1934 Uses in Termination Without Cause in Connection with Change of Control Clause

Termination Without Cause in Connection with Change of Control from Employment Agreement

This employment agreement (the Agreement) was originally made and entered into as of the 14th day of July, 2004 and is amended and restated as of the 27th day of February, 2006, by and between Pharmacopeia Drug Discovery, Inc., (hereinafter the Company), and Leslie Johnston Browne, Ph.D. (hereinafter Dr. Browne).

Termination Without Cause in Connection with Change of Control. In the event that Dr. Brownes employment as President and Chief Executive Officer is terminated involuntarily by the Board without Cause in connection with a change of control (as defined below) of the Company: i) Dr. Browne shall be entitled to receive the benefits provided in Section 4(a) above; ii) all stock options granted to Dr. Browne that are then unvested shall immediately vest; and iii) Dr. Browne shall receive pro rata Incentive Bonuses for the period during which he is receiving payments under Section 4(a)(2), equal to the average Incentive Bonus he received in each of the three years immediately prior to the termination or, if less than three years of bonus history is available, his target bonus for the year in which the termination occurs. For purposes of this Agreement, a change of control means that any of the following events has occurred:

Termination Without Cause in Connection with Change of Control from Employment Agreement

This employment agreement (the Agreement) is made and entered into as of the 14th day of July, 2004, by and between Pharmacopeia Drug Discovery, Inc., (hereinafter the Company), and Leslie Johnston Browne, Ph.D. (hereinafter Dr. Browne).

Termination Without Cause in Connection with Change of Control. In the event that Dr. Brownes employment as President and Chief Executive Officer is terminated involuntarily by the Board without Cause in connection with a change of control (as defined below) of the Company: i) Dr. Browne shall be entitled to receive the benefits provided in Section 4(a) above; ii) all stock options granted to Dr. Browne that are then unvested shall immediately vest; and iii) Dr. Browne shall receive pro rata Incentive Bonuses for the period during which he is receiving payments under Section 4(a)(2), equal to the average Incentive Bonus he received in each of the three years immediately prior to the termination or, if less than three years of bonus history is available, his target bonus for the year in which the termination occurs. For purposes of this Agreement, a change of control means that any of the following events has occurred: