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VITAE PHARMACEUTICALS, INC filed this Form S-1 on 08/12/2014
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benefits, the Company will deliver the form of release to you within 30 days after your Separation, as defined below. You must execute and return the release within the period of time set forth in the form of release provided by the Company. The salary continuation payments under this  Offer Letter will commence within 30 days after you return the release.


Mandatory Deferral of Payments. If the Company determines that you are a “specified employee” under Section 409A(a)(2)(B)(i) of the Code at the time of your Separation, as defined below, then (a) the salary continuation payments under this Offer Letter, to the extent that they are subject to Section 409A of the Code, will commence during the seventh month after your Separation and (b) the installments that otherwise would have been paid during the first six months after your Separation will be paid in a lump sum when the salary continuation payments commence. If applicable, this paragraph supersedes any contrary provision of this Offer Letter.


Definition. For all purposes under this Offer Letter, “Separation” means a “separation from service,” as defined in the regulations under Section 409A of the Code.


Except as expressly set forth above, the Offer Letter will remain in effect without change.


You may indicate your agreement with this amendment of the Offer Letter by signing and dating the enclosed duplicate original of this letter agreement and returning it to me. This letter agreement may be executed in two counterparts, each of which will be deemed an original, but both of which together will constitute one and the same instrument.




Very truly yours.












/s/ Pauline Javorski



HR Manager



I have read and accept this amendment:






/s/ Tina Fiumenero