AMYLIN PHARMACEUTICALS, INC. AMENDED AND RESTATED OFFICER CHANGE IN CONTROL SEVERANCE BENEFIT PLAN

EXHIBIT 10.2

AMYLIN PHARMACEUTICALS, INC.
AMENDED AND RESTATED
OFFICER CHANGE IN CONTROL
SEVERANCE BENEFIT PLAN

SECTION 1.                                                     INTRODUCTION

This Amylin Pharmaceuticals, Inc. Amended and Restated Officer Change in Control Severance Benefit Plan (the “ Plan ”) is designed to provide separation pay and benefits to Covered Employees, as such term is defined below.  This document constitutes the written instrument under which the Plan is maintained and supersedes any prior plan or practice of the Company that provides for the payment of severance benefits to Covered Employees in the form of cash and equity related benefits, except to the extent Covered Employees are parties to written agreements with the Company that expressly contemplate that such persons are also eligible to participate in the Plan.  The Plan was originally approved by the Compensation Committee of the Board of Directors of the Company effective February 8, 2001, and most recently amended and restated effective August 6, 2007.

SECTION 2.                                                     DEFINITIONS

For purposes of this Plan, the following terms shall have the meanings set forth below:

(a)           “Affiliate” means any corporation (other than the Company) in an “unbroken chain of corporations” beginning with the Company, if each of the corporations other then the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(b)           “Board” means the Board of Directors of the Company

(c)           “Cause” means, with respect to a Covered Employee, that, in the reasonable determination of the Company, such Covered Employee has (i) been convicted of or pleaded guilty or nolo contendere to a felony or any crime involving moral turpitude or dishonesty; (ii) participated in a fraud or act of dishonesty against the Company; (iii) willfully and materially breached a Company policy; (iv) intentionally damaged the Company’s property; (v) willfully and materially breached such Covered Employee’s Proprietary Information and Inventions Agreement with the Company; (vi) engaged in conduct that demonstrates gross unfitness to serve; or (vii) repeatedly failed to satisfactorily perform job duties to which such Covered Employee previously agreed in writing. The conduct described under clauses (iii), (vi) and (vii) above will only constitute Cause if such conduct is not cured within 90 days after the Covered Employee’s receipt of written notice from the Company or the Board specifying the particulars of the conduct that may constitute Cause.

(d)           “Change in Control” means the occurrence of any of the following:

(i)            any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities and Exchange Act of 1934, as amended from time to time, and any successor statute (the “Exchange Act”) (other than the Company, a subsidiary, an Affiliate, or a Company

employee benefit plan, including any trustee of such plan acting as trustee) is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction;

(ii)           there is consummated a sale or other disposition of all or substantially all of the assets of the Company (other than a sale to an entity where at least 50% of the combined voting power of the voting securities of such entity are owned by the stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale);

(iii)         there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such transaction, the stockholders immediately prior to the consummation of such transaction do not own, directly or indirectly, outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving entity in such transaction or more than 50% of the combined outstanding voting power of the parent of the surviving entity in such transaction.

(e)           “Company” means Amylin Pharmaceuticals, Inc., a Delaware corporation and its Affiliates, or following a Change in Control, the surviving entity resulting from such transaction.

(f)            “Compensation Committee” means the Compensation Committee of the Board.

(g)           “Constructive Termination” means, with respect to a Covered Employee, that such Covered Employee voluntarily terminates his or her employment with the Company (A) after (1) any of the following are undertaken without Cause and without such Covered Employee’s express written consent; (2) the Covered Employee notifies the Company in writing, within ninety (90) days after the occurrence of one of the following events, which notice specifies the condition giving rise to a Constructive Termination and that the Covered Employee intends to terminate his employment no earlier than thirty (30) days after the Company’s receipt of such notice; and (3) the Company does not cure such condition within thirty (30) days following its receipt of such notice or states unequivocally in writing that it does not intend to attempt to cure such condition; and (B) such voluntary termination occurs within thirty (30) days following the end of the period within which the Company was entitled to remedy the condition giving rise to a Constructive Termination but failed to do so:

(i)            a material reduction by the Company of such Covered Employee’s annual base salary as in effect during the last regularly scheduled payroll period immediately prior to the period commencing 90 days prior to the applicable Change in Control (or as increased thereafter), unless such reduction is made pursuant to an across-the-board reduction of the base salaries of all similarly situated Covered Employee’s of no more than ten percent (10%);

(ii)           such Covered Employee’s relocation, or the relocation of the Company’s principal executive offices if such Covered Employee’s principal office is at such offices by more than fifty (50) miles from the location at which such Covered Employee was performing

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his or her duties immediately prior to the 90 day period preceding the applicable Change in Control, except for required travel on the Company’s business to an extent substantially consistent with such Covered Employee’s business travel obligations immediately prior to the commencement of such period;

(iii)         such Covered Employee’s assignment during the period beginning ninety (90) days prior to and ending thirteen (13) months after the applicable Change in Control of any duties or responsibilities that results in a material diminution in such Covered Employee’s authority, duties or responsibilities from those in effect immediately prior to the commencement of such period; provided, however, that with respect only to those Covered Employees serving as the Chief Executive Officer and/or Chief Financial Officer of the Company immediately prior to the commencement of such period (each a “ Key Executive ”), if (i) in the case of the Key Executive so serving as Chief Executive Officer (the “ CEO ”), such Key Executive shall no longer report during such period directly to the Board of Directors of the Company or, following such Change in Control, shall not report directly to the board of directors of the publicly traded entity that is, or is part of the controlled group that includes, the successor or acquiring party in such Change in Control or (ii) in the case of the Key Executive so serving as Chief Financial Officer, there shall be a material diminution in the authority, duties or responsibilities of the supervisor to whom such Key Executive is required to report (including without limitation by reason of such Key Executive continuing to report to the CEO during such period but the CEO at any time during such period no longer reporting directly to the Board of Directors of the Company or, following such Change in Control, not reporting directly to the board of directors of the publicly traded entity that is, or is part of the controlled group that includes, the successor or acquiring party in such Change in Control) and/or a requirement that either such Key Executive or his or her supervisor shall report to a corporate officer or employee instead of reporting directly to the CEO), then, without limitation, in each case such Key Executive shall be considered to have suffered a material diminution in such Key Executive’s authority, duties or responsibilities; or

(iv)          a material breach by the Company of any provision of this Plan or any enforceable written agreement between such Covered Employee and the Company.

(h)           “Covered Employee” means a person eligible to participate in the Plan as provided in Section 3 herein.

(i)            “Covered Termination” means either a Constructive Termination or an Involuntary Termination Without Cause.

(j)            “Disability” means the Covered Employee is prevented from performing his duties hereunder by reason of any physical or mental incapacity that results in the Covered Employee’s satisfaction of all requirements necessary to receive benefits under the Company’s long-term disability plan due to a total disability.

(k)           “Executive Officer” means an officer who has been designated by the Company as an executive officer who is subject to Section 16 of the Securities Exchange Act of 1934.

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(l)            “Involuntary Termination Without Cause” means with respect to a Covered Employee such Covered Employee’s dismissal or discharge by the Company for a reason other than for Cause.  The termination of a Covered Employee’s employment will not be deemed to be an “Involuntary Termination Without Cause” if such Covered Employee’s termination occurs as a result of such Covered Employee’s death or Disability.

(m)          “Payment Commencement Date” means, with respect to a Covered Termination, (i) if such Covered Termination occurs prior to the effective date of the applicable Change in Control, the later of (A) the effective date of such Change in Control or (B) the effective date of the Release required by Section 4(e) or (ii) if such Covered Termination occurs on or after the effective date of the applicable Change in Control, the later of (X) the date of such Covered Termination or (Y) the effective date of the Release required by Section 4(e).

(n)           “ Plan Administrator ” has the meaning as provided in Section 7.

(o)           “ Qualified Plan ” means a plan sponsored by the Company or an Affiliate that is intended to be qualified under Section 401(a) of the Internal Revenue Code.

(p)           “Substantial Risk of Forfeiture Lapse Date” means, with respect to a Covered Termination, (i) if such Covered Termination occurs prior to the effective date of the applicable Change in Control, the effective date of such Change in Control, or (ii) if such Covered Termination occurs on or after the effective date of the applicable Change in Control, the date of such Covered Termination.

SECTION 3.                                                     ELIGIBILITY AND PARTICIPATION

A person is eligible to participate in the Plan if (i) such person is an employee of the Company or an Affiliate with the title of Vice-President or higher; (ii) such person has not entered into a separate individual “severance benefit” or “change in control agreement” with the Company (excluding any plan or arrangement, or any portion thereof, relating to equity compensation) except to the extent such person is a party to a written agreement with the Company that expressly contemplates that such person is also eligible to participate in the Plan; (iii) the Board has designated such person as eligible to participate in the Plan; and (iv) such person’s employment with the Company terminates due to either (A) an Involuntary Termination at any time during the period beginning ninety (90) days prior to and ending thirteen (13) months following the effective date of a Change in Control, or (B) a Constructive Termination for which the condition set forth in Section 2(g)(i)-(iv), as applicable, giving rise to the right to resign due to a Constructive Termination occurred at any time during the period beginning ninety (90) days prior to and ending thirteen (13) months following the effective date of a Change in Control.  The determination of whether an employee is a Covered Employee shall be made by the Company, in its sole discretion, and such determination shall be binding and conclusive on all persons.

SECTION 4.                                                     BENEFITS

Plan benefits will not affect a Covered Employee’s rights to payment of any other compensation from the Company that has been earned by the Covered Employee but has not yet been paid at the time of the Covered Termination.  Provided that all conditions for receiving benefits under

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the Plan are met, each Covered Employee is eligible to receive the following benefits:

(a)           Salary Continuation Payments.   The Company shall continue to pay the Base Salary of each Covered Employee, as in effect on the date of the applicable Covered Termination, for the number of months following the Payment Commencement Date set forth in the following table based on the most senior employment title of such Covered Employee in effect at the time of such Covered Termination:

Such amounts shall be paid to each such Covered Employee in regular installments on the normal payroll dates of the Company commencing with the first payroll period following the Payment Commencement Date.  Any salary continuation payments that any Covered Employee receives hereunder shall be subject to all required tax withholding.

“ Base Salary ” shall mean the Covered Employee’s base pay (excluding incentive pay, premium pay, commissions, overtime, bonuses and other forms of variable compensation), at the rate in effect during the last regularly scheduled payroll period immediately preceding the date of the Covered Termination, and prior to any reduction in base salary that would permit such Covered Employee to voluntarily terminate employment in a Constructive Termination pursuant to Section 2(g)(i).

(b)           Bonus Payment.  The Company shall pay to each Covered Employee a percentage of such Covered Employee’s Maximum Potential Bonus (defined below) as set forth in the following table based on the most senior employment title of such Covered Employee in effect at the time of the applicable Covered Termination:

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“Maximum Potential Bonus” means:

(i) if, on or prior to the date of the Covered Termination, the Compensation Committee shall have approved an Executive Cash Bonus Plan or similar plan applicable to such Covered Employee and related Company and/or Covered Employee individual performance goals thereunder (collectively, “Cash Bonus Plan” ) applicable for the year in which such Covered Termination occurs, the maximum full year cash bonus payable to such Covered Employee under such Cash Bonus Plan as if 100% of all such performance goals were attained for such year;

(ii) if, on or prior to the date of the Covered Termination, the Compensation Committee shall not have approved a Cash Bonus Plan applicable to such Covered Employee for the year in which such Covered Termination occurs, but a Cash Bonus Plan applicable to such Covered Employee exists for the year immediately preceding the year in which such Covered Termination occurs, the maximum full year cash bonus payable to such Covered Employee under the Cash Bonus Plan in effect for such immediately preceding year as if 100% of all applicable performance goals were attained; or

(iii) if, on or prior to the date of the Covered Termination, the Compensation Committee shall not have approved a Cash Bonus Plan applicable to such Covered Employee for either the year in which such Covered Termination occurs or the immediately preceding year, the largest maximum full year cash bonus payable to any other Company officer with an employment title equivalent to or below the employment title of such Covered Employee as of the date of the Covered Termination, under either a Cash Bonus Plan in effect for the year of such Covered Termination or the immediately preceding the year as if 100% of all applicable performance goals were attained.

Any such bonus payment pursuant to this Section 4(b) shall be in a single lump sum to be paid within ten (10) days following the Payment Commencement Date.  Any bonus payments that any Covered Employee receives shall be subject to all required tax withholding.

(c)           COBRA Premium Benefits .  If a Covered Employee is eligible to elect continued group health plan coverage under Consolidated Omnibus Budget Reconciliation Act of 1985 (“ COBRA ”) following a Covered Termination, regardless of whether the Covered Employee makes an election for continued COBRA coverage, the Company shall pay a single

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lump sum payment equal to 140% of the full amount of the Covered Employee’s COBRA premiums for the Covered Employee’s continued coverage under the Company’s group health plans, including the cost of coverage for the Covered Employee’s eligible dependents, for a period of eighteen (18) months.  For purposes of this Section 4(c), references to COBRA premiums shall not include any amounts payable by the Covered Employee under an Internal Revenue Code Section 125 health care reimbursement plan.  Any such payment that such Covered Employee receives shall be subject to all required tax withholding and shall be paid in a single lump sum within ten (10) days following the Payment Commencement Date.

(d)           Equity Award Vesting Acceleration Benefits.   Effective as of the date of the Covered Employee’s Covered Termination: (i) the vesting and exercisability of all outstanding options to purchase the Company’s common stock that are held by the Covered Employee on such date shall be accelerated in full as of the date of such Covered Termination, (ii) any reacquisition or repurchase rights held by the Company in respect of common stock issued pursuant to any other stock award granted to the Covered Employee by the Company shall lapse in full as of the date of such Covered Termination, and (iii) the vesting of any other stock awards granted to the Covered Employee by the Company, and any issuance of shares triggered by the vesting of such stock awards, shall be accelerated in full as of the date of such Covered  Termination.   If the Covered Termination occurs prior to the effective date of the applicable Change in Control, such vesting acceleration shall be deemed effective as of the date of the Covered Termination.  Notwithstanding the foregoing, this Section 4(d) shall not apply to stock awards issued under or held in any Qualified Plan.

(e)           Conditions to Receipt of Benefits.    In order to be eligible to receive any benefits under the Plan, a Covered Employee also must satisfy each of the following conditions:

(i)            The Covered Employee or his or her representative must execute a general waiver and release of claims in  substantially the form attached hereto as Exhibit A, Exhibit B or Exhibit C, as appropriate (the “ Release ”), within the time period set forth therein, but in no event later than (i) if a Change in Control shall have occurred prior to such Covered Termination, forty-five (45) days following termination of employment or (ii) if a Change in Control shall not have occurred prior to such Covered Termination, the later of (A) forty-five (45) days following termination of employment or (B) ten (10) days following the effective date of such Change in Control, and such release must become effective in accordance with its terms.  The Company, in its discretion, may modify the form of the required Release at any time to comply with applicable law and shall determine the form of the required Release, which may be incorporated into a termination agreement or other agreement with the Covered Employee.

(ii)           Following any notification of Involuntary Termination Without Cause by the Company, the Covered Employee must reasonably satisfactorily perform his or her assigned job duties until the date set by the Company for the termination of employment, which date may not exceed thirty (30) days following such notification.

(f)            Termination of Benefits.   With respect to each Covered Employee, benefits under this Plan shall terminate immediately if such Covered Employee, at any time, violates any provision of the Proprietary Information and Inventions Agreement or any other proprietary information, confidentiality or non-solicitation obligation to the Company.

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(g)           Non-Duplication of Benefits.   No Covered Employee is eligible to receive benefits under this Plan more than one time.

(h)           Offset for Indebtedness.   If a Covered Employee is indebted to the Company at his or her termination date, the Company reserves the right to offset any salary continuation severance payments or other payments under the Plan by the amount of such indebtedness.  Additionally, if a Covered Employee is subject to withholding for taxes related to any non-Plan benefits, the Company may offset any salary continuation severance payments or other payments under the Plan by the amount of such withholding taxes.

(i)            Certain Reductions.  The Company, in its sole discretion, shall have the authority to reduce a Covered Employee’s benefits under this Plan, in whole or in part, by any other severance benefits, pay in lieu of notice, or other similar benefits payable to the Covered Employee by the Company or an Affiliate of the Company that become payable in connection with the Covered Employee’s termination of employment pursuant to any applicable legal requirement, including, without limitation, the Worker Adjustment and Retraining Notification Act, the California Plant Closing Act, or any other similar state law, and the Plan Administrator shall so construe and implement the terms of the Plan; provided, however, that notwithstanding the foregoing and any other provision in the Plan to the contrary, such reductions shall in no event reduce the cash severance benefits provided under this Plan to less than two (2) weeks of Base Salary (as such term is defined above).  The Company’s decision to apply such reductions to any particular Covered Employee and the amount of such reductions shall in no way obligate the Company to apply the same reductions in the same amounts to any other Covered Employee, even if similarly situated.  In the Company’s sole discretion, such reductions may be applied on a retroactive basis, with salary continuation severance payments or other severance benefits previously paid being re-characterized as payments pursuant to the Company’s statutory obligation.

(j)            Deferred Compensation.  Benefits payable under the Plan on or before March 15 of the calendar year following the calendar year including the Substantial Risk of Forfeiture Lapse Date are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and thus will be payable pursuant to the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of the Treasury Regulations.  Benefits payable under the Plan after March 15 of the calendar year following the calendar year including the Substantial Risk of Forfeiture Lapse Date are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations, to the maximum extent permitted by said provision, with any excess amount being regarded as subject to the distribution requirements of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as amended (the “ Code ”), including, without limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payment to the Covered Employee be delayed until 6 months after separation from se