ISTA PHARMACEUTICALS, INC.

EXECUTIVE EMPLOYEE AGREEMENT

(Form for ISTA Vice Presidents)

This Executive Employee Agreement (?Agreement?) is entered into as of                      (the ?Effective Date?), by and between                      (?Executive?) and ISTA Pharmaceuticals, Inc., a Delaware corporation (the ?Company?).

WHEREAS, the Company desires to continue to employ Executive to provide personal services to the Company, and wishes to provide Executive with certain compensation and benefits in return for these services; and

WHEREAS, Executive wishes to continue to be employed by the Company and provide personal services to the Company in return for certain compensation and benefits, including the benefits provided under this Agreement; and

WHEREAS, Executive and the Company wish this Agreement to replace and supercede any other agreements or arrangements existing as of the Effective Date between Executive and the Company providing for severance or other benefits upon termination of employment including but not limited to [insert applicable agreement(s)] (collectively, the ?Prior Security Agreements?).

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, it is hereby agreed by and between the parties hereto as follows:

1. EMPLOYMENT BY THE COMPANY. Subject to the terms and conditions set forth herein, the Company agrees to employ Executive to render full time services as the Company?s [insert position title] and in such other capacities as the Company?s Chief Executive Officer (?CEO?) or Board of Directors (?Board?) may assign. Executive hereby accepts employment based on the terms and conditions set forth herein effective as of the Effective Date. In this position, Executive shall perform such duties as are assigned by the CEO of the Company or such other officer of the Company or one of its subsidiaries that the CEO in his discretion may from time to time designate (the ?Designated Officer?) or as may be required by the Company?s Board. During Executive?s employment with the Company, Executive will devote Executive?s best efforts and substantially all of Executive?s business time and attention to the business of the Company. Executive shall abide by the general employment policies and procedures of the Company, except that wherever the terms of this Agreement may differ from or are in conflict with the Company?s general employment policies or procedures, this Agreement shall control.

2. COMPENSATION.

2.1 Salary. For services to be rendered hereunder, Executive shall receive a base annual salary as set forth in Section 1 of the Compensation and Severance Terms Schedule, attached hereto as Exhibit A. Executive will be considered annually for adjustments in base salary. Any such adjustments will be subject to review and approval by the CEO, Designated Officer, the Compensation Committee of the Board, and/or the Board, as appropriate.

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2.2 Bonus. Executive shall be eligible to participate in the Company?s bonus plan at the executive level. Notwithstanding the foregoing, no bonus is guaranteed to Executive. The Company shall have the sole discretion to determine whether Executive is entitled to any such bonus and to determine the amount of the bonus. Any bonus is subject to the approval of the CEO, Designated Officer, the Compensation Committee of the Board, and/or the Board, as appropriate. To be eligible to receive any bonus, Executive must be employed by the Company throughout the entire fiscal year or as otherwise set forth in the applicable bonus plan and be employed at the time the bonus is paid out. The current target level of such discretionary bonus for Executive is set forth in Section 2 of Exhibit A attached hereto. The Company retains the authority to review, grant, deny or revise any bonus or target level in its sole discretion.

2.3 Equity Awards. Subject to approval of the Board or the Compensation Committee of the Board, as appropriate, Executive will be eligible to receive grants of stock options, restricted stock or other equity awards as may from time to time be granted or awarded, pursuant to the terms and conditions set forth in the applicable equity award agreement and plan documents, copies of which will be made available upon Executive?s request. For the purposes of this Agreement, all stock options, restricted stock or other equity awards granted to Executive by the Company hereunder, or granted in the future, shall be referred to hereinafter as the ?Equity Awards.?

2.4 Vacation, Holiday Pay and Sick Leave. Executive shall be entitled to four (4) weeks of paid vacation each year. Any earned but unused vacation shall be accrued and may be used by Executive in any subsequent year. Upon termination of Executive?s employment for any reason, Executive shall receive vacation pay for all earned but unused vacation, calculated at his base salary rate in effect at the time of termination. The Company shall also provide Executive with holiday pay and paid sick leave as provided by the Company to its other executive employees of comparable stature. Any earned but unused sick leave shall be accrued and may be used by Executive in any subsequent year; provided that, upon termination of Executive?s employment for any reason, Executive shall receive no pay or other compensation for any accrued but unused sick leave. Notwithstanding the foregoing, vacation, holiday pay and sick leave do not accrue while Executive is on unpaid leave.

2.5 Standard Company Benefits. Executive shall receive all other employment benefits for which Executive is eligible under the terms and conditions of the standard Company benefits plans (e.g., health and disability insurance, 401(k) retirement plan, etc.) and other benefits and incentives which may be in effect from time to time and provided by the Company to employees at levels similar to Executive. Employment benefits, including but not limited to vacation, holiday pay, sick leave, paid insurance premiums, and other benefits do not accrue or continue during an unpaid leave, unless otherwise required by law.

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