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SOMAXON PHARMACEUTICALS,
INC.
AMENDMENT NO. 2 TO EMPLOYMENT
AGREEMENT
AMENDMENT NO. 2 TO Employment
Agreement (this “ Amendment ”)
made and entered into effective as of November 28, 2008,
between Somaxon
Pharmaceuticals, Inc. , a Delaware corporation (the
“ Company ”), and David F. Hale, an
individual (“ Executive ”).
Whereas , the Company and
Executive are parties to that certain Employment Agreement dated as
of December 6, 2007, as amended (the “Employment
Agreement”);
Whereas, the Company and
Executive desire to amend the Employment Agreement upon the terms
and conditions hereinafter set forth;
Now, Therefore, in
consideration of the premises and the mutual covenants hereinafter
set forth, and intending to be legally bound hereby, it is hereby
agreed as follows:
1.
Amendment to Section 3 of the Employment Agreement .
The following shall be added to Section 3(a) of the Employment
Agreement:
Beginning
January 1, 2008, Executive’s Base Salary shall be
payable in Restricted Stock Units (“ RSUs
”) under the Option Plan, as follows: after the end of each
calendar month with respect to which Executive is entitled to Base
Salary, Executive shall be issued a number of RSUs calculated by
dividing (a) the difference between (i) the Base Salary
to which Executive is entitled relating to such calendar month and
(ii) the amounts of any healthcare benefit plan contributions
and flexible healthcare spending account contributions elected to
be made by Executive relating to such calendar month by
(b) the closing price of the Company’s common stock on
the Nasdaq Global Market on the last trading day of such calendar
month, rounded down to the nearest whole share. Such issuances of
RSUs shall be automatic, with no further action of the Board
required, and shall continue unt
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