Letter Agreement



 Exhibit 10.1 
 January 5, 2007 
 David Jackson, M.D. 
 11683 Lady
Anne Circle 
 Cape Coral, FL 33991 
 Dear David: 
 This letter sets forth the terms of your employment relationship with Adolor Corporation (the “Company”). Effective with the pay date of January 19, 2007,
your work commitment to the Company will be reduced to thirty (30) hours per week; your base salary will be reduced by 25% to an annual base salary of Two Hundred Sixty Eight Thousand Nine Hundred and Fifty Dollars ($268,950.00) and your title
will be Chief Medical Officer. Effective October 1, 2007 through June 30, 2008, your work commitment to the Company will be further reduced to twenty (20) hours per week and your annual base salary will be further reduced by 25% to an
annual base salary rate of Two Hundred and One Thousand Seven Hundred Twelve Dollars and Fifty Cents ($201,712.50). Your compensation will continue to be subject to normal payroll withholding taxes in accordance with the Company’s customary
practices. During your employment, your stock options will continue to vest in accordance with their respective vesting schedules and you will continue to be eligible to participate in the Company’s employee benefit programs for which you are
eligible. In addition, for 2007, the Company will pay the annual premium for that certain $600,000 term life insurance policy currently in effect with the Harleysville Life Insurance Company Policy #132331. 
 You will continue to report to the Senior Vice President, Chief Scientific Officer, President of Research. The Company will continue to reimburse your reasonable
airfare, hotel and expenses of a rental vehicle, grossed up for tax effect for times when you are required by your supervisor or your work schedule to be at the Company’s headquarters in Exton, Pennsylvania. For other times when you are
required to travel on business, your reimbursement of travel expenses shall be in accordance with the Company’s policy on reimbursement for travel expenses. 
 During 2007, you will be eligible for an incentive bonus upon the approval of a New Drug Application for Entereg® for the management of postoperative ileus by the U.S. Food and Drug Administration of 50% of your base salary in effect at
the time of such approval, subject to normal payroll withholding taxes in accordance with the Company’s customary practices. 
 The Company agrees that
if you are terminated without cause by the Company prior to June 30, 2008, the Company will provide you with a severance payment in the amount of your base salary in effect at the time of such termination for one year. Such amount shall be in
the form of a severance payment made in bi-weekly payments and subject to a general release in form and substance satisfactory to the Company. 







 Effective January 19, 2007, you may engage in independent consulting for third parties that are not developing or
commercializing products that are competitive with the Company’s products in development or commercialization. Such consulting shall not exceed ten (10) hours per week through October 1, 2007 and shall not exceed twenty
(20) hours per week following October 1, 2007. 
 This letter supercedes the employment letter dated January 9, 2001, between you and the
Company which shall be of no further force and effect. 
 David, we look forward to continuing to work with you and to your contributions to the future
success of Adolor. 
  

	
	Very truly yours,
	
	 /s/ Michael R. Dougherty

	Michael R. Dougherty
	President and Chief Executive Officer


 Accepted and Agreed 
  

							
	 /s/ David Jackson
	 		 	 January 7, 2007
	 	
	Signature	 		 	Date	 	

  

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