CHELSEA THERAPEUTICS INTERNATIONAL
LTD.


EXECUTIVE RETENTION BONUS
PLAN

Effective April 16, 2013


 


1.Purpose.



 


The purpose of this
Chelsea Therapeutics International Ltd. Executive Retention Bonus Plan (the “Plan”) is to promote the interests
of Chelsea Therapeutics International Ltd. (the “Company”) by providing an incentive to selected key executive
level employees of the Company to remain employed until such time as a sale of the Company occurs and/or the Company receives approval
of its new drug application from the U.S. Food and Drug Administration for Northera (droxidopa). In this regard, the Plan is intended
to provide cash bonus payments to such executives if they remain employed by the Company on the effective date(s) of such Sale
Event (as defined herein) and/or new drug approval, or where their employment terminates prior to such date(s) under certain specified
circumstances.


 


2.Definitions.



 


The following
terms shall have the meanings set forth below for purposes of the Plan:


 


“Board”
means the Board of Directors of the Company or the Compensation Committee or other committee of the Board delegated the duty to
administer this Plan.


 


“Cause”
means a finding by the Board that any of the following has occurred: (A)
embezzlement, theft, misappropriation or conversion by the Eligible Executive of any property of the Company or any of its subsidiaries
or affiliates; (B) any breach by the Eligible Executive of the Eligible Executive’s covenants under the Plan or any
agreement with the Company; (C) failure or refusal by the Eligible Executive to perform the duties of his or her employment which
continues for a period of fourteen days following notice thereof by the Company to the Eligible Executive; (D) any act by the Eligible
Executive constituting a felony or otherwise involving theft, fraud, dishonesty, misrepresentation or moral turpitude; (E) conviction
of, or plea of nolo contendere (or a similar plea), to, or the failure of the Eligible Executive to contest his prosecution
for, any other criminal offense; (F) any violation of any law, rule or regulation affecting business
operations of the Company or its subsidiaries or affiliates, regulatory disqualification or failure to comply with any legal or
compliance policies or code of ethics, code of business conduct, conflicts of interest policy or similar policies of the Company
or its subsidiaries or affiliates; (G) gross negligence or willful misconduct on the part of the Eligible Executive
in the performance of his duties as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (H)
any act or omission to act of the Eligible Executive intended to harm or damage the business, property, operations, financial condition
or reputation of the Company or any of its subsidiaries or affiliates; or (I) any chemical dependence of the Eligible Executive
which adversely affects the performance of his or her duties and responsibilities to the Company or any of its subsidiaries or
affiliates.


 


“Code”
shall mean the Internal Revenue Code of 1986, as amended and the regulations promulgated thereunder.


 



    	 



    	 



    




“Effective
Date” means April 15, 2013.


 


“Eligible
Executive” means an executive level employee of the Company designated by the Board as eligible to participate in the
Plan, as set forth on Exhibit A. The individuals identified on Exhibit A, are sometimes hereinafter referred to individually
as a “Participant” and collectively as the Participants.


 


“Good Reason”
means either of the following: (i) material reduction in the Eligible Executive’s base pay or bonus opportunity; or (ii)
a relocation of the Participant’s principal work location to more than fifty (50) miles from its current location; provided
that the Participant notifies the Company that Good Reason exists within thirty (30) days of first becoming aware that Good Reason
existed and gives the Company at least thirty (30) days prior written notice of the date that the Participant intends to terminate
employment with the Company if the Good Reason is not cured prior to such date. For the avoidance of doubt, if the Good Reason
is cured by the Company prior to such date, Good Reason shall cease to exist.


 


“NDA Approval
Bonus” has the meaning set forth in Section 4.


 


“Sale Event”
As used herein, a “Sale Event” shall be deemed to have occurred means the occurrence of any of the following on or
before December 31, 2014: (A) the sale, lease, exchange or other transfer, directly or indirectly, of substantially all of the
assets of the Company (in one transaction or in a series of related transactions) to a person or entity that is not controlled
by the Company; (B) any person not a shareholder of the Company on the date of the Plan becomes after the effective date of the
Plan the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, 50% or more
of the combined voting power of the Company’s outstanding securities ordinarily having the right to vote at elections of
directors (regardless of any approval by the Continuing Directors); provided that a traditional institutional or venture capital
financing transaction shall be excluded from this definition; or (C) a merger or consolidation to which the Company is a party
if the shareholders of the Company immediately prior to the effective date of such merger or consolidation have “beneficial
ownership” (as defined in Rule 13d-3 under the Exchange Act), immediately following the effective date of such merger or
consolidation, of securities of the surviving corporation representing less than 50% of the combined voting power of the surviving
corporation’s then outstanding securities ordinarily having the right to vote at elections of directors (regardless of any
approval by the Continuing Directors). For these purposes, “Continuing Directors” of the Company will mean any individuals
who are members of the Board on the effective date of the Plan and any individual who subsequently becomes a member of the Board
whose election, or nomination for election by the Company’s shareholders, was approved by a vote of at least a majority of
the Continuing Directors (either by specific vote or by approval of the Company’s proxy statement in which such individual
is named as a nominee for director without objection to such nomination).


 


Notwithstanding the foregoing, in no event
shall a Sale Event be deemed to have occurred for purposes of the Plan unless the transaction constituting the “Sale Event”
is also a “change in control event” for purposes of section 409A of the Code.


 


“Sale Event
Bonus” has the meaning set forth in Section 3.


 



    	 



    	 



    




3.Sale
Event Bonus. 


 


If
a Sale Event occurs, subject to Sections 5 and 6 below, each Eligible Executive employed by the Company on the date of the Sale
Event shall be entitled to receive a bonus in an amount equal to 50% of his or her base salary (the “Sale Event Bonus”),
subject in all respects to the terms of the Plan.


 


4.NDA
Approval Bonus.


 


If the Company receives
approval of its new drug application from the U.S. Food and Drug Administration for Northera (droxidopa), subject to Sections 5
and 6 below, each Eligible Executive employed by the Company on the date of such approval shall be entitled to receive a bonus
in an amount equal to 50% of his or her base salary (the “NDA Approval Bonus”), subject in all respects to the
terms of the Plan.


 


5.Payment
of Awards. 


 


(a)Notwithstanding
an Eligible Executive’s designation as such, in order to receive a Sale Event Bonus and/or a NDA Approval Bonus, as applicable,
an Eligible Executive must be employed by the Company on the date of the Sale Event and/or the date the Company receives approval
of its new drug application from the U.S. Food and Drug Administration for Northera (droxidopa), except as provided in Section
6 below.


 


(b)Upon
consummation of a Sale Event, the Company shall pay to a Participant his or her Sale Event Bonus in a lump sum payment on or within
30 days following the date the Sale Event is consummated.


 


(c)The Company
shall pay to a Participant his or her NDA Approval Bonus in a lump sum payment on or within 30 days following the date the Company
receives approval of its new drug application from the U.S. Food and Drug Administration for Northera (droxidopa).


 


6.Termination
of Employment. 


 


(a)If an Eligible
Executive’s employment with the Company is terminated by the Company (or, if applicable, the Company's successor) without
Cause or voluntarily by the Eligible Executive for Good Reason (i) within three months prior to the occurrence of a Sale Event
and the Sale Event is subsequently consummated, or (ii) during the period between the Sale Event and the payment date described
in Section 5(b) of the Plan, the Eligible Executive shall be entitled to receive his or her Sale Event Bonus hereunder. Payment
shall be made, if at all, as and when the Sale Event Bonuses are paid under Section 5(b) of the Plan.


 


(b)If
an Eligible Executive’s employment with the Company is terminated by the Company without Cause or voluntarily by the Eligible
Executive for Good Reason, within three months prior to receipt of approval of its new drug application from the U.S. Food and
Drug Administration for Northera (droxidopa), the Eligible Executive shall be entitled to receive his or her portion of the annual
NDA Approval Bonus, if any, paid following the Eligible Executive’s termination of employment with the Company. Payment shall
be made, if at all, as and when the NDA Approval Bonuses are paid under Section 5(c) of the Plan.


 



    	 



    	 



    




(c)If an Eligible
Executive’s employment with the Company terminates on account of (i) the Eligible Executive’s death or disability,
(ii) termination by the Company for Cause or (iii) the Eligible Executive’s voluntary resignation without Good Reason, in
each case prior to the occurrence of a Sale Event or the receipt of approval of its new drug application from the U.S. Food and
Drug Administration for Northera (droxidopa), as applicable, the Eligible Executive’s entitlement to a Sale Event Bonus or
any NDA Approval Bonuses shall be forfeited, and no payment shall be made therefor.


 


7.Administration.


 


The Plan shall be administered
by the Board. The interpretation and construction by the Board of any provisions of the Plan or of any awards granted under it
shall be final and conclusive. No member of the Board shall be liable for any action taken or determination made with respect to
the Plan or any awards granted under it. No equity holder of the Company nor any employee or former employee of the Company, or
any beneficiary, shall have any claim or cause of action against the Company, an officer of the Company, or the Board on account
of, by reason of, or arising out of the exercise of the discretionary power granted hereunder.


 


8.Non-Transferability.


 


No rights granted under
this Plan may be transferred, assigned, pledged, encumbered or disposed of in any way by an Eligible Executive, except by will
or by the laws of descent and distribution.


 


9.No
Rights as Equity Holders or Employee; No Right to Future Awards.


 


Except as otherwise
provided herein, no Eligible Executive or Participant shall have any privileges of a stockholder of the Company with respect to
a Sale Event Bonus and/or an NDA Approval Bonus, nor shall the Company have any obligation to issue any equity, pay any distributions
or otherwise afford any rights to which holders of equity are entitled with respect to any such award. The granting of an award
under the Plan shall not confer upon an Eligible Executive or Participant any right to continue as an employee, to receive future
awards under the Plan, or to interfere in any way with the Company’s right to terminate such Eligible Executive’s or
Participant’s employment. For purposes of clarification, eligibility to participate in the Plan under this Plan shall not
guarantee employment through the date of a Sale Event or the date the Company receives approval of its new drug application from
the U.S. Food and Drug Administration for Northera (droxidopa).


 


10.Withholding;
Taxes.


 


Payments of all bonuses
under the Plan shall be subject to applicable federal (including FICA), state and local tax withholding requirements. The Company
may require that the Participant or other person receiving the bonus pay to the Company the amount of any federal, state or local
taxes that the Company is required to withhold with respect to such bonus, or the Company may deduct from other wages paid by the
Company the amount of any withholding taxes due with respect to the bonus.


 



    	 



    	 



    




Neither the Company
nor its officers or agents make or has made any representations about the tax consequences of the bonus payments paid or payable
under this Plan by the Company to any Participant.


 


11.Amendment
or Discontinuance of the Plan.


 


The Board may amend
or terminate this Plan at any time and from time to time without the consent of any Eligible Executive hereunder; provided, however,
that no such amendment or termination may diminish the rights of a Participant without such Participant’s written consent;
provided, further, that the Company may make any changes to this Plan it determines in its sole discretion are necessary to comply
with the provisions of section 409A of the Code and any final, proposed or temporary regulations or other guidance issued thereunder
without the consent of any Participant.


 


12.Section
409A. 


 


The
benefits provided under this Plan are intended to be exempt from or comply with the requirements of section 409A of the Code, and,
to the extent applicable, shall in all respects be administered in accordance with section 409A of the Code. Notwithstanding
anything in the Agreement to the contrary, payments may only be made under the Plan upon an event and in a manner permitted by
section 409A of the Code. If a payment is not made by the designated payment date under the Plan, the payment shall be made by
December 31 of the calendar year in which the designated date occurs. To the extent that any provision of the Plan would cause
a conflict with the requirements of section 409A of the Code, or would cause the administration of the Plan to fail to satisfy
the requirements of section 409A, such provision shall be deemed null and void to the extent permitted by applicable law. In no
event shall a Participant, directly or indirectly, designate the calendar year of payment.


 


13.Governing
Law.


 


The Plan shall be governed
by the laws of the State of North Carolina without regard to the conflicts of law principles thereof.


 



    	 



    	 



    




 





Exhibit A


 


Eligible Executives


 


 


Art Hewitt


 


Joe Oliveto


 


Nick Riehle


 


Michael Roberts


 


Bill Schwieterman