On April 10, 2009, the non-employee members of the Board of Directors (the "Board") of Cypress Bioscience, Inc. (the "Company") approved a Bonus Plan for the officers of the Company for the year 2009 (the "2009 Bonus Plan" ), a copy of which is attached as Exhibit 10.1. The 2009 Bonus Plan was adopted to provide an outcome-based annual cash incentive to the officers of the Company. Payments under the 2009 Bonus Plan, if any, are contingent upon the Company's achievement of certain corporate objectives described below, and the relevant officers' continued employment with the Company on the date of payment.
The 2009 Bonus Plan includes two 2009 corporate objectives. The first objective is the completion of a major corporate event (a "Major Corporate Event") as determined by the Compensation Committee, such as an in-license or product acquisition (the "Major Event Objective"). To be eligible as a Major Corporate Event, the transaction must close on or before December 31, 2009 and the decision regarding whether or not a particular transaction qualifies as a Major Corporate Event must be made by the Compensation Committee by December 31, 2010. Bonuses payable for achievement of the Major Event Objective would equal 50% of the Target Bonus amounts defined below.
The second corporate objective relates to the achievement of certain commercial objectives established for Savella (the "Savella Objective") and the Avise product lines (the "Avise Objective" and together with the Savella Objective, the "Commercial Objectives"). The Savella Objective is to deliver the target number of Savella sales details, as determined by the Company's management and agreed to by the Compensation Committee. The Avise Objective is to achieve the forecasted diagnostic unit sales as defined by the Company's management and agreed to by the Compensation Committee. Bonuses payable for the achievement of the Commercial Objectives would equal 50% of the Target Bonus amounts. The "Target Bonus" for each of the Company's officers covered under the 2009 Bonus Plan are as follows, with any such bonus to be calculated based on annual base salaries as of the earlier of the achievement of the relevant objective or December 31, 2009:

 Officer                                Target Bonus

 Jay D. Kranzler, M.D., Ph.D.           66 2/3% x annual base salary
 Chief Executive Officer

 Sabrina Martucci Johnson               35% x annual base salary
 Executive Vice President, Chief
 Operating Officer and Chief
 Financial Officer

 Michael Walsh                          35% x annual base salary
 Executive Vice President and Chief
 Commercial Officer

 R. Michael Gendreau, M.D., Ph.D.       25% x annual base salary
 Vice President and Chief Medical
 Officer

 Denise Wheeler                         25% x annual base salary (pro-rated to
                                        reflect part-time status)
 General Counsel

 Srinivas Rao, M.D., Ph.D.              25% x annual base salary
 Chief Scientific Officer