{"id":38223,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1995-non-employee-directors-stock-option-plan-gilead-sciences.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1995-non-employee-directors-stock-option-plan-gilead-sciences","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1995-non-employee-directors-stock-option-plan-gilead-sciences.html","title":{"rendered":"1995 Non-Employee Directors&#8217; Stock Option Plan &#8211; Gilead Sciences Inc."},"content":{"rendered":"<pre>                              GILEAD SCIENCES, INC.\n\n                1995 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN \n\n                         ADOPTED ON NOVEMBER 27, 1995\n\n                           APPROVED BY STOCKHOLDERS\n\n                              ON APRIL 25, 1996\n\n                          AMENDED ON JANUARY 26, 1999\n\n                          APPROVED BY STOCKHOLDERS\n                          ON _______________, 1999\n\n                      TERMINATION DATE: NOVEMBER 26, 2005\n\n\n1.   PURPOSE.\n\n     (a)     The purpose of the 1995 Non-Employee Directors' Stock Option \nPlan (the 'Plan') is to provide a means by which each director of Gilead \nSciences, Inc. (the 'Company') who is not otherwise an employee of the \nCompany or of any Affiliate of the Company (each such person being hereafter \nreferred to as a 'Non-Employee Director') will be given an opportunity to \npurchase stock of the Company.  \n\n     (b)     The word 'Affiliate' as used in the Plan means any parent \ncorporation or subsidiary corporation of the Company as those terms are \ndefined in Sections 424(e) and (f), respectively, of the Internal Revenue \nCode of 1986, as amended from time to time (the 'Code').\n\n     (c)     The Company, by means of the Plan, seeks to retain the services \nof persons now serving as Non-Employee Directors of the Company, to secure \nand retain \n\n                                       1\n\n\n\nthe services of persons capable of serving in such capacity, and to provide \nincentives for such persons to exert maximum efforts for the success of the \nCompany.\n\n2.   ADMINISTRATION.\n\n     (a)     The Plan shall be administered by the Board of Directors of the \nCompany (the 'Board') unless and until the Board delegates administration to \na committee, as provided in subparagraph 2(b).  \n\n     (b)     The Board may delegate administration of the Plan to a committee \ncomposed of not fewer than two (2) members of the Board (the 'Committee').  \nIf administration is delegated to a Committee, the Committee shall have, in \nconnection with the administration of the Plan, the powers theretofore \npossessed by the Board, subject, however, to such resolutions, not \ninconsistent with the provisions of the Plan, as may be adopted from time to \ntime by the Board.  The Board may abolish the Committee at any time and \nrevest in the Board the administration of the Plan. \n\n3.   SHARES SUBJECT TO THE PLAN.\n\n     (a)     Subject to the provisions of paragraph 10 relating to \nadjustments upon changes in stock, the stock that may be sold pursuant to \noptions granted under the Plan shall not exceed in the aggregate Five Hundred \nFifty Thousand (550,000) shares of the Company's common stock.  If any option \ngranted under the Plan shall for any reason expire or otherwise terminate \nwithout having been exercised in full, the stock not purchased under such \noption shall again become available for the Plan.    \n\n     (b)     The stock subject to the Plan may be unissued shares or \nreacquired shares, bought on the market or otherwise.\n\n4.   ELIGIBILITY.\n\n     Options shall be granted only to Non-Employee Directors of the Company.  \n\n5.   NON-DISCRETIONARY GRANTS.\n\n                                       2\n\n\n\n     (a)     On January 2, 1996, each person who is then a Non-Employee \nDirector automatically shall be granted an option to purchase twenty-five \nthousand (25,000) shares of common stock of the Company on the terms and \nconditions set forth herein.  \n\n     (b)     Each person who is, after January 2, 1996, elected for the first \ntime to be a Non-Employee Director automatically shall, upon the date of \ninitial election to be a Non-Employee Director by the Board or stockholders \nof the Company, be granted an option to purchase twenty-five thousand \n(25,000) shares of common stock of the Company on the terms and conditions \nset forth herein.  \n\n     (c)     On the one-year anniversary date of each Non-Employee Director's \ninitial grant under subparagraph 5(a) or 5(b) above, and on each one-year \nanniversary date thereafter, each person who is then a Non-Employee Director \nautomatically shall be granted an option to purchase five thousand (5,000) \nshares of common stock of the Company on the terms and conditions set forth \nherein.\n\n     (d)     In addition to the option grants described above, the \nChairperson of the Board, if he or she is a Non-Employee Director, or a \nNon-Employee Director designated by the Board as a 'lead director' in \ncircumstances where there is no Chairperson or the Chairperson is an employee \nof the Company, automatically shall be granted options to purchase:  (i) \ntwenty thousand (20,000) shares of common stock of the Company, at the time \nof his or her initial grant under subparagraph 5(a) or 5(b) above or upon \nlater election as Chairperson or designation as lead director; and (ii) four \nthousand (4,000) shares of common stock of the Company at the time of each \nannual grant under subparagraph 5(c) above, all such grants to be on the \nterms and conditions set forth herein.\n\n     (e)     In addition to the option grants described above, each \nNon-Employee Director who serves on a standing committee of the Board \nautomatically shall be \n\n\n                                       3\n\n\n\ngranted options to purchase:  (i) one thousand (1,000) shares of common stock \nof the Company, at the time of his or her initial grant under subparagraph \n5(a) or 5(b) above or upon later election to each such committee, plus an \nadditional two thousand (2,000) shares of common stock of the Company at the \nsame time for the Chairperson of each such committee; and (ii) one thousand \n(1,000) shares of common stock of the Company at the time of each annual \ngrant under subparagraph 5(c) above, plus an additional two thousand (2,000) \nshares of common stock of the Company for the Chairperson of each such \ncommittee, at the time of each annual grant, all such grants to be on the \nterms and conditions set forth herein.\n\n6.   OPTION PROVISIONS.\n\n     Each option granted under the Plan shall be subject to the following \nterms and conditions:\n\n     (a)     The term of each option commences on the date it is granted and, \nunless sooner terminated as set forth herein, expires on the date \n('Expiration Date') ten (10) years from the date of grant.  If the optionee's \nservice as a Non-Employee Director or employee of or consultant to the \nCompany or any Affiliate terminates for any reason or for no reason, the \noption shall terminate on the earlier of the Expiration Date or the date \nthree (3) months following the date of termination of all such service; \nPROVIDED, HOWEVER, that if such termination of service is due to the \noptionee's death or permanent and total disability (within the meaning of \nSection 422(c)(6) of the Code), the option shall terminate on the earlier of \nthe Expiration Date or one (1) year following the date of the optionee's \ndeath or permanent and total disability.  In any and all circumstances, an \noption may be exercised following termination of the optionee's service as a \nNon-Employee Director or employee of or consultant to the Company or any \nAffiliate only as to that number of shares as to which it was exercisable on \nthe date of termination of all \n\n\n                                       4\n\n\n\nsuch service under the provisions of subparagraph 6(e).\n\n     (b)     The exercise price of each option shall be one hundred percent \n(100%) of the fair market value of the stock subject to such option on the \ndate such option is granted.  \n\n     (c)     Payment of the exercise price of each option is due in full in \ncash upon any exercise when the number of shares being purchased upon such \nexercise is less than 1,000 shares; but when the number of shares being \npurchased upon an exercise is 1,000 or more shares, the optionee may elect to \nmake payment of the exercise price under one of the following alternatives:\n\n             (i)     Payment of the exercise price in cash at the time of \nexercise; or\n\n             (ii)    Provided that at the time of the exercise the Company's \ncommon stock is publicly traded and quoted regularly in the Wall Street \nJournal, payment by delivery of shares of common stock of the Company already \nowned by the optionee, held for the period required to avoid a charge to the \nCompany's reported earnings, and owned free and clear of any liens, claims, \nencumbrances or security interests, which common stock shall be valued at its \nfair market value on the date preceding the date of exercise; or\n\n             (iii)   Payment by a combination of the methods of payment \nspecified in subparagraphs 6(c)(i) and 6(c)(ii) above.\n\n     Notwithstanding the foregoing, this option may be exercised pursuant to \na program developed under Regulation T as promulgated by the Federal Reserve \nBoard which results in the receipt of cash (or check) by the Company prior to \nthe issuance of shares of the Company's common stock.\n\n     (d)     An option shall not be transferable except by will or by the \nlaws of descent \n\n\n                                       5\n\n\n\nand distribution, or pursuant to a qualified domestic relations order \nsatisfying the requirements of Rule 16b-3 under the Securities Exchange Act \nof 1934, as amended ('Rule 16b-3') and shall be exercisable during the \nlifetime of the person to whom the option is granted only by such person (or \nby his guardian or legal representative) or transferee pursuant to such an \norder.  Notwithstanding the foregoing, the optionee may, by delivering \nwritten notice to the Company in a form satisfactory to the Company, \ndesignate a third party who, in the event of the death of the optionee, shall \nthereafter be entitled to exercise the option.\n\n     (e)     The option shall become exercisable in installments over a \nperiod of five (5) years from the date of grant at the rate of five percent \n(5%) in equal quarterly installments commencing on the date three (3) months \nafter the date of grant of the option, provided that the optionee has, during \nthe entire period prior to such vesting date, continuously served as a \nNon-Employee Director or employee of or consultant to the Company or any \nAffiliate of the Company, whereupon such option shall become fully \nexercisable in accordance with its terms with respect to that portion of the \nshares represented by that installment.  \n\n     (f)     The Company may require any optionee, or any person to whom an \noption is transferred under subparagraph 6(d), as a condition of exercising \nany such option:  (i) to give written assurances satisfactory to the Company \nas to the optionee's knowledge and experience in financial and business \nmatters; and (ii) to give written assurances satisfactory to the Company \nstating that such person is acquiring the stock subject to the option for \nsuch person's own account and not with any present intention of selling or \notherwise distributing the stock.  These requirements, and any assurances \ngiven pursuant to such requirements, shall be inoperative if (i) the issuance \nof the shares upon the exercise of the option has been registered under a \nthen-currently-\n\n\n                                       6\n\n\n\neffective registration statement under the Securities Act of 1933, as amended \n(the 'Securities Act'), or (ii), as to any particular requirement, a \ndetermination is made by counsel for the Company that such requirement need \nnot be met in the circumstances under the then-applicable securities laws. \n\n     (g)     Notwithstanding anything to the contrary contained herein, an \noption may not be exercised unless the shares issuable upon exercise of such \noption are then registered under the Securities Act or, if such shares are \nnot then so registered, the Company has determined that such exercise and \nissuance would be exempt from the registration requirements of the Securities \nAct.\n\n7.     COVENANTS OF THE COMPANY.\n\n     (a)     During the terms of the options granted under the Plan, the \nCompany shall keep available at all times the number of shares of stock \nrequired to satisfy such options.\n\n     (b)     The Company shall seek to obtain from each regulatory commission \nor agency having jurisdiction over the Plan such authority as may be required \nto issue and sell shares of stock upon exercise of the options granted under \nthe Plan; PROVIDED, HOWEVER, that this undertaking shall not require the \nCompany to register under the Securities Act either the Plan, any option \ngranted under the Plan, or any stock issued or issuable pursuant to any such \noption.  If, after reasonable efforts, the Company is unable to obtain from \nany such regulatory commission or agency the authority which counsel for the \nCompany deems necessary for the lawful issuance and sale of stock under the \nPlan, the Company shall be relieved from any liability for failure to issue \nand sell stock upon exercise of such options.  \n\n8.   USE OF PROCEEDS FROM STOCK.\n\n     Proceeds from the sale of stock pursuant to options granted under the \nPlan shall \n\n                                       7\n\n\n\n\nconstitute general funds of the Company.\n\n9.   MISCELLANEOUS. \n\n     (a)     Neither an optionee nor any person to whom an option is \ntransferred under subparagraph 6(d) shall be deemed to be the holder of, or \nto have any of the rights of a holder with respect to, any shares subject to \nsuch option unless and until such person has satisfied all requirements for \nexercise of the option pursuant to its terms.\n\n     (b)     Throughout the term of any option granted pursuant to the Plan, \nthe Company shall make available to the holder of such option, not later than \none hundred twenty (120) days after the close of each of the Company's fiscal \nyears during the option term, upon request, such financial and other \ninformation regarding the Company as comprises the annual report to the \nstockholders of the Company provided for in the Bylaws of the Company and \nsuch other information regarding the Company as the holder of such option may \nreasonably request.  \n\n     (c)     Nothing in the Plan or in any instrument executed pursuant \nthereto shall confer upon any Non-Employee Director any right to continue in \nthe service of the Company or any Affiliate or shall affect any right of the \nCompany, its Board or stockholders or any Affiliate to terminate the service \nof any Non-Employee Director with or without cause.\n\n     (d)     No Non-Employee Director, individually or as a member of a \ngroup, and no beneficiary or other person claiming under or through him, \nshall have any right, title or interest in or to any option reserved for the \npurposes of the Plan except as to such shares of common stock, if any, as \nshall have been reserved for him pursuant to an option granted to him.\n\n     (e)     In connection with each option made pursuant to the Plan, it \nshall be a \n\n                                       8\n\n\n\ncondition precedent to the Company's obligation to issue or transfer shares \nto a Non-Employee Director, or to evidence the removal of any restrictions on \ntransfer, that such Non-Employee Director make arrangements satisfactory to \nthe Company to insure that the amount of any federal or other withholding tax \nrequired to be withheld with respect to such sale or transfer, or such \nremoval or lapse, is made available to the Company for timely payment of such \ntax.\n\n     (f)     As used in this Plan, 'fair market value' means, as of any date, \nthe value of the common stock of the Company determined as follows:\n\n             (i)     If the common stock is listed on any established stock \nexchange or a national market system, including without limitation the \nNational Market System of the National Association of Securities Dealers, \nInc. Automated Quotation ('NASDAQ') System, the Fair Market Value of a share \nof common stock shall be the closing sales price for such stock (or the \nclosing bid, if no sales were reported) as quoted on such system or exchange \n(or the exchange with the greatest volume of trading in common stock) on the \nlast market trading day prior to the day of determination, as reported in the \nWall 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 \nnot on the National Market System thereof) or is regularly quoted by a \nrecognized securities dealer but selling prices are not reported, the Fair \nMarket Value of a share of common stock shall be the mean between the bid and \nasked prices for the common stock on the last market trading day prior to the \nday of determination, as reported in the Wall Street Journal or such other \nsource as the Board deems reliable;\n\n             (iii)   In the absence of an established market for the common \nstock, the Fair Market Value shall be determined in good faith by the Board.\n\n10.  ADJUSTMENTS UPON CHANGES IN STOCK.\n\n\n                                       9\n\n\n\n     (a)     If any change is made in the stock subject to the Plan, or \nsubject to any option granted under the Plan (through merger, consolidation, \nreorganization, recapitalization, stock dividend, dividend in property other \nthan cash, stock split, liquidating dividend, combination of shares, exchange \nof shares, change in corporate structure or otherwise), the Plan and \noutstanding options will be appropriately adjusted in the class(es) and \nmaximum number of shares subject to the Plan and the class(es) and number of \nshares and price per share of stock subject to outstanding options.\n\n     (b)     In the event of:  (1) a merger or consolidation in which the \nCompany is not the surviving corporation; (2) a reverse merger in which the \nCompany is the surviving corporation but the shares of the Company's common \nstock outstanding immediately preceding the merger are converted by virtue of \nthe merger into other property, whether in the form of securities, cash or \notherwise; or (3) any other capital reorganization in which more than fifty \npercent (50%) of the shares of the Company entitled to vote are exchanged, \nthe time during which options outstanding under the Plan may be exercised \nshall be accelerated and the options terminated if not exercised prior to \nsuch event.\n\n11.  AMENDMENT OF THE PLAN.\n\n     (a)     The Board at any time, and from time to time, may amend the \nPlan, PROVIDED, HOWEVER, that the Board shall not amend the plan more than \nonce every six (6) months, with respect to the provisions of the Plan which \nrelate to the amount, price and timing of grants, other than to comport with \nchanges in the Code, the Employee Retirement Income Security Act, or the \nrules thereunder.  Except as provided in paragraph 10 relating to adjustments \nupon changes in stock, no amendment shall be effective unless approved by the \nstockholders of the Company within twelve (12) months before or after the \nadoption of the amendment, where the amendment will:\n\n             (i)     Increase the number of shares which may be issued under \n\n\n                                       10\n\n\n\nthe Plan;\n\n             (ii)    Modify the requirements as to eligibility for \nparticipation in the Plan (to the extent such modification requires \nstockholder approval in order for the Plan to comply with the requirements of \nRule 16b-3); or \n\n             (iii)   Modify the Plan in any other way if such modification \nrequires stockholder approval in order for the Plan to comply with the \nrequirements of Rule 16b-3 or Section 162(m) of the Internal Revenue Code.\n\n     (b)     Rights and obligations under any option granted before any \namendment of the Plan shall not be impaired by such amendment unless (i) the \nCompany requests the consent of the person to whom the option was granted and \n(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 \nsooner terminated, the Plan shall terminate on November 26, 2005.  No options \nmay be granted under the Plan while the Plan is suspended or after it is \nterminated.\n\n     (b)     Rights and obligations under any option granted while the Plan \nis in effect shall not be impaired by suspension or termination of the Plan, \nexcept with the consent of the person to whom the option was granted.\n\n     (c)     The Plan shall terminate upon the occurrence of any of the \nevents described in Section 10(b) above.\n\n13.  EFFECTIVE DATE OF PLAN; CONDITIONS OF EXERCISE.\n\n     (a)     The Plan shall become effective upon adoption by the Board of \nDirectors, subject to the condition subsequent that the Plan is approved by \nthe stockholders of the Company. \n\n     (b)     No option granted under the Plan shall be exercised or \nexercisable unless \n\n\n                                       11\n\n\n\nand until the condition of subparagraph 13(a) above has been met.\n\n\n\n\n\n\n                                       12\n\n\n\n\n                               GILEAD SCIENCES, INC.\n                             NONSTATUTORY STOCK OPTION\n\n\n_____________________________,  Optionee:\n\n\n       GILEAD SCIENCES, INC. (the 'Company'), pursuant to its 1995 Non-Employee\nDirectors' Stock Option Plan (the 'Plan'), has this day granted to you, the\noptionee named above, an option to purchase shares of the common stock of the\nCompany (the 'Common Stock').  This option is not intended to qualify and will\nnot be treated as an 'incentive stock option' within the meaning of Section 422\nof the Internal Revenue Code of 1986, as amended from time to time (the 'Code').\n\n       The details of your option are as follows:\n\n       1.   The total number of shares of Common Stock subject to this option \nis (________). Subject to the limitations contained herein, this option shall \nbe exercisable with respect to each installment shown below on or after the \ndate of earliest exercise (vesting) applicable to such installment, as \nfollows:\n\n       NUMBER OF SHARES (INSTALLMENT)     DATE OF EARLIEST EXERCISE (VESTING)\n\n\n\n\n\n       \n\n       2.   (a)    The exercise price of this option is $____________\n(____________ Dollars and ________ cents) per share.\n\n            (b)  Payment of the exercise price is due in full in cash upon \nexercise of all or any part of each installment which has become exercisable \nby you when the number of shares being purchased is less than 1,000 shares; \nwhen the number of shares being purchased is 1,000 or more shares, you may \nelect to make payment of the exercise price under one of the following \nalternatives, all as set forth more fully in the Plan: (i) in cash upon \nexercise; (ii) provided that the Company's stock is publicly traded, payment \nby delivery of shares of Common Stock already owned by you, free and clear of \nany liens; or (iii) payment by a combination of the methods set forth in \nclauses (i) and (ii). Notwithstanding the foregoing, this option may be \nexercised pursuant to a program developed under Regulation T as promulgated \nby the Federal Reserve Board which results in the receipt of cash (or check) \nby the Company prior to the issuance of Common Stock.\n\n       3.   In no event may this option be exercised for any number of shares \nwhich would require the issuance of anything other than whole shares.\n\n                                      \n\n\n\n       4.   Notwithstanding anything to the contrary contained herein, this \noption may not be exercised unless the shares issuable upon exercise of this \noption are then registered under the Securities Act of 1933 (the 'Securities \nAct') or, if such shares are not then so registered, the Company has \ndetermined that such exercise and issuance would be exempt from the \nregistration requirements of the Securities Act.\n\n       5.   The term of this option commences on the date hereof and, unless \nsooner terminated as set forth below or in the Plan, terminates on \n________________ (which date shall be ten (10) years from the date this \noption is granted).  In no event may this option be exercised on or after the \ndate on which it terminates.  This option shall terminate prior to the \nexpiration of its term as follows:  three (3) months after the termination of \nyour service as a non-employee director or employee of or consultant to the \nCompany or an affiliate of the Company (as defined in the Plan), for any \nreason or for no reason, unless:\n\n            (a)  such termination of service is due to your permanent and \ntotal disability (within the meaning of Section 422 (c)(6) of the Code), in \nwhich event the option shall terminate on the earlier of the termination date \nset forth above or one (1) year following such permanent and total disability;\n\n            (b)  such termination of service is due to your death, in which \nevent the option shall terminate on the earlier of the termination date set \nforth above or one (1) year after your death; or\n\n            (c)  exercise of the option within three (3) months after such \ntermination of service would result in liability under Section 16(b) of the \nSecurities Exchange Act of 1934 (the 'Exchange Act'), in which case the \noption will terminate on the earlier of (i) the termination date set forth \nabove, (ii) the tenth (10th) day after the last date upon which exercise \nwould result in such liability, or (iii) six (6) months and ten (10) days \nafter such termination of service.\n\n       However, this option may be exercised following such termination of \nservice only as to that number of shares as to which it was exercisable on \nthe date of such termination under the provisions of paragraph 1 of this \noption.\n\n       6.   This option may be exercised, to the extent specified above, by \ndelivering a notice of exercise together with the exercise price to the \nSecretary of the Company, or to such other person as the Company may \ndesignate, during regular business hours, together with such additional \ndocuments as the Company may then require pursuant to subparagraph 6(f) of \nthe Plan.\n\n       7.   This option is not transferable except by will, by the laws of \ndescent and distribution or pursuant to a qualified domestic relations order \nsatisfying the requirements of Rule 16b-3 of the Exchange Act, and is \nexercisable during your life only by you or a transferee pursuant to a \nqualified domestic relations order.  Notwithstanding the foregoing, you may, \nby delivering written notice to the Company in a form satisfactory to the \nCompany, designate a third party who, in the event of your death, shall \nthereafter be entitled to exercise this option.\n\n                                       2\n\n\n\n\n       8.   This option is not an employment or consulting agreement and \nnothing in this option shall be deemed to create in any way whatsoever any \nobligation on your part to continue in the service of the Company, or of the \nCompany to continue your service with the Company.\n\n       9.   Any notices provided for in this option or the Plan shall be \ngiven in writing and shall be deemed effectively given upon receipt or, in \nthe case of notices delivered by the Company to you, five (5) days after \ndeposit in the United States mail, postage prepaid, addressed to you at the \naddress specified below or at such other address as you hereafter designate \nby written notice to the Company.\n\n       10.  This option is subject to all the provisions of the Plan, a copy \nof which is attached hereto and its provisions are hereby made a part of this \noption, including without limitation the provisions of paragraph 6 of the \nPlan relating to option provisions, and is further subject to all \ninterpretations, amendments, rules and regulations which may from time to \ntime be promulgated and adopted pursuant to the Plan.  In the event of any \nconflict between the provisions of this option and those of the Plan, the \nprovisions of the Plan shall control.\n\n       Dated ________________, 19___\n\n                                       Very truly yours,\n\n                                       GILEAD SCIENCES, INC.\n\n                                       By: __________________________\n                                           John C. Martin\n                                           President and Chief Executive Officer\n\n\n\n\n                                      3\n\n\n\nThe undersigned:\n\n       (a)  Acknowledges receipt of the foregoing option and understands that \nall rights and liabilities with respect to this option are set forth in the \noption and the Plan; and\n\n       (b)  Acknowledges that as of the date of grant of this option, it sets \nforth the entire understanding between the undersigned optionee and the \nCompany and its affiliates regarding the acquisition of stock in the Company \nand supersedes all prior oral and written agreements on that subject with the \nexception of any stock options previously granted to the optionee by the \nCompany, and the following agreements only [if none, so state]:\n\n       NONE  _________________\n             (Initial)\n\n       OTHER _________________________________________________________\n\n             _________________________________________________________\n\n             _________________________________________________________\n\n             _________________________________________________________\n\n\n\n\n                       _______________________________________________\n                       Optionee\n                      \n\n            Address:   _______________________________________________\n\n                       _______________________________________________\n\n\n\n                                       4\n\n\n\n                               NOTICE OF EXERCISE\n\n\nGilead Sciences, Inc.\n333 Lakeside Drive                          Date of\nFoster City, CA 94404                       Exercise: _____________________\nAttn:  Corporate Secretary\n\nLadies and Gentlemen:\n\nThis constitutes notice under my Nonstatutory Stock Option that I elect to \npurchase the number of shares for the price set forth below.\n\n            Stock Option dated:        ____________________________________\n\n            Number of shares as to\n            which option is exercised: ____________________________________\n\n            Certificates to be\n            issued in name of:         ____________________________________\n\n            Total exercise price:     $____________________________________\n            Cash payment delivered\n            herewith:                 $____________________________________\n\n            Value of stock payment\n            delivered herewith:       $____________________________________\n\n\nBy this exercise, I agree to provide such additional documents as you may \nrequire pursuant to the terms of the 1995 Non-Employee Directors' Stock \nOption Plan.\n\n                                           Very truly yours,\n\n\n\n\n                           Signature:      ________________________________\n\n\n\n                           Printed Name:   ________________________________\n\n\n\n                                    5\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":[9539,9543],"class_list":["post-38223","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__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38223","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=38223"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38223"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38223"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38223"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}