Exhibit 99.7
GILEAD SCIENCES,
INC.
RESTRICTED STOCK UNIT ASSUMPTION
AGREEMENT
RESTRICTED STOCK UNIT ASSUMPTION
AGREEMENT made as of the
day of April 2009 by and between Gilead Sciences, Inc., a
corporation formed under the laws of Delaware
(“Gilead”) and
(“Participant”).
WHEREAS , Participant holds one or more outstanding
restricted stock unit awards covering shares of the common stock of
CV Therapeutics, Inc., a Delaware corporation (“CVT”),
which were granted to Participant under the Amended and Restated
2000 Equity Incentive Plan (the “Plan”) on or after
March 1, 2009 and which are each evidenced by a Restricted
Stock Unit Agreement (collectively, the “RSU
Agreement”).
WHEREAS , Gilead acquired CVT pursuant to an Agreement
and Plan of Merger, dated as of March 12, 2009, by and among
Gilead, CVT and Apex Merger Sub, Inc., a Delaware corporation and
wholly-owned subsidiary of Gilead (“Merger Sub”),
whereby Merger Sub conducted a cash tender offer (the “Tender
Offer”) to purchase all of the outstanding shares of CVT
common stock (“CVT Stock”) at a purchase price of
$20.00 per share, net to the holder of such share in cash (such
dollar amount, the “Offer Price”). Following completion
of the Tender Offer in which more than fifty percent (50%) of
the CVT Stock was acquired, Merger Sub merged with and into CVT,
and the shares of CVT Stock not purchased in the Tender Offer were
converted into the right to receive the Offer Price in
cash.
WHEREAS , the provisions of the Merger Agreement
required Gilead to assume the obligations of CVT under each
restricted stock unit award granted on or after March 1, 2009
(each, a “CVT RSU Award”) that is outstanding under the
Plan immediately prior to the consummation of the Merger (the
“Effective Time”) and to issue to the holder of each
such outstanding CVT RSU Award an agreement evidencing the
assumption of such award by Gilead.
WHEREAS , the applicable conversion ratio (the
“Conversion Ratio”) in effect for the assumption of the
CVT RSU Awards under the Plan, as determined in accordance with the
formula provisions of the Merger Agreement, is 0.4325 ($20.00 per
share of CVT Stock divided by $46.24, the average closing price of
Gilead common stock for the five consecutive trading days
immediately preceding the Effective Time).
WHEREAS , Gilead’s assumption of
Participant’s outstanding CVT RSU Awards under the Plan
became effective immediately upon the Effective Time, and the
purpose of this Agreement is to reflect certain adjustments to
Participant’s outstanding CVT RSU Awards which have become
necessary by reason of such assumption.
NOW, THEREFORE
, it is hereby agreed as
follows:
1. The number of shares of CVT Stock
subject to the CVT RSU Awards held by Participant immediately prior
to the Effective Time is set forth on the statement attached
hereto. Gilead hereby assumes, as of the Effective Time, all the
duties and obligations of CVT under each of the CVT RSU Awards. In
connection with such assumption, the number of shares of Gilead
common stock (“Gilead Stock”) issuable under each
assumed CVT RSU Award is hereby adjusted to reflect the Conversion
Ratio. Accordingly, the number of shares of Gi
