AMENDMENT NO. 4
TO THE
MEDICIS 2006 INCENTIVE AWARD PLAN
This
Amendment No. 4 (“ Amendment ”) to the
Medicis 2006 Incentive Award Plan, as amended (the “
Plan ”), is adopted by Medicis Pharmaceutical
Corporation, a Delaware corporation (the “ Company
”), as of March 26, 2009.
A.
The Stock Option and Compensation Committee (the “
Committee ”) of the Board of Directors of the Company
deems it advisable and in the best interest of the Company and its
stockholders to amend the Plan, as provided below.
B.
Pursuant to Section 11.2 of the Plan, the Committee has the
authority to amend the Plan.
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1.
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Section 2.1 of the Plan is
hereby amended and restated in its entirety to read as
follows:
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“2.1.
Shares Subject to Plan.
(a) Subject to
Section 11.3 and Section 2.1(b), the aggregate number of
shares of Common Stock that may be issued or transferred pursuant
to Awards under the Plan shall not exceed 3,416,511 shares (the
“Authorized Shares”). In addition, in the event of any
cancellation, termination, expiration or forfeiture of any Prior
Award during the term of the Plan (including any shares of Common
Stock that are forfeited by the holder or repurchased by the
Company pursuant to the terms of the applicable award agreement at
a price not greater than the original purchase price paid by the
holder), the number of shares of Common Stock that may be issued or
transferred pursuant to Awards under the Plan shall automatically
be increased by one share for each share subject to such Prior
Award that is so cancelled, terminated, expired, forfeited or
repurchased (collectively, the “Cancelled Prior Award
Shares”). The aggregate number of shares of Common Stock
available for issuance under the Plan pursuant to this
Section 2.1 shall be reduced by one share for each share of
Common Stock delivered in settlement of any Full Value Award. In no
event, however, shall the aggregate number of Authorized Shares and
Cancelled Prior Award Shares made available for issuance under the
Plan exceed 7,500,000.
(b) To the extent
that an Award terminates, expires, lapses or is forfeited for any
reason, any shares of Common Stock then subject to such Award shall
again be available for the grant of an Award pursuant to the Plan;
provided , however , that the number of shares that
shall again be available for the grant of an Award pursuant to the
Plan shall be increased by one share for each share of Common Stock
subject to a Full Value Award at the time such Full Value Award
terminates, expires, lapses or is forfeited for any reason. To
the
extent
permitted by applicable law or any exchange rule, shares of Common
Stock issued in assumption of, or in substitution for, any
outstanding awards of any entity acquired in any form of
combination by the Company or any Subsidiary shall not be counted
against shares of Common Stock available for grant pursuant to this
Plan.
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