{"id":38179,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1991-stock-option-plan-gilead-sciences-in4.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1991-stock-option-plan-gilead-sciences-in4","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1991-stock-option-plan-gilead-sciences-in4.html","title":{"rendered":"1991 Stock Option Plan &#8211; Gilead Sciences Inc."},"content":{"rendered":"<pre>                              GILEAD SCIENCES, INC.\n                             1991 STOCK OPTION PLAN\n                           ADOPTED NOVEMBER 15, 1991\n                             AMENDED APRIL 8, 1992\n                             AMENDED APRIL 21, 1993\n                            AMENDED OCTOBER 17, 1995\n                     AMENDED AND RESTATED JANUARY 22, 1998\n                       TERMINATION DATE: OCTOBER 31, 2001\n \n1.  PURPOSES.\n \n    (a) The Plan initially was adopted on November 15, 1991 and amended through\nOctober 17, 1995 (the 'Initial Plan'). The Initial Plan hereby is amended and\nrestated in its entirety effective as of January 22, 1998. The terms of the Plan\n(excluding the amended provision relating to the exercise price of Nonstatutory\nStock Options) shall apply to all options granted pursuant to the Initial Plan.\n \n    (b) The purpose of the Plan is to provide a means by which selected\nEmployees and Directors of, and Consultants to, the Company and its Affiliates\nmay be given an opportunity to purchase stock of the Company.\n \n    (c) The Company, by means of the Plan, seeks to retain the services of\npersons who are now Employees of or Consultants to the Company, to secure and\nretain the services of new Employees and Consultants, and to provide incentives\nfor such persons to exert maximum efforts for the success of the Company.\n \n    (d) The Company intends that the Options issued under the Plan shall, in the\ndiscretion of the Board or any Committee to which responsibility for\nadministration of the Plan has been delegated pursuant to subsection 3(c), be\neither Incentive Stock Options or Nonstatutory Stock Options. All Options shall\nbe separately designated Incentive Stock Options or Nonstatutory Stock Options\nat the time of grant, and in such form as issued pursuant to Section 6, and a\nseparate certificate or certificates will be issued for shares purchased on\nexercise of each type of Option.\n \n2.  DEFINITIONS.\n \n    (a) 'AFFILIATE' means any parent corporation or subsidiary corporation of\nthe Company, whether now or hereafter existing, as those terms are defined in\nSections 424(e) and (f) respectively, of the Code.\n \n    (b) 'BOARD' means the Board of Directors of the Company.\n \n    (c) 'CODE' means the Internal Revenue Code of 1986, as amended.\n \n    (d) 'COMMITTEE' means a Committee appointed by the Board in accordance with\nsubsection 3(c) of the Plan.\n \n    (e) 'COMPANY' means Gilead Sciences, Inc., a Delaware corporation.\n \n    (f) 'CONSULTANT' means any person, including an advisor, engaged by the\nCompany or an Affiliate to render services and who is compensated for such\nservices, provided that the term 'Consultant' shall not include Directors who\nare paid only a director's fee by the Company or who are not otherwise\ncompensated by the Company for their services as Directors. The term\n'Consultant' shall include a member of the Board of Directors of an Affiliate.\n \n    (g) 'CONTINUOUS SERVICE' (formerly designated as 'CONTINUOUS STATUS AS AN\nEMPLOYEE OR CONSULTANT') means that the Optionee's service with the Company or\nits Affiliates is not interrupted or terminated. The Optionee's Continuous\nService shall not be deemed to have terminated merely because of a change in the\ncapacity in which the Optionee renders service to the Company or its Affiliates\nor a change in the entity for\n \n                                       1\n\nwhich the Optionee renders such service, provided that there is no interruption\nor termination of the Optionee's Continuous Service. For example, a change in\nstatus from an Employee of the Company to a Consultant or Director of the\nCompany or a member of the Board of Directors of an Affiliate will not\nconstitute an interruption of Continuous Service. The Board or the chief\nexecutive officer of the Company, in that party's sole discretion, may determine\nwhether Continuous Service shall be considered interrupted in the case of any\nleave of absence approved by the Board or the chief executive officer of the\nCompany, including sick leave, military leave, or any other personal leave.\n \n    (h) 'COVERED EMPLOYEE' means the chief executive officer and the four (4)\nother highest compensated officers of the Company for whom total compensation is\nrequired to be reported to shareholders under the Exchange Act, as determined\nfor purposes of Section 162(m) of the Code.\n \n    (i) 'DIRECTOR' means a member of the Board.\n \n    (j) 'DISABILITY' means total and permanent disability as defined in Section\n22(e)(3) of the Code.\n \n    (k) 'EMPLOYEE' means any person, including Officers and Directors, employed\nby the Company or any Affiliate of the Company. Neither service as a Director\nnor payment of a director's fee by the Company shall be sufficient to constitute\n'employment' by the Company.\n \n    (l) 'EXCHANGE ACT' means the Securities Exchange Act of 1934, as amended.\n \n    (m) 'FAIR MARKET VALUE' means, as of any date, the value of the common stock\nof the Company determined as follows:\n \n        (i) If the common stock is listed on any established stock exchange or a\n    national market system, including without limitation the National Market\n    System of the National Association of Securities Dealers, Inc. Automated\n    Quotation ('NASDAQ') System, the Fair Market Value of a share of common\n    stock shall be the closing sales price for such stock (or the closing bid,\n    if no sales were reported) as quoted on such system or exchange (or the\n    exchange with the greatest volume of trading in common stock) on the last\n    market trading day prior to the day of determination, as reported in The\n    Wall Street Journal or such other source as the Board deems reliable;\n \n        (ii) If the common stock is quoted on the NASDAQ System (but not on the\n    National Market System thereof) or is regularly quoted by a recognized\n    securities dealer but selling prices are not reported, the Fair Market Value\n    of a share of common stock shall be the mean between the high bid and high\n    asked prices for the common stock on the last market trading day prior to\n    the day of determination, as reported in The Wall Street Journal or such\n    other source as the Board deems reliable;\n \n       (iii) In the absence of an established market for the common stock, the\n    Fair Market Value shall be determined in good faith by the Board.\n \n    (n) 'INCENTIVE STOCK OPTION' means an Option intended to qualify as an\nincentive stock option within the meaning of Section 422 of the Code and the\nregulations promulgated thereunder.\n \n    (o) 'NON-EMPLOYEE DIRECTOR' means a Director who either (i) is not a current\nEmployee or Officer of the Company or its parent or subsidiary, does not receive\ncompensation (directly or indirectly) from the Company or its parent or\nsubsidiary for services rendered as a consultant or in any capacity other than\nas a Director (except for an amount as to which disclosure would not be required\nunder Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act),\ndoes not possess an interest in any other transaction as to which disclosure\nwould be required under Item 404(a) of Regulation S-K, and is not engaged in a\nbusiness relationship as to which disclosure would be required under Item 404(b)\nof Regulation S-K; or (ii) is otherwise considered a 'non-employee director' for\npurposes of Rule 16b-3.\n \n    (p) 'NONSTATUTORY STOCK OPTION' means an Option not intended to qualify as\nan Incentive Stock Option.\n \n                                       2\n\n    (q) 'OFFICER' means a person who is an officer of the Company within the\nmeaning of Section 16 of the Exchange Act and the rules and regulations\npromulgated thereunder.\n \n    (r) 'OPTION' means a stock option granted pursuant to the Plan.\n \n    (s) 'OPTION AGREEMENT' means a written agreement between the Company and an\nOptionee evidencing the terms and conditions of an individual Option grant. The\nOption Agreement is subject to the terms and conditions of the Plan.\n \n    (t) 'OPTIONED STOCK' means the common stock of the Company subject to an\nOption.\n \n    (u) 'OPTIONEE' means a person who holds an outstanding Option.\n \n    (v) 'OUTSIDE DIRECTOR' means a Director who either (i) is not a current\nemployee of the Company or an 'affiliated corporation' (within the meaning of\nthe Treasury regulations promulgated under Section 162(m) of the Code), is not a\nformer employee of the Company or an 'affiliated corporation' receiving\ncompensation for prior services (other than benefits under a tax qualified\npension plan), was not an officer of the Company or an 'affiliated corporation'\nat any time, and is not currently receiving direct or indirect remuneration from\nthe Company or an 'affiliated corporation' for services in any capacity other\nthan as a Director, or (ii) is otherwise considered an 'outside director' for\npurposes of Section 162(m) of the Code.\n \n    (w) 'PLAN' means this 1991 Stock Option Plan.\n \n    (x) 'RULE 16B-3' means Rule 16b-3 of the Exchange Act or any successor to\nRule 16b-3, as in effect when discretion is being exercised with respect to the\nPlan.\n \n3.  ADMINISTRATION.\n \n    (a) The Board shall administer the Plan unless and until the Board delegates\nadministration to a Committee, as provided in subsection 3(c).\n \n    (b) The Board shall have the power, subject to, and within the limitations\nof, the express provisions of the Plan:\n \n        (i) To determine from time to time which of the persons eligible under\n    the Plan shall be granted Options; when and how the Option shall be granted;\n    whether the Option will be an Incentive Stock Option or a Nonstatutory Stock\n    Option; the provisions of each Option granted (which need not be identical),\n    including the time or times such Option may be exercised in whole or in\n    part; and the number of shares for which an Option shall be granted to each\n    such person.\n \n        (ii) To construe and interpret the Plan and Options granted under it,\n    and to establish, amend and revoke rules and regulations for its\n    administration. The Board, in the exercise of this power, may correct any\n    defect, omission or inconsistency in the Plan or in any Option Agreement, in\n    a manner and to the extent it shall deem necessary or expedient to make the\n    Plan fully effective.\n \n       (iii) To amend the Plan as provided in Section 11.\n \n        (iv) Generally, to exercise such powers and to perform such acts as the\n    Board deems necessary or expedient to promote the best interests of the\n    Company.\n \n    (c) The Board may delegate administration of the Plan to a Committee or\nCommittees of one or more members of the Board. In the discretion of the Board,\na Committee may consist solely of two or more Outside Directors, in accordance\nwith Code Section 162(m), or solely of two or more Non-Employee Directors, in\naccordance with Rule 16b-3 of the Exchange Act. If administration is delegated\nto a Committee, the Committee shall have, in connection with the administration\nof the Plan, the powers theretofore possessed by the Board (and references in\nthis Plan to the Board shall thereafter be to the Committee), subject, however,\nto such resolutions, not inconsistent with the provisions of the Plan, as may be\nadopted from time to time by the Board. The Board may abolish the Committee at\nany time and revest\n \n                                       3\n\nin the Board the administration of the Plan. Within the scope of this authority,\nthe Board or the Committee may delegate to a committee of one or more members of\nthe Board the authority to grant Options to eligible persons who (1) are not\nthen subject to Section 16 of the Exchange Act and\/or (2) are either (i) not\nthen Covered Employees and are not expected to be Covered Employees at the time\nof recognition of income resulting from such Option, or (ii) not persons with\nrespect to whom the Company wishes to comply with Section 162(m) of the Code.\n \n4.  SHARES SUBJECT TO THE PLAN.\n \n    (a) Subject to the provisions of Section 10 relating to adjustments upon\nchanges in stock, the stock that may be sold pursuant to Options shall not\nexceed in the aggregate Six Million Five Hundred Thousand (6,500,000) shares of\nthe Company's common stock. If any Option shall for any reason expire or\notherwise terminate, in whole or in part, without having been exercised in full,\nthe stock not purchased under such Option shall revert to again become available\nfor issuance under the Plan.\n \n    (b) The stock subject to the Plan may be unissued shares or reacquired\nshares, bought on the market or otherwise.\n \n5.  ELIGIBILITY.\n \n    (a) Incentive Stock Options may be granted only to Employees. Nonstatutory\nStock Options may be granted to Employees, Directors and Consultants.\n \n    (b) No person shall be eligible for the grant of an Incentive Stock Option\nif, at the time of grant, such person owns (or is deemed to own pursuant to\nSection 424(d) of the Code) stock possessing more than ten percent (10%) of the\ntotal combined voting power of all classes of stock of the Company or of any of\nits Affiliates unless the exercise price of such Option is at least one hundred\nten percent (110%) of the Fair Market Value of such stock at the date of grant\nand the Option is not exercisable after the expiration of five (5) years from\nthe date of grant.\n \n    (c) Subject to the provisions of Section 10 relating to adjustments upon\nchanges in stock, no person shall be eligible to be granted Options covering\nmore than Five Hundred Thousand (500,000) shares of the Company's common stock\nin any calendar year.\n \n6.  OPTION PROVISIONS.\n \n    Each Option shall be in such form and shall contain such terms and\nconditions as the Board shall deem appropriate. The provisions of separate\nOptions need not be identical, but each Option shall include (through\nincorporation of provisions hereof by reference in the Option or otherwise) the\nsubstance of each of the following provisions:\n \n    (a)  TERM.  No Option shall be exercisable after the expiration of ten (10)\nyears from the date it was granted.\n \n    (b)  PRICE.\n \n         (i)  EXERCISE PRICE.  The exercise price of each Incentive Stock Option\n    and each Nonstatutory Stock Option shall be not less than one hundred\n    percent (100%) of the fair market value of the stock subject to the Option\n    on the date the Option is granted.\n \n        (ii)  NO AUTHORITY TO REPRICE.  Without the consent of the stockholders\n    of the Company, the Board shall have no authority to effect (a) the\n    repricing of any outstanding Options under the Plan and\/or (b) the\n    cancellation of any outstanding Options under the Plan and the grant in\n    substitution therefor of new Options under the Plan covering the same or\n    different numbers of shares of Common Stock.\n \n                                       4\n\n    (c)  CONSIDERATION.  The purchase price of stock acquired pursuant to an\nOption shall be paid, to the extent permitted by applicable statutes and\nregulations, either (i) in cash at the time the Option is exercised, or (ii) at\nthe discretion of the Board or the Committee, at the time of the grant of the\nOption, (A) by delivery to the Company of other common stock of the Company, (B)\naccording to a deferred payment arrangement, except that payment of the common\nstock's 'par value' (as defined in the Delaware General Corporation Law) shall\nnot be made by deferred payment or other arrangement (which may include, without\nlimiting the generality of the foregoing, the use of other common stock of the\nCompany) with the person to whom the Option is granted or to whom the Option is\ntransferred pursuant to subsection 6(d), or (C) in any other form of legal\nconsideration that may be acceptable to the Board.\n \n    In the case of any deferred payment arrangement, interest shall be\ncompounded at least annually and shall be charged at the minimum rate of\ninterest necessary to avoid the treatment as interest, under any applicable\nprovisions of the Code, of any amounts other than amounts stated to be interest\nunder the deferred payment arrangement.\n \n    (d)  TRANSFERABILITY.  An Incentive Stock Option shall not be transferable\nexcept by will or by the laws of descent and distribution, and shall be\nexercisable during the lifetime of the person to whom the Option is granted only\nby such person. A Nonstatutory Stock Option but not an Incentive Stock Option,\nmay be transferred to the extent provided in the Option Agreement; provided that\nif the Option Agreement does not expressly permit the transfer of a Nonstatutory\nStock Option, the Nonstatutory Stock Option shall not be transferable except by\nwill, by the laws of descent and distribution and shall be exercisable during\nthe lifetime of the person to whom the Option is granted only by such person.\nThe person to whom the Option is granted may, by delivering written notice to\nthe Company, in a form satisfactory to the Company, designate a third party who,\nin the event of the death of the Optionee, shall thereafter be entitled to\nexercise the Option.\n \n    (e)  VESTING.  The total number of shares of stock subject to an Option may,\nbut need not, be allotted in periodic installments (which may, but need not, be\nequal). The Option Agreement may provide that from time to time during each of\nsuch installment periods, the Option may become exercisable ('vest') with\nrespect to some or all of the shares allotted to that period, and may be\nexercised with respect to some or all of the shares allotted to such period\nand\/or any prior period as to which the Option became vested but was not fully\nexercised. During the remainder of the term of the Option (if its term extends\nbeyond the end of the installment periods), the option may be exercised from\ntime to time with respect to any shares then remaining subject to the Option.\nThe Option may be subject to such other terms and conditions on the time or\ntimes when it may be exercised (which may be based on performance or other\ncriteria) as the Board may deem appropriate. The provisions of this subsection\n6(e) are subject to any Option provisions governing the minimum number of shares\nas to which an Option may be exercised.\n \n    (f)  SECURITIES LAW COMPLIANCE.  The Company may require any Optionee, or\nany person to whom an Option is transferred under subsection 6(d), as a\ncondition of exercising any such Option, (1) to give written assurances\nsatisfactory to the Company as to the Optionee's knowledge and experience in\nfinancial and business matters and\/or to employ a purchaser representative\nreasonably satisfactory to the Company who is knowledgeable and experienced in\nfinancial and business matters, and that he or she is capable of evaluating,\nalone or together with the purchaser representative, the merits and risks of\nexercising the Option; and (2) to give written assurances satisfactory to the\nCompany stating that such person is acquiring the stock subject to the Option\nfor such person's own account and not with any present intention of selling or\notherwise distributing the stock. These requirements, and any assurances given\npursuant to such requirements, shall be inoperative if (i) the issuance of the\nshares upon the exercise of the Option has been registered under a then\ncurrently effective registration statement under the Securities Act of 1933, as\namended (the 'Securities Act'), or (ii) as to any particular requirement, a\ndetermination is made by counsel for the Company that such requirement need not\nbe met in the circumstances under the then applicable securities laws. The\nCompany may require the Optionee to provide such other representations, written\nassurances, or information which the Company shall determine is necessary,\ndesirable or appropriate to comply with applicable securities and other laws as\na condition of granting an Option to such\n \n                                       5\n\nOptionee or permitting the Optionee to exercise such Option. The Company may,\nupon advice of counsel to the Company, place legends on stock certificates\nissued under the Plan as such counsel deems necessary or appropriate in order to\ncomply with applicable securities laws, including, but not limited to, legends\nrestricting the transfer of the stock.\n \n    (g)  TERMINATION OF EMPLOYMENT OR CONSULTING RELATIONSHIP.  In the event an\nOptionee's Continuous Status as an Employee or Consultant terminates (other than\nupon the Optionee's death or Disability), the Optionee may exercise his or her\nOption, but only within such period of time as is determined by the Board, and\nonly to the extent that the Optionee was entitled to exercise it at the date of\ntermination (but in no event later than the expiration of the term of such\nOption as set forth in the Option Agreement). In the case of an Incentive Stock\nOption, the Board shall determine such period of time (in no event to exceed\nninety (90) days from the date of termination) when the Option is granted. If,\nat the date of termination, the Optionee is not entitled to exercise his or her\nentire Option, the shares covered by the unexercisable portion of the Option\nshall revert to the Plan. If, after termination, the Optionee does not exercise\nhis or her Option within the time specified in the Option Agreement, the Option\nshall terminate, and the shares covered by such Option shall revert to the Plan.\n \n    (h)  DISABILITY OF OPTIONEE.  In the event an Optionee's Continuous Service\nterminates as a result of the Optionee's Disability, the Optionee may exercise\nhis or her Option, but only within twelve (12) months from the date of such\ntermination (or such shorter period specified in the Option Agreement), and only\nto the extent that the Optionee was entitled to exercise it at the date of such\ntermination (but in no event later than the expiration of the term of such\nOption as set forth in the Option Agreement). If, at the date of termination,\nthe Optionee is not entitled to exercise his or her entire Option, the shares\ncovered by the unexercisable portion of the Option shall revert to the Plan. If,\nafter termination, the Optionee does not exercise his or her Option within the\ntime specified herein, the Option shall terminate, and the shares covered by\nsuch Option shall revert to the Plan.\n \n    (i)  DEATH OF OPTIONEE.  In the event of the death of an Optionee, the\nOption may be exercised, at any time within twelve (12) months following the\ndate of death (or such shorter period specified in the Option Agreement) (but in\nno event later than the expiration of the term of such Option as set forth in\nthe Option Agreement), by the Optionee's estate or by a person who acquired the\nright to exercise the Option by bequest or inheritance, but only to the extent\nthe Optionee was entitled to exercise the Option at the date of death. If, at\nthe time of death, the Optionee was not entitled to exercise his or her entire\nOption, the shares covered by the unexercisable portion of the Option shall\nrevert to the Plan. If, after death, the Optionee's estate or a person who\nacquired the right to exercise the Option by bequest or inheritance does not\nexercise the Option within the time specified herein, the Option shall\nterminate, and the shares covered by such Option shall revert to the Plan.\n \n    (j)  EARLY EXERCISE.  The Option may, but need not, include a provision\nwhereby the Optionee may elect at any time while an Employee or Consultant to\nexercise the Option as to any part or all of the shares subject to the Option\nprior to the full vesting of the Option. Any unvested shares so purchased may be\nsubject to a repurchase right in favor of the Company or to any other\nrestriction the Board determines to be appropriate.\n \n    (k)  WITHHOLDING.  To the extent provided by the terms of an Option\nAgreement, the Optionee may satisfy any federal, state or local tax withholding\nobligation relating to the exercise of such Option by any of the following means\nor by a combination of such means: (1) tendering a cash payment; (2) authorizing\nthe Company to withhold shares from the shares of the common stock otherwise\nissuable to the participant as a result of the exercise of the Option; or (3)\ndelivering to the Company owned and unencumbered shares of the common stock of\nthe Company.\n \n7.  COVENANTS OF THE COMPANY.\n \n    (a) During the terms of the Options, the Company shall keep available at all\ntimes the number of shares of stock required to satisfy such Options.\n \n                                       6\n\n    (b) The Company shall seek to obtain from each regulatory commission or\nagency having jurisdiction over the Plan such authority as may be required to\nissue and sell shares of stock upon exercise of the Options; provided, however,\nthat this undertaking shall not require the Company to register under the\nSecurities Act either the Plan, any Option or any stock issued or issuable\npursuant to any such Option. If, after reasonable efforts, the Company is unable\nto obtain from any such regulatory commission or agency the authority which\ncounsel for the Company deems necessary for the lawful issuance and sale of\nstock under the Plan, the Company shall be relieved from any liability for\nfailure to issue and sell stock upon exercise of such Options unless and until\nsuch authority is obtained.\n \n8.  USE OF PROCEEDS FROM STOCK.\n \n    Proceeds from the sale of stock pursuant to Options shall constitute general\nfunds of the Company.\n \n9.  MISCELLANEOUS.\n \n    (a) The Board shall have the power to accelerate the time at which an Option\nmay first be exercised or the time during which an Option or any part thereof\nwill vest pursuant to subsection 6(e), notwithstanding the provisions in the\nOption stating the time at which it may first be exercised or the time during\nwhich it will vest.\n \n    (b) Neither an Optionee nor any person to whom an Option is transferred\nunder subsection 6(d) shall be deemed to be the holder of, or to have any of the\nrights of a holder with respect to, any shares subject to such Option unless and\nuntil such person has satisfied all requirements for exercise of the Option\npursuant to its terms.\n \n    (c) Nothing in the Plan or any instrument executed or Option granted\npursuant thereto shall confer upon any Employee, Consultant or Optionee any\nright to continue in the employ of the Company or any Affiliate (or to continue\nacting as a Consultant) or shall affect the right of the Company or any\nAffiliate to terminate the employment or relationship as a Consultant of any\nEmployee, Consultant or Optionee with or without cause.\n \n    (d) To the extent that the aggregate Fair Market Value (determined at the\ntime of grant) of stock with respect to which Incentive Stock Options are\nexercisable for the first time by any Optionee during any calendar year under\nall plans of the Company and its Affiliates exceeds one hundred thousand dollars\n($100,000), the Options or portions thereof which exceed such limit (according\nto the order in which they were granted) shall be treated as Nonstatutory Stock\nOptions.\n \n10. ADJUSTMENTS UPON CHANGES IN STOCK.\n \n    (a) If any change is made in the stock subject to the Plan, or subject to\nany Option (through merger, consolidation, reorganization, recapitalization,\nstock dividend, dividend in property other than cash, stock split, liquidating\ndividend, combination of shares, exchange of shares, change in corporate\nstructure or otherwise), the Plan will be appropriately adjusted in the\nclass(es) and maximum number of shares subject to the Plan pursuant to\nsubsection 4(a) and the maximum number of shares subject to award to any person\nduring any calendar year period pursuant to subsection 5(d), and the outstanding\nOptions will be appropriately adjusted in the class(es) and number of shares and\nprice per share of stock subject to such outstanding Options.\n \n    (b) In the event of: (1) a dissolution or liquidation of the Company; (2) a\nmerger or consolidation in which the Company is not the surviving corporation;\n(3) a reverse merger in which the Company is the surviving corporation but the\nshares of the Company's common stock outstanding immediately preceding the\nmerger are converted by virtue of the merger into other property, whether in the\nform of securities, cash or otherwise; or (4) any other capital reorganization\nin which more than fifty percent (50%) of the shares of the Company entitled to\nvote are exchanged, then, at the sole discretion of the Board and to the extent\npermitted by applicable law: (i) any surviving corporation shall assume any\nOptions outstanding\n \n                                       7\n\nunder the Plan or shall substitute similar Options for those outstanding under\nthe Plan, (ii) the time during which such Options may be exercised shall be\naccelerated and the Options terminated if not exercised prior to such event, or\n(iii) such Options shall continue in full force and effect.\n \n11. AMENDMENT OF THE PLAN.\n \n    (a) The Board at any time, and from time to time, may amend the Plan.\nHowever, except as provided in Section 10 relating to adjustments upon changes\nin stock, no amendment shall be effective unless approved by the stockholders of\nthe Company within twelve (12) months before or after the adoption of the\namendment, where the amendment will:\n \n        (i) Increase the number of shares reserved for options under the Plan;\n \n        (ii) Effect (a) the repricing of any outstanding Options under the Plan\n    and\/or (b) the cancellation of any outstanding Options under the Plan and\n    the grant in substitution therefor of new Options under the Plan covering\n    the same or different numbers of shares of Common Stock;\n \n       (iii) Modify the requirements as to eligibility for participation in the\n    Plan (to the extent such modification requires stockholder approval in order\n    for the Plan to satisfy the requirements of Section 422 of the Code); or\n \n        (iv) Modify the Plan in any other way if such modification requires\n    stockholder approval in order for the Plan to satisfy the requirements of\n    Section 422 of the Code or to comply with the requirements of Rule 16b-3 or\n    any Nasdaq or securities exchange listing requirements.\n \n    (b) The Board may in its sole discretion submit any other amendment to the\nPlan for stockholder approval, including, but not limited to, amendments to the\nPlan intended to satisfy the requirements of Section 162(m) of the Code and the\nregulations promulgated thereunder regarding the exclusion of performance-based\ncompensation from the limit on corporate deductibility of compensation paid to\ncertain executive officers.\n \n    (c) It is expressly contemplated that the Board may amend the Plan in any\nrespect the Board deems necessary or advisable to provide Optionees with the\nmaximum benefits provided or to be provided under the provisions of the Code and\nthe regulations promulgated thereunder relating to Incentive Stock Options\nand\/or to bring the Plan and\/or Incentive Stock Options granted under it into\ncompliance therewith.\n \n    (d) Rights and obligations under any Option granted before amendment of the\nPlan shall not be altered or impaired by any amendment of the Plan unless (i)\nthe Company requests the consent of the person to whom the Option was granted\nand (ii) such person consents in writing.\n \n12. TERMINATION OR SUSPENSION OF THE PLAN.\n \n    (a) The Board may suspend or terminate the Plan at any time. Unless sooner\nterminated, the Plan shall terminate on October 31, 2001. No Options may be\ngranted under the Plan while the Plan is suspended or after it is terminated.\n \n    (b) Rights and obligations under any Option granted while the Plan is in\neffect shall not be altered or impaired by suspension or termination of the\nPlan, except with the consent of the person to whom the Option was granted.\n \n13. EFFECTIVE DATE OF PLAN.\n \n    The Plan shall become effective as determined by the Board, but no Options\ngranted under the Plan shall be exercised unless and until the stockholders of\nthe Company have approved the Plan.\n \n                                       8\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7639],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9539,9545],"class_list":["post-38179","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gilead-sciences-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38179","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38179"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38179"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38179"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38179"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}