EXHIBIT
10.31


 


ARYX
THERAPEUTICS, INC.


 


EXECUTIVE SEVERANCE BENEFIT PLAN


 


Section 1.                                         INTRODUCTION.


 


The ARYx Therapeutics, Inc. Executive Severance Benefit Plan (the
“Plan”) is hereby established
effective May 20, 2009.  The purpose
of the Plan is to provide for the payment of severance benefits to certain
executive employees of ARYx Therapeutics, Inc. (the “Company”)
upon the termination of their employment under specified circumstances.  This Plan shall supersede any executive
severance benefit agreement, plan, policy or practice previously maintained or
entered into by the Company for or with any Eligible Employee (as defined in Section 2(a)(1) below).  This Plan document is also the Summary Plan
Description for the Plan.


 


Section 2.                                         ELIGIBILITY
FOR BENEFITS.


 


(a)                                General
Rules.  Subject to the requirements
set forth herein, the Company will grant severance benefits under the Plan to
Eligible Employees.


 


(1)                                 Definition
of “Eligible Employee.”  For purposes of this Plan, Eligible Employees
shall be those employees of the Company who are approved for participation in
the Plan by the Company’s Board of Directors (the “Board”)
as listed in APPENDIX A hereto and who sign and
return a Participation Agreement in the form attached hereto as APPENDIX B within thirty (30) days following his or her
notification of selection for participation in the Plan.  The determination of whether an employee is
an Eligible Employee shall be made by the Board, in its sole discretion, and
such determination shall be binding and conclusive on all persons.  If an employee who is deemed an Eligible
Employee by the Board has an individually negotiated employment agreement with
the Company relating to severance benefits that is in effect on his or her
termination date, the provisions of that agreement relating to severance
benefits shall be superseded by the terms of this Plan; provided,
however, that all other remaining provisions of that agreement shall
remain in effect.


 


(2)                                 Release of Claims.  To be eligible to receive benefits under the Plan, an Eligible
Employee must execute a general waiver and release in substantially the form
attached hereto as EXHIBIT A, EXHIBIT B or EXHIBIT C, as
appropriate, within the time provided therein, and such release must become
effective in accordance with its terms, but in all cases the release must
become effective within 60 days following the date of the Eligible Employee’s
“separation from service” (as defined under Treasury Regulation Section 1.409A-1(h)).  The Company, in its sole discretion, may modify
the form of the required release to comply with applicable law and shall
determine the form of the required release, which may be incorporated into a
termination agreement or other agreement with the Eligible Employee.  Such release shall include non-competition
and non-solicitation provisions as deemed appropriate by the Company in its
sole discretion, in accordance with applicable law.


 


(3)                                 Return of Property.  To be eligible to receive benefits under the
Plan, an Eligible Employee must return all Company property which he or she has
had in his or her possession at any time, including but not limited to any
materials which contain or embody any proprietary or confidential information
of the Company and any computers, mobile telephones or other physical property.


 

















 


(b)                                Exceptions
to Benefit Entitlement.  An employee,
including an employee who otherwise is an Eligible Employee, will not receive
benefits under the Plan if the employee is terminated for Cause (as defined
herein), if the employee resigns without Good Reason (as defined herein), or if
the employee’s employment is terminated as a result of the employee’s death or
disability, in each case as determined by the Company pursuant to Sections 3(c)(1) and
3(c)(2) below.


 


Section 3.                                         AMOUNT
OF BENEFIT.


 


(a)                                Termination without Cause or Resignation for
Good Reason.  If at any time
the Company terminates an Eligible Employee’s employment without Cause (as
defined herein), or the Eligible Employee resigns for Good Reason (as defined
herein), and such termination constitutes a “separation from service” (as
defined above), the Company shall provide the Eligible Employee with the
following severance benefits:


 


(1)                                 A
cash severance benefit in an amount equal to six (6) months of the
Eligible Employee’s Base Salary (as defined herein), subject to withholdings
and deductions, which aggregate amount shall be paid in a single lump sum
payment.  On the first regular payroll
date following the effective date of the Eligible Employee’s release of claims,
the Company will pay the Eligible Employee this cash severance benefit;


 


(2)                                 Acceleration
of the vesting of the unvested shares of common stock held by the Eligible
Employee that were issued pursuant to his or her compensatory equity awards and
the unvested shares of common stock subject to unexercised stock options then
held by the Eligible Employee such that the shares that would have vested under
such awards had the Eligible Employee remained employed by the Company for six (6) months
following the termination of the Eligible Employee’s employment shall vest and,
in the case of options, become immediately exercisable (or, if no shares would
vest during such time under an award due to a cliff vesting provision, then the
number of shares vesting and becoming exercisable pursuant to this paragraph
shall equal the product of (i) the total number of shares subject to the
award and (ii) a fraction, the numerator of which is six (6) and the
denominator of which is the total number of months in the vesting schedule),  with such vesting occurring as of the date of the Eligible
Employee’s termination (such acceleration of vesting, the “6 Month Acceleration”);
and


 


(3)                                 Provided
that the Eligible Employee is eligible to continue coverage under a health,
dental, or vision  plan sponsored by the Company
under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) at the time of the Eligible
Employee’s termination and timely elects such continuation of coverage under
COBRA, the Company will pay COBRA premiums on behalf of the Eligible Employee
for a period of up to six (6) months following the Eligible Employee’s
termination of employment (but in no event longer that the date on which the
Eligible Employee ceases to be eligible for COBRA).  Upon the conclusion of such period of
insurance premium payments made by the Company, the Eligible Employee will be
responsible for the entire payment of premiums required under COBRA for the
duration of the COBRA period.  No
provision of this Plan will affect the continuation coverage


 


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rules under COBRA,
except that the Company’s payment of any applicable insurance premiums will be
credited as payment by the Eligible Employee for purposes of the Eligible
Employee’s payment required under COBRA. 
Therefore, the period during which an Eligible Employee may elect to
continue the Company’s health, dental, or vision plan coverage at his or her
own expense under COBRA, the length of time during which COBRA coverage will be
made available to the Eligible Employee, and all other rights and obligations
of the Eligible Employee under COBRA (except the obligation to pay insurance
premiums that the Company pays in accordance with the foregoing) will be
applied in the same manner that such rules would apply in the absence of
this Plan.  For purposes of this Section 3(a)(3),
(i) references to COBRA shall be deemed to refer also to analogous
provisions of state law and (ii) any applicable insurance premiums that
are paid by the Company shall not include any amounts payable by the Eligible
Employee under an Internal Revenue Code Section 125 health care
reimbursement plan, which amounts, if any, are the sole responsibility of the
Eligible Employee.


 


(b)                                Termination without Cause or Resignation for
Good Reason Following a Change of Control. 
If the Company terminates an Eligible Employee’s employment
without Cause, or the Eligible Employee resigns for Good Reason, at any time
during the period commencing on the effective date of a Change of Control (as
defined herein) and ending thirteen (13) months following the effective date of
the Change of Control, and provided such termination constitutes a separation
from service, then the Eligible Employee shall be entitled to the benefits set
forth in Section 3(a); provided, however,
that in lieu of the 6 Month Acceleration, the vesting (and, in the case of
options, exercisability) of each then-unvested equity award held by the
Eligible Employee shall be fully accelerated, such that 100% of the shares
shall be vested and exercisable effective as of the date of the Eligible
Employee’s termination of employment.


 


(c)                                Definitions.


 


(1)                                 For
purposes of this Plan, “Cause”
shall mean that the Eligible Employee
committed, or there has occurred, one or more of the following: (a) conviction
of, a guilty plea with respect to, or a plea of nolo
contendere to a charge that the Eligible Employee has committed a
felony under the laws of the United States or of any state of a crime involving
moral turpitude, including, but not limited to, fraud, theft, embezzlement or
any crime that results in or is intended to result in personal enrichment at
the expense of the Company; (b) material breach of any agreement entered
into between the Eligible Employee and the Company that impairs the Company’s
interest therein; (c) willful misconduct, or gross neglect by such
Eligible Employee of his or her duties, if such conduct is not cured within
seven (7) days of the Eligible Employee’s receipt of written notice
(provided that such conduct can reasonably be cured); (d) an unauthorized
use or disclosure of the Company’s confidential information or trade secrets;
or (e) engagement in any activity that constitutes a material conflict of
interest with the Company.  The Eligible
Employee’s death or physical or mental disability shall also constitute Cause
for termination hereunder.  Cause to
terminate employment based on the Eligible Employee’s physical or mental
disability shall exist if any illness, disability or other incapacity renders
the Eligible Employee physically or mentally unable to regularly perform his or
her duties hereunder for a period in excess of sixty (60) consecutive days or
more than ninety (90) days in any consecutive twelve (12) month period.  The Board of Directors shall make a good faith
determination of whether the Eligible Employee is physically or mentally unable
to regularly perform his or her duties, subject to its review and consideration
of any physical and/or mental health information provided to it by the Eligible
Employee.


 


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(2)                                 For
purposes of this Plan, “Good
Reason” shall mean the
Eligible Employee’s resignation from all positions he or she then-holds with
the Company if any one of the following events occurs on or after the
commencement of the Eligible Employee’s employment without his or her
consent:  (A) (I) any material
reduction of the Eligible Employee’s then current annual base salary, except to
the extent that the annual base salary of all other officers of the Company is
similarly reduced; (II) any material diminution of the Eligible Employee’s
duties, responsibilities or authority; (III) any requirement that the
Eligible Employee relocate to a work site that would increase his or her
one-way commute distance by more than thirty-five (35) miles; or (IV) any
material breach by the Company of its obligations under the employment
agreement between the Company and the Eligible Employee, (B) the Eligible
Employee provides written notice to the Company’s Chief Executive Officer
within the 90-day period immediately following such material change or
reduction, (C) such material change or reduction is not remedied by the
Company within forty-five (45) days following the Company’s receipt of such
written notice, and (D) the Eligible Employee’s resignation is effective
not later than thirty (30) days after the expiration of such cure period.


 


(3)                                 Change of Control. For purposes of
the Plan, a “Change of Control” shall have
the meaning given to the term “Change in Control” as set forth in the Company’s
2007 Equity Incentive Plan in effect on the date hereof and as amended and/or
restated from time to time.


 


(4)                                 For
purposes of calculating Plan benefits, “Base Salary”
shall mean the Eligible Employee’s base pay (excluding incentive pay, premium
pay, commissions, overtime, bonuses and other forms of variable compensation),
at the rate in effect during the last regularly scheduled payroll period
immediately preceding the Eligible Employee’s termination (ignoring any
reduction in Base Salary that is the basis for the Eligible Employee’s
resignation for Good Reason, as applicable).


 


(d)                                Other
Employee Benefits.  All other
benefits (such as life insurance, disability coverage, and 401(k) plan
coverage) terminate as of the Eligible Employee’s termination date (except to
the extent that a conversion privilege may be available thereunder).


 


(e)                                Certain
Reductions.  The Company shall reduce
an Eligible Employee’s severance benefits, in whole or in part, by any other
severance benefits, pay in lieu of notice, or other similar benefits payable to
the Eligible Employee by the Company that become payable in connection with the
Eligible Employee’s termination of employment pursuant to (i) any
applicable legal requirement, including, without limitation, the Worker
Adjustment and Retraining Notification Act (the “WARN
Act”), or (ii) any Company policy or practice providing for
the Eligible Employee to remain on the payroll for a limited period of time
after being given notice of the termination of the Eligible Employee’s
employment.  The benefits provided under
this Plan are intended to satisfy, in whole or in part, any and all statutory
obligations that may arise out of an Eligible Employee’s termination of employment,
and the Plan Administrator shall so construe and implement the terms of the
Plan.  In the Company’s sole discretion,
such reductions may be applied on a retroactive basis, with severance benefits
previously paid being recharacterized as payments pursuant to the Company’s
statutory obligation.


 


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Section 4.                                         LIMITATIONS
ON PAYMENTS.


 


(a)                                Taxes and Offsets.  All
payments under the Plan will be subject to applicable withholding for federal,
state and local taxes.  If an Eligible
Employee is indebted to the Company at his or her termination date, the Company
reserves the right to offset any severance payments under the Plan by the
amount of such indebtedness.  In no event
shall payment of any Plan benefit be made prior to the Eligible Employee’s separation
from service or prior to the effective date of the release described in Section 2(a)(2).


 


(b)                                Best After Tax.  If any payment or benefit
(including payments and benefits pursuant to this Agreement) that an Eligible
Employee would receive in connection with a Change of Control from the Company
or otherwise (“Payment”)
would (i) constitute a “parachute payment” within the meaning of Section 280G
of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but
for this sentence, be subject to the excise tax imposed by Section 4999 of
the Code (the “Excise
Tax”), then the Company shall cause to be determined, before any
amounts of the Payment are paid to the Eligible Employee, which of the
following two alternative forms of payment would maximize the Eligible
Employee’s after-tax proceeds: (i) payment in full of the entire amount of
the Payment (a “Full
Payment”), or (ii) payment of only a part of the Payment so
that the Eligible Employee receives the largest payment possible without the
imposition of the Excise Tax (a “Reduced Payment”), whichever amount results
in the Participant’s
receipt, on an after-tax basis, of the greater amount of the Payment
notwithstanding that all or some portion of the Payment may be subject to the
Excise Tax.  For purposes of determining
whether to make a Full Payment or a Reduced Payment, the Company shall cause to
be taken into account all applicable federal, state and local income and
employment taxes and the Excise Tax (all computed at the highest applicable marginal
rate, net of the maximum reduction in federal income taxes which could be
obtained from a deduction of such state and local taxes).  If a Reduced Payment is made, (i) the
Payment shall be paid only to the extent permitted under the Reduced Payment alternative,
and the Eligible Employee shall have no rights to any additional payments
and/or benefits constituting the
Payment, and (ii) reduction in payments and/or benefits shall occur in the
following order: (1) reduction of cash payments; (2) cancellation of
accelerated vesting of equity awards other than stock options; (3) cancellation
of accelerated vesting of stock options; and (4) reduction of other
benefits paid to the Eligible Employee.  In the event that acceleration
of compensation from the Eligible Employee’s equity awards is to be reduced, such acceleration of vesting shall
be canceled in the reverse order of the date of grant.


 


The independent professional firm engaged by the
Company for general tax audit purposes as of the day prior to the effective
date of the Change of Control shall make all determinations required to be made
under this Section 4(b).  If the
firm so engaged by the Company is serving as accountant or auditor for the
individual, entity or group effecting the Change of Control, the Company shall
appoint a nationally recognized independent professional firm to make the
determinations required hereunder.  The
Company shall bear all expenses with respect to the determinations by such firm
required to be made hereunder.


 


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The firm engaged to make the determinations hereunder
shall provide its calculations, together with detailed supporting
documentation, to the Company and the Eligible Employee within fifteen (15)
calendar days after the date on which the Eligible Employee’s right to a
Payment is triggered (if requested at that time by the Company or the Eligible
Employee) or such other time as requested by the Company or the Eligible
Employee.  If the firm determines that no
Excise Tax is payable with respect to a Payment, either before or after the
application of the Reduced Amount, it shall furnish the Company and the
Eligible Employee with a statement reasonably acceptable to the Eligible
Employee that no Excise Tax will be imposed with respect to such Payment.  Any good faith determinations of the firm
made hereunder shall be final, binding and conclusive upon the Company and the
Eligible Employee.


 


(c)                                Code Section 409A. 
If the Company (or, if
applicable, the successor entity thereto) determines that the severance
payments and benefits provided under the Plan (the “Plan
Payments”) constitute “deferred compensation” under Code Section 409A
(together, with any state law of similar effect, “Section 409A”) and an Eligible
Employee is a “specified employee” of the Company or any successor entity
thereto, as such term is defined in Section 409A(a)(2)(B)(i) (a “Specified Employee”)
on his or her separation from service, then, solely to the extent necessary to
avoid the incurrence of the adverse personal tax consequences under Section 409A,
the timing of the Plan Payments shall be delayed as follows:  on the earlier to occur of (i) the
date that is six months and one day after the date of his or her separation
from service or (ii) the date of the Eligible Employee’s death (such
earlier date, the “Delayed
Initial Payment Date”), the Company (or the successor entity
thereto, as applicable) shall (A) pay to the Eligible Employee a lump sum
amount equal to the sum of the Plan Payments that the Eligible Employee would
otherwise have received through the Delayed Initial Payment Date (including
reimbursement for any premiums paid by the Eligible Employee for health
insurance coverage under COBRA) if the commencement of the payment of the Plan
Payments had not been delayed pursuant to this Section 4(c) and (B) commence
paying the balance of the Plan Payments in accordance with the applicable
payment schedules set forth in Section 3 above.  It is intended that (i) each installment
of the Plan Payments provided under this Plan is a separate “payment” for
purposes of Section 409A, (ii) all of the Plan Payments satisfy, to
the greatest extent possible, the exemptions from the application of Section 409A
provided under of Treasury Regulation 1.409A-1(b)(4), 1.409A-1(b)(5) and
1.409A-1(b)(9), and this Plan will be construed to the greatest extent possible
as consistent with those provisions.


 


Section 5.                                         REEMPLOYMENT.


 


In the event of an Eligible Employee’s reemployment by
the Company during the period of time in respect of which Plan Payments have
been paid, the Company, in its sole discretion, may require such Eligible
Employee to repay to the Company all or a portion of such Plan Payments as a
condition of reemployment.


 


Section 6.                                         RIGHT
TO INTERPRET PLAN; AMENDMENT AND TERMINATION.


 


(a)                                Exclusive
Discretion.  The Plan Administrator
(set forth in Section 11(d)) shall have the exclusive discretion and
authority to establish rules, forms, and procedures for the administration of
the Plan and to construe and interpret the Plan and to decide any and all
questions of fact, interpretation, definition, computation or administration
arising in connection with the operation of the Plan, including, but not
limited to, the eligibility to participate in the Plan and amount of benefits
paid under the Plan.  The rules,
interpretations, computations and other actions of the Plan Administrator shall
be binding and conclusive on all persons.


 


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(b)                                Amendment
or Termination.  The Company reserves
the right to amend or terminate this Plan (including Appendix A) or the
benefits provided hereunder at any time prior to a Change of Control; provided, however, that no such amendment or termination
shall materially adversely impair the rights of any Eligible Employee under the
Plan without his or her written consent.


 


Section 7.                                         NO
IMPLIED EMPLOYMENT CONTRACT.


 


The Plan shall not be deemed to (i) give any employee or other
person any right to be retained in the employ of the Company or (ii) interfere
with the right of the Company to discharge any employee or other person at any
time, with or without cause, which right is hereby reserved.


 


Section 8.                                         LEGAL
CONSTRUCTION.


 


This Plan is intended to be governed by and shall be construed in
accordance with the Employee Retirement Income Security Act of 1974 (“ERISA”) and, to the extent not
preempted by ERISA, the laws of the State of Florida.


 


Section 9.                                         CLAIMS,
INQUIRIES AND APPEALS.


 


(a)                                Applications
for Benefits and Inquiries.  Any
application for benefits, inquiries about the Plan or inquiries about present
or future rights under the Plan must be submitted to the Plan Administrator in
writing by an applicant (or his or her authorized representative).


 


(b)                                Denial
of Claims.  In the event that any application
for benefits is denied in whole or in part, the Plan Administrator must provide
the applicant with written or electronic notice of the denial of the
application, and of the applicant’s right to review the denial.  Any electronic notice will comply with the
regulations of the U.S. Department of Labor. 
The notice of denial will be set forth in a manner designed to be
understood by the applicant and will include the following:


 


(1)                                 the
specific reason or reasons for the denial;


 


(2)                                 references
to the specific Plan provisions upon which the denial is based;


 


(3)                                 a
description of any additional information or material that the Plan
Administrator needs to complete the review and an explanation of why such
information or material is necessary; and


 


(4)                                 an
explanation of the Plan’s review procedures and the time limits applicable to
such procedures, including a statement of the applicant’s right to bring a
civil action under section 502(a) of ERISA following a denial on review of
the claim, as described in Section 9(d) below.


 


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This notice of denial will be given to the applicant within ninety (90)
days after the Plan Administrator receives the application, unless special
circumstances require an extension of time, in which case, the Plan
Administrator has up to an additional ninety (90) days for processing the
application.  If an extension of time for
processing is required, written notice of the extension will be furnished to
the applicant before the end of the initial ninety (90) day period.


 


This notice of extension will describe the special circumstances
necessitating the additional time and the date by which the Plan Administrator
is to render its decision on the application.


 


(c)                                Request
for a Review.  Any person (or that
person’s authorized representative) for whom an application for benefits is
denied, in whole or in part, may appeal the denial by submitting a request for
a review to the Plan Administrator within sixty (60) days after the application
is denied.  A request for a review shall
be in writing and shall be addressed to the Plan Administrator.


 


A request for review must
set forth all of the grounds on which it is based, all facts in support of the
request and any other matters that the applicant feels are pertinent.  The applicant (or his or her representative)
shall have the opportunity to submit (or the Plan Administrator may require the
applicant to submit) written comments, documents, records, and other
information relating to his or her claim. 
The applicant (or his or her representative) shall be provided, upon
request and free of charge, reasonable access to, and copies of, all documents,
records and other information relevant to his or her claim.  The review shall take into account all
comments, documents, records and other information submitted by the applicant
(or his or her representative) relating to the claim, without regard to whether
such information was submitted or considered in the initial benefit
determination.


 


(d)                                Decision
on Review.  The Plan Administrator
will act on each request for review within sixty (60) days after receipt of the
request, unless special circumstances require an extension of time (not to
exceed an additional sixty (60) days), for processing the request for a
review.  If an extension for review is
required, written notice of the extension will be furnished to the applicant
within the initial sixty (60) day period. 
This notice of extension will describe the special circumstances
necessitating the additional time and the date by which the Plan Administrator
is to render its decision on the review. 
The Plan Administrator will give prompt, written or electronic notice of
its decision to the applicant. Any electronic notice will comply with the
regulations of the U.S. Department of Labor. 
In the event that the Plan Administrator confirms the denial of the
application for benefits in whole or in part, the notice will set forth, in a
manner calculated to be understood by the applicant, the following:


 


(1)                                 the
specific reason or reasons for the denial;


 


(2)                                 references
to the specific Plan provisions upon which the denial is based;


 


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(3)                                 a
statement that the applicant is entitled to receive, upon request and free of
charge, reasonable access to, and copies of, all documents, records and other
information relevant to his or her claim; and


 


(4)                                 a
statement of the applicant’s right to bring a civil action under section 502(a) of
ERISA.


 


(e)                                Rules and
Procedures.  The Plan Administrator
will establish rules and procedures, consistent with the Plan and with
ERISA, as necessary and appropriate in carrying out its responsibilities in
reviewing benefit claims.  The Plan
Administrator may require an applicant who wishes to submit additional
information in connection with an appeal from the denial of benefits to do so
at the applicant’s own expense.


 


(f)                                  Exhaustion
of Remedies.  No legal action for
benefits under the Plan may be brought until the applicant (i) has
submitted a written application for benefits in accordance with the procedures
described by Section 9(a) above, (ii) has been notified by the
Plan Administrator that the application is denied, (iii) has filed a
written request for a review of the application in accordance with the appeal
procedure described in Section 9(c) above, and (iv) has been
notified that the Plan Administrator has denied the appeal.  Notwithstanding the foregoing, if the Plan
Administrator does not respond to a Participant’s claim or appeal within the
relevant time limits specified in this Section 9, the Participant may
bring legal action for benefits under the Plan pursuant to Section 502(a) of
ERISA.


 


Section 10.                                  BASIS
OF PAYMENTS TO AND FROM PLAN.


 


The Plan shall be unfunded, and all cash payments under the Plan shall
be paid only from the general assets of the Company.


 


Section 11.                                  OTHER
PLAN INFORMATION.


 


(a)                                Employer
and Plan Identification Numbers.  The
Employer Identification Number assigned to the Company (which is the “Plan Sponsor” as that term is used
in ERISA) by the Internal Revenue Service is 77-0456039.  The Plan Number assigned to the Plan
by the Plan Sponsor pursuant to the instructions of the Internal Revenue
Service is  2009.


 


(b)                                Ending
Date for Plan’s Fiscal Year.  The
date of the end of the fiscal year for the purpose of maintaining the Plan’s
records is December 31.


 


(c)                                Agent
for the Service of Legal Process. 
The agent for the service of legal process with respect to the Plan is
the Plan Administrator.


 


(d)                                Plan
Sponsor and Administrator.  The “Plan
Sponsor” and the “Plan Administrator” of the Plan is:


 


ARYx Therapeutics, Inc.


6300 Dumbarton Circle


Fremont,
CA 94555


 


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The Plan Sponsor’s and
Plan Administrator’s telephone number is (510) 585-2200.  The Plan Administrator is the named fiduciary
charged with the responsibility for administering the Plan.


 


Section 12.                                  STATEMENT
OF ERISA RIGHTS.


 


Participants in
this Plan (which is a welfare benefit plan sponsored by ARYx Therapeutics, Inc.)
are entitled to certain rights and protections under ERISA.  If you are an Eligible Employee, you are
considered a participant in the Plan and, under ERISA, you are entitled to:


 


(a)                                Receive
Information About Your Plan and Benefits


 


(1)                                 Examine,
without charge, at the Plan Administrator’s office and at other specified
locations, such as worksites, all documents governing the Plan and a copy of
the latest annual report (Form 5500 Series), if applicable, filed by the
Plan with the U.S. Department of Labor and available at the Public Disclosure Room of
the Employee Benefits Security Administration;


 


(2)                                 Obtain,
upon written request to the Plan Administrator, copies of documents governing
the operation of the Plan and copies of the latest annual report (Form 5500
Series), if applicable, and an updated (as necessary) Summary Plan
Description.  The Administrator may make
a reasonable charge for the copies; and


 


(3)                                 Receive
a summary of the Plan’s annual financial report, if applicable.  The Plan Administrator is required by law to
furnish each participant with a copy of this summary annual report.


 


(b)                                Prudent Actions by Plan Fiduciaries.  In addition to creating rights for Plan
participants, ERISA imposes duties upon the people who are responsible for the operation
of the employee benefit plan.  The people
who operate the Plan, called “fiduciaries” of the Plan, have a duty to do so
prudently and in the interest of you and other Plan participants and
beneficiaries.  No one, including your
employer, your union or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining a Plan
benefit or exercising your rights under ERISA.


 


(c)                                Enforce Your Rights.  If your claim for a Plan benefit
is denied or ignored, in whole or in part, you have a right to know why this
was done, to obtain copies of documents relating to the decision without
charge, and to appeal any denial, all within certain time schedules.


 


Under ERISA, there are
steps you can take to enforce the above rights. 
For instance, if you request a copy of Plan documents or the latest
annual report from the Plan, if applicable, and do not receive them within 30
days, you may file suit in a Federal court. 
In such a case, the court may require the Plan Administrator to provide
the materials and pay you up to $110 a day until you receive the materials,
unless the materials were not sent because of reasons beyond the control of the
Plan Administrator.


 


10

















 


If you have a claim for
benefits which is denied or ignored, in whole or in part, you may file suit in
a state or Federal court.


 


If you are discriminated
against for asserting your rights, you may seek assistance from the U.S.
Department of Labor, or you may file suit in a Federal court.  The court will decide who should pay court
costs and legal fees.  If you are
successful, the court may order the person you have sued to pay these costs and
fees.  If you lose, the court may order
you to pay these costs and fees, for example, if it finds your claim is
frivolous.


 


(d)                                Assistance with Your Questions.  If you have any questions about
the Plan, you should contact the Plan Administrator.  If you have any questions about this
statement or about your rights under ERISA, or if you need assistance in
obtaining documents from the Plan Administrator, you should contact the nearest
office of the Employee Benefits Security Administration, U.S. Department of
Labor, listed in your telephone directory or the Division of Technical Assistance
and Inquiries, Employee Benefits Security Administration, U.S. Department of
Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210.  You may also obtain certain publications
about your rights and responsibilities under ERISA by calling the publications
hotline of the Employee Benefits Security Administration.


 


Section 13.                                  GENERAL
PROVISIONS.


 


(a)                                Notices.  Any notice, demand or request required or
permitted to be given by either the Company or an Eligible Employee pursuant to
the terms of this Plan shall be in writing and shall be deemed given when
delivered personally or deposited in the U.S. mail with postage prepaid, and
addressed to the parties, in the case of the Company, at the address set forth
in Section 11(d) and, in the case of an Eligible Employee, at the
address as set forth in the Company’s employment file maintained for the
Participant as previously furnished by the Participant or such other address as
a party may request by notifying the other in writing.


 


(b)                                Transfer
and Assignment.  The rights and
obligations of an Eligible Employee under this Plan may not be transferred or
assigned without the prior written consent of the Company.  This Plan shall be binding upon any person
who is a successor by merger, acquisition, consolidation or otherwise to the
business formerly carried on by the Company without regard to whether or not
such person or entity actively assumes the obligations hereunder.


 


(c)                                Waiver.
 Any party’s failure to enforce any
provision or provisions of this Plan shall not in any way be construed as a
waiver of any such provision or provisions, nor prevent any party from
thereafter enforcing each and every other provision of this Plan.  The rights granted the parties herein are
cumulative and shall not constitute a waiver of any party’s right to assert all
other legal remedies available to it under the circumstances.


 


(d)                                Severability.
 Should any provision of this Plan
(including any appendices hereto) be declared or determined to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired.


 


(e)                                Section Headings.  Section headings in this Plan are
included for convenience of reference only and shall not be considered part of
this Plan for any other purpose.


 


11

















 


Section 14.                                  CIRCULAR
230 DISCLAIMER.


 


THE FOLLOWING DISCLAIMER
IS PROVIDED IN ACCORDANCE WITH THE INTERNAL REVENUE SERVICE’S CIRCULAR 230 (21
CFR PART 10).  ANY ADVICE IN THIS
PLAN IS NOT INTENDED OR WRITTEN TO BE USED, AND IT CANNOT BE USED BY YOU FOR
THE PURPOSE OF AVOIDING ANY PENALTIES THAT MAY BE IMPOSED ON YOU.  ANY ADVICE IN THIS PLAN WAS WRITTEN TO
SUPPORT THE PROMOTION OR MARKETING OF PARTICIPATION IN THE COMPANY’S SEVERANCE
BENEFIT PLAN.  YOU SHOULD SEEK ADVICE
BASED ON YOUR PARTICULAR CIRCUMSTANCES FROM AN INDEPENDENT TAX ADVISOR.


 


Section 15.                                  EXECUTION.


 


To record the adoption of the Plan as set forth herein, effective as of
May 20, 2009, the Company has caused its duly authorized officer to
execute the same as of May 27, 2009.


 


 


	
   

  	
  ARYX THERAPEUTICS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul Goddard

  
	
   

  	
   

  	
  Paul Goddard, Ph.D.

  
	
   

  	
   

  	
  Chairman of the Board
  and Chief Executive Officer

  



 


12
















 


For Employees Age 40 or
Older


Individual
Termination


 


EXHIBIT A


 


RELEASE
AGREEMENT


 


I understand and agree completely to the terms set
forth in the ARYx Therapeutics, Inc. Executive Severance Benefit Plan (the
“Plan”).


 


I understand that this Release, together with the Plan, constitutes the
complete, final and exclusive embodiment of the entire agreement between ARYx
Therapeutics, Inc. (the “Company”)
and me with regard to the subject matter hereof.  I am not relying on any promise or
representation by the Company that is not expressly stated therein.  Certain capitalized terms used in this
Release are defined in the Plan.


 


I hereby confirm my obligations under the Company’s proprietary
information and inventions agreement.


 


While employed by the Company and for two (2) years
immediately following the date on which I cease to be employed by the Company
for any reason, I agree not to (whether directly or indirectly, personally or
through others): (a) encourage, induce, attempt to induce, solicit or
attempt to solicit any employee of the Company or any of the Company’s
subsidiaries to leave his or her employment with the Company or any of the
Company’s subsidiaries, (b) encourage, induce, attempt to induce, solicit
or attempt to solicit any customer of the Company or any of the Company’s
subsidiaries to reduce or terminate its customer relationship with the Company,
or (c) be or become an officer, director, stockholder, owner, co-owner,
affiliate, partner, promoter, employee, agent, representative, designer, consultant,
advisor, manager, licensor, sublicensor, licensee or sublicensee of, for or to,
or otherwise be or become associated with or acquire or hold (of record,
beneficially or otherwise) any direct or indirect interest in, any entity that
engages directly or indirectly in competition with the Company; provided, however, that I may, without violating this
paragraph, provide services to a business division of a competing entity if
such business division does not compete with the Company and my services to the
competing entity are limited to such business division, and provided further, that I may own, as a
passive investor, an equity interest of any competing entity, so long as my
holdings in such entity do not in the aggregate constitute more than 1% of the
voting stock of such entity.  I
acknowledge that, due to the nature of the Company ‘s business and the products
and services provided by the Company, it is possible to compete with the
Company from any location within the world, and I acknowledge and agree that it
is thus impossible to identify or otherwise limit the geographic scope of this
agreement and that it is reasonable for the restrictions contained herein to
apply on a worldwide basis.


 


Except as otherwise set forth in this Release, I hereby generally and
completely release the Company and its parents, subsidiaries, successors,
predecessors and affiliates, and its and their partners, members, directors,
officers, employees, stockholders, shareholders, agents, attorneys,
predecessors, insurers, affiliates and assigns, from any and all claims,
liabilities and obligations, both known and unknown, that arise out of or are
in any way related to events, acts, conduct, or omissions occurring at any time
prior to and including the date I sign this Release.  This general release includes, but is not
limited to: (a) all claims arising out of or in any way 


 


1

















 


related to my
employment with the Company or the termination of that employment; (b) all
claims related to my compensation or benefits, including salary, bonuses,
commissions, vacation pay, expense reimbursements, severance pay, fringe
benefits, stock, stock options, or any other ownership interests in the
Company; (c) all claims for breach of contract, wrongful termination, and
breach of the implied covenant of good faith and fair dealing; (d) all
tort claims, including claims for fraud, defamation, emotional distress, and
discharge in violation of public policy; and (e) all federal, state, and
local statutory claims, including claims for discrimination, harassment,
retaliation, attorneys’ fees, or other claims arising under the federal Civil
Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of
1990 (as amended), the federal Age Discrimination in Employment Act (as
amended) (“ADEA”), the federal Employee
Retirement Income Security Act of 1974 (as amended), the federal Americans with
Disabilities Act of 1990, the federal Family and Medical Leave Act (“FMLA”), the
California Family Rights Act (“CFRA”), the California Labor Code (as amended), and the
California Fair Employment and Housing Act (as amended) and the California Fair
Employment and Housing Act (as amended); provided, however, that nothing in this paragraph shall be
construed in any way to release the Company from its obligation to indemnify me
pursuant to agreement or applicable law or to prohibit me for contesting a
claim for indemnification made by the Company or any of the other persons
released hereunder.


 


I acknowledge that I am knowingly and voluntarily waiving and releasing
any rights I may have under the ADEA, and that the consideration given under
the Plan for the waiver and release in the preceding paragraph hereof is in
addition to anything of value to which I was already entitled.  I further acknowledge that I have been
advised by this writing, as required by the ADEA, that:  (a) my
waiver and release do not apply to any rights or claims that may arise after
the date I sign this Release; (b) I
should consult with an attorney prior to signing this Release (although I may
choose voluntarily not do so);
(c) I have twenty-one (21) days to consider this Release
(although I may choose voluntarily to sign this Release earlier); (d) I have seven
(7) days following the date I sign this Release to revoke the Release by
providing written notice to an officer of the Company; and (e) this Release shall not be
effective until the date upon which the revocation period has expired, which
shall be the eighth day after I sign this Release.


 


I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: “A general
release does not extend to claims which the creditor does not know or suspect
to exist in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the debtor.”  I hereby expressly waive and relinquish all
rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to my release of any claims hereunder.


 


I hereby represent that I have been paid all compensation owed and for
all hours worked, I have received all the leave and leave benefits and
protections for which I am eligible, pursuant to FMLA, CFRA, or otherwise, and
I have not suffered any on-the-job injury for which I have not already filed a
workers’ compensation claim.


 


I acknowledge that to become effective, I must sign and return this
Release to the Company so that it is received not later than twenty-one (21)
days following the later of the date of the termination of my employment and
the date it is provided to me.


 


2

















 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


3

















 


For Employees Age 40 or
Older


Group Termination


 


EXHIBIT B


 


RELEASE
AGREEMENT


 


I understand and agree completely to the terms set
forth in the ARYx Therapeutics, Inc. Executive Severance Benefit Plan (the
“Plan”).


 


I understand that this Release, together with the Plan, constitutes the
complete, final and exclusive embodiment of the entire agreement between ARYx
Therapeutics, Inc. (the “Company”)
and me with regard to the subject matter hereof.  I am not relying on any promise or
representation by the Company that is not expressly stated therein.  Certain capitalized terms used in this
Release are defined in the Plan.


 


I hereby confirm my obligations under the Company’s proprietary
information and inventions agreement.


 


While employed by the Company and for two (2) years immediately
following the date on which I cease to be employed by the Company for any
reason, I agree not to (whether directly or indirectly, personally or through
others): (a) encourage, induce, attempt to induce, solicit or attempt to
solicit any employee of the Company or any of the Company’s subsidiaries to
leave his or her employment with the Company or any of the Company’s
subsidiaries, (b) encourage, induce, attempt to induce, solicit or attempt
to solicit any customer of the Company or any of the Company’s subsidiaries to
reduce or terminate its customer relationship with the Company, or (c) be
or become an officer, director, stockholder, owner, co-owner, affiliate,
partner, promoter, employee, agent, representative, designer, consultant,
advisor, manager, licensor, sublicensor, licensee or sublicensee of, for or to,
or otherwise be or become associated with or acquire or hold (of record,
beneficially or otherwise) any direct or indirect interest in, any entity that
engages directly or indirectly in competition with the Company; provided, however, that I may, without violating this
paragraph, provide services to a business division of a competing entity if
such business division does not compete with the Company and my services to the
competing entity are limited to such business division, and provided further, that I may own, as a
passive investor, an equity interest of any competing entity, so long as my
holdings in such entity do not in the aggregate constitute more than 1% of the
voting stock of such entity.  I
acknowledge that, due to the nature of the Company ‘s business and the products
and services provided by the Company, it is possible to compete with the
Company from any location within the world, and I acknowledge and agree that it
is thus impossible to identify or otherwise limit the geographic scope of this
agreement and that it is reasonable for the restrictions contained herein to
apply on a worldwide basis.


 


Except as otherwise set forth in this Release, I hereby generally and
completely release the Company and its parents, subsidiaries, successors,
predecessors and affiliates, and its and their partners, members, directors,
officers, employees, stockholders, shareholders, agents, attorneys,
predecessors, insurers, affiliates and assigns, from any and all claims,
liabilities and obligations, both known and unknown, that arise out of or are
in any way related to events, acts, conduct, or omissions occurring at any time
prior to and including the date I sign this Release.  This general release includes, but is not
limited to: (a) all claims arising out of or in any way 


 


1

















 


related to my
employment with the Company or the termination of that employment; (b) all
claims related to my compensation or benefits, including salary, bonuses,
commissions, vacation pay, expense reimbursements, severance pay, fringe
benefits, stock, stock options, or any other ownership interests in the
Company; (c) all claims for breach of contract, wrongful termination, and
breach of the implied covenant of good faith and fair dealing; (d) all
tort claims, including claims for fraud, defamation, emotional distress, and
discharge in violation of public policy; and (e) all federal, state, and
local statutory claims, including claims for discrimination, harassment,
retaliation, attorneys’ fees, or other claims arising under the federal Civil
Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of
1990 (as amended), the federal Age Discrimination in Employment Act (as
amended) (“ADEA”), the federal Employee
Retirement Income Security Act of 1974 (as amended), the federal Americans with
Disabilities Act of 1990, the federal Family and Medical Leave Act (“FMLA”), the
California Family Rights Act (“CFRA”), the California Labor Code (as amended), and the
California Fair Employment and Housing Act (as amended) and the California Fair
Employment and Housing Act (as amended); provided, however, that nothing in this paragraph shall be
construed in any way to release the Company from its obligation to indemnify me
pursuant to agreement or applicable law or to prohibit me for contesting a
claim for indemnification made by the Company or any of the other persons
released hereunder.


 


I acknowledge that I am knowingly and voluntarily waiving and releasing
any rights I may have under the ADEA, and that the consideration given under
the Plan for the waiver and release in the preceding paragraph hereof is in
addition to anything of value to which I was already entitled.  I further acknowledge that I have been
advised by this writing, as required by the ADEA, that:  (a) my
waiver and release do not apply to any rights or claims that may arise after
the date I sign this Release; (b) I
should consult with an attorney prior to signing this Release (although I may
choose voluntarily not to do so); (c) I have forty-five (45) days to
consider this Release (although I may choose voluntarily to sign this Release
earlier); (d) I
have seven (7) days following the date I sign this Release to revoke the
Release by providing written notice to an office of the Company; (e) this Release
shall not be effective until the date upon which the revocation period has
expired, which shall be the eighth day after I sign this Release; and (f) I
have received with this Release a detailed list of the job titles and ages of
all employees who were terminated in this group termination and the ages of all
employees of the Company in the same job classification or organizational unit
who were not terminated.


 


I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: “A general
release does not extend to claims which the creditor does not know or suspect
to exist in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the debtor.”  I hereby expressly waive and relinquish all
rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to my release of any claims hereunder.


 


I hereby represent that I have been paid all compensation owed and for
all hours worked, I have received all the leave and leave benefits and
protections for which I am eligible, pursuant to FMLA, CFRA, or otherwise, and
I have not suffered any on-the-job injury for which I have not already filed a
workers’ compensation claim.


 


2

















 


I acknowledge that to become effective, I must sign and return this
Release to the Company so that it is received not later than forty-five (45)
days following the later of the date of the termination of my employment and
the date it is provided to me.


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


3

















 


For Employees Under Age 40


Individual and
Group Termination


 


EXHIBIT C


 


RELEASE
AGREEMENT


 


I understand and agree completely to the terms set
forth in the ARYx Therapeutics, Inc. Executive Severance Benefit Plan (the
“Plan”).


 


I understand that this Release, together with the Plan, constitutes the
complete, final and exclusive embodiment of the entire agreement between ARYx
Therapeutics, Inc. (the “Company”)
and me with regard to the subject matter hereof.  I am not relying on any promise or
representation by the Company that is not expressly stated therein.  Certain capitalized terms used in this
Release are defined in the Plan.


 


I hereby confirm my obligations under the Company’s proprietary
information and inventions agreement.


 


While employed by the Company and for two (2) years
immediately following the date on which I cease to be employed by the Company
for any reason, I agree not to (whether directly or indirectly, personally or
through others): (a) encourage, induce, attempt to induce, solicit or
attempt to solicit any employee of the Company or any of the Company’s
subsidiaries to leave his or her employment with the Company or any of the
Company’s subsidiaries, (b) encourage, induce, attempt to induce, solicit
or attempt to solicit any customer of the Company or any of the Company’s
subsidiaries to reduce or terminate its customer relationship with the Company,
or (c) be or become an officer, director, stockholder, owner, co-owner,
affiliate, partner, promoter, employee, agent, representative, designer,
consultant, advisor, manager, licensor, sublicensor, licensee or sublicensee
of, for or to, or otherwise be or become associated with or acquire or hold (of
record, beneficially or otherwise) any direct or indirect interest in, any
entity that engages directly or indirectly in competition with the Company; provided, however, that I may, without violating this
paragraph, provide services to a business division of a competing entity if
such business division does not compete with the Company and my services to the
competing entity are limited to such business division, and provided further, that I may own, as a
passive investor, an equity interest of any competing entity, so long as my
holdings in such entity do not in the aggregate constitute more than 1% of the
voting stock of such entity.  I
acknowledge that, due to the nature of the Company ‘s business and the products
and services provided by the Company, it is possible to compete with the
Company from any location within the world, and I acknowledge and agree that it
is thus impossible to identify or otherwise limit the geographic scope of this
agreement and that it is reasonable for the restrictions contained herein to
apply on a worldwide basis.


 


Except as otherwise set forth in this Release, I hereby generally and
completely release the Company and its parents, subsidiaries, successors,
predecessors and affiliates, and its and their partners, members, directors,
officers, employees, stockholders, shareholders, agents, attorneys,
predecessors, insurers, affiliates and assigns, from any and all claims,
liabilities and obligations, both known and unknown, that arise out of or are
in any way related to events, acts, conduct, or omissions occurring at any time
prior to and including the date I sign this Release.  This general release includes, but is not
limited to: (a) all claims arising out of or in any way 


 


1

















 


related to my
employment with the Company or the termination of that employment; (b) all
claims related to my compensation or benefits, including salary, bonuses,
commissions, vacation pay, expense reimbursements, severance pay, fringe
benefits, stock, stock options, or any other ownership interests in the
Company; (c) all claims for breach of contract, wrongful termination, and
breach of the implied covenant of good faith and fair dealing; (d) all
tort claims, including claims for fraud, defamation, emotional distress, and
discharge in violation of public policy; and (e) all federal, state, and
local statutory claims, including claims for discrimination, harassment,
retaliation, attorneys’ fees, or other claims arising under the federal Civil
Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of
1990 (as amended), the federal Age Discrimination in Employment Act (as
amended) (“ADEA”), the federal Employee
Retirement Income Security Act of 1974 (as amended), the federal Americans with
Disabilities Act of 1990, the federal Family and Medical Leave Act (“FMLA”), the
California Family Rights Act (“CFRA”), the California Labor Code (as amended), and the
California Fair Employment and Housing Act (as amended) and the California Fair
Employment and Housing Act (as amended); provided, however, that nothing in this paragraph shall be
construed in any way to release the Company from its obligation to indemnify me
pursuant to agreement or applicable law or to prohibit me for contesting a
claim for indemnification made by the Company or any of the other persons
released hereunder.


 


I acknowledge that I have read and understand Section 1542 of the
California Civil Code which reads as follows: “A general
release does not extend to claims which the creditor does not know or suspect
to exist in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the debtor.”  I hereby expressly waive and relinquish all
rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to my release of any claims hereunder.


 


I hereby represent that I have been paid all compensation owed and for
all hours worked, I have received all the leave and leave benefits and
protections for which I am eligible, pursuant to FMLA, CFRA, or otherwise, and
I have not suffered any on-the-job injury for which I have not already filed a
workers’ compensation claim.


 


I acknowledge that to become effective, I must sign and return this
Release to the Company so that it is received not later than fourteen (14) days
following the later of the date of the termination of my employment and the
date it is provided to me.


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


2

















 


ARYX
THERAPEUTICS, INC.


EXECUTIVE
SEVERANCE BENEFIT PLAN


 


APPENDIX
A


 


The Company’s
Board of Directors has deemed the following executive employees to be eligible
for severance benefits under the ARYx Therapeutics, Inc. Executive
Severance Benefit Plan (“Eligible Employees”):


 


John
Varian


Daniel
Canafax


Pascal
Druzgala


David
Nagler


 


1

















 


ARYX
THERAPEUTICS, INC.


EXECUTIVE
SEVERANCE BENEFIT PLAN


 


APPENDIX
B


 


Participation
Agreement


 


By signing below, I hereby accept and agree to the terms of the ARYx
Therapeutics, Inc. Executive Severance
Benefit Plan (the “Plan”).  I understand that my rights under the Plan
supersede and replace in their entirety any rights I have under any other prior
agreements with the Company to receive accelerated vesting of my compensatory
equity awards upon a Change of Control and/or upon any termination of my
employment with the Company.  I also
understand and agree that the defined terms used in this Plan, including but
not limited to “Cause”, “Good Reason” and “Change of Control” supersede and
replace in their entirety for all purposes any such definitions or similarly
defined concepts that exist in any other agreements I have entered into with
the Company.  Capitalized terms used in
this Participation Agreement have the meanings set forth in the Plan.


 


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


1