Common use of Employment Agreement, Offer Letter or Other Arrangement Clause in Contracts

Employment Agreement, Offer Letter or Other Arrangement. To the extent a written employment agreement, offer letter or other arrangement (“Employment Arrangement”) that was approved by the Compensation Committee or the Board of Directors or that was approved in writing by an officer of the Company pursuant to delegated authority of the Compensation Committee provides for greater benefits to Awardee with respect to vesting of the Award on Employment Termination, than provided in this agreement or in the plan, then the terms of such Employment Arrangement with respect to vesting of the Award on Employment Termination by reason of such specified events shall supersede the terms hereof to the extent permitted by the terms of the plan under which the Award was made. DSW INC. By: /s/Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Its: Sr. Director, Compensation & Benefits ACCEPTANCE OF AGREEMENT Awardee hereby: (a) acknowledges that he or she has received a copy of the Plan, a copy of the Company's most recent annual report to shareholders and other communications routinely distributed to the Company's shareholders, and a copy of the plan description (Prospectus) dated May 21, 2009 pertaining to the Plan; (b) accepts this Agreement and the Performance-Based Stock Units granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement; (c) represents that he or she understands that the acceptance of this Agreement through an on-line or electronic system, if applicable, carries the same legal significance as if he or she manually signed the Agreement; (d) represents and warrants to the Company that he or she is purchasing the Performance-Based Stock Units for his or her own account, for investment, and not with a view to or any present intention of selling or distributing the Performance-Based Stock Units either now or at any specific or determinable future time or period or upon the occurrence or nonoccurrence of any predetermined or reasonably foreseeable event; and (e) agrees that no transfer of the Stock delivered in respect of the Performance-Based Stock Units shall be made unless the Stock have been duly registered under all applicable Federal and state securities laws pursuant to a then-effective registration which contemplates the proposed transfer or unless the Company has received a written opinion of, or satisfactory to, its legal counsel that the proposed transfer is exempt from such registration. Name

Employment Agreement, Offer Letter or Other Arrangement. To the extent a written employment agreement, offer letter or other arrangement (“Employment Arrangement”) that was approved by the Compensation Committee or the Board of Directors or that was approved in writing by an officer of the Company pursuant to delegated authority of the Compensation Committee provides for greater benefits to Awardee with respect to vesting of the Award on Employment Termination, than provided in this agreement or in the plan, then the terms of such Employment Arrangement with respect to vesting of the Award on Employment Termination by reason of such specified events shall supersede the terms hereof to the extent permitted by the terms of the plan under which the Award was made. DSW INC. By: /s/Xxxxxx X. Xxxx Name: Xxxxxx X. Xxxx Its: Sr. Director, Compensation & Benefits ACCEPTANCE OF AGREEMENT Awardee hereby: (a) acknowledges that he or she has received a copy of the Plan, a copy of the Company's most recent annual report to shareholders and other communications routinely distributed to the Company's shareholders, and a copy of the plan description (Prospectus) dated May 21, 2009 pertaining to the Plan; (b) accepts this Agreement and the Performance-Based Restricted Stock Units granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement; (c) represents that he or she understands that the acceptance of this Agreement through an on-line or electronic system, if applicable, carries the same legal significance as if he or she manually signed the Agreement; (d) represents and warrants to the Company that he or she is purchasing the Performance-Based Restricted Stock Units for his or her own account, for investment, and not with a view to or any present intention of selling or distributing the Performance-Based Restricted Stock Units either now or at any specific or determinable future time or period or upon the occurrence or nonoccurrence of any predetermined or reasonably foreseeable event; and (e) agrees that no transfer of the Stock delivered in respect of the Performance-Based Restricted Stock Units shall be made unless the Stock have been duly registered under all applicable Federal and state securities laws pursuant to a then-effective registration which contemplates the proposed transfer or unless the Company has received a written opinion of, or satisfactory to, its legal counsel that the proposed transfer is exempt from such registration. Name

Employment Agreement, Offer Letter or Other Arrangement. To the extent a written employment agreement, offer letter or other arrangement (“Employment Arrangement”) that was approved by the Compensation Committee or the Board of Directors or that was approved in writing by an officer of the Company pursuant to delegated authority of the Compensation Committee provides for greater benefits to Awardee Grantee with respect to vesting of the Award on Employment Termination, termination of employment than provided in this agreement or in the planPlan, then the terms of such Employment Arrangement with respect to vesting of the Award on Employment Termination termination of employment by reason of such specified events shall supersede the terms hereof to the extent permitted by the terms of the plan under which the Award was madePlan. DSW IMPRIMIS PHARMACEUTICALS, INC. By: /s/Xxxxxx X. Xxxx NameIts.: Xxxxxx X. Xxxx Its: Sr. Director, Compensation & Benefits ACCEPTANCE OF AGREEMENT Awardee Grantee hereby: (a) acknowledges that he or she has received receiving a copy of the Plan, a copy which has either been previously delivered or is provided with this agreement, and represents that he or she is familiar with and understands all provisions of the Company's most recent annual report to shareholders Plan and other communications routinely distributed to the Company's shareholders, this agreement and a copy of the plan description (Prospectus) dated May 21, 2009 pertaining to the Plan; (b) voluntarily and knowingly accepts this Agreement and the Performance-Based Restricted Stock Units granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement; , including the provisions in the Agreement regarding “Triggering Conduct” and “Special Forfeiture/Repayment Rules” set forth in Paragraphs 4 and 5 above. Grantee further acknowledges receiving a copy of the Company’s most recent annual report to stockholders and other communications routinely distributed to the Company’s stockholders and a copy of the Plan Prospectus pertaining to the Plan. ___________________________ Grantee’s Signature ___________________________ Date EXHIBIT C IMPRIMIS PHARMACEUTICALS, INC. PERFORMANCE STOCK UNITS AGREEMENT On _____________, ____ (cthe “Grant Date”), Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), has awarded to Xxxx Xxxx (“Grantee”) represents that he a targeted number of 1,050,000 (the “Target Number”) Performance Stock Units (the “Performance Stock Units” or she understands that “Award”) to be calculated and determined as discussed below. Each Performance Stock Unit will represent an unfunded and unsecured promise of the acceptance Company to deliver shares of common stock, par value $0.01 per share, of the Company (the “Shares”) to Grantee as set forth herein. Each Performance Stock Unit will be subject to forfeiture until the date such Performance Stock Unit vests pursuant to Paragraph 1 of this Agreement through an on-line or electronic system, if applicable, carries the same legal significance as if he or she manually signed the Agreement; (d) represents and warrants . The Performance Stock Units have been granted pursuant to the Company that he or she is purchasing Imprimis Pharmaceuticals, Inc. Amended and Restated 2007 Incentive Stock and Awards Plan (the Performance-Based Stock Units for his or her own account, for investment“Plan”), and not with a view shall be subject to or any present intention of selling or distributing the Performance-Based Stock Units either now or at any specific or determinable future time or period or upon the occurrence or nonoccurrence of any predetermined or reasonably foreseeable event; and (e) agrees that no transfer all provisions of the Stock delivered in respect of the Performance-Based Stock Units Plan, which are incorporated herein by reference, and shall be made unless subject to the Stock provisions of this Agreement. Capitalized terms used in this Agreement that are not specifically defined will have been duly registered under all applicable Federal and state securities laws pursuant the meanings ascribed to a then-effective registration which contemplates such terms in the proposed transfer or unless the Company has received a written opinion of, or satisfactory to, its legal counsel that the proposed transfer is exempt from such registration. NamePlan.

Employment Agreement, Offer Letter or Other Arrangement. To the extent a written employment agreementAgreement, offer letter or other arrangement (“Employment Arrangement”) that was approved by the Compensation Committee or the Board of Directors or that was approved in writing by an officer of the Company pursuant to delegated authority of the Compensation Committee provides for greater benefits to Awardee Optionee with respect to (i) vesting of the Award Option on Employment Terminationtermination of employment by reason of specified events or (ii) exercisability of the Option following termination of employment, than provided in this agreement Agreement or in the planPlan, then the terms of such Employment Arrangement with respect to vesting of the Award Option on Employment Termination termination of employment by reason of such specified events or exercisability of the Option following termination of employment shall supersede the terms hereof to the extent permitted by the terms of the plan under which the Award was madePlan. DSW IMPRIMIS PHARMACEUTICALS, INC. By: /s/Xxxxxx X. Xxxx NameIts.: Xxxxxx X. Xxxx Its: Sr. Director, Compensation & Benefits ACCEPTANCE OF AGREEMENT Awardee Optionee hereby: (a) acknowledges that he or she has received receiving a copy of the Plan, a copy which has either been previously delivered or is provided with this Agreement, and represents that he or she is familiar with and understands all provisions of the Company's most recent annual report to shareholders Plan and other communications routinely distributed to the Company's shareholders, this Agreement and a copy of the plan description (Prospectus) dated May 21, 2009 pertaining to the Plan; (b) voluntarily and knowingly accepts this Agreement and the Performance-Based Stock Units Option granted to him or her under this Agreement subject to all provisions of the Plan and this Agreement; , including the provisions in the Agreement regarding “Triggering Conduct” and “Special Forfeiture/Repayment Rules” set forth in Paragraphs 5 and 6 above. Optionee further acknowledges receiving a copy of the Company’s most recent annual report to stockholders and other communications routinely distributed to the Company’s stockholders and a copy of the Plan Prospectus pertaining to the Plan. _______________________ Optionee’s Signature _______________________ Date EXHIBIT B IMPRIMIS PHARMACEUTICALS, INC. RESTRICTED STOCK UNITS AGREEMENT On _____________, ____ (cthe “Grant Date”), Imprimis Pharmaceuticals, Inc., a Delaware corporation (the “Company”), has awarded to Xxxx Xxxx (“Grantee”) represents that he 200,000 Restricted Stock Units (the “Restricted Stock Units” or she understands that “Award”), representing an unfunded unsecured promise of the acceptance Company to deliver shares of common stock, par value $0.01 per share, of the Company (the “Shares”) to Grantee as set forth herein. The Restricted Stock Units have been granted pursuant to the Imprimis Pharmaceuticals, Inc. Amended and Restated 2007 Incentive Stock and Awards Plan (the “Plan”), and shall be subject to all provisions of the Plan, which are incorporated herein by reference, and shall be subject to the provisions of this Agreement through an on-line or electronic system, if applicable, carries the same legal significance as if he or she manually signed the Agreement; (d) represents and warrants to the Company that he or she is purchasing the Performance-Based Restricted Stock Units for his or her own account, for investment, and Agreement (this “Agreement”). Capitalized terms used in this Agreement which are not with a view specifically defined will have the meanings ascribed to or any present intention of selling or distributing such terms in the Performance-Based Stock Units either now or at any specific or determinable future time or period or upon the occurrence or nonoccurrence of any predetermined or reasonably foreseeable event; and (e) agrees that no transfer of the Stock delivered in respect of the Performance-Based Stock Units shall be made unless the Stock have been duly registered under all applicable Federal and state securities laws pursuant to a then-effective registration which contemplates the proposed transfer or unless the Company has received a written opinion of, or satisfactory to, its legal counsel that the proposed transfer is exempt from such registration. NamePlan.