Exhibit 10.2
AMYLIN PHARMACEUTICALS, INC.
2003 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN
STOCK OPTION AGREEMENT
(NONSTATUTORY STOCK OPTION)
Pursuant to your Stock Option Grant
Notice (“Grant Notice”) and this Stock Option
Agreement, Amylin Pharmaceuticals, Inc. (the
“Company”) has granted you an option pursuant to the
Company’s 2003 Non-Employee Directors’ Stock Option
Plan (the “Plan”) to purchase the number of shares of
the Company’s Common Stock indicated in your Grant Notice at
the exercise price indicated in your Grant Notice. Options
granted under the Plan are issued under the Company’s 2001
Equity Incentive Plan or any successor equity incentive plan
thereto (the “Incentive Plan”), and any shares of the
Company’s Common Stock issued upon exercise of your option
will be issued out of shares reserved for issuance under the
Incentive Plan. Defined terms not explicitly defined in this
Stock Option Agreement but defined in the Incentive Plan shall have
the same definitions as in the Incentive Plan except to the extent
otherwise defined in the Plan.
The details of your option are as
follows:
1.
VESTING. Subject to
the limitations contained herein, your option will vest as set
forth in the Plan, provided that vesting will cease upon the
termination of your Continuous Service.
2.
NUMBER OF SHARES AND EXERCISE PRICE. The number of shares of Common Stock subject to
your option and your exercise price per share referenced in your
Grant Notice may be adjusted from time to time for capitalization
adjustments, as provided in the Plan.
3.
METHOD OF PAYMENT. Payment of the exercise price is due in full
upon exercise of all or any part of your option. You may
elect to make payment of the exercise price in cash or by check or
in any other manner permitted by your Grant Notice, which may
include one or more of the following:
(a)
In the Company’s sole
discretion at the time your option is exercised and provided that
at the time of exercise the Common Stock is publicly traded and
quoted regularly in The Wall Street Journal, pursuant to a program
developed under Regulation T as promulgated by the Federal Reserve
Board that, prior to the issuance of Common Stock, results in
either the receipt of cash (or check) by the Company or the receipt
of irrevocable instructions to pay the aggregate exercise price to
the Company from the sales proceeds.
(b)
Provided that at the time of
exercise the Common Stock is publicly traded and quoted regularly
in The Wall Street Journal, by delivery of already-owned shares of
Common Stock either that you have held for the period required to
avoid a charge to the Company’s reported earnings (generally
six months) or that you did not acquire, directly or indirectly
from the Company, that are owned free and clear of any liens,
claims, encumbrances or security interests, and that are valued at
Fair Market Value on the date of exercise.
“Delivery”
1
for these purposes, in the sole discretion of
the Company at the time you exercise your option, shall include
delivery to the Company of your attestation of ownership of such
shares of Common Stock in a form approved by the Company.
Notwithstanding the foregoing, you may not exercise your option by
tender to the Company of Common Stock to the extent such tender
would violate the provisions of any law, regulation or agreement
restricting the redemption of the Company’s stock.
(c)
Pursuant to the following deferred
payment alternative:
(i)
Not less than one hundred percent
(100%) of the aggregate exercise price, plus accrued interest,
shall be due (i) on the date designated by the Company in its
sole and absolute discretion but not to exceed four (4) years
from date of exercise, or (ii) at the Company’s
election, upon termination of your Continuous Service.
(ii)
Interest shall be compounded at
least annually and shall be charged at the market rate of interest
necessary to avoid a charge to earnings for financial accounting
purposes.
(iii)
At any time that the Company is
incorporated in Delaware, payment of the Common Stock’s
“par value,” as defined in the Delaware General
Corporation Law, shall be made in cash and not by deferred
payment.
(iv)
In order to elect the deferred
payment alternative, you must, as a part of your written notice of
exercise, give notice of the election of this payment alternative
and, in order to secure the payment of the deferred exercise price
to the Company hereunder, if the Company so requests, you must
tender to the Company a promissory note and a security agreement
covering the purchased shares of Common Stock, both in form and
substance satisfactory to the Company, or such other or additional
documentation as the Company may request.
4.
WHOLE SHARES. You
may exerc
