AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 25th, 2014 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • California
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between Cadence Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Malcolm Lloyd-Smith (“Executive”), and shall be effective as of December 12, 2008 (the “Effective Date”).
CADENCE PHARMACEUTICALS, INC. RESTRICTED STOCK UNIT AWARD GRANT NOTICE AND RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 25th, 2014 • Cadence Pharmaceuticals Inc • Pharmaceutical preparations • Delaware
Cadence Pharmaceuticals, Inc., a Delaware corporation (together with any successors, the “Company”), pursuant to its 2006 Equity Incentive Award Plan (as amended to date, the “Plan”), hereby grants to the individual listed below (“Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”) with respect to the number of shares of the Company’s common stock, par value $0.0001 (the “Shares”). This award for Restricted Stock Units (this “RSU Award”) is subject to all of the terms and conditions as set forth herein and in the Restricted Stock Unit Award Agreement attached hereto as Exhibit A (the “Restricted Stock Unit Agreement”) and the Plan, each of which are incorporated herein by reference. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Grant Notice and the Restricted Stock Unit Agreement.
Cadence Pharmaceuticals, Inc. 12481 High Bluff Drive, Suite 200 San Diego, CA 92130Cadence Pharmaceuticals Inc • February 25th, 2014 • Pharmaceutical preparations
We are pleased to inform you that, on February 10, 2014, Cadence Pharmaceuticals, Inc. (“Cadence”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Mallinckrodt plc (“Parent”) and Madison Merger Sub Inc., a wholly owned indirect subsidiary of Parent (“Purchaser”). In accordance with the Merger Agreement, Purchaser has commenced on February 19, 2014 a tender offer (the “Offer”) to purchase all of the outstanding shares of our common stock, par value $0.0001 per share (the “Shares”), at a price per Share of $14.00, net to the holder thereof in cash, without interest (the “Offer Price”) and subject to any withholding of taxes required by applicable law.
