0001104659-08-031279 Sample Contracts

CHANGE OF CONTROL AGREEMENT
Change of Control Agreement • May 8th, 2008 • Neose Technologies Inc • Medicinal chemicals & botanical products • Pennsylvania

THIS CHANGE OF CONTROL AGREEMENT (the “Agreement”), is dated as of , by and between NEOSE TECHNOLOGIES, INC. (the “Company”) and (the “Employee”).

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NEOSE TECHNOLOGIES, INC. 2004 EQUITY INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AWARD AGREEMENT
Non-Qualified Stock Option Award Agreement • May 8th, 2008 • Neose Technologies Inc • Medicinal chemicals & botanical products • Pennsylvania

Neose Technologies, Inc. (the “Company”) hereby grants to (the “Optionee”) an option (the “Option”) to purchase a total of shares of the Company’s Common Stock, at the price and on the terms set forth herein, and in all respects subject to the terms and provisions of the Neose Technologies, Inc. 2004 Equity Incentive Plan (the “Plan”) applicable to Non-Qualified Stock Options, which terms and provisions are incorporated by reference herein. Unless otherwise defined herein, capitalized terms used but not defined herein shall have the meanings given to them in the Plan.

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