the name of your legal   representatives, beneficiaries or heirs, as the case may be, in the register   of members of the Company, the number of Ordinary Shares representing your   vested restricted share units. No fractional shares shall be issued.
    
	
 
    	
 
    	
 
    
	
Section 409A
    	
 
    	
Unless you and the Company have agreed to a deferred   settlement date (pursuant to procedures that the Company may prescribe at its   discretion), settlement of these restricted share units is intended to be   exempt from the application of Code Section 409A pursuant to the   “short-term deferral exemption” in Treasury Regulation   1.409A-1(b)(4) and shall be administrated and interpreted in a manner   that complies with such exemption.
    


 

3











 

	
 
    	
 
    	
Notwithstanding the foregoing, to the extent it is   determined that settlement of these restricted share units is not exempt from   Code Section 409A as a short-term deferral or otherwise and the Company   determines that you are a “specified employee,” as defined in the regulations   under Code Section 409A, at the time of your “separation from service,”   as defined in those regulations, then any restricted share units that   otherwise would have been settled during the first six months following your   separation from service will instead be settled on the first business day   following the earlier of the six-month anniversary of your separation from   service or your death, unless the event triggering vesting is an event other   than your separation from service.
    
	
 
    	
 
    	
 
    
	
No Shareholder Rights
    	
 
    	
The restricted share units do not entitle you to any   of the rights of a shareholder of Ordinary Shares (except as set forth below   under “Dividend Equivalent Rights”). Upon settlement of the restricted share   units into Ordinary Shares, you will obtain full voting and other rights as a   shareholder of the Company.
    
	
 
    	
 
    	
 
    
	
Dividend Equivalent Rights



 
    	
 
    	
In the event the Company pays a cash dividend on its   Ordinary Shares, in accordance with the memorandum and articles of   association of the Company and subject to applicable law, prior to the   vesting and settlement of these restricted share units, the Company shall   credit you with a dollar amount equal to (i) the per share cash dividend   paid by the Company on one Ordinary Share multiplied by (ii) the total   number of Ordinary Shares underlying the unvested restricted share units that   are outstanding on the record date for that dividend (a “Dividend Equivalent   Right”). Any Dividend Equivalent Rights credited pursuant to the preceding   sentence shall be subject to the same terms and conditions, including   vesting, as the restricted share units to which they relate; provided,   however, that they will be paid in cash, subject to availability of   sufficient profits or share premium of the Company, upon vesting of the   underlying restricted share units. No crediting of Dividend Equivalent Rights   shall be made with respect to any restricted share units which, as of the   record date for that dividend, have either vested and settled or were   forfeited in accordance with this Agreement.
    
	
 
    	
 
    	
 
    
	
Units Restricted
    	
 
    	
You may not sell, transfer, pledge or otherwise   dispose of any restricted share units or rights under this Agreement other   than by will or by the laws of descent and distribution. Notwithstanding the   foregoing, you may designate a beneficiary or beneficiaries to receive any   property distributable with respect to the restricted share units upon your   death. A beneficiary designation must be filed with the Company on the proper   form.
    
	
 
    	
 
    	
 
    
	
Withholding Taxes
    	
 
    	
No shares will be distributed to you unless you have   made arrangements acceptable to the Company (and/or the Parent, Subsidiary or   Affiliate employing you) to pay any withholding taxes 
    


 

4











 

	
 
    	
 
    	
that may be due as a result of the vesting and/or   settlement of this award (“Tax Withholding   Obligations”). Prior to the relevant taxable event, you shall pay   or make adequate arrangements satisfactory to the Company (and/or the Parent,   Subsidiary or Affiliate employing you) to satisfy the Tax Withholding   Obligations.



You authorize the Company to instruct the broker   whom it has selected for this purpose to sell a number of Ordinary Shares to   be issued upon the vesting of your restricted share units or a lesser number   necessary to meet the Tax Withholding Obligations. Such sales shall be   effected at a market price following the date that the restricted share units   vest (unless you and the Company have agreed to a later settlement date   pursuant to procedures that the Company may prescribe at its discretion).



You acknowledge that the proceeds of any such sale   may not be sufficient to satisfy the Tax Withholding Obligations. To the   extent the proceeds from such sale are insufficient to cover the Tax Withholding   Obligations, the Company (or the Parent, Subsidiary or Affiliate employing   you) may in its discretion (a) withhold the balance of the Tax   Withholding Obligations from your wages or other cash compensation paid to   you by the Company (or the Parent, Subsidiary or Affiliate employing you)   and/or (b) withhold in Ordinary Shares, provided that the Company only   withholds an amount of shares not in excess of the amount necessary to   satisfy the minimum withholding amount. The fair market value of withheld shares,   determined as of the date taxes otherwise would have been withheld in cash,   will be applied against the Tax Withholding Obligations. If the Company   satisfies the Tax Withholding Obligations by withholding a number of Ordinary   Shares as described above, you are deemed to have been issued the full number   of shares subject to the award of restricted share units.
    
	
 
    	
 
    	
 
    
	
Rule 10b5-1 Plan
    	
 
    	
You acknowledge that the instruction to the broker   to sell in the foregoing section is intended to comply with the requirements   of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of   1934 (the “Exchange Act”), and to be   interpreted to comply with the requirements of   Rule 10b5-1(c)(1) under the Exchange Act (a “10b5-1   Plan”). This 10b5-1 Plan is adopted to be effective as of the   first date on which the restricted share units vest. This 10b5-1 Plan is   being adopted to permit you to sell a number of shares awarded upon the   vesting of restricted share units sufficient to pay the Tax Withholding   Obligations that become due as a result of this award or the vesting of the   restricted share units or, if you elect within thirty days following   notification via the broker whom the Company has selected for this purpose of   your restricted share unit award, to permit you to sell all of the vested   restricted share units. You hereby appoint the Company as your agent and   attorney-in-fact to instruct the broker with respect to the number of shares   to be sold under this 10b5-1 Plan.
    


 

5











 

	
 
    	
 
    	
You hereby authorize the broker to sell the number   of Ordinary Shares determined as set forth above and acknowledge that the   broker is under no obligation to arrange for such sale at any particular   price. You acknowledge that the broker may aggregate your sales with sales   occurring on the same day that are effected on behalf of other Company   employees pursuant to sales of shares vesting under Company options,   restricted share awards or restricted share unit awards and your proceeds   will be based on a blended price for all such sales. You acknowledge that you   will be responsible for all brokerage fees and other costs of sale, and you   agree to indemnify and hold the Company harmless from any losses, costs,   damages, or expenses relating to any such sale. You acknowledge that it may   not be possible to sell Ordinary Shares during the term of this 10b5-1 Plan   due to (a) a legal or contractual restriction applicable to you or to   the broker, (b) a market disruption, (c) rules governing order   execution priority on the Nasdaq Global Market, (d) a sale effected   pursuant to this 10b5-1 Plan that fails to comply (or in the reasonable   opinion of the broker’s counsel is likely not to comply) with Rule 144   under the Securities Act of 1933, if applicable, or (e) if the Company   determines that sales may not be effected under this 10b5-1 Plan. You   acknowledge that this 10b5-1 Plan is subject to the terms of any policy   adopted now or hereafter by the Company governing the adoption of 10b5-1   plans.
    
	
 
    	
 
    	
 
    
	
Restrictions on Issuance
    	
 
    	
The Company will not issue shares to you if the   issuance of shares at that time would violate any law or regulation.
    
	
 
    	
 
    	
 
    
	
Restrictions on Resale
    	
 
    	
You agree not to sell any Ordinary Shares you   receive under this Agreement at a time when applicable laws, regulations,   Company trading policies (including the Company’s Insider Trading Policy, a   copy of which can be found on the Company’s intranet) or an agreement between   the Company and its underwriters prohibit a sale. This restriction will apply   as long as your Service continues and for such period of time after the   termination of your Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
No Retention Rights
    	
 
    	
Your award or this Agreement does not give you the   right to be employed or retained by the Company (or a Parent, Subsidiary or   Affiliate) in any capacity. The Company and its Parents, Subsidiaries and   Affiliates reserve the right to terminate your Service at any time, with or   without cause.
    
	
 
    	
 
    	
 
    
	
Recoupment Policy
    	
 
    	
This award, and the shares acquired upon settlement   of this award, shall be subject to any Company recoupment policy in effect   from time to time.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a share split, a share dividend or a   similar change in the Ordinary Shares, the number of restricted share units   may be adjusted pursuant to the Plan.
    


 

6











 

	
Effect of Significant Corporate Transactions
    	
 
    	
If the Company is a party to a merger, consolidation   or certain change in control transactions, then this award will be subject to   the applicable provisions of Article XI of the Plan, provided that any   action taken must either (a) preserve the exemption of your restricted   share units from Section 409A of the Code or (b) comply with   Section 409A of the Code.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and enforced with   respect to issues of contract law under the laws of the Cayman Islands   (without regard to its choice-of-law provisions).
    
	
 
    	
 
    	
 
    
	
The Plan and Other Agreements
    	
 
    	
The text of the Plan is incorporated in this   Agreement by reference. A copy of the Plan is available on the Company’s   intranet or by request to the Finance Department. Capitalized terms not   otherwise defined herein shall have the meanings ascribed to such terms in the   Plan.



This Agreement, the Notice of Restricted Share Unit   Award, and the Plan constitute the entire understanding between you and the   Company regarding this award. Any prior agreements, commitments or   negotiations concerning this award are superseded. This Agreement may be   amended only by another written agreement between the parties.
    


 

BY ACCEPTING THIS RESTRICTED SHARE UNIT AWARD, YOU AGREE TO

 

ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

7









 

UK Form of RSU for Non-Executive Officers

 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN

 

NOTICE OF RESTRICTED SHARE UNIT AWARD

 

You have been granted the number of restricted share units indicated below by Theravance Biopharma, Inc. (the “Company”) on the following terms:

 

	
Name:
    	
«Name»
    


 

Restricted Share Unit Award Details:

 

	
Date of Grant:
    	
«DateGrant»
    
	
Restricted Share Units:
    	
«TotalShares»
    


 

Each restricted share unit (the “restricted share unit”) represents the right to receive one Ordinary Share of the Company subject to the terms and conditions contained in the Restricted Share Unit Agreement (the “Agreement”).

 

Vesting Schedule:

 

Vesting is dependent upon continuous service as an Employee or Consultant (“Service”) throughout the vesting period.  The restricted share units will vest as follows:                             , provided that you remain in continuous Service through each such date.

 

You and the Company agree that your right to receive the restricted share units is granted under and governed by the terms and conditions of the Theravance Biopharma, Inc. 2013 Equity Incentive Plan (the “Plan”), the UK Addendum thereto and the Agreement that is attached to and made a part of this document.  Capitalized terms not defined herein have the meaning ascribed to such terms in the Plan or the UK Addendum thereto.

 

You agree that the Company may deliver by email all documents relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web site, it will notify you by email.

 

You agree to cover the Tax Liabilities as set forth more fully herein.  In connection with your receipt of the restricted share units, you are simultaneously entering into a trading arrangement that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934 (a “10b5-1 Plan”).  As of the date of the Agreement, you are not aware of any material nonpublic information concerning the Company or its securities, or, as of the date any sales are effected pursuant to the 10b5-1 Plan, you will not effect such sales on the basis of material nonpublic information about the securities or the Company of which you were aware at the time you entered into the Agreement.

 











 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN:
 RESTRICTED SHARE UNIT AGREEMENT

 

	
Grant of Units
    	
 
    	
Subject to all of the terms and conditions set forth   in the Notice of Restricted Share Unit Award, this Restricted Share Unit   Agreement (the “Agreement”),   the Plan and the UK Addendum thereto, the Company has granted to you the   number of restricted share units set forth in the Notice of Restricted Share   Unit Award. It is a condition of grant that you enter into an agreement in   such form agreed by HM Revenue & Customs with the Company or   relevant Parent, Subsidiary or Affiliate who employs you, whereby the   employer’s liability for Secondary Class 1 national insurance   contributions arising in connection with the Restricted Share Units is   transferred to you.
    
	
 
    	
 
    	
 
    
	
Payment for Units
    	
 
    	
No payment is required for the restricted share   units you are receiving.
    
	
 
    	
 
    	
 
    
	
Nature of Units
    	
 
    	
Your restricted share units are bookkeeping entries.   They represent only the Company’s unfunded and unsecured promise to issue   Ordinary Shares on a future date. As a holder of restricted share units, you   have no rights other than the rights of a general creditor of the Company.
    
	
 
    	
 
    	
 
    
	
Settlement of Units
    	
 
    	
Each of your restricted share units will be settled   when it vests (unless you and the Company have agreed to a later settlement   date pursuant to procedures that the Company may prescribe at its   discretion).



At the time of settlement, you will receive one   Ordinary Share for each vested restricted share unit.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The restricted share units that you are receiving   will vest as shown in the Notice of Restricted Share Unit Award.



In addition, the restricted share units will vest in   full if the Company is subject to a “Change in Control”   (as defined in the Plan) before your Service terminates and the restricted   share units are not assumed or replaced with a new award as set forth in   Section 10.1 of the Plan. In addition, the restricted share units shall   vest in full if the Company is subject to a Change in Control before your   Service terminates, and you are subject to an Involuntary Termination (as   defined below) within 24 months after the Change in Control.



For purposes of this Agreement, “Cause” means (i) the unauthorized use or disclosure   of the confidential information or trade secrets of the Company, a Parent, a   Subsidiary or an Affiliate, which use causes material harm to the Company, a   Parent, a Subsidiary or an Affiliate, (ii) conviction of a felony under   the laws of the United States or any 
    


 











 

UK Form of RSU for Non-Executive Officers

 

	
 
    	
 
    	
state thereof, (iii) gross negligence or   (iv) repeated failure to perform lawful assigned duties for thirty days   after receiving written notification from the Board of Directors.



For purposes of this Agreement, “Involuntary Termination” means a termination of your   Service by reason of:



(a) an involuntary   dismissal or discharge by the Company (or Parent, Subsidiary or Affiliate   employing you) for reasons other than for Cause; or

 

(b) your voluntary   resignation following one of the following that is effected by the Company   (or the Parent, Subsidiary or Affiliate employing you) without your consent   (i) a change in your position with the Company (or the Parent,   Subsidiary or Affiliate employing you) which materially reduces your level of   responsibility, (ii) a material reduction in your base compensation or   (iii) a relocation of your workplace by more than fifty miles from your   workplace immediately prior to the Change in Control that also materially   increases your one-way commute, provided that in either case a “separation   from service” (as defined in the regulations under Code Section 409A)   occurs. In order for your resignation under clause (b) to constitute an   “Involuntary Termination,” all of the following requirements must be   satisfied: (1) you must provide notice to the Company of your intent to   resign and assert an Involuntary Termination pursuant to clause   (b) within 90 days of the initial existence of one or more of the   conditions set forth in subclauses (i) through (iii), (2) the   Company (or the Parent, Subsidiary or Affiliate employing you) will have 30   days from the date of such notice to remedy the condition and, if it does so,   you may withdraw your resignation or resign without any vesting acceleration,   and (3) any termination of Service under clause (b) must occur   within two years of the initial existence of one or more of the conditions   set forth in subclauses (i) through (iii). Should the Company (or the   Parent, Subsidiary or Affiliate employing you) remedy the condition as set   forth above and then one or more of the conditions arises again within two   years following the occurrence of a Change in Control, you may assert clause   (b) again subject to all of the conditions set forth herein.



For purposes of this Agreement, “Service” means your continuous service as an Employee or   Consultant.



Notwithstanding the foregoing, if you are or become   eligible to participate in the Company’s Change in Control Severance Plan   (the “Severance Plan”), the vesting   acceleration provisions in the Severance Plan shall apply instead of those   contained herein.



No additional restricted share units vest after your   Service has 
    


 

2











 

UK Form of RSU for Non-Executive Officers

 

	
 
    	
 
    	
terminated for any reason, except as set forth in   the Severance Plan to the extent you are eligible for benefits thereunder. It   is intended that vesting in the restricted share units is commensurate with a   full-time work schedule. For possible adjustments that may be made by the   Company, see the Section below entitled “Leaves of Absence and Part-Time   Work.”
    
	
 
    	
 
    	
 
    
	
Forfeiture
    	
 
    	
If your Service terminates for any reason, then your   restricted share units that have not vested before the termination date and   do not vest as a result of the termination pursuant to this Agreement or as   set forth on the Notice of Restricted Share Unit Award will be forfeited.   This means that the restricted share units will revert to the Company. You   receive no payment for restricted share units that are forfeited. The Company   determines when your Service terminates for all purposes of your restricted   share units.
    
	
 
    	
 
    	
 
    
	
Leaves of Absence and Part-Time Work
    	
 
    	
For purposes of this award, your Service does not   terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by   the Company (or the Parent, Subsidiary or Affiliate employing you) in   writing. If your leave of absence (other than a military leave) lasts for   more than 6 months, then vesting will be suspended on the day that is 6 months   and 1 day after the leave of absence began. Vesting will resume effective as   of the second vesting date after you return from leave of absence provided   you have worked at least one day during that vesting period.



In the case of all leaves, your Service terminates   when the approved leave ends, unless you immediately return to active work.



If you and the Company (or the Parent, Subsidiary or   Affiliate employing you) agree to a reduction in your scheduled work hours,   then the Company reserves the right to modify the rate at which the   restricted share units vest, so that the rate of vesting is commensurate with   your reduced work schedule.



The Company shall not be required to adjust any   vesting schedule pursuant to this subsection.
    
	
 
    	
 
    	
 
    
	
Share Certificates
    	
 
    	
No Ordinary Shares shall be issued to you prior to   the date on which the restricted share units vest. After any restricted share   units vest pursuant to this Agreement, the Company shall promptly cause to be   issued in book-entry form, registered in your name or in the name of your   legal representatives, beneficiaries or heirs, as the case may be, in the   register of members of the Company, the number of Ordinary Shares   representing your vested restricted share units. No fractional shares shall   be issued.
    
	
 
    	
 
    	
 
    
	
Section 409A
    	
 
    	
Unless you and the Company have agreed to a deferred   settlement date (pursuant to procedures that the Company may prescribe at its   discretion), settlement of these restricted share units is intended to be 
    


 

3











 

UK Form of RSU for Non-Executive Officers

 

	
 
    	
 
    	
exempt from the application of Code   Section 409A pursuant to the “short-term deferral exemption” in Treasury   Regulation 1.409A-1(b)(4) and shall be administrated and interpreted in   a manner that complies with such exemption.



Notwithstanding the foregoing, to the extent it is   determined that settlement of these restricted share units is not exempt from   Code Section 409A as a short-term deferral or otherwise and the Company   determines that you are a “specified employee,” as defined in the regulations   under Code Section 409A, at the time of your “separation from service,”   as defined in those regulations, then any restricted share units that otherwise   would have been settled during the first six months following your separation   from service will instead be settled on the first business day following the   earlier of the six-month anniversary of your separation from service or your   death, unless the event triggering vesting is an event other than your   separation from service.
    
	
 
    	
 
    	
 
    
	
No Shareholder Rights
    	
 
    	
The restricted share units do not entitle you to any   of the rights of a shareholder of Ordinary Shares (except as set forth below   under “Dividend Equivalent Rights”). Upon settlement of the restricted share   units into Ordinary Shares, you will obtain full voting and other rights as a   shareholder of the Company.
    
	
 
    	
 
    	
 
    
	
Dividend Equivalent Rights
    	
 
    	
In the event the Company pays a cash dividend on its   Ordinary Shares, in accordance with the memorandum and articles of   association of the Company and subject to applicable law, prior to the   vesting and settlement of these restricted share units, the Company shall   credit you with a dollar amount equal to (i) the per share cash dividend   paid by the Company on one Ordinary Share multiplied by (ii) the total   number of Ordinary Shares underlying the unvested restricted share units that   are outstanding on the record date for that dividend (a “Dividend Equivalent   Right”). Any Dividend Equivalent Rights credited pursuant to the preceding   sentence shall be subject to the same terms and conditions, including   vesting, as the restricted share units to which they relate; provided,   however, that they will be paid in cash, subject to availability of   sufficient profits or share premium of the Company, upon vesting of the   underlying restricted share units. No crediting of Dividend Equivalent Rights   shall be made with respect to any restricted share units which, as of the   record date for that dividend, have either vested and settled or were   forfeited in accordance with this Agreement.
    
	
 
    	
 
    	
 
    
	
Units Restricted
    	
 
    	
You may not sell, transfer, pledge or otherwise   dispose of any restricted share units or rights under this Agreement other   than by will or by the laws of descent and distribution. Notwithstanding the   foregoing, you may designate a beneficiary or beneficiaries to receive any   property distributable with respect to the restricted share units 
    


 

4











 

UK Form of RSU for Non-Executive Officers

 

	
 
    	
 
    	
upon your death. A beneficiary designation must be filed   with the Company on the proper form.
    
	
 
    	
 
    	
 
    
	
Taxes
    	
 
    	
No shares will be distributed to you unless you have   made arrangements acceptable to the Company (and/or the Parent, Subsidiary or   Affiliate employing you) to pay any Tax Liabilities that may be due as a   result of the vesting and/or settlement of this award. Prior to the relevant   taxable event, you shall pay or make adequate arrangements satisfactory to   the Company (and/or the Parent, Subsidiary or Affiliate employing you) to   satisfy the Tax Liabilities.



You authorize the Company to instruct the broker   whom it has selected for this purpose to sell a number of Ordinary Shares to   be issued upon the vesting of your restricted share units or a lesser number   necessary to meet the Tax Liabilities. Such sales shall be effected at a   market price following the date that the restricted share units vest (unless   you and the Company have agreed to a later settlement date pursuant to   procedures that the Company may prescribe at its discretion).



You acknowledge that the proceeds of any such sale   may not be sufficient to satisfy the Tax Liabilities. To the extent the   proceeds from such sale are insufficient to cover the Tax Liabilities, the   Company (or the Parent, Subsidiary or Affiliate employing you) may in its   discretion (a) withhold the balance of the Tax Liabilities from your   wages or other cash compensation paid to you by the Company (or the Parent,   Subsidiary or Affiliate employing you) and/or (b) withhold in Ordinary   Shares, provided that the Company only withholds an amount of shares not in   excess of the amount necessary to satisfy the minimum withholding amount. The   fair market value of withheld shares, determined as of the date taxes   otherwise would have been withheld in cash, will be applied against the Tax Liabilities.   If the Company satisfies the Tax Liabilities by withholding a number of   Ordinary Shares as described above, you are deemed to have been issued the   full number of shares subject to the award of restricted share units.
    
	
 
    	
 
    	
 
    
	
Rule 10b5-1 Plan
    	
 
    	
You acknowledge that the instruction to the broker   to sell in the foregoing section is intended to comply with the requirements   of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of   1934 (the “Exchange Act”), and to be   interpreted to comply with the requirements of   Rule 10b5-1(c)(1) under the Exchange Act (a “10b5-1   Plan”). This 10b5-1 Plan is adopted to be effective as of the   first date on which the restricted share units vest. This 10b5-1 Plan is   being adopted to permit you to sell a number of shares awarded upon the   vesting of restricted share units sufficient to pay the Tax Liabilities that   become due as a result of this award or the vesting of the restricted share   units or, if you elect within thirty days following notification via the   broker whom the Company has selected for this purpose of your restricted 
    


 

5











 

UK Form of RSU for Non-Executive Officers

 

	
 
    	
 
    	
share unit award, to permit you to sell all of the   vested restricted share units. You hereby appoint the Company as your agent   and attorney-in-fact to instruct the broker with respect to the number of   shares to be sold under this 10b5-1 Plan.
    
   You hereby authorize the broker to sell the number of Ordinary Shares   determined as set forth above and acknowledge that the broker is under no   obligation to arrange for such sale at any particular price. You acknowledge   that the broker may aggregate your sales with sales occurring on the same day   that are effected on behalf of other Company employees pursuant to sales of   shares vesting under Company options, restricted share awards or restricted   share unit awards and your proceeds will be based on a blended price for all   such sales. You acknowledge that you will be responsible for all brokerage   fees and other costs of sale, and you agree to indemnify and hold the Company   harmless from any losses, costs, damages, or expenses relating to any such   sale. You acknowledge that it may not be possible to sell Ordinary Shares   during the term of this 10b5-1 Plan due to (a) a legal or contractual   restriction applicable to you or to the broker, (b) a market disruption,   (c) rules governing order execution priority on the Nasdaq Global   Market, (d) a sale effected pursuant to this 10b5-1 Plan that fails to comply   (or in the reasonable opinion of the broker’s counsel is likely not to   comply) with Rule 144 under the Securities Act of 1933, if applicable,   or (e) if the Company determines that sales may not be effected under   this 10b5-1 Plan. You acknowledge that this 10b5-1 Plan is subject to the   terms of any policy adopted now or hereafter by the Company governing the   adoption of 10b5-1 plans.
    
	
 
    	
 
    	
 
    
	
Restrictions on Issuance
    	
 
    	
The Company will not issue shares to you if the   issuance of shares at that time would violate any law or regulation.
    
	
 
    	
 
    	
 
    
	
Restrictions on Resale
    	
 
    	
You agree not to sell any Ordinary Shares you   receive under this Agreement at a time when applicable laws, regulations,   Company trading policies (including the Company’s Insider Trading Policy, a   copy of which can be found on the Company’s intranet) or an agreement between   the Company and its underwriters prohibit a sale. This restriction will apply   as long as your Service continues and for such period of time after the   termination of your Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
No Retention Rights
    	
 
    	
Your award or this Agreement does not give you the   right to be employed or retained by the Company (or a Parent, Subsidiary or   Affiliate) in any capacity. The Company and its Parents, Subsidiaries and Affiliates   reserve the right to terminate your Service at any time, with or without   cause.
    
	
 
    	
 
    	
 
    
	
Recoupment Policy
    	
 
    	
This award, and the shares acquired upon settlement   of this award, shall 
    


 

6











 

UK Form of RSU for Non-Executive Officers

 

	
 
    	
 
    	
be subject to any Company recoupment policy in   effect from time to time.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a share split, a share dividend or a   similar change in the Ordinary Shares, the number of restricted share units   may be adjusted pursuant to the Plan.
    
	
 
    	
 
    	
 
    
	
Effect of Significant Corporate Transactions
    	
 
    	
If the Company is a party to a merger, consolidation   or certain change in control transactions, then this award will be subject to   the applicable provisions of Article XI of the Plan, provided that any   action taken must either (a) preserve the exemption of your restricted   share units from Section 409A of the Code or (b) comply with   Section 409A of the Code.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and enforced with   respect to issues of contract law under the laws of the Cayman Islands   (without regard to its choice-of-law provisions).
    
	
 
    	
 
    	
 
    
	
The Plan and Other Agreements
    	
 
    	
The text of the Plan and the UK Addendum thereto are   incorporated in this Agreement by reference. A copy of the Plan is available   on the Company’s intranet or by request to the Finance Department.   Capitalized terms not otherwise defined herein shall have the meanings   ascribed to such terms in the Plan and the UK Addendum thereto.



This Agreement, the Notice of Restricted Share Unit   Award, the Plan and the UK Addendum thereto constitute the entire   understanding between you and the Company regarding this award. Any prior   agreements, commitments or negotiations concerning this award are superseded.   This Agreement may be amended only by another written agreement between the   parties.
    


 

BY ACCEPTING THIS RESTRICTED SHARE UNIT AWARD, YOU AGREE TO

 

ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE, IN THE PLAN AND THE UK ADDENDUM.

 

7









 

Form of RSU for Executive Officers

 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN

 

NOTICE OF RESTRICTED SHARE UNIT AWARD

 

You have been granted the number of restricted share units indicated below by Theravance Biopharma, Inc. (the “Company”) on the following terms:

 

	
Name:
    	
«Name»
    


 

Restricted Share Unit Award Details:

 

	
Date of Grant:
    	
«DateGrant»
    
	
Restricted Share Units:
    	
«TotalShares»
    


 

Each restricted share unit (the “restricted share unit”) represents the right to receive one Ordinary Share of the Company subject to the terms and conditions contained in the Restricted Share Unit Agreement (the “Agreement”).

 

Vesting Schedule:

 

Vesting is dependent upon continuous service as an Employee or Consultant (“Service”) throughout the vesting period.  The restricted share units will vest as follows:  25% on <<InitialVestDate>>; 6.25% on <<SecondVestDate>>; and an additional 6.25% on the final day of each 3-month period thereafter, provided that you remain in continuous Service through each such date.

 

You and the Company agree that your right to receive the restricted share units is granted under and governed by the terms and conditions of the Theravance Biopharma, Inc. 2013 Equity Incentive Plan (the “Plan”) and of the Agreement that is attached to and made a part of this document.  Capitalized terms not defined herein have the meaning ascribed to such terms in the Plan.

 

You agree that the Company may deliver by email all documents relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web site, it will notify you by email.

 

You agree to cover the applicable withholding taxes as set forth more fully herein.

 











 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN:
 RESTRICTED SHARE UNIT AGREEMENT

 

	
Grant of Units
    	
 
    	
Subject to all of the terms and conditions set forth   in the Notice of Restricted Share Unit Award, this Restricted Share Unit   Agreement (the “Agreement”)   and the Plan, the Company has granted to you the number of restricted share   units set forth in the Notice of Restricted Share Unit Award.
    
	
 
    	
 
    	
 
    
	
Payment for Units
    	
 
    	
No payment is required for the restricted share   units you are receiving.
    
	
 
    	
 
    	
 
    
	
Nature of Units
    	
 
    	
Your restricted share units are bookkeeping entries.   They represent only the Company’s unfunded and unsecured promise to issue   Ordinary Shares on a future date. As a holder of restricted share units, you   have no rights other than the rights of a general creditor of the Company.
    
	
 
    	
 
    	
 
    
	
Settlement of Units
    	
 
    	
Each of your restricted share units will be settled   when it vests (unless you and the Company have agreed to a later settlement   date pursuant to procedures that the Company may prescribe at its   discretion).

 

At the time of settlement, you will receive one   Ordinary Share for each vested restricted share unit.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The restricted share units that you are receiving   will vest as shown in the Notice of Restricted Share Unit Award.

 

In addition, the restricted share units will vest in   full if the Company is subject to a “Change in Control”   (as defined in the Plan) before your Service terminates and the restricted   share units are not assumed or replaced with a new award as set forth in   Section 10.1 of the Plan. In addition, the restricted share units shall   vest in full if the Company is subject to a Change in Control before your   Service terminates, and you are subject to an Involuntary Termination (as   defined below) within 24 months after the Change in Control.

 

For purposes of this Agreement, “Cause” means (i) the unauthorized use or disclosure   of the confidential information or trade secrets of the Company, a Parent, a   Subsidiary or an Affiliate, which use causes material harm to the Company, a   Parent, a Subsidiary or an Affiliate, (ii) conviction of a felony under   the laws of the United States or any state thereof, (iii) gross   negligence or (iv) repeated failure to perform lawful assigned duties   for thirty days after receiving written notification from the Board of   Directors.
    


 











 

	
 
    	
 
    	
For purposes of this Agreement, “Involuntary Termination” means a termination of your   Service by reason of:

 

(a)         an involuntary   dismissal or discharge by the Company (or Parent, Subsidiary or Affiliate   employing you) for reasons other than for Cause; or

 

(b)         your voluntary   resignation following one of the following that is effected by the Company   (or the Parent, Subsidiary or Affiliate employing you) without your consent   (i) a change in your position with the Company (or the Parent,   Subsidiary or Affiliate employing you) which materially reduces your level of   responsibility, (ii) a material reduction in your base compensation or   (iii) a relocation of your workplace by more than fifty miles from your   workplace immediately prior to the Change in Control that also materially   increases your one-way commute, provided that in either case a “separation   from service” (as defined in the regulations under Code Section 409A)   occurs. In order for your resignation under clause (b) to constitute an   “Involuntary Termination,” all of the following requirements must be satisfied:   (1) you must provide notice to the Company of your intent to resign and   assert an Involuntary Termination pursuant to clause (b) within 90 days   of the initial existence of one or more of the conditions set forth in   subclauses (i) through (iii), (2) the Company (or the Parent,   Subsidiary or Affiliate employing you) will have 30 days from the date of   such notice to remedy the condition and, if it does so, you may withdraw your   resignation or resign without any vesting acceleration, and (3) any termination   of Service under clause (b) must occur within two years of the initial   existence of one or more of the conditions set forth in subclauses   (i) through (iii). Should the Company (or the Parent, Subsidiary or   Affiliate employing you) remedy the condition as set forth above and then one   or more of the conditions arises again within two years following the   occurrence of a Change in Control, you may assert clause (b) again   subject to all of the conditions set forth herein.

 

For purposes of this Agreement, “Service” means your continuous service as an Employee or   Consultant.

 

Notwithstanding the foregoing, if you are or become   eligible to participate in the Company’s Change in Control Severance Plan   (the “Severance Plan”), the vesting   acceleration provisions in the Severance Plan shall apply instead of those   contained herein.

 

No additional restricted share units vest after your   Service has terminated for any reason, except as set forth in the Severance   Plan to the extent you are eligible for benefits thereunder. It is intended   that vesting in the restricted share units is commensurate with a full-time   work schedule. For possible adjustments that may be made by the Company, see   the Section below entitled “Leaves of Absence and Part-Time Work.”
    


 

2











 

	
Forfeiture
    	
 
    	
If your Service terminates for any reason, then your   restricted share units that have not vested before the termination date and   do not vest as a result of the termination pursuant to this Agreement or as   set forth on the Notice of Restricted Share Unit Award will be forfeited.   This means that the restricted share units will revert to the Company. You   receive no payment for restricted share units that are forfeited. The Company   determines when your Service terminates for all purposes of your restricted   share units.
    
	
 
    	
 
    	
 
    
	
Leaves of Absence and Part-Time Work
    	
 
    	
For purposes of this award, your Service does not   terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by   the Company (or the Parent, Subsidiary or Affiliate employing you) in   writing. If your leave of absence (other than a military leave) lasts for   more than 6 months, then vesting will be suspended on the day that is 6   months and 1 day after the leave of absence began. Vesting will resume   effective as of the second vesting date after you return from leave of   absence provided you have worked at least one day during that vesting period.

 

In the case of all leaves, your Service terminates   when the approved leave ends, unless you immediately return to active work.

 

If you and the Company (or the Parent, Subsidiary or   Affiliate employing you) agree to a reduction in your scheduled work hours,   then the Company reserves the right to modify the rate at which the   restricted share units vest, so that the rate of vesting is commensurate with   your reduced work schedule.

 

The Company shall not be required to adjust any   vesting schedule pursuant to this subsection.
    
	
 
    	
 
    	
 
    
	
Share Certificates
    	
 
    	
No Ordinary Shares shall be issued to you prior to   the date on which the restricted share units vest. After any restricted share   units vest pursuant to this Agreement, the Company shall promptly cause to be   issued in book-entry form, registered in your name or in the name of your   legal representatives, beneficiaries or heirs, as the case may be, in the   register of members of the Company, the number of Ordinary Shares   representing your vested restricted share units. No fractional shares shall be   issued.
    
	
 
    	
 
    	
 
    
	
Section 409A
    	
 
    	
Unless you and the Company have agreed to a deferred   settlement date (pursuant to procedures that the Company may prescribe at its   discretion), settlement of these restricted share units is intended to be   exempt from the application of Code Section 409A pursuant to the   “short-term deferral exemption” in Treasury Regulation   1.409A-1(b)(4) and shall be administrated and interpreted in a manner   that complies with such exemption.
    


 

3











 

	
 
    	
 
    	
Notwithstanding the foregoing, to the extent it is   determined that settlement of these restricted share units is not exempt from   Code Section 409A as a short-term deferral or otherwise and the Company   determines that you are a “specified employee,” as defined in the regulations   under Code Section 409A, at the time of your “separation from service,”   as defined in those regulations, then any restricted share units that   otherwise would have been settled during the first six months following your   separation from service will instead be settled on the first business day   following the earlier of the six-month anniversary of your separation from   service or your death, unless the event triggering vesting is an event other   than your separation from service.
    
	
 
    	
 
    	
 
    
	
No Shareholder Rights
    	
 
    	
The restricted share units do not entitle you to any   of the rights of a shareholder of Ordinary Shares (except as set forth below   under “Dividend Equivalent Rights”). Upon settlement of the restricted share units   into Ordinary Shares, you will obtain full voting and other rights as a   shareholder of the Company.
    
	
 
    	
 
    	
 
    
	
Dividend Equivalent Rights
    	
 
    	
In the event the Company pays a cash dividend on its   Ordinary Shares, in accordance with the memorandum and articles of   association of the Company and subject to applicable law, prior to the   vesting and settlement of these restricted share units, the Company shall   credit you with a dollar amount equal to (i) the per share cash dividend   paid by the Company on one Ordinary Share multiplied by (ii) the total   number of Ordinary Shares underlying the unvested restricted share units that   are outstanding on the record date for that dividend (a “Dividend Equivalent   Right”). Any Dividend Equivalent Rights credited pursuant to the preceding   sentence shall be subject to the same terms and conditions, including   vesting, as the restricted share units to which they relate; provided,   however, that they will be paid in cash, subject to availability of   sufficient profits or share premium of the Company, upon vesting of the   underlying restricted share units. No crediting of Dividend Equivalent Rights   shall be made with respect to any restricted share units which, as of the   record date for that dividend, have either vested and settled or were   forfeited in accordance with this Agreement.
    
	
 
    	
 
    	
 
    
	
Units Restricted
    	
 
    	
You may not sell, transfer, pledge or otherwise   dispose of any restricted share units or rights under this Agreement other   than by will or by the laws of descent and distribution. Notwithstanding the   foregoing, you may designate a beneficiary or beneficiaries to receive any   property distributable with respect to the restricted share units upon your   death. A beneficiary designation must be filed with the Company on the proper   form.
    
	
 
    	
 
    	
 
    
	
Withholding Taxes
    	
 
    	
No shares will be distributed to you unless you have   made arrangements acceptable to the Company (and/or the Parent, Subsidiary or   Affiliate employing you) to pay any withholding taxes
    


 

4











 

	
 
    	
 
    	
that may be due as a result of the vesting and/or   settlement of this award (“Tax Withholding   Obligations”). Prior to the relevant taxable event, you shall pay   or make adequate arrangements satisfactory to the Company (and/or the Parent,   Subsidiary or Affiliate employing you) to satisfy the Tax Withholding   Obligations.

 

At your discretion, these arrangements may include   (a) payment in cash, (b) payment from the proceeds of the sale of   shares through a Company-approved broker or (c) withholding Ordinary   Shares that otherwise would be issued to you when the units are settled with   a fair market value not in excess of the amount necessary to satisfy the   minimum withholding amount, provided that the Company, acting through the Board   of Directors or Compensation Committee, may provide prospectively that it no   longer authorizes (c) withholding of shares.

 

If the Company (or the Parent, Subsidiary or   Affiliate employing you) satisfies the Tax Withholding Obligations by   withholding a number of Ordinary Shares as described above, you will be   deemed to have been issued the full number of shares subject to the award of   restricted share units, including the number of shares withheld to satisfy   the Tax Withholding Obligations, and the fair market value of these shares,   determined as of the date when taxes otherwise would have been withheld in   cash, will be applied to the withholding taxes.

 

You acknowledge that the proceeds of a sale pursuant   to (b) above or withholding pursuant to (c) above may not be   sufficient to satisfy the Tax Withholding Obligations. To the extent the   proceeds from such sale are insufficient to cover the Tax Withholding   Obligations, the Company (or the Parent, Subsidiary or Affiliate employing   you) may in its discretion withhold the balance of the Tax Withholding   Obligations from your wages or other cash compensation paid to you by the   Company (or the Parent, Subsidiary or Affiliate employing you).
    
	
 
    	
 
    	
 
    
	
Restrictions on Issuance
    	
 
    	
The Company will not issue shares to you if the issuance   of shares at that time would violate any law or regulation.
    
	
 
    	
 
    	
 
    
	
Restrictions on Resale
    	
 
    	
You agree not to sell any Ordinary Shares you   receive under this Agreement at a time when applicable laws, regulations,   Company trading policies (including the Company’s Insider Trading Policy, a   copy of which can be found on the Company’s intranet) or an agreement between   the Company and its underwriters prohibit a sale. This restriction will apply   as long as your Service continues and for such period of time after the   termination of your Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
No Retention Rights
    	
 
    	
Your award or this Agreement does not give you the   right to be employed or retained by the Company (or a Parent, Subsidiary or   Affiliate) in any capacity. The Company and its Parents, Subsidiaries and   Affiliates reserve the right to terminate your Service at any time, with or   without cause.
    


 

5











 

	
Recoupment Policy
    	
 
    	
This award, and the shares acquired upon settlement   of this award, shall be subject to any Company recoupment policy in effect   from time to time.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a share split, a share dividend or a   similar change in the Ordinary Shares, the number of restricted share units   may be adjusted pursuant to the Plan.
    
	
 
    	
 
    	
 
    
	
Effect of Significant Corporate Transactions
    	
 
    	
If the Company is a party to a merger, consolidation   or certain change in control transactions, then this award will be subject to   the applicable provisions of Article XI of the Plan, provided that any   action taken must either (a) preserve the exemption of your restricted   share units from Section 409A of the Code or (b) comply with   Section 409A of the Code.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and enforced with   respect to issues of contract law under the laws of the Cayman Islands   (without regard to its choice-of-law provisions).
    
	
 
    	
 
    	
 
    
	
The Plan and Other Agreements
    	
 
    	
The text of the Plan is incorporated in this   Agreement by reference. A copy of the Plan is available on the Company’s   intranet or by request to the Finance Department. Capitalized terms not   otherwise defined herein shall have the meanings ascribed to such terms in   the Plan.

 

This Agreement, the Notice of Restricted Share Unit   Award, and the Plan constitute the entire understanding between you and the   Company regarding this award. Any prior agreements, commitments or   negotiations concerning this award are superseded. This Agreement may be   amended only by another written agreement between the parties.
    


 

BY ACCEPTING THIS RESTRICTED SHARE UNIT AWARD, YOU AGREE TO

 

ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

6









 

UK Form of RSU for Executive Officers

 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN

 

NOTICE OF RESTRICTED SHARE UNIT AWARD

 

You have been granted the number of restricted share units indicated below by Theravance Biopharma, Inc. (the “Company”) on the following terms:

 

	
Name:
    	
«Name»
    


 

Restricted Share Unit Award Details:

 

	
Date of Grant:
    	
«DateGrant»
    
	
Restricted Share Units:
    	
«TotalShares»
    


 

Each restricted share unit (the “restricted share unit”) represents the right to receive one Ordinary Share of the Company subject to the terms and conditions contained in the Restricted Share Unit Agreement (the “Agreement”).

 

Vesting Schedule:

 

Vesting is dependent upon continuous service as an Employee or Consultant (“Service”) throughout the vesting period.  The restricted share units will vest as follows:  25% on <<InitialVestDate>>; 6.25% on <<SecondVestDate>>; and an additional 6.25% on the final day of each 3-month period thereafter, provided that you remain in continuous Service through each such date.

 

You and the Company agree that your right to receive the restricted share units is granted under and governed by the terms and conditions of the Theravance Biopharma, Inc. 2013 Equity Incentive Plan (the “Plan”), the UK Addendum thereto and the Agreement that is attached to and made a part of this document.  Capitalized terms not defined herein have the meaning ascribed to such terms in the Plan or the UK Addendum thereto.

 

You agree that the Company may deliver by email all documents relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web site, it will notify you by email.

 

You agree to cover the Tax Liabilities as set forth more fully herein.

 











 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN:
 RESTRICTED SHARE UNIT AGREEMENT

 

	
Grant of Units
    	
 
    	
Subject to all of the terms and conditions set forth   in the Notice of Restricted Share Unit Award, this Restricted Share Unit   Agreement (the “Agreement”),   the Plan and the UK Addendum thereto, the Company has granted to you the number   of restricted share units set forth in the Notice of Restricted Share Unit   Award. It is a condition of grant that you enter into an agreement in such   form agreed by HM Revenue & Customs with the Company or relevant   Parent, Subsidiary or Affliate who employs you, whereby the employer’s   liability for Secondary Class 1 national insurance contributions arising   in connection with the Restricted Share Units is transferred to you.
    
	
 
    	
 
    	
 
    
	
Payment for Units
    	
 
    	
No payment is required for the restricted share   units you are receiving.
    
	
 
    	
 
    	
 
    
	
Nature of Units
    	
 
    	
Your restricted share units are bookkeeping entries.   They represent only the Company’s unfunded and unsecured promise to issue   Ordinary Shares on a future date. As a holder of restricted share units, you   have no rights other than the rights of a general creditor of the Company.
    
	
 
    	
 
    	
 
    
	
Settlement of Units
    	
 
    	
Each of your restricted share units will be settled   when it vests (unless you and the Company have agreed to a later settlement   date pursuant to procedures that the Company may prescribe at its   discretion).

 

At the time of settlement, you will receive one   Ordinary Share for each vested restricted share unit.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The restricted share units that you are receiving   will vest as shown in the Notice of Restricted Share Unit Award.

 

In addition, the restricted share units will vest in   full if the Company is subject to a “Change in Control”   (as defined in the Plan) before your Service terminates and the restricted   share units are not assumed or replaced with a new award as set forth in   Section 10.1 of the Plan. In addition, the restricted share units shall   vest in full if the Company is subject to a Change in Control before your   Service terminates, and you are subject to an Involuntary Termination (as   defined below) within 24 months after the Change in Control.

 

For purposes of this Agreement, “Cause” means (i) the unauthorized use or disclosure   of the confidential information or trade secrets of the Company, a Parent, a   Subsidiary or an Affiliate, which use causes material harm to the Company, a   Parent, a Subsidiary or an Affiliate, (ii) conviction of a felony under   the laws of the United States or any 
    


 











 

	
 
    	
 
    	
state thereof, (iii) gross negligence or   (iv) repeated failure to perform lawful assigned duties for thirty days   after receiving written notification from the Board of Directors.

 

For purposes of this Agreement, “Involuntary Termination” means a termination of your   Service by reason of:

 

(a)         an involuntary   dismissal or discharge by the Company (or Parent, Subsidiary or Affiliate   employing you) for reasons other than for Cause; or

 

(b)         your voluntary   resignation following one of the following that is effected by the Company   (or the Parent, Subsidiary or Affiliate employing you) without your consent   (i) a change in your position with the Company (or the Parent,   Subsidiary or Affiliate employing you) which materially reduces your level of   responsibility, (ii) a material reduction in your base compensation or   (iii) a relocation of your workplace by more than fifty miles from your   workplace immediately prior to the Change in Control that also materially   increases your one-way commute, provided that in either case a “separation   from service” (as defined in the regulations under Code Section 409A)   occurs. In order for your resignation under clause (b) to constitute an   “Involuntary Termination,” all of the following requirements must be   satisfied: (1) you must provide notice to the Company of your intent to   resign and assert an Involuntary Termination pursuant to clause   (b) within 90 days of the initial existence of one or more of the   conditions set forth in subclauses (i) through (iii), (2) the   Company (or the Parent, Subsidiary or Affiliate employing you) will have 30   days from the date of such notice to remedy the condition and, if it does so,   you may withdraw your resignation or resign without any vesting acceleration,   and (3) any termination of Service under clause (b) must occur   within two years of the initial existence of one or more of the conditions   set forth in subclauses (i) through (iii). Should the Company (or the   Parent, Subsidiary or Affiliate employing you) remedy the condition as set   forth above and then one or more of the conditions arises again within two   years following the occurrence of a Change in Control, you may assert clause   (b) again subject to all of the conditions set forth herein.

 

For purposes of this Agreement, “Service” means your continuous service as an Employee or   Consultant.

 

Notwithstanding the foregoing, if you are or become   eligible to participate in the Company’s Change in Control Severance Plan   (the “Severance Plan”), the vesting   acceleration provisions in the Severance Plan shall apply instead of those   contained herein.
    


 

2











 

	
 
    	
 
    	
No additional restricted share units vest after your   Service has terminated for any reason, except as set forth in the Severance   Plan to the extent you are eligible for benefits thereunder. It is intended   that vesting in the restricted share units is commensurate with a full-time   work schedule. For possible adjustments that may be made by the Company, see   the Section below entitled “Leaves of Absence and Part-Time Work.”
    
	
 
    	
 
    	
 
    
	
Forfeiture
    	
 
    	
If your Service terminates for any reason, then your   restricted share units that have not vested before the termination date and   do not vest as a result of the termination pursuant to this Agreement or as   set forth on the Notice of Restricted Share Unit Award will be forfeited.   This means that the restricted share units will revert to the Company. You   receive no payment for restricted share units that are forfeited. The Company   determines when your Service terminates for all purposes of your restricted   share units.
    
	
 
    	
 
    	
 
    
	
Leaves of Absence and Part-Time Work
    	
 
    	
For purposes of this award, your Service does not   terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by   the Company (or the Parent, Subsidiary or Affiliate employing you) in writing.   If your leave of absence (other than a military leave) lasts for more than 6   months, then vesting will be suspended on the day that is 6 months and 1 day   after the leave of absence began. Vesting will resume effective as of the   second vesting date after you return from leave of absence provided you have   worked at least one day during that vesting period.

 

In the case of all leaves, your Service terminates   when the approved leave ends, unless you immediately return to active work.

 

If you and the Company (or the Parent, Subsidiary or   Affiliate employing you) agree to a reduction in your scheduled work hours,   then the Company reserves the right to modify the rate at which the   restricted share units vest, so that the rate of vesting is commensurate with   your reduced work schedule.

 

The Company shall not be required to adjust any   vesting schedule pursuant to this subsection.
    
	
 
    	
 
    	
 
    
	
Share Certificates
    	
 
    	
No Ordinary Shares shall be issued to you prior to   the date on which the restricted share units vest. After any restricted share   units vest pursuant to this Agreement, the Company shall promptly cause to be   issued in book-entry form, registered in your name or in the name of your   legal representatives, beneficiaries or heirs, as the case may be, in the   register of members of the Company, the number of Ordinary Shares   representing your vested restricted share units. No fractional shares shall   be issued.
    
	
 
    	
 
    	
 
    
	
Section 409A
    	
 
    	
Unless you and the Company have agreed to a deferred   settlement date (pursuant to procedures that the Company may prescribe at its   discretion), settlement of these restricted share units is intended to be 
    


 

3











 

	
 
    	
 
    	
exempt from the application of Code   Section 409A pursuant to the “short-term deferral exemption” in Treasury   Regulation 1.409A-1(b)(4) and shall be administrated and interpreted in   a manner that complies with such exemption.

 

Notwithstanding the foregoing, to the extent it is   determined that settlement of these restricted share units is not exempt from   Code Section 409A as a short-term deferral or otherwise and the Company   determines that you are a “specified employee,” as defined in the regulations   under Code Section 409A, at the time of your “separation from service,”   as defined in those regulations, then any restricted share units that   otherwise would have been settled during the first six months following your   separation from service will instead be settled on the first business day   following the earlier of the six-month anniversary of your separation from   service or your death, unless the event triggering vesting is an event other   than your separation from service.
    
	
 
    	
 
    	
 
    
	
No Shareholder Rights
    	
 
    	
The restricted share units do not entitle you to any   of the rights of a shareholder of Ordinary Shares (except as set forth below   under “Dividend Equivalent Rights”). Upon settlement of the restricted share   units into Ordinary Shares, you will obtain full voting and other rights as a   shareholder of the Company.
    
	
 
    	
 
    	
 
    
	
Dividend Equivalent Rights
    	
 
    	
In the event the Company pays a cash dividend on its   Ordinary Shares, in accordance with the memorandum and articles of   association of the Company and subject to applicable law, prior to the   vesting and settlement of these restricted share units, the Company shall   credit you with a dollar amount equal to (i) the per share cash dividend   paid by the Company on one Ordinary Share multiplied by (ii) the total   number of Ordinary Shares underlying the unvested restricted share units that   are outstanding on the record date for that dividend (a “Dividend Equivalent   Right”). Any Dividend Equivalent Rights credited pursuant to the preceding   sentence shall be subject to the same terms and conditions, including   vesting, as the restricted share units to which they relate; provided,   however, that they will be paid in cash, subject to availability of   sufficient profits or share premium of the Company, upon vesting of the   underlying restricted share units. No crediting of Dividend Equivalent Rights   shall be made with respect to any restricted share units which, as of the   record date for that dividend, have either vested and settled or were   forfeited in accordance with this Agreement.
    
	
 
    	
 
    	
 
    
	
Units Restricted
    	
 
    	
You may not sell, transfer, pledge or otherwise   dispose of any restricted share units or rights under this Agreement other   than by will or by the laws of descent and distribution. Notwithstanding the   foregoing, you may designate a beneficiary or beneficiaries to receive any   property distributable with respect to the restricted share units upon your   death. A beneficiary designation must be filed with the Company on the proper   form.
    


 

4











 

	
Taxes
    	
 
    	
No shares will be distributed to you unless you have   made arrangements acceptable to the Company (and/or the Parent, Subsidiary or   Affiliate employing you) to pay any Tax Liabilities that may be due as a   result of the vesting and/or settlement of this award. Prior to the relevant   taxable event, you shall pay or make adequate arrangements satisfactory to   the Company (and/or the Parent, Subsidiary or Affiliate employing you) to   satisfy all Tax Liabilities.

 

At your discretion, these arrangements may include   (a) payment in cash, (b) payment from the proceeds of the sale of   shares through a Company-approved broker or (c) withholding Ordinary   Shares that otherwise would be issued to you when the units are settled with   a fair market value not in excess of the amount necessary to satisfy the   minimum Tax Liabilities, provided that the Company, acting through the Board   of Directors or Compensation Committee, may provide prospectively that it no   longer authorizes (c) withholding of shares.

 

If the Company (or the Parent, Subsidiary or   Affiliate employing you) satisfies the Tax Liabilities by withholding a   number of Ordinary Shares as described above, you will be deemed to have been   issued the full number of shares subject to the award of restricted share   units, including the number of shares withheld to satisfy the Tax   Liabilities, and the fair market value of these shares, determined as of the   date when taxes otherwise would have been withheld in cash, will be applied   to the Tax Liabilities.

 

You acknowledge that the proceeds of a sale pursuant   to (b) above or withholding pursuant to (c) above may not be   sufficient to satisfy the Tax Liabilities. To the extent the proceeds from   such sale are insufficient to cover the Tax Liabilities, the Company (or the   Parent, Subsidiary or Affiliate employing you) may in its discretion withhold   the balance of the Tax Liabilities from your wages or other cash compensation   paid to you by the Company (or the Parent, Subsidiary or Affiliate employing   you).
    
	
 
    	
 
    	
 
    
	
Restrictions on Issuance
    	
 
    	
The Company will not issue shares to you if the   issuance of shares at that time would violate any law or regulation.
    
	
 
    	
 
    	
 
    
	
Restrictions on Resale
    	
 
    	
You agree not to sell any Ordinary Shares you   receive under this Agreement at a time when applicable laws, regulations,   Company trading policies (including the Company’s Insider Trading Policy, a   copy of which can be found on the Company’s intranet) or an agreement between   the Company and its underwriters prohibit a sale. This restriction will apply   as long as your Service continues and for such period of time after the   termination of your Service as the Company may specify.
    


 

5











 

	
No Retention Rights
    	
 
    	
Your award or this Agreement does not give you the   right to be employed or retained by the Company (or a Parent, Subsidiary or   Affiliate) in any capacity. The Company and its Parents, Subsidiaries and   Affiliates reserve the right to terminate your Service at any time, with or   without cause.
    
	
 
    	
 
    	
 
    
	
Recoupment Policy
    	
 
    	
This award, and the shares acquired upon settlement   of this award, shall be subject to any Company recoupment policy in effect   from time to time.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a share split, a share dividend or a   similar change in the Ordinary Shares, the number of restricted share units   may be adjusted pursuant to the Plan.
    
	
 
    	
 
    	
 
    
	
Effect of Significant Corporate Transactions
    	
 
    	
If the Company is a party to a merger, consolidation   or certain change in control transactions, then this award will be subject to   the applicable provisions of Article XI of the Plan, provided that any   action taken must either (a) preserve the exemption of your restricted   share units from Section 409A of the Code or (b) comply with   Section 409A of the Code.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and enforced with   respect to issues of contract law under the laws of the Cayman Islands   (without regard to its choice-of-law provisions).
    
	
 
    	
 
    	
 
    
	
The Plan and Other Agreements
    	
 
    	
The text of the Plan and the UK Addendum thereto are   incorporated in this Agreement by reference. A copy of the Plan is available   on the Company’s intranet or by request to the Finance Department.   Capitalized terms not otherwise defined herein shall have the meanings   ascribed to such terms in the Plan and the UK Addendum thereto.

 

This Agreement, the Notice of Restricted Share Unit   Award, the Plan and the UK Addendum thereto constitute the entire   understanding between you and the Company regarding this award. Any prior   agreements, commitments or negotiations concerning this award are superseded.   This Agreement may be amended only by another written agreement between the   parties.
    


 

BY ACCEPTING THIS RESTRICTED SHARE UNIT AWARD, YOU AGREE TO

 

ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE, IN THE PLAN AND THE UK ADDENDUM.

 

6









 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN

 

NOTICE OF OPTION GRANT

 

You have been granted the following option to purchase Ordinary Shares of Theravance Biopharma, Inc. (the “Company”):

 

	
Name of Optionee:
    	
 
    	
<<FIRST_NAME>> <<LAST_NAME>>
    
	
 
    	
 
    	
 
    
	
ID Number:
    	
 
    	
<<EMPLOYEE_IDENTIFIER>>
    
	
 
    	
 
    	
 
    
	
Total Number of Shares:
    	
 
    	
<<TOTAL_SHARES_GRANTED>>
    
	
 
    	
 
    	
 
    
	
Type of Option:
    	
 
    	
Nonstatutory Option
    
	
 
    	
 
    	
 
    
	
Grant Number:
    	
 
    	
<<OPTION_NUMBER>>
    
	
 
    	
 
    	
 
    
	
Exercise Price Per Share:
    	
 
    	
<<OPTION_PRICE>>
    
	
 
    	
 
    	
 
    
	
Date of Grant:
    	
 
    	
<<OPTION_DATE,’Month DD, YYYY’>>
    
	
 
    	
 
    	
 
    
	
Vesting Schedule:
    	
 
    	
This option shall vest and become exercisable with   respect to the first 25% of the Ordinary Shares subject to this option on   <<VEST_DATE_PERIOD1, ‘Month DD, YYYY’>>, subject to your   continuous service as an Employee or Consultant (“Service”) through such   date. This option shall vest and become exercisable with respect to an   additional 1/48th of the Ordinary Shares subject to this option   when you complete each month of continuous Service thereafter.  The   option shall be fully vested and exercisable on <<VEST_DATE_PERIOD2,   ‘Month DD, YYYY’>> provided you have remained in continuous   Service through such date.
    
	
 
    	
 
    	
 
    
	
Expiration Date:
    	
 
    	
<<EXPIRE_DATE_PERIOD1, ‘Month DD,   YYYY’>>. This option expires earlier if your Service terminates   earlier, as described in the Option Agreement, and may be terminated sooner   in connection with certain corporate transactions as provided in Article XI   of the Plan.
    


 

You and the Company agree that this option is granted under and governed by the terms and conditions of the Option Agreement, which is attached to and made a part of this document, and the 2013 Equity Incentive Plan (the “Plan”) and the Irish Addendum to the Plan. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Plan and the Irish Addendum.

 

You further agree that the Company may deliver by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web site, it will notify you by email.

 











 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN

 

OPTION AGREEMENT

 

	
Grant of Option
    	
 
    	
Subject to all of the terms and conditions set forth   in the Notice of Option Grant, this Option Agreement (the “Agreement”), the Plan and the Irish Addendum, the Company   has granted you an option to purchase up to the total number of shares   specified in the Notice of Option Grant at the exercise price indicated in   the Notice of Option Grant.
    
	
 
    	
 
    	
 
    
	
Tax Treatment
    	
 
    	
This option is intended to be a nonstatutory option,   as provided in the Notice of Option Grant.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
This option vests and becomes exercisable as shown   in the Notice of Option Grant.

 

This option shall vest and become exercisable in   full if the Company is subject to a “Change in Control”   (as defined in the Plan) before your Service terminates and this option is   not assumed or replaced with a new award as set forth in Section 10.1 of   the Plan. In addition, this option shall vest and become exercisable in full   if the Company is subject to a Change in Control before your Service   terminates, and you are subject to an Involuntary Termination (as defined   below) within 24 months after the Change in Control.

 

For purposes of this Agreement, “Cause” shall mean (i) the unauthorized use or disclosure   of the confidential information or trade secrets of the Company, a Parent, a   Subsidiary or an Affiliate, which use causes material harm to the Company, a   Parent, a Subsidiary or an Affiliate, (ii) conviction of a crime   constituting a felony under the laws of the jurisdiction where the criminal   action had been brought (or, where a jurisdiction does not classify any crime   as a felony, a crime for which you are sentenced to imprisonment),   (iii) gross negligence or (iv) repeated failure to perform lawful   assigned duties for thirty days after receiving written notification from the   Board of Directors.

 

For purposes of this Agreement, “Involuntary Termination” means the termination of your   Service by reason of:

 

(a)   an involuntary dismissal or discharge by   the Company (or Parent, Subsidiary or Affiliate employing you) for reasons   other than for Cause; or

 

(b)   your voluntary resignation following one of   the following that is effected by the Company (or the Parent, Subsidiary or   Affiliate employing you) without your consent (i) a change in your   position with the Company (or Parent, Subsidiary or Affiliate 
    


 











 

	
 
    	
 
    	
employing you) which   materially reduces your level of responsibility, (ii) a material   reduction in your base compensation or (iii) a relocation of your   workplace by more than fifty miles from your workplace immediately prior to   the Change in Control that also materially increases your one-way commute. In   order for your resignation under clause (b) to constitute an   “Involuntary Termination,” all of the following requirements must be   satisfied: (1) you must provide notice to the Company of your intent to   resign and assert an Involuntary Termination pursuant to clause   (b) within 90 days of the initial existence of one or more of the   conditions set forth in subclauses (i) through (iii), (2) the   Company (or the Parent, Subsidiary or Affiliate employing you) will have 30   days from the date of such notice to remedy the condition and, if it does so,   you may withdraw your resignation or resign without any vesting acceleration,   and (3) any termination of Service under clause (b) must occur within   two years of the initial existence of one or more of the conditions set forth   in subclauses (i) through (iii). Should the Company (or the Parent,   Subsidiary or Affiliate employing you) remedy the condition as set forth   above and then one or more of the conditions arises again within two years   following the occurrence of a Change in Control, you may assert clause   (b) again subject to all of the conditions set forth herein.

 

For purposes of this Agreement, “Service” means your service as an Employee or Consultant.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding the foregoing, if you are or become   eligible to participate in the Company’s Change in Control Severance Plan   (the “Severance Plan”), the vesting   acceleration provisions in the Severance Plan shall apply instead of those contained   herein.

 

No additional shares will vest or become exercisable   after your Service has terminated for any reason, except as set forth in the   Severance Plan to the extent you are eligible for benefits thereunder.
    
	
 
    	
 
    	
 
    
	
Term
    	
 
    	
This option expires in any event at the close of   business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown   in the Notice of Option Grant. (This option will expire earlier if your   Service terminates, as described below, and this option may be terminated   sooner as provided in Article XI of the Plan.)

 

You may exercise this option, to the extent vested   and exercisable, at any time before its expiration or termination pursuant to   this Agreement or the Plan.
    
	
 
    	
 
    	
 
    
	
Termination of Service
    	
 
    	
If your Service terminates for any reason, this   option will expire to the extent it is unvested as of your termination date   and does not vest as a result of your termination of Service. The Company   determines when your Service terminates for all purposes of this option. 
    


 

3











 

	
Regular Termination
    	
 
    	
If your Service terminates for any reason except   death or total and permanent disability, then this option, to the extent   vested as of your termination date, will expire at the close of business at   Company headquarters on the date three months after your termination date.
    
	
 
    	
 
    	
 
    
	
Death/Disability
    	
 
    	
If your Service terminates because of your death or   due to your total and permanent disability, then this option, to the extent   vested as of your termination date, will expire at the close of business at   Company headquarters on the date 12 months after your termination date.

 

For all purposes under this Agreement, “total and   permanent disability” means that you are unable to engage in any substantial   gainful activity by reason of any medically determinable physical or mental   impairment which can be expected to result in death or which has lasted, or   can be expected to last, for a continuous period of not less than one year.
    
	
 
    	
 
    	
 
    
	
Leaves of Absence and Part-Time Work
    	
 
    	
For purposes of this option, your Service does not   terminate when you go on a military leave, maternity leave, parental leave, a   sick leave or another bona fide   leave of absence, if the leave was approved by the Company (or Parent,   Subsidiary or Affiliate employing you) in writing. But your Service   terminates when the approved leave ends, unless you immediately return to   active work.

 

If you go on a leave of absence, then the vesting   schedule specified in the Notice of Option Grant may be adjusted in   accordance with the Company’s leave of absence policy or the terms of your   leave. If you and the Company (or Parent, Subsidiary or Affiliate employing   you) agree to a reduction in your scheduled work hours, then the Company   reserves the right to modify the rate at which this option vests, so that the   rate of vesting is commensurate with your reduced work schedule.

 

The Company shall not be required to adjust any   vesting schedule pursuant to this subsection.
    
	
 
    	
 
    	
 
    
	
Restrictions on Exercise
    	
 
    	
The Company will not permit you to exercise this   option if the issuance of shares at that time would violate any law or   regulation.
    
	
 
    	
 
    	
 
    
	
Notice of Exercise
    	
 
    	
When you wish to exercise this option, you must   notify the Company by filing the proper “Notice of Exercise” form at the   address given on the form. Your notice must specify how many shares you wish   to purchase. Your notice must also specify how your shares should be   registered. The notice will be effective when the Company receives it.

 

However, if you wish to exercise this option by   executing a same-day sale (as described below), you must follow the   instructions of the Company and the broker who will execute the sale.
    


 

4











 

	
 
    	
 
    	
If someone else wants to exercise this option after   your death, that person must prove to the Company’s satisfaction that he or   she is entitled to do so.

 

In no event may this option be exercised for any   fractional shares.
    
	
 
    	
 
    	
 
    
	
Form of Payment
    	
 
    	
When you submit your notice of exercise, you must   include payment of the option exercise price for the shares that you are   purchasing. To the extent permitted by applicable law, payment may be made in   one (or a combination of two or more) of the following forms:

 

·      Your   personal check, a cashier’s check, a money order or by wire transfer.

 

·      Irrevocable   directions to a securities broker approved by the Company to sell all or part   of your option shares and to deliver to the Company from the sale proceeds an   amount sufficient to pay the option exercise price and any withholding taxes   or levies. (The balance of the sale proceeds, if any, will be delivered to   you.) The directions must be given in accordance with the instructions of the   Company and the broker. This exercise method is sometimes called a “same-day   sale.”

 

·      With   the Company’s consent (which may be granted by the Compensation Committee of   the Board of Directors or, if applicable, by the Equity Award Committee of   the Board of Directors), irrevocable directions to a securities broker or   lender approved by the Company to pledge option shares as security for a loan   and to deliver to the Company from the loan proceeds an amount sufficient to   pay the option exercise price and any withholding taxes or levies. The   directions must be given in accordance with the instructions of the Company   and the broker or lender.

 

·      With   the Company’s consent (which may be granted by the Compensation Committee of   the Board of Directors or, if applicable, by the Equity Award Committee of   the Board of Directors), Ordinary Shares that you own, along with any forms   needed to effect a transfer of those shares to the Company. The value of the   shares, determined as of the effective date of the option exercise, will be   applied to the option exercise price. Instead of surrendering Ordinary   Shares, you may attest to the ownership of those shares on a form provided by   the Company and have the same number of shares subtracted from the option   shares issued to you.

 

·      With   the Company’s consent (which may be granted by the Compensation Committee of   the Board of Directors or, if applicable, by the Equity Award Committee of   the Board of Directors), by having the Company withhold Ordinary Shares that   would otherwise be issued on exercise of the option. The value of the   withheld shares, determined as of the effective date of the option exercise,   will be applied to the option exercise price. This exercise method is   sometimes referred to as a “net exercise.”
    


 

5











 

	
Withholding Taxes and Share Withholding
    	
 
    	
You will not be allowed to exercise this option   unless you make arrangements acceptable to the Company (and/or the Parent,   Subsidiary or Affiliate employing you) to pay any withholding taxes or levies   that may be due as a result of the option exercise (“Tax Withholding   Obligations”). These arrangements include payment in cash or via the same-day   sale method described above. With the Company’s consent (which may be granted   by the Compensation Committee of the Board of Directors or, if applicable, by   the Equity Award Committee of the Board of Directors), these arrangements may   also include withholding shares that otherwise would be issued to you when   you exercise this option. The value of these shares, determined as of the   effective date of the option exercise, will be applied to the Tax Withholding   Obligations.
    
	
 
    	
 
    	
 
    
	
Automatic Exercise at End of Option Term
    	
 
    	
This option, to the extent then outstanding, will be   automatically exercised as to all then-vested Shares at 9:00 am San   Francisco, CA Time on the fourth trading day preceding the expiration date   set forth in the Notice of Option Grant if the per share exercise price of   the option is at least 1% below the Fair Market Value of an Ordinary Share at   such time.

 

In the event of an automatic exercise, you authorize   the Company to instruct the broker whom it has selected for this purpose to   sell a number of Ordinary Shares to be issued upon exercise of the option   necessary to generate cash proceeds to cover the exercise price for the   exercised shares and the Tax Withholding Obligations in connection with such   exercise (the “Exercise Costs”). Such sales shall be effected at a market   price following the date that the option is exercised.

 

You acknowledge that the proceeds of any such sale   may not be sufficient to satisfy the Exercise Costs. To the extent the   proceeds from such sale are insufficient to cover the Exercise Costs, the   Company (or Parent, Subsidiary or Affiliate employing you) may in its   discretion (a) withhold the balance of the Exercise Costs from your   wages or other cash compensation paid to you by the Company (or Parent,   Subsidiary or Affiliate employing you) and/or (b) satisfy the Exercise   Costs by means of a net-exercise arrangement, provided that in the case of   the Tax Withholding Obligations the Company only withholds an amount of   shares not in excess of the amount necessary to satisfy the minimum   withholding amount. The fair market value of the withheld shares, determined   as of the date of exercise, will be applied against the Exercise Costs. If   the Company satisfies the Exercise Costs by means of a net-exercise   arrangement as described above, you are deemed to have been issued the full   number of shares subject to the option so exercised.

 

You acknowledge that the instruction to the broker   to sell in the foregoing section is intended to comply with the requirements   of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of   1934 (the “Exchange 
    


 

6











 

	
 
    	
 
    	
Act”), and to be interpreted to comply with the   requirements of Rule 10b5-1(c)(1) under the Exchange Act (a “10b5-1   Plan”). This 10b5-1 Plan is adopted to be effective as of the first day of   the Company’s first open trading window following the date on which shares   subject to this option first become vested. This 10b5-1 Plan is being adopted   to permit you to sell a number of shares issued upon exercise of the option   sufficient to pay the Exercise Costs. You hereby appoint the Company as your   agent and attorney-in-fact to instruct the broker with respect to the number   of shares to be sold under this 10b5-1 Plan.

 

You hereby authorize the broker to sell the number   of Ordinary Shares determined as set forth above and acknowledge that the   broker is under no obligation to arrange for such sale at any particular   price. You acknowledge that the broker may aggregate your sales with sales   occurring on the same day that are effected on behalf of other Company   employees pursuant to sales of shares vesting under Company options or   restricted share unit awards and your proceeds will be based on a blended   price for all such sales. You acknowledge that you will be responsible for   all brokerage fees and other costs of sale, and you agree to indemnify and   hold the Company harmless from any losses, costs, damages or expenses   relating to any such sale. You acknowledge that it may not be possible to   sell Ordinary Shares during the term of this 10b5-1 Plan due to (a) a   legal or contractual restriction applicable to you or to the broker,   (b) a market disruption, (c) rules governing order execution   priority on the Nasdaq Global Market, (d) a sale effected pursuant to   this 10b5-1 Plan that fails to comply (or in the reasonable opinion of the   broker’s counsel is likely not to comply) with Rule 144 under the   Securities Act of 1933, if applicable, or (e) if the Company determines   that sales may not be effected under this 10b5-1 Plan. You acknowledge that   this 10b5-1 Plan is subject to the terms of any policy adopted now or   hereafter by the Company governing the adoption of 10b5-1 plans.
    
	
 
    	
 
    	
 
    
	
Restrictions on Resale
    	
 
    	
You agree not to sell any option shares at a time   when applicable laws, Company policies (including the Company’s Insider   Trading Policy, a copy of which can be found on the Company’s intranet) or an   agreement between the Company and its underwriters prohibit a sale. This   restriction will apply as long as your Service continues and for such period   of time after the termination of your Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
Transfer of Option
    	
 
    	
Prior to your death, only you may exercise this   option. You cannot transfer or assign this option. For instance, you may not   sell this option or use it as security for a loan. If you attempt to do any   of these things, this option will immediately become invalid. You may,   however, dispose of this option in your will or a beneficiary designation. A   beneficiary designation must be filed with the Company on the proper form.
    


 

7











 

	
 
    	
 
    	
Regardless of any marital property settlement   agreement, the Company is not obligated to honor a notice of exercise from   your former spouse, nor is the Company obligated to recognize your former   spouse’s interest in your option in any other way.
    
	
 
    	
 
    	
 
    
	
No Retention Rights
    	
 
    	
Your option or this Agreement does not give you the   right to be retained by the Company, a Parent, Subsidiary or Affiliate in any   capacity. The Company and its Parents, Subsidiaries and Affiliates reserve   the right to terminate your Service at any time, with or without cause.
    
	
 
    	
 
    	
 
    
	
Shareholder Rights
    	
 
    	
You, or your estate or heirs, have no rights as a   shareholder of the Company until this option has been exercised by giving the   required notice to the Company, paying the exercise price, satisfying any Tax   Withholding Obligations and being registered on the register of members of   the Company. No adjustments are made for dividends or other rights if the   applicable record date occurs before exercise of this option, except as   described in the Plan.
    
	
 
    	
 
    	
 
    
	
Data Privacy
    	
 
    	
By signing this option grant, you authorize and   direct the Company and any relevant Subsidiary to collect, use and transfer   in electronic or other form any personal information relating to you in   accordance with the terms set out in the Irish Addendum.
    
	
 
    	
 
    	
 
    
	
Recoupment Policy
    	
 
    	
This option, and the shares acquired upon exercise   of this option, shall be subject to any Company recoupment policy in effect   from time to time.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a share split, a share dividend or a   similar change in the Ordinary Shares, the number of shares covered by this   option and the exercise price per share may be adjusted pursuant to the Plan.
    
	
 
    	
 
    	
 
    
	
Effect of Significant Corporate Transactions
    	
 
    	
If the Company is a party to a merger, consolidation   or certain change in control transactions, then this option will be subject   to the applicable provisions of Article XI of the Plan.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and enforced   under the laws of the Cayman Islands (without regard to its choice-of-law   provisions).
    
	
 
    	
 
    	
 
    
	
The Plan and Other Agreements
    	
 
    	
The text of the Plan and the Irish Addendum are   incorporated in this Agreement by reference. A copy of the Plan and the Irish   Addendum are available on the Company’s intranet or by request to the Finance   Department. Capitalized terms not otherwise defined herein shall have the   meanings ascribed to such terms in the Plan and the Irish Addendum.

 

This Agreement, the Notice of Option Grant, the Plan   and the Irish Addendum constitute the entire understanding between you and   the Company regarding this option. Any prior agreements, commitments or   negotiations concerning this option are superseded. This Agreement may be   amended only by another written agreement between the parties.
    


 

8











 

	
SIGNED:
    
	
 
    
	
 
    
	
DATE:
    
	
 
    
	
 
    
	
BY SIGNING THIS OPTION GRANT,   YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE, IN THE   PLAN AND IN THE IRISH ADDENDUM.
    


 

9









 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN

 

NOTICE OF RESTRICTED SHARE UNIT AWARD

 

You have been granted the number of restricted share units indicated below by Theravance Biopharma, Inc. (the “Company”) on the following terms:

 

	
Name:
    	
«Name»
    


 

 

Restricted Share Unit Award Details:

 

	
Date of Grant:
    	
 
    	
«DateGrant»
    
	
Restricted Share Units:
    	
 
    	
«TotalShares»
    


 

Each restricted share unit (the “restricted share unit”) represents the right to receive one Ordinary Share of the Company subject to the terms and conditions contained in the Restricted Share Unit Agreement (the “Agreement”).

 

Vesting Schedule:

 

Vesting is dependent upon continuous service as an Employee or Consultant (“Service”) throughout the vesting period.  The restricted share units will vest as follows:  25% on <<InitialVestDate>>; 6.25% on <<SecondVestDate>>; and an additional 6.25% on the final day of each 3-month period thereafter, provided that you remain in continuous Service through each such date.

 

You and the Company agree that your right to receive the restricted share units is granted under and governed by the terms and conditions of the Theravance Biopharma, Inc. 2013 Equity Incentive Plan (the “Plan”), of the Irish Addendum to the Plan and of the Agreement that is attached to and made a part of this document.  Capitalized terms not defined herein have the meaning ascribed to such terms in the Plan and the Irish Addendum.

 

You agree that the Company may deliver by email all documents relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web site, it will notify you by email.

 

You agree to cover the applicable withholding taxes as set forth more fully herein.  In connection with your receipt of the restricted share units, you are simultaneously entering into a trading arrangement that complies with the requirements of Rule 10b5-1(c)(1) under the Securities Exchange Act of 1934 (a “10b5-1 Plan”).  As of the date of the Agreement, you are not aware of any material nonpublic information concerning the Company or its securities, or, as of the date any sales are effected pursuant to the 10b5-1 Plan, you will not effect such sales on the basis of material nonpublic information about the securities or the Company of which you were aware at the time you entered into the Agreement.

 











 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN:
 RESTRICTED SHARE UNIT AGREEMENT

 

	
Grant of Units
    	
 
    	
Subject to all of the terms and conditions set forth   in the Notice of Restricted Share Unit Award, this Restricted Share Unit   Agreement (the “Agreement”),   the Plan and the Irish Addendum, the Company has granted to you the number of   restricted share units set forth in the Notice of Restricted Share Unit   Award.
    
	
 
    	
 
    	
 
    
	
Payment for Units
    	
 
    	
No payment is required for the restricted share   units you are receiving.
    
	
 
    	
 
    	
 
    
	
Nature of Units
    	
 
    	
Your restricted share units are bookkeeping entries.   They represent only the Company’s unfunded and unsecured promise to issue   Ordinary Shares on a future date. As a holder of restricted share units, you have   no rights other than the rights of a general creditor of the Company.
    
	
 
    	
 
    	
 
    
	
Settlement of Units
    	
 
    	
Each of your restricted share units will be settled   when it vests (unless you and the Company have agreed to a later settlement   date pursuant to procedures that the Company may prescribe at its   discretion).

 

At the time of settlement, you will receive one   Ordinary Share for each vested restricted share unit.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The restricted share units that you are receiving   will vest as shown in the Notice of Restricted Share Unit Award.

 

In addition, the restricted share units will vest in   full if the Company is subject to a “Change in Control”   (as defined in the Plan) before your Service terminates and the restricted   share units are not assumed or replaced with a new award as set forth in   Section 10.1 of the Plan. In addition, the restricted share units shall   vest in full if the Company is subject to a Change in Control before your   Service terminates, and you are subject to an Involuntary Termination (as   defined below) within 24 months after the Change in Control.

 

For purposes of this Agreement, “Cause” means (i) the unauthorized use or disclosure   of the confidential information or trade secrets of the Company, a Parent, a   Subsidiary or an Affiliate, which use causes material harm to the Company, a   Parent, a Subsidiary or an Affiliate, (ii) conviction of a crime   constituting a felony under the laws of the jurisdiction where the criminal   action had been brought (or, where a jurisdiction does not classify any crime   as a felony, a crime for which you are sentenced to imprisonment),   (iii) gross negligence or (iv) repeated failure to perform lawful   assigned duties for thirty days after receiving written notification from the   Board of Directors.
    


 











 

	
 
    	
 
    	
For purposes of this Agreement, “Involuntary Termination” means a termination of your   Service by reason of:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a) 
    	
an involuntary dismissal or discharge by the Company   (or Parent, Subsidiary or Affiliate employing you) for reasons other than for   Cause; or
    
	
 
    	
 
    	
(b)
    	
your voluntary resignation following one of the   following that is effected by the Company (or the Parent, Subsidiary or   Affiliate employing you) without your consent (i) a change in your   position with the Company (or the Parent, Subsidiary or Affiliate employing   you) which materially reduces your level of responsibility, (ii) a   material reduction in your base compensation or (iii) a relocation of   your workplace by more than fifty miles from your workplace immediately prior   to the Change in Control that also materially increases your one-way commute,   provided that in either case a “separation from service” (as defined in the   regulations under Code Section 409A) occurs. In order for your   resignation under clause (b) to constitute an “Involuntary Termination,”   all of the following requirements must be satisfied: (1) you must   provide notice to the Company of your intent to resign and assert an   Involuntary Termination pursuant to clause (b) within 90 days of the   initial existence of one or more of the conditions set forth in subclauses   (i) through (iii), (2) the Company (or the Parent, Subsidiary or   Affiliate employing you) will have 30 days from the date of such notice to   remedy the condition and, if it does so, you may withdraw your resignation or   resign without any vesting acceleration, and (3) any termination of   Service under clause (b) must occur within two years of the initial   existence of one or more of the conditions set forth in subclauses   (i) through (iii). Should the Company (or the Parent, Subsidiary or   Affiliate employing you) remedy the condition as set forth above and then one   or more of the conditions arises again within two years following the   occurrence of a Change in Control, you may assert clause (b) again   subject to all of the conditions set forth herein.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For purposes of this Agreement, “Service” means your continuous service as an Employee or   Consultant.

 

Notwithstanding the foregoing, if you are or become   eligible to participate in the Company’s Change in Control Severance Plan   (the “Severance Plan”), the vesting   acceleration provisions in the Severance Plan shall apply instead of those   contained herein.

 

No additional restricted share units vest after your   Service has terminated for any reason, except as set forth in the Severance   Plan to the extent you are eligible for benefits thereunder. It is intended   that vesting in the restricted share units is commensurate with a full-time   work schedule. For possible adjustments that may be made by the Company, see   the Section below entitled “Leaves of Absence and Part-Time Work.”
    
	
 
    	
 
    	
 
    


 

2











 

	
Forfeiture
    	
 
    	
If your Service terminates for any reason, then your   restricted share units that have not vested before the termination date and   do not vest as a result of the termination pursuant to this Agreement or as   set forth on the Notice of Restricted Share Unit Award will be forfeited.   This means that the restricted share units will revert to the Company. You   receive no payment for restricted share units that are forfeited. The Company   determines when your Service terminates for all purposes of your restricted   share units.
    
	
 
    	
 
    	
 
    
	
Leaves of Absence and Part-Time Work
    	
 
    	
For purposes of this award, your Service does not   terminate when you go on a military leave, maternity leave, parental leave, a   sick leave or another bona fide   leave of absence, if the leave was approved by the Company (or the Parent,   Subsidiary or Affiliate employing you) in writing. If your leave of absence   (other than a military leave or maternity leave) lasts for more than 6   months, then vesting will be suspended on the day that is 6 months and 1 day   after the leave of absence began. Vesting will resume effective as of the   second vesting date after you return from leave of absence provided you have   worked at least one day during that vesting period.

 

In the case of all leaves, your Service terminates   when the approved leave ends, unless you immediately return to active work.

 

If you and the Company (or the Parent, Subsidiary or   Affiliate employing you) agree to a reduction in your scheduled work hours,   then the Company reserves the right to modify the rate at which the   restricted share units vest, so that the rate of vesting is commensurate with   your reduced work schedule.

 

The Company shall not be required to adjust any   vesting schedule pursuant to this subsection.
    
	
 
    	
 
    	
 
    
	
Share Certificates
    	
 
    	
No Ordinary Shares shall be issued to you prior to   the date on which the restricted share units vest. After any restricted share   units vest pursuant to this Agreement, the Company shall promptly cause to be   issued in book-entry form, registered in your name or in the name of your   legal representatives, beneficiaries or heirs, as the case may be, in the   register of members of the Company, the number of Ordinary Shares   representing your vested restricted share units. No fractional shares shall   be issued.
    
	
 
    	
 
    	
 
    
	
Section 409A
    	
 
    	
Unless you and the Company have agreed to a deferred   settlement date (pursuant to procedures that the Company may prescribe at its   discretion), settlement of these restricted share units is intended to be   exempt from the application of Code Section 409A pursuant to the   “short-term deferral exemption” in Treasury Regulation   1.409A-1(b)(4) and shall be administrated and interpreted in a manner   that complies with such exemption.
    


 

3











 

	
 
    	
 
    	
Notwithstanding the foregoing, to the extent it is determined   that settlement of these restricted share units is not exempt from Code   Section 409A as a short-term deferral or otherwise and the Company   determines that you are a “specified employee,” as defined in the regulations   under Code Section 409A, at the time of your “separation from service,”   as defined in those regulations, then any restricted share units that   otherwise would have been settled during the first six months following your   separation from service will instead be settled on the first business day   following the earlier of the six-month anniversary of your separation from   service or your death, unless the event triggering vesting is an event other   than your separation from service.
    
	
 
    	
 
    	
 
    
	
No Shareholder Rights
    	
 
    	
The restricted share units do not entitle you to any   of the rights of a shareholder of Ordinary Shares (except as set forth below   under “Dividend Equivalent Rights”). Upon settlement of the restricted share   units into Ordinary Shares, you will obtain full voting and other rights as a   shareholder of the Company.
    
	
 
    	
 
    	
 
    
	
Dividend Equivalent Rights


    	
 
    	
In the event the Company pays a cash dividend on its   Ordinary Shares, in accordance with the memorandum and articles of   association of the Company and subject to applicable law, prior to the vesting   and settlement of these restricted share units, the Company shall credit you   with a dollar amount equal to (i) the per share cash dividend paid by   the Company on one Ordinary Share multiplied by (ii) the total number of   Ordinary Shares underlying the unvested restricted share units that are   outstanding on the record date for that dividend (a “Dividend Equivalent   Right”). Any Dividend Equivalent Rights credited pursuant to the preceding   sentence shall be subject to the same terms and conditions, including   vesting, as the restricted share units to which they relate; provided,   however, that they will be paid in cash, subject to availability of   sufficient profits or share premium of the Company, upon vesting of the   underlying restricted share units. No crediting of Dividend Equivalent Rights   shall be made with respect to any restricted share units which, as of the   record date for that dividend, have either vested and settled or were   forfeited in accordance with this Agreement.
    
	
 
    	
 
    	
 
    
	
Units Restricted
    	
 
    	
You may not sell, transfer, pledge or otherwise   dispose of any restricted share units or rights under this Agreement other   than by will or by the laws of descent and distribution. Notwithstanding the   foregoing, you may designate a beneficiary or beneficiaries to receive any   property distributable with respect to the restricted share units upon your   death. A beneficiary designation must be filed with the Company on the proper   form.
    
	
 
    	
 
    	
 
    
	
Withholding Taxes
    	
 
    	
No shares will be distributed to you unless you have   made
    


 

4











 

	
 
    	
 
    	
arrangements acceptable to the Company (and/or the   Parent, Subsidiary or Affiliate employing you) to pay any withholding taxes   that may be due as a result of the vesting and/or settlement of this award (“Tax Withholding Obligations”). Prior to the relevant   taxable event, you shall pay or make adequate arrangements satisfactory to   the Company (and/or the Parent, Subsidiary or Affiliate employing you) to   satisfy the Tax Withholding Obligations.

 

You authorize the Company to instruct the broker   whom it has selected for this purpose to sell a number of Ordinary Shares to   be issued upon the vesting of your restricted share units or a lesser number   necessary to meet the Tax Withholding Obligations. Such sales shall be   effected at a market price following the date that the restricted share units   vest (unless you and the Company have agreed to a later settlement date   pursuant to procedures that the Company may prescribe at its discretion).

 

You acknowledge that the proceeds of any such sale   may not be sufficient to satisfy the Tax Withholding Obligations. To the   extent the proceeds from such sale are insufficient to cover the Tax   Withholding Obligations, the Company (or the Parent, Subsidiary or Affiliate   employing you) may in its discretion (a) withhold the balance of the Tax   Withholding Obligations from your wages or other cash compensation paid to   you by the Company (or the Parent, Subsidiary or Affiliate employing you)   and/or (b) withhold in Ordinary Shares, provided that the Company only   withholds an amount of shares not in excess of the amount necessary to   satisfy the minimum withholding amount. The fair market value of withheld   shares, determined as of the date taxes otherwise would have been withheld in   cash, will be applied against the Tax Withholding Obligations. If the Company   satisfies the Tax Withholding Obligations by withholding a number of Ordinary   Shares as described above, you are deemed to have been issued the full number   of shares subject to the award of restricted share units.
    
	
 
    	
 
    	
 
    
	
Rule 10b5-1 Plan
    	
 
    	
You acknowledge that the instruction to the broker   to sell in the foregoing section is intended to comply with the requirements   of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of   1934 (the “Exchange Act”), and to be   interpreted to comply with the requirements of   Rule 10b5-1(c)(1) under the Exchange Act (a “10b5-1   Plan”). This 10b5-1 Plan is adopted to be effective as of the   first date on which the restricted share units vest. This 10b5-1 Plan is   being adopted to permit you to sell a number of shares awarded upon the   vesting of restricted share units sufficient to pay the Tax Withholding   Obligations that become due as a result of this award or the vesting of the   restricted share units or, if you elect within thirty days following   notification via the broker whom the Company has selected for this purpose of   your restricted share unit award, to permit you to sell all of the vested   restricted share units. You hereby appoint the Company as your agent and   attorney-in-fact to instruct the broker with respect to the number of shares   to be sold under this 10b5-1 Plan.
    


 

5











 

	
 
    	
 
    	
You hereby authorize the broker to sell the number   of Ordinary Shares determined as set forth above and acknowledge that the   broker is under no obligation to arrange for such sale at any particular   price. You acknowledge that the broker may aggregate your sales with sales   occurring on the same day that are effected on behalf of other Company   employees pursuant to sales of shares vesting under Company options,   restricted share awards or restricted share unit awards and your proceeds   will be based on a blended price for all such sales. You acknowledge that you   will be responsible for all brokerage fees and other costs of sale, and you   agree to indemnify and hold the Company harmless from any losses, costs,   damages, or expenses relating to any such sale. You acknowledge that it may   not be possible to sell Ordinary Shares during the term of this 10b5-1 Plan   due to (a) a legal or contractual restriction applicable to you or to   the broker, (b) a market disruption, (c) rules governing order   execution priority on the Nasdaq Global Market, (d) a sale effected   pursuant to this 10b5-1 Plan that fails to comply (or in the reasonable   opinion of the broker’s counsel is likely not to comply) with Rule 144   under the Securities Act of 1933, if applicable, or (e) if the Company   determines that sales may not be effected under this 10b5-1 Plan. You   acknowledge that this 10b5-1 Plan is subject to the terms of any policy   adopted now or hereafter by the Company governing the adoption of 10b5-1   plans.
    
	
 
    	
 
    	
 
    
	
Restrictions on Issuance
    	
 
    	
The Company will not issue shares to you if the   issuance of shares at that time would violate any law or regulation.
    
	
 
    	
 
    	
 
    
	
Restrictions on Resale
    	
 
    	
You agree not to sell any Ordinary Shares you   receive under this Agreement at a time when applicable laws, regulations,   Company trading policies (including the Company’s Insider Trading Policy, a   copy of which can be found on the Company’s intranet) or an agreement between   the Company and its underwriters prohibit a sale. This restriction will apply   as long as your Service continues and for such period of time after the   termination of your Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
No Retention Rights
    	
 
    	
Your award or this Agreement does not give you the   right to be employed or retained by the Company (or a Parent, Subsidiary or   Affiliate) in any capacity. The Company and its Parents, Subsidiaries and   Affiliates reserve the right to terminate your Service at any time, with or   without cause.
    
	
 
    	
 
    	
 
    
	
Data Privacy
    	
 
    	
By signing this Agreement, you authorize and direct   the Company and any relevant Subsidiary to collect, use and transfer in   electronic or other form any personal information relating to you in   accordance with the terms set out in the Irish Addendum.
    


 

6











 

	
Recoupment Policy
    	
 
    	
This award, and the shares acquired upon settlement   of this award, shall be subject to any Company recoupment policy in effect   from time to time.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a share split, a share dividend or a   similar change in the Ordinary Shares, the number of restricted share units   may be adjusted pursuant to the Plan.
    
	
 
    	
 
    	
 
    
	
Effect of Significant Corporate Transactions
    	
 
    	
If the Company is a party to a merger, consolidation   or certain change in control transactions, then this award will be subject to   the applicable provisions of Article XI of the Plan, provided that any   action taken must either (a) preserve the exemption of your restricted   share units from Section 409A of the Code or (b) comply with   Section 409A of the Code.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and enforced with   respect to issues of contract law under the laws of the Cayman Islands   (without regard to its choice-of-law provisions).
    
	
 
    	
 
    	
 
    
	
The Plan and Other Agreements
    	
 
    	
The text of the Plan and the Irish Addendum are incorporated   in this Agreement by reference. A copy of the Plan and the Irish Addendum are   available on the Company’s intranet or by request to the Finance Department.   Capitalized terms not otherwise defined herein shall have the meanings   ascribed to such terms in the Plan and the Irish Addendum.

 

This Agreement, the Notice of Restricted Share Unit   Award, the Plan and the Irish Addendum constitute the entire understanding   between you and the Company regarding this award. Any prior agreements,   commitments or negotiations concerning this award are superseded. This   Agreement may be amended only by another written agreement between the   parties.
    


 

SIGNED:

 

DATE:

 

BY SIGNING THIS RESTRICTED SHARE UNIT AWARD, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE, IN THE PLAN AND IN THE IRISH ADDENDUM.

 

7









 

THERAVANCE BIOPHARMA, INC. 2014 NEW EMPLOYEE EQUITY INCENTIVE PLAN

 

NOTICE OF OPTION GRANT

 

You have been granted the following option to purchase Ordinary Shares of Theravance Biopharma, Inc. (the “Company”):

 

	
Name of Optionee:
    	
 
    	
«First» «Last»
    
	
 
    	
 
    	
 
    
	
ID Number:
    	
 
    	
«ID»
    
	
 
    	
 
    	
 
    
	
Total Number of Shares:
    	
 
    	
«Shares»
    
	
 
    	
 
    	
 
    
	
Type of Option:
    	
 
    	
Nonstatutory Option
    
	
 
    	
 
    	
 
    
	
Grant Number:
    	
 
    	
«Number»
    
	
 
    	
 
    	
 
    
	
Exercise Price Per   Share:
    	
 
    	
«Price»
    
	
 
    	
 
    	
 
    
	
Date of Grant:
    	
 
    	
«Grant_Date»
    
	
 
    	
 
    	
 
    
	
Vesting Schedule:
    	
 
    	
This option shall vest and become exercisable with   respect to the first 25% of the Ordinary Shares subject to this option when   you complete 12 months of continuous service as an Employee (“Service”)   following the Date of Grant. This option shall vest and become exercisable   with respect to an additional 1/48th of the Ordinary Shares subject to this   option when you complete each month of continuous Service thereafter.    The option shall be fully vested and exercisable on the 4-year anniversary of   the Date of Grant provided you have remained in continuous Service   through such date.
    
	
 
    	
 
    	
 
    
	
Expiration Date:
    	
 
    	
«Expiration_Date». This option expires earlier if   your Service terminates earlier, as described in the Option Agreement, and   may be terminated sooner in connection with certain corporate transactions as   provided in Article XI of the Plan.
    


 

You and the Company agree that this option is granted under and governed by the terms and conditions of the Option Agreement, which is attached to and made a part of this document, and the 2014 New Employee Equity Incentive Plan (the “Plan”) and the Irish Addendum to the Plan. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Plan and the Irish Addendum.

 

You further agree that the Company may deliver by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web site, it will notify you by email.

 











 

THERAVANCE BIOPHARMA, INC. 2014 NEW EMPLOYEE EQUITY INCENTIVE PLAN

 

OPTION AGREEMENT

 

	
Grant of Option
    	
 
    	
Subject to all of the terms and conditions set forth   in the Notice of Option Grant, this Option Agreement (the “Agreement”), the Plan and the Irish Addendum, the Company   has granted you an option to purchase up to the total number of shares   specified in the Notice of Option Grant at the exercise price indicated in   the Notice of Option Grant.
    
	
 
    	
 
    	
 
    
	
Tax Treatment
    	
 
    	
This option is intended to be a nonstatutory option,   as provided in the Notice of Option Grant.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
This option vests and becomes exercisable as shown   in the Notice of Option Grant.
   This option shall vest and become exercisable in full if the Company is   subject to a “Change in Control” (as defined   in the Plan) before your Service terminates and this option is not assumed or   replaced with a new award as set forth in Section 10.1 of the Plan. In   addition, this option shall vest and become exercisable in full if the   Company is subject to a Change in Control before your Service terminates, and   you are subject to an Involuntary Termination (as defined below) within 24   months after the Change in Control.

 

For purposes of this Agreement, “Cause” shall mean (i) the unauthorized use or   disclosure of the confidential information or trade secrets of the Company, a   Parent, a Subsidiary or an Affiliate, which use causes material harm to the   Company, a Parent, a Subsidiary or an Affiliate, (ii) conviction of a   crime constituting a felony under the laws of the jurisdiction where the   criminal action had been brought (or, where a jurisdiction does not classify any   crime as a felony, a crime for which you are sentenced to imprisonment),   (iii) gross negligence or (iv) repeated failure to perform lawful   assigned duties for thirty days after receiving written notification from the   Board of Directors.

 

For purposes of this Agreement, “Involuntary Termination” means the termination of your   Service by reason of:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
 an   involuntary dismissal or discharge by the Company (or Parent, Subsidiary or   Affiliate employing you) for reasons other than for Cause; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b) 
    	
your voluntary resignation following one of the   following that is effected by the Company (or the Parent, Subsidiary or   Affiliate employing you) without your consent (i) a change in your
    


 











 

	
 
    	
 
    	
 
    	
position with the Company (or Parent, Subsidiary or   Affiliate employing you) which materially reduces your level of   responsibility, (ii) a material reduction in your base compensation or   (iii) a relocation of your workplace by more than fifty miles from your   workplace immediately prior to the Change in Control that also materially   increases your one-way commute. In order for your resignation under clause   (b) to constitute an “Involuntary Termination,” all of the following   requirements must be satisfied: (1) you must provide notice to the Company   of your intent to resign and assert an Involuntary Termination pursuant to   clause (b) within 90 days of the initial existence of one or more of the   conditions set forth in subclauses (i) through (iii), (2) the   Company (or the Parent, Subsidiary or Affiliate employing you) will have 30   days from the date of such notice to remedy the condition and, if it does so,   you may withdraw your resignation or resign without any vesting acceleration,   and (3) any termination of Service under clause (b) must occur within   two years of the initial existence of one or more of the conditions set forth   in subclauses (i) through (iii). Should the Company (or the Parent,   Subsidiary or Affiliate employing you) remedy the condition as set forth   above and then one or more of the conditions arises again within two years   following the occurrence of a Change in Control, you may assert clause   (b) again subject to all of the conditions set forth herein.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For purposes of this Agreement, “Service” means your service as an Employee.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding the foregoing, if you are or become   eligible to participate in the Company’s Change in Control Severance Plan   (the “Severance Plan”), the vesting   acceleration provisions in the Severance Plan shall apply instead of those contained   herein.

 

No additional shares will vest or become exercisable   after your Service has terminated for any reason, except as set forth in the   Severance Plan to the extent you are eligible for benefits thereunder.
    
	
 
    	
 
    	
 
    
	
Term
    	
 
    	
This option expires in any event at the close of   business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown   in the Notice of Option Grant. (This option will expire earlier if your   Service terminates, as described below, and this option may be terminated   sooner as provided in Article XI of the Plan.)

 

You may exercise this option, to the extent vested   and exercisable, at any time before its expiration or termination pursuant to   this Agreement or the Plan.
    
	
 
    	
 
    	
 
    
	
Termination of Service
    	
 
    	
If your Service terminates for any reason, this   option will expire to the extent it is unvested as of your termination date   and does not vest as a
    


 

3











 

	
 
    	
 
    	
result of your termination of Service. The Company   determines when your Service terminates for all purposes of this option.
    
	
 
    	
 
    	
 
    
	
Regular Termination
    	
 
    	
If your Service terminates for any reason except   death or total and permanent disability, then this option, to the extent   vested as of your termination date, will expire at the close of business at   Company headquarters on the date three months after your termination date.
    
	
 
    	
 
    	
 
    
	
Death/Disability
    	
 
    	
If your Service terminates because of your death or   due to your total and permanent disability, then this option, to the extent   vested as of your termination date, will expire at the close of business at   Company headquarters on the date 12 months after your termination date.

 

For all purposes under this Agreement, “total and   permanent disability” means that you are unable to engage in any substantial   gainful activity by reason of any medically determinable physical or mental   impairment which can be expected to result in death or which has lasted, or   can be expected to last, for a continuous period of not less than one year.
    
	
 
    	
 
    	
 
    
	
Leaves of Absence and Part-Time Work
    	
 
    	
For purposes of this option, your Service does not   terminate when you go on a military leave, maternity leave, parental leave, a   sick leave or another bona fide   leave of absence, if the leave was approved by the Company (or Parent,   Subsidiary or Affiliate employing you) in writing. But your Service   terminates when the approved leave ends, unless you immediately return to   active work.

 

If you go on a leave of absence, then the vesting   schedule specified in the Notice of Option Grant may be adjusted in   accordance with the Company’s leave of absence policy or the terms of your   leave. If you and the Company (or Parent, Subsidiary or Affiliate employing   you) agree to a reduction in your scheduled work hours, then the Company   reserves the right to modify the rate at which this option vests, so that the   rate of vesting is commensurate with your reduced work schedule.

 

The Company shall not be required to adjust any   vesting schedule pursuant to this subsection.
    
	
 
    	
 
    	
 
    
	
Restrictions on Exercise
    	
 
    	
The Company will not permit you to exercise this   option if the issuance of shares at that time would violate any law or   regulation.
    
	
 
    	
 
    	
 
    
	
Notice of Exercise
    	
 
    	
When you wish to exercise this option, you must   notify the Company by filing the proper “Notice of Exercise” form at the   address given on the form. Your notice must specify how many shares you wish   to purchase. Your notice must also specify how your shares should be   registered. The notice will be effective when the Company receives it.

 

However, if you wish to exercise this option by   executing a same-day sale (as described below), you must follow the   instructions of the Company and the broker who will execute the sale.
    


 

4











 

	
 
    	
 
    	
If someone else wants to exercise this option after   your death, that person must prove to the Company’s satisfaction that he or   she is entitled to do so.

 

In no event may this option be exercised for any   fractional shares.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Form of Payment
    	
 
    	
When you submit your notice of exercise, you must   include payment of the option exercise price for the shares that you are   purchasing. To the extent permitted by applicable law, payment may be made in   one (or a combination of two or more) of the following forms:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
Your personal check, a cashier’s check, a money   order or by wire transfer.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
Irrevocable directions to a securities broker   approved by the Company to sell all or part of your option shares and to   deliver to the Company from the sale proceeds an amount sufficient to pay the   option exercise price and any withholding taxes or levies. (The balance of   the sale proceeds, if any, will be delivered to you.) The directions must be   given in accordance with the instructions of the Company and the broker. This   exercise method is sometimes called a “same-day sale.”
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
With the Company’s consent (which may be granted by   the Compensation Committee of the Board of Directors), irrevocable directions   to a securities broker or lender approved by the Company to pledge option   shares as security for a loan and to deliver to the Company from the loan   proceeds an amount sufficient to pay the option exercise price and any   withholding taxes or levies. The directions must be given in accordance with   the instructions of the Company and the broker or lender.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
With the Company’s consent (which may be granted by   the Compensation Committee of the Board of Directors), Ordinary Shares that   you own, along with any forms needed to effect a transfer of those shares to   the Company. The value of the shares, determined as of the effective date of   the option exercise, will be applied to the option exercise price. Instead of   surrendering Ordinary Shares, you may attest to the ownership of those shares   on a form provided by the Company and have the same number of shares   subtracted from the option shares issued to you.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
With the Company’s consent (which may be granted by   the Compensation Committee of the Board of Directors), by having the Company   withhold Ordinary Shares that would otherwise be issued on exercise of the   option. The value of the withheld shares, determined as of the effective date   of the option exercise, will be applied to the option exercise price. This   exercise method is sometimes referred to as a “net exercise.”
    


 

5











 

	
Withholding Taxes and Share Withholding
    	
 
    	
You will not be allowed to exercise this option unless   you make arrangements acceptable to the Company (and/or the Parent,   Subsidiary or Affiliate employing you) to pay any withholding taxes or levies   that may be due as a result of the option exercise (“Tax Withholding   Obligations”). These arrangements include payment in cash or via the same-day   sale method described above. With the Company’s consent (which may be granted   by the Compensation Committee of the Board of Directors), these arrangements   may also include withholding shares that otherwise would be issued to you   when you exercise this option. The value of these shares, determined as of   the effective date of the option exercise, will be applied to the Tax   Withholding Obligations.
    
	
 
    	
 
    	
 
    
	
Automatic Exercise at End of Option Term
    	
 
    	
This option, to the extent then outstanding, will be   automatically exercised as to all then-vested Shares at 9:00 am San   Francisco, CA Time on the fourth trading day preceding the expiration date   set forth in the Notice of Option Grant if the per share exercise price of   the option is at least 1% below the Fair Market Value of an Ordinary Share at   such time.

 

In the event of an automatic exercise, you authorize   the Company to instruct the broker whom it has selected for this purpose to   sell a number of Ordinary Shares to be issued upon exercise of the option   necessary to generate cash proceeds to cover the exercise price for the   exercised shares and the Tax Withholding Obligations in connection with such   exercise (the “Exercise Costs”). Such sales shall be effected at a market price   following the date that the option is exercised.

 

You acknowledge that the proceeds of any such sale   may not be sufficient to satisfy the Exercise Costs. To the extent the   proceeds from such sale are insufficient to cover the Exercise Costs, the   Company (or Parent, Subsidiary or Affiliate employing you) may in its   discretion (a) withhold the balance of the Exercise Costs from your   wages or other cash compensation paid to you by the Company (or Parent,   Subsidiary or Affiliate employing you) and/or (b) satisfy the Exercise   Costs by means of a net-exercise arrangement, provided that in the case of   the Tax Withholding Obligations the Company only withholds an amount of   shares not in excess of the amount necessary to satisfy the minimum   withholding amount. The fair market value of the withheld shares, determined   as of the date of exercise, will be applied against the Exercise Costs. If   the Company satisfies the Exercise Costs by means of a net-exercise   arrangement as described above, you are deemed to have been issued the full   number of shares subject to the option so exercised.

 

You acknowledge that the instruction to the broker   to sell in the foregoing section is intended to comply with the requirements   of Rule 10b5-1(c)(1)(i)(B) under the Securities Exchange Act of   1934 (the “Exchange Act”), and to be interpreted to comply with the   requirements of Rule 10b5-1(c)(1) under the Exchange Act (a “10b5-1   Plan”). This 10b5-1 Plan is adopted to be effective as of the first day of   the Company’s first open trading window following the date on which shares   subject to this option
    


 

6











 

	
 
    	
 
    	
first become vested. This 10b5-1 Plan is being   adopted to permit you to sell a number of shares issued upon exercise of the   option sufficient to pay the Exercise Costs. You hereby appoint the Company   as your agent and attorney-in-fact to instruct the broker with respect to the   number of shares to be sold under this 10b5-1 Plan.

 

You hereby authorize the broker to sell the number   of Ordinary Shares determined as set forth above and acknowledge that the   broker is under no obligation to arrange for such sale at any particular   price. You acknowledge that the broker may aggregate your sales with sales   occurring on the same day that are effected on behalf of other Company   employees pursuant to sales of shares vesting under Company options or   restricted share unit awards and your proceeds will be based on a blended   price for all such sales. You acknowledge that you will be responsible for   all brokerage fees and other costs of sale, and you agree to indemnify and   hold the Company harmless from any losses, costs, damages or expenses   relating to any such sale. You acknowledge that it may not be possible to   sell Ordinary Shares during the term of this 10b5-1 Plan due to (a) a   legal or contractual restriction applicable to you or to the broker,   (b) a market disruption, (c) rules governing order execution   priority on the Nasdaq Global Market, (d) a sale effected pursuant to   this 10b5-1 Plan that fails to comply (or in the reasonable opinion of the   broker’s counsel is likely not to comply) with Rule 144 under the   Securities Act of 1933, if applicable, or (e) if the Company determines   that sales may not be effected under this 10b5-1 Plan. You acknowledge that   this 10b5-1 Plan is subject to the terms of any policy adopted now or   hereafter by the Company governing the adoption of 10b5-1 plans.
    
	
 
    	
 
    	
 
    
	
Restrictions on Resale
    	
 
    	
You agree not to sell any option shares at a time   when applicable laws, Company policies (including the Company’s Insider   Trading Policy, a copy of which can be found on the Company’s intranet) or an   agreement between the Company and its underwriters prohibit a sale. This   restriction will apply as long as your Service continues and for such period   of time after the termination of your Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
Transfer of Option
    	
 
    	
Prior to your death, only you may exercise this   option. You cannot transfer or assign this option. For instance, you may not   sell this option or use it as security for a loan. If you attempt to do any   of these things, this option will immediately become invalid. You may,   however, dispose of this option in your will or a beneficiary designation. A   beneficiary designation must be filed with the Company on the proper form.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Regardless of any marital property settlement   agreement, the Company is not obligated to honor a notice of exercise from   your former spouse, nor is the Company obligated to recognize your former   spouse’s interest in your option in any other way.
    


 

7











 

	
No Retention Rights
    	
 
    	
Your option or this Agreement does not give you the   right to be retained by the Company, a Parent, Subsidiary or Affiliate in any   capacity. The Company and its Parents, Subsidiaries and Affiliates reserve   the right to terminate your Service at any time, with or without cause.
    
	
 
    	
 
    	
 
    
	
Shareholder Rights
    	
 
    	
You, or your estate or heirs, have no rights as a   shareholder of the Company until this option has been exercised by giving the   required notice to the Company, paying the exercise price, satisfying any Tax   Withholding Obligations and being registered on the register of members of   the Company. No adjustments are made for dividends or other rights if the   applicable record date occurs before exercise of this option, except as   described in the Plan.
    
	
 
    	
 
    	
 
    
	
Data Privacy
    	
 
    	
By signing this option grant, you authorize and   direct the Company and any relevant Subsidiary to collect, use and transfer   in electronic or other form any personal information relating to you in   accordance with the terms set out in the Irish Addendum.
    
	
 
    	
 
    	
 
    
	
Recoupment Policy
    	
 
    	
This option, and the shares acquired upon exercise   of this option, shall be subject to any Company recoupment policy in effect   from time to time.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a share split, a share dividend or a   similar change in the Ordinary Shares, the number of shares covered by this   option and the exercise price per share may be adjusted pursuant to the Plan.
    
	
 
    	
 
    	
 
    
	
Effect of Significant Corporate Transactions
    	
 
    	
If the Company is a party to a merger, consolidation   or certain change in control transactions, then this option will be subject   to the applicable provisions of Article XI of the Plan.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and enforced   under the laws of the Cayman Islands (without regard to its choice-of-law   provisions).
    
	
 
    	
 
    	
 
    
	
The Plan and Other Agreements
    	
 
    	
The text of the Plan and the Irish Addendum are   incorporated in this Agreement by reference. A copy of the Plan and the Irish   Addendum are available on the Company’s intranet or by request to the Finance   Department. Capitalized terms not otherwise defined herein shall have the   meanings ascribed to such terms in the Plan and the Irish Addendum.

 

This Agreement, the Notice of Option Grant, the Plan   and the Irish Addendum constitute the entire understanding between you and   the Company regarding this option. Any prior agreements, commitments or   negotiations concerning this option are superseded. This Agreement may be   amended only by another written agreement between the parties.
    


 

8











 

SIGNED:

 

DATE:

 

BY SIGNING THIS OPTION GRANT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE, IN THE PLAN AND IN THE IRISH ADDENDUM.

 

9









 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN

 

NOTICE OF OPTION GRANT

 

You have been granted the following option to purchase Ordinary Shares of Theravance Biopharma, Inc. (the “Company”):

 

	
Name of   Optionee:
    	
 
    	
«First» «Last»
    
	
 
    	
 
    	
 
    
	
ID Number:
    	
 
    	
«ID»
    
	
 
    	
 
    	
 
    
	
Total Number of   Shares:
    	
 
    	
«Shares»
    
	
 
    	
 
    	
 
    
	
Type of Option:
    	
 
    	
Nonstatutory Option
    
	
 
    	
 
    	
 
    
	
Grant Number:
    	
 
    	
«Number»
    
	
 
    	
 
    	
 
    
	
Exercise Price   Per Share:
    	
 
    	
«Price»
    
	
 
    	
 
    	
 
    
	
Date of Grant:
    	
 
    	
«Grant_Date»
    
	
 
    	
 
    	
 
    
	
Vesting   Schedule:
    	
 
    	
This option shall vest and become exercisable with   respect to the first 25% of the Ordinary Shares subject to this option when   you complete 12 months of continuous service as an Employee or Consultant   (“Service”) following the Date of Grant. This option shall vest and become   exercisable with respect to an additional 1/48th of the Ordinary Shares subject to this   option when you complete each month of continuous Service thereafter.    The option shall be fully vested and exercisable on the 4-year anniversary of   the Date of Grant provided you have remained in continuous Service   through such date.
    
	
 
    	
 
    	
 
    
	
Expiration Date:
    	
 
    	
«Expiration_Date».    This option expires earlier if your Service terminates earlier, as   described in the Option Agreement, and may be terminated sooner in connection   with certain corporate transactions as provided in Article XI of the   Plan.
    


 

You and the Company agree that this option is granted under and governed by the terms and conditions of the Option Agreement, which is attached to and made a part of this document, and the 2013 Equity Incentive Plan (the “Plan”) and the UK Addendum thereto. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Plan or the UK Addendum.

 

You further agree that the Company may deliver by email all documents relating to the Plan or this option (including, without limitation, prospectuses required by the Securities and Exchange Commission) and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver these documents by posting them on a web site maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web site, it will notify you by email.

 











 

THERAVANCE BIOPHARMA, INC. 2013 EQUITY INCENTIVE PLAN

 

OPTION AGREEMENT

 

	
Grant of Option
    	
 
    	
Subject to all of the terms and conditions set forth   in the Notice of Option Grant, this Option Agreement (the “Agreement”) and the Plan, the Company has granted you an   option to purchase up to the total number of shares specified in the Notice   of Option Grant at the exercise price indicated in the Notice of Option   Grant. It is a condition of grant that you enter into an agreement in such   form agreed by HM Revenue and Customs with the Company or relevant Parent,   Subsidiary or Affliate who employs you, whereby the employer’s liability for   Secondary Class I national insurance contributions arising in connection   with the Option is transferred to you.
    
	
 
    	
 
    	
 
    
	
Tax Treatment
    	
 
    	
This option is intended to be a nonstatutory option,   as provided in the Notice of Option Grant.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
This option vests and becomes exercisable as shown   in the Notice of Option Grant.

 

This option shall vest and become exercisable in   full if the Company is subject to a “Change in Control”   (as defined in the Plan) before your Service terminates and this option is   not assumed or replaced with a new award as set forth in Section 10.1 of   the Plan. In addition, this option shall vest and become exercisable in full   if the Company is subject to a Change in Control before your Service   terminates, and you are subject to an Involuntary Termination (as defined   below) within 24 months after the Change in Control.

 

For purposes of this Agreement, “Cause” shall mean (i) the unauthorized use or   disclosure of the confidential information or trade secrets of the Company, a   Parent, a Subsidiary or an Affiliate, which use causes material harm to the   Company, a Parent, a Subsidiary or an Affiliate, (ii) conviction of a   felony under the laws of the United States or any state thereof,   (iii) gross negligence or (iv) repeated failure to perform lawful   assigned duties for thirty days after receiving written notification from the   Board of Directors.

 

For purposes of this Agreement, “Involuntary Termination” means the termination of your   Service by reason of:

 

(a) an involuntary dismissal or discharge by the   Company (or Parent, Subsidiary or Affiliate employing you) for reasons other   than for Cause; or

 

(b) your voluntary resignation following one of   the following that is 
    


 











 

	
 
    	
 
    	
effected by the Company   (or the Parent, Subsidiary or Affiliate employing you) without your consent   (i) a change in your position with the Company (or Parent, Subsidiary or   Affiliate employing you) which materially reduces your level of   responsibility, (ii) a material reduction in your base compensation or (iii) a   relocation of your workplace by more than fifty miles from your workplace   immediately prior to the Change in Control that also materially increases   your one-way commute. In order for your resignation under clause (b) to   constitute an “Involuntary Termination,” all of the following requirements   must be satisfied: (1) you must provide notice to the Company of your   intent to resign and assert an Involuntary Termination pursuant to clause   (b) within 90 days of the initial existence of one or more of the   conditions set forth in subclauses (i) through (iii), (2) the   Company (or the Parent, Subsidiary or Affiliate employing you) will have 30   days from the date of such notice to remedy the condition and, if it does so,   you may withdraw your resignation or resign without any vesting acceleration,   and (3) any termination of Service under clause (b) must occur   within two years of the initial existence of one or more of the conditions   set forth in subclauses (i) through (iii). Should the Company (or the   Parent, Subsidiary or Affiliate employing you) remedy the condition as set   forth above and then one or more of the conditions arises again within two   years following the occurrence of a Change in Control, you may assert clause   (b) again subject to all of the conditions set forth herein.



For purposes of this Agreement, “Service” means your service as an Employee or Consultant.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding the foregoing, if you are or become   eligible to participate in the Company’s Change in Control Severance Plan   (the “Severance Plan”), the vesting   acceleration provisions in the Severance Plan shall apply instead of those   contained herein.

 

No additional shares will vest or become exercisable   after your Service has terminated for any reason, except as set forth in the   Severance Plan to the extent you are eligible for benefits thereunder.
    
	
 
    	
 
    	
 
    
	
Term
    	
 
    	
This option expires in any event at the close of   business at Company headquarters on the day before the 10th anniversary of the Date of Grant, as shown   in the Notice of Option Grant. (This option will expire earlier if your   Service terminates, as described below, and this option may be terminated   sooner as provided in Article XI of the Plan.)

 

You may exercise this option, to the extent vested   and exercisable, at any time before its expiration or termination pursuant to   this Agreement or the Plan.
    


 

3











 

	
Termination of Service
    	
 
    	
If your Service terminates for any reason, this   option will expire to the extent it is unvested as of your termination date   and does not vest as a result of your termination of Service. The Company   determines when your Service terminates for all purposes of this option.
    
	
 
    	
 
    	
 
    
	
Regular Termination
    	
 
    	
If your Service terminates for any reason except   death or total and permanent disability, then this option, to the extent   vested as of your termination date, will expire at the close of business at   Company headquarters on the date three months after your termination date.
    
	
 
    	
 
    	
 
    
	
Death/Disability
    	
 
    	
If your Service terminates because of your death or   due to your total and permanent disability, then this option, to the extent   vested as of your termination date, will expire at the close of business at   Company headquarters on the date 12 months after your termination date.

 

For all purposes under this Agreement, “total and   permanent disability” means that you are unable to engage in any substantial   gainful activity by reason of any medically determinable physical or mental   impairment which can be expected to result in death or which has lasted, or   can be expected to last, for a continuous period of not less than one year.
    
	
 
    	
 
    	
 
    
	
Leaves of Absence and Part-Time Work
    	
 
    	
For purposes of this option, your Service does not   terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by   the Company (or Parent, Subsidiary or Affiliate employing you) in writing.   But your Service terminates when the approved leave ends, unless you   immediately return to active work.

 

If you go on a leave of absence, then the vesting   schedule specified in the Notice of Option Grant may be adjusted in   accordance with the Company’s leave of absence policy or the terms of your   leave. If you and the Company (or Parent, Subsidiary or Affiliate employing   you) agree to a reduction in your scheduled work hours, then the Company   reserves the right to modify the rate at which this option vests, so that the   rate of vesting is commensurate with your reduced work schedule.

 

The Company shall not be required to adjust any   vesting schedule pursuant to this subsection.
    
	
 
    	
 
    	
 
    
	
Restrictions on Exercise
    	
 
    	
The Company will not permit you to exercise this   option if the issuance of shares at that time would violate any law or   regulation.
    
	
 
    	
 
    	
 
    
	
Notice of Exercise
    	
 
    	
When you wish to exercise this option, you must   notify the Company by filing the proper “Notice of Exercise” form at the   address given on the form. Your notice must specify how many shares you wish   to purchase. Your notice must also specify how your shares should be   registered. The notice will be effective when the Company receives it.

 

However, if you wish to exercise this option by   executing a same-day sale (as described below), you must follow the   instructions of the Company 
    


 

4











 

	
 
    	
 
    	
and the broker who will execute the sale.

 

If someone else wants to exercise this option after   your death, that person must prove to the Company’s satisfaction that he or   she is entitled to do so.

 

In no event may this option be exercised for any   fractional shares.
    
	
 
    	
 
    	
 
    
	
Form of Payment
    	
 
    	
When you submit your notice of exercise, you must   include payment of the option exercise price for the shares that you are   purchasing. To the extent permitted by applicable law, payment may be made in   one (or a combination of two or more) of the following forms:

 

·                  Your   personal check, a cashier’s check, a money order or by wire transfer.

 

·                  Irrevocable   directions to a securities broker approved by the Company to sell all or part   of your option shares and to deliver to the Company from the sale proceeds an   amount sufficient to pay the option exercise price and any withholding taxes.   (The balance of the sale proceeds, if any, will be delivered to you.) The   directions must be given in accordance with the instructions of the Company   and the broker. This exercise method is sometimes called a “same-day sale.”

 

·                  With   the Company’s consent (which may be granted by the Compensation Committee of   the Board of Directors or, if applicable, by the Equity Award Committee of   the Board of Directors), irrevocable directions to a securities broker or   lender approved by the Company to pledge option shares as security for a loan   and to deliver to the Company from the loan proceeds an amount sufficient to   pay the option exercise price and any withholding taxes. The directions must   be given in accordance with the instructions of the Company and the broker or   lender.

 

·                  With   the Company’s consent (which may be granted by the Compensation Committee of   the Board of Directors or, if applicable, by the Equity Award Committee of   the Board of Directors), Ordinary Shares that you own, along with any forms   needed to effect a transfer of those shares to the Company. The value of the   shares, determined as of the effective date of the option exercise, will be   applied to the option exercise price. Instead of surrendering Ordinary   Shares, you may attest to the ownership of those shares on a form provided by   the Company and have the same number of shares subtracted from the option   shares issued to you.

 

·                  With   the Company’s consent (which may be granted by the Compensation Committee of   the Board of Directors or, if applicable, by the Equity Award Committee of   the Board of Directors), by having the Company withhold Ordinary Shares that   would otherwise be issued on exercise of the option. The value of the   withheld shares, 
    


 

5











 

	
 
    	
 
    	
determined as of the   effective date of the option exercise, will be applied to the option exercise   price. This exercise method is sometimes referred to as a “net exercise.”
    
	
 
    	
 
    	
 
    
	
Withholding Taxes and Share Withholding
    	
 
    	
You will not be allowed to exercise this option   unless you make arrangements acceptable to the Company (and/or the Parent,   Subsidiary or Affiliate employing you) to pay any Tax Liabilities that may be   due as a result of the option exercise. These arrangements include payment in   cash or via the same-day sale method described above. With the Company’s   consent (which may be granted by the Compensation Committee of the Board of   Directors or, if applicable, by the Equity Award Committee of the Board of   Directors), these arrangements may also include withholding shares that   otherwise would be issued to you when you exercise this option. The value of   these shares, determined as of the effective date of the option exercise,   will be applied to the Tax Liabilities.
    
	
 
    	
 
    	
 
    
	
Automatic Exercise at End of Option Term
    	
 
    	
This option, to the extent then outstanding, will be   automatically exercised as to all then-vested Shares at 9:00 am San   Francisco, CA Time on the fourth trading day preceding the expiration date   set forth in the Notice of Option Grant if the per share exercise price of   the option is at least 1% below the Fair Market Value of an Ordinary Share at   such time.

 

In the event of an automatic exercise, you authorize   the Company to instruct the broker whom it has selected for this purpose to   sell a number of Ordinary Shares to be issued upon exercise of the option   necessary to generate cash proceeds to cover the exercise price for the   exercised shares and the Tax Liabilities in connection with such exercise   (the “Exercise Costs”). Such sales shall be effected at a market price   following the date that the option is exercised.

 

You acknowledge that the proceeds of any such sale   may not be sufficient to satisfy the Exercise Costs. To the extent the   proceeds from such sale are insufficient to cover the Exercise Costs, the   Company (or Parent, Subsidiary or Affiliate employing you) may in its   discretion (a) withhold the balance of the Exercise Costs from your   wages or other cash compensation paid to you by the Company (or Parent,   Subsidiary or Affiliate employing you) and/or (b) satisfy the Exercise   Costs by means of a net-exercise arrangement, provided that in the case of   the Tax Liabilities the Company only withholds an amount of shares not in   excess of the its reasonable best estimate of the withholding amount. The   fair market value of the withheld shares, determined as of the date of   exercise, will be applied against the Exercise Costs. If the Company   satisfies the Exercise Costs by means of a net-exercise arrangement as   described above, you are deemed to have been issued the full number of shares   subject to the option so exercised.

 

You acknowledge that the instruction to the broker   to sell in the foregoing section is intended to comply with the requirements   of Rule 10b5-
    


 

6











 

	
 
    	
 
    	
1(c)(1)(i)(B) under the Securities Exchange Act   of 1934 (the “Exchange Act”), and to be interpreted to comply with the   requirements of Rule 10b5-1(c)(1) under the Exchange Act (a “10b5-1   Plan”). This 10b5-1 Plan is adopted to be effective as of the first day of   the Company’s first open trading window following the date on which shares   subject to this option first become vested. This 10b5-1 Plan is being adopted   to permit you to sell a number of shares issued upon exercise of the option   sufficient to pay the Exercise Costs. You hereby appoint the Company as your   agent and attorney-in-fact to instruct the broker with respect to the number   of shares to be sold under this 10b5-1 Plan.

 

You hereby authorize the broker to sell the number   of Ordinary Shares determined as set forth above and acknowledge that the   broker is under no obligation to arrange for such sale at any particular   price. You acknowledge that the broker may aggregate your sales with sales   occurring on the same day that are effected on behalf of other Company   employees pursuant to sales of shares vesting under Company options or   restricted share unit awards and your proceeds will be based on a blended   price for all such sales. You acknowledge that you will be responsible for   all brokerage fees and other costs of sale, and you agree to indemnify and   hold the Company harmless from any losses, costs, damages or expenses   relating to any such sale. You acknowledge that it may not be possible to   sell Ordinary Shares during the term of this 10b5-1 Plan due to (a) a   legal or contractual restriction applicable to you or to the broker,   (b) a market disruption, (c) rules governing order execution   priority on the Nasdaq Global Market, (d) a sale effected pursuant to   this 10b5-1 Plan that fails to comply (or in the reasonable opinion of the   broker’s counsel is likely not to comply) with Rule 144 under the   Securities Act of 1933, if applicable, or (e) if the Company determines   that sales may not be effected under this 10b5-1 Plan. You acknowledge that   this 10b5-1 Plan is subject to the terms of any policy adopted now or hereafter   by the Company governing the adoption of 10b5-1 plans.
    
	
 
    	
 
    	
 
    
	
Restrictions on Resale
    	
 
    	
You agree not to sell any option shares at a time   when applicable laws, Company policies (including the Company’s Insider   Trading Policy, a copy of which can be found on the Company’s intranet) or an   agreement between the Company and its underwriters prohibit a sale. This   restriction will apply as long as your Service continues and for such period   of time after the termination of your Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
Transfer of Option
    	
 
    	
Prior to your death, only you may exercise this   option. You cannot transfer or assign this option. For instance, you may not   sell this option or use it as security for a loan. If you attempt to do any   of these things, this option will immediately become invalid. You may,   however, dispose of this option in your will or a beneficiary designation. A   beneficiary designation must be filed with the Company on the proper form.
    


 

7











 

	
 
    	
 
    	
Regardless of any marital property settlement   agreement, the Company is not obligated to honor a notice of exercise from   your former spouse, nor is the Company obligated to recognize your former   spouse’s interest in your option in any other way.
    
	
 
    	
 
    	
 
    
	
No Retention Rights
    	
 
    	
Your option or this Agreement does not give you the   right to be retained by the Company, a Parent, Subsidiary or Affiliate in any   capacity. The Company and its Parents, Subsidiaries and Affiliates reserve   the right to terminate your Service at any time, with or without cause.
    
	
 
    	
 
    	
 
    
	
Shareholder Rights
    	
 
    	
You, or your estate or heirs, have no rights as a   shareholder of the Company until this option has been exercised by giving the   required notice to the Company, paying the exercise price, satisfying any Tax   Liabilities and being registered on the register of members of the Company.   No adjustments are made for dividends or other rights if the applicable   record date occurs before exercise of this option, except as described in the   Plan.
    
	
 
    	
 
    	
 
    
	
Recoupment Policy
    	
 
    	
This option, and the shares acquired upon exercise   of this option, shall be subject to any Company recoupment policy in effect   from time to time.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a share split, a share dividend or a   similar change in the Ordinary Shares, the number of shares covered by this   option and the exercise price per share may be adjusted pursuant to the Plan.
    
	
 
    	
 
    	
 
    
	
Effect of Significant Corporate Transactions
    	
 
    	
If the Company is a party to a merger, consolidation   or certain change in control transactions, then this option will be subject   to the applicable provisions of Article XI of the Plan.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and enforced   under the laws of the Cayman Islands (without regard to its choice-of-law provisions).
    
	
 
    	
 
    	
 
    
	
The Plan and Other Agreements
    	
 
    	
The text of the Plan and the UK Addendum thereto are   incorporated in this Agreement by reference. A copy of the Plan and UK   Addendum thereto are available on the Company’s intranet or by request to the   Finance Department. Capitalized terms not otherwise defined herein shall have   the meanings ascribed to such terms in the Plan or the UK Addendum thereto.

 

This Agreement, the Notice of Option Grant, and the   Plan and the UK Addendum thereto constitute the entire understanding between   you and the Company regarding this option. Any prior agreements, commitments   or negotiations concerning this option are superseded. This Agreement may be   amended only by another written agreement between the parties.
    


 

8











 

BY ACCEPTING THIS OPTION GRANT, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN AND THE UK ADDENDUM THERETO.

 

9