{"id":38481,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/agreement-gilead-sciences-inc-and-michael-f-bigham.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"agreement-gilead-sciences-inc-and-michael-f-bigham","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/agreement-gilead-sciences-inc-and-michael-f-bigham.html","title":{"rendered":"Agreement &#8211; Gilead Sciences Inc. and Michael F. Bigham"},"content":{"rendered":"<pre>                                      AGREEMENT\n\n\n      This Agreement (this 'Agreement') is made and entered into by and between\nGilead Sciences, Inc., a Delaware corporation ('Gilead') and Michael F. Bigham\n('Employee'), effective as of May 24, 1996.\n\n      WHEREAS, Employee has tendered his resignation from all positions he\nholds with Gilead, effective as set forth below, in order to accept a position\nas President and Chief Executive Officer of another company; and\n\n      WHEREAS, Gilead has accepted Employee's resignation, and wishes to\nprovide him with certain benefits in consideration of Employee's promises and\ncovenants as contained herein;\n\n      NOW THEREFORE, in consideration of the mutual promises and covenants\ncontained herein, it is hereby agreed by and between the parties hereto as\nfollows:\n\n      1. RESIGNATION. Employee hereby resigns from the position of Executive\nVice President for Operations and Chief Financial Officer and from all other\npositions he holds with the Company, effective as of July 1, 1996.  Gilead\nhereby accepts such resignation.  From the effective date of this Agreement\nthrough July 1, 1996, Employee shall remain in his current position at his\ncurrent level of salary and benefits, subject to Gilead's policies and\nprocedures.  After July 1, 1996, the parties shall have no further obligations\nto each other except as provided in this Agreement or in other written\nagreements between Employee and Gilead.\n\n      2. STOCK OPTIONS. Exhibit A attached hereto sets forth all of the Gilead\nstock options held by Employee as of the date of this Agreement, identified as\nOption A through Option G on Exhibit A (the 'Options').  Employee and Gilead\nagree that the Options are hereby amended as follows, effective as of the date\nof this Agreement:\n\n      (a) All of the unvested shares remaining under Option A (currently 32,396\n      shares) shall be accelerated and Option A shall become exercisable in\n      full upon the granting of marketing approval for Vistide-Registered \n      Trademark-  (cidofovir injection) by the U.S. Food and Drug\n      Administration, provided such approval occurs before May 1, 1997.\n\n      (b) Options B and C are converted from incentive stock options to\n      nonqualified stock options.\n\n      (c) Vesting under all of the Options shall continue until July 1, 1996\n      and shall thereafter terminate, except to the extent provided in (a)\n      above with respect to Option A.\n\n      (d) To the extent vested, all of the Options shall be exercisable at any\n      time on or before May 1, 1998, in whole or in part, notwithstanding the\n      termination of Employee's employment.\n\n      3. LOAN. The Loan Agreement entered into between the Company and Employee\nas of August 18, 1992 is hereby modified such that the $100,000 loan Employee\nreceived thereunder shall be due and payable in full on the earlier of May 1,\n1997 or the date on which Employee's new employer replaces such loan, without\ninterest if paid by such date, payable as otherwise provided in such Loan\nAgreement.\n\n\n                                          1.\n\n\n\n      4. RELEASE OF CLAIMS. Gilead and Employee each agree to release and\nforever discharge the other party from any claims, disputes, damages, payments\nor obligations of any kind arising out of or related to Employee's employment by\nor resignation from Gilead, to the extent such claims, disputes, damages,\npayments or obligations arise out of agreements, events or conduct occurring at\nany time prior to the date of this Agreement.  Each party acknowledges that it\nhas read and understands Section 1542 of the Civil Code of the State of\nCalifornia regarding general releases of unknown claims, and expressly waives\nthe benefits and rights created by such section with respect to the release\ngranted in this Agreement.  This release shall not apply to or affect any claims\nthat either party may have arising out of the obligations created by this\nAgreement or other written agreements between Employee and Gilead.\n\n      5. GENERAL PROVISIONS.\n\n                 a.     GOVERNING  LAW.  This Agreement shall be governed in\nall respects by the laws of the State of California as such laws are applied to\nagreements between California residents entered into and performed entirely in\nCalifornia.\n\n                 b.     SUCCESSORS AND ASSIGNS.  Except as otherwise expressly\nprovided herein, the provisions hereof shall inure to the benefit of, and be\nbinding upon, the successors, assigns, heirs, executors and administrators of\nthe parties hereto.\n\n                 c.     ENTIRE AGREEMENT.  This Agreement constitutes the full\nand entire understanding and agreement between the parties with regard to the\nsubject matter hereof and neither party shall be liable or bound to the other\nparty in any manner by any representations, warranties, covenants and agreements\nexcept as specifically set forth herein and therein.\n\n                 d.     SEPARABILITY.  In case any provision of this Agreement\nshall be invalid, illegal or unenforceable, the validity, legality and\nenforceability of the remaining provisions shall not in any way be affected or\nimpaired thereby.\n\n                 e.     COUNTERPARTS.  This Agreement may be executed in any\nnumber of counterparts, each of which shall be an original, but all of which\ntogether shall constitute one instrument.\n\n\n      IN WITNESS WHEREOF, the parties have duly authorized and caused this\nAgreement to be executed as of the effective date first set forth above.\n\n\n\nGILEAD SCIENCES, INC.                            EMPLOYEE\n\n\n\nBy\n  -----------------------                        -------------------------\n                                                 Michael F. Bigham\n\n\n                                          2.\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":[9539,9551],"class_list":["post-38481","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__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38481","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=38481"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38481"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38481"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38481"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}