0001193125-05-214578 Sample Contracts

AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFITS AGREEMENT
Executive Severance Benefits Agreement • November 3rd, 2005 • Cv Therapeutics Inc • Biological products, (no disgnostic substances) • California

This AMENDED AND RESTATED EXECUTIVE SEVERANCE BENEFITS AGREEMENT (the “Agreement”) is entered into this 20th day of September, 2005 (the “Effective Date”), between DAVID C. MCCALEB (“Executive”) and CV THERAPEUTICS, INC. (the “Company”). This Agreement is intended to provide Executive with the compensation and benefits described herein upon the occurrence of specific events. Certain capitalized terms used in this Agreement are defined in Article 6.

Stock Appreciation Rights Agreement Grant Notice
Stock Appreciation Rights Agreement • November 3rd, 2005 • Cv Therapeutics Inc • Biological products, (no disgnostic substances)

Exercise Schedule: This Award shall vest and be automatically exercised for the Stock Appreciation Rights in a series of four (4) successive equal annual installments upon Participant’s completion of each year of Service over the four (4)-year period measured from the Vesting Commencement Date. In no event shall this Award become vested and exercisable for any additional Stock Appreciation Rights after Employee’s cessation of Service.