Exhibit 10.19
NON-EMPLOYEE BOARD
MEMBER
GILEAD SCIENCES,
INC.
STOCK OPTION
AGREEMENT
RECITALS
A. Optionee is to render valuable
services to the Corporation as a non-employee Director, and this
Agreement is executed pursuant to, and is intended to carry out the
purposes of, the Plan in connection with the Corporation’s
grant of an option to Optionee in his or her capacity as a
non-employee Director.
B. All capitalized terms in this
Agreement shall have the meaning assigned to them in the attached
Appendix.
NOW, THEREFORE,
the Corporation hereby grants an
option to Optionee upon the following terms and
conditions:
1. Grant of Option .
The Corporation hereby grants to Optionee, as of the Grant Date, an
option to purchase the Option Shares under the Plan. The number of
Option Shares purchasable under the option, the applicable vesting
schedule for the option, the exercise price per share and the
remaining terms and conditions governing the option shall be as set
forth in this Agreement.
AWARD SUMMARY
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Optionee :
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«FIRST_NAME»
«MIDDLE_NAME» «LAST_NAME»
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Grant
Date :
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«OPTION_DATE»
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Exercise
Price :
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«OPTION_PRICE» per share
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Number of
Option Shares :
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«SHARES_GRANTED» shares of Common
Stock
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Expiration
Date :
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«EXPIRATION_DATE_PERIOD_1»*
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Type of
Option :
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Non-Statutory
Stock Option
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Exercise
Schedule :
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The option will
vest and become exercisable for the Option Shares in four (4)
successive equal quarterly installments upon Optionee’s
completion of each quarter of Continuous Service over the one (1)
year period measured from the Grant Date.
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* The option will in no event remain
exercisable beyond the close of business on the last business day
immediately prior to the Expiration Date.
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2. Option Term . The
term of this option shall commence on the Grant Date and continue
to be in effect until the close of business on the last business
day prior to the Expiration Date, unless sooner terminated in
accordance with Paragraph 5 or 6 below.
3. Limited
Transferability . The following provisions shall govern the
transferability of this option:
(a) This option may be assigned in
whole or in part during Optionee’s lifetime to one or more
members of Optionee’s Immediate Family or to a trust
established for the Optionee and/or one or more Immediate Family
members, provided such assignment constitutes a gratuitous transfer
by the Optionee for which no consideration is directly or
indirectly received. The assigned portion may only be exercised by
the person who acquires a proprietary interest in the option
pursuant to the assignment. The terms applicable to the assigned
portion shall be the same as those in effect for the option
immediately prior to such assignment and shall be set forth in such
documents to be executed by the Optionee and the assignee as the
Corporation may deem appropriate.
(b) Optionee may also designate one
or more persons as the beneficiary or beneficiaries of this option.
Should Optionee die while holding this option, then the option
shall, in accordance with such designation, be automatically
transferred to such beneficiary or beneficiaries upon the
Optionee’s death. Such beneficiary or beneficiaries shall
take the transferred option subject to all the terms and conditions
of this Agreement, including (without limitation) the limited time
period during which this option may, pursuant to Paragraph 5 below,
be exercised following Optionee’s death.
4. Dates of Exercise .
This option shall become exercisable for the Option Shares in a
series of installments over Optionee’s period of Continuous
Service in accordance with the Exercise Schedule set forth in
Paragraph 1 above. As the option becomes exercisable for such
installments, those installments shall accumulate, and the option
shall remain exercisable for the accumulated installments until
(i) the close of business on the last business day prior to
the Expiration Date or (ii) the sooner termination of the
option term under Paragraph 5 or 6 below.
5. Cessation of
Service . The option term specified in Paragraph 2 above
shall terminate (and this option shall cease to be outstanding)
prior to the Expiration Date should any of the following provisions
become applicable:
(a) Except as otherwise expressly
provided in subparagraphs (b) through (d) of this
Paragraph 5, should Optionee cease to remain in Continuous Service
for any reason while this option is outstanding, then Optionee
shall have until the close of business on the last business day
prior to the expiration of the three-(3) year period measured
from the date of such cessation of Continuous Service during which
to exercise this option for any or all of the Option Shares for
which this option is at the time vested and exercisable, but in no
event shall this option be exercisable at any time after the close
of business on the last business day prior to the Expiration
Date.
(b) Should Optionee’s
Continuous Service terminate by reason of his or her death while
this option is outstanding, then this option may be exercised for
any or all of the Option Shares at the time subject to this option
by (i) the personal representative of Optionee’s estate,
(ii) the person or persons to whom the option is transferred
pursuant to Optionee’s will or the laws of inheritance
following Optionee’s death or (iii) the person or
persons to whom this option is transferred during Optionee’s
lifetime pursuant to a permitted transfer under Paragraph 3(a)
above, as the case may be. However, if Optionee dies while holding
this option and has an effective beneficiary designation in effect
for this option at the time of his or her death, then the
designated beneficiary or beneficiaries shall have the exclusive
right to exercise this option following Optionee’s death. Any
such right to exercise this option shall lapse, and this option
shall cease to be outstanding, upon the close of business on the
last business day prior to the earlier of
(i) the expiration of the three-(3) year period measured
from the date of Optionee’s death or (ii) the Expiration
Date. Upon the expiration of such limited exercise period, this
option shall terminate and cease to be outstanding for any
exercisable Option Shares for which the option has not otherwise
been exercised.
(c) The applicable period of
post-service exercisability in effect pursuant to the foregoing
provisions of this Paragraph 5 shall automatically be extended by
an additional period of time equal in duration to any interval
within such post-service exercise period during which the exercise
of this option or the immediate sale of the Option Shares acquired
under this option cannot be effected in compliance with applicable
federal and state securities laws, but in no event shall such an
extension result in the continuation of this option beyond the
close of business on the last business day prior to the Expiration
Date.
(d) Should Optionee’s
Continuous Service be terminated for Cause, or should Optionee
engage in any other conduct, while in such service or following
cessation of Continuous Service, that is materially detrimental to
the business or affairs of the Corporation (or any Related Entity),
as determined in the sole discretion of the Administrator, then
this option shall terminate immediately and cease to be
outstanding.
(e) For purposes of the foregoing
provisions of this Paragraph 5, Optionee shall not be deemed to
cease Continuous Service if Optionee continues to serve the
Corporation as a Director Emeritus immediately following his or her
cessation of service as a Board member without an intervening break
in Continuous Service.
6. Change in Control
.
(a) Should Optionee remain in
Continuous Service until the effective date of a Change in Control,
then this option, to the extent outstanding at the time but not
otherwise fully exercisable, shall automatically accelerate so that
this option shall, immediately prior to the effective date of such
Change in Control, become exercisable for all of the Option Shares
at the time subject to this option and may be exercised for any or
all of those Option Shares as fully vested shares of Common
Stock.
(b) Immediately following the
consummation of a Change in Control transaction, this option shall
terminate and cease to be outstanding, except to the extent assumed
by the successor corporation (or parent thereof) or otherwise
continued in effect pursuant to the terms of the Change in Control
transaction.
(c) If this option is assumed in
connection with a Change in Control or otherwise continued in
effect, then this option shall be appropriately adjusted,
immediately after such Change in Control, to apply to the number
and class of securities into which the shares of Common Stock
subject to this option would have been converted in consummation of
such Change in Control had those shares actually been outstanding
at the time. Appropriate adjustments shall also be made to the
Exercise Price, provided the aggregate Exercise Price shall remain
the same. To the extent the actual holders of the
Corporation’s outstanding Common Stock receive cash
consideration for their Common Stock in consummation of the Change
in Control, the successor corporation may, in connection with the
assumption or continuation of this option but subject to the
Administrator’s approval, substitute one or more shares of
its own common stock with a fair market value equivalent to the
cash consideration paid per share of Common Stock in such Change in
Control, provided such common stock is readily tradable on an
established U.S. securities exchange or market.
(d) This Agreement shall not in any
way affect the right of the Corporation to adjust, reclassify,
reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all
or any part of its business or assets.
7. Adjustment in Option
Shares . Should any change be made to the Common Stock by
reason of any stock split, stock dividend, recapitalization,
combination of shares, exchange of shares, spin-off transaction, or
other change affecting the outstanding Common Stock as a class
without the Corporation’s receipt of consideration, or should
the value of outstanding shares of Common Stock be substantially
reduced as a result of a spin-off transaction or an extraordinary
dividend or distribution, or should there occur any merger,
consolidation or other reorganization, then equitable and
proportional adjustments shall be made by the Administrator to
(i) the total number and/or class of securities subject to
this option and (ii) the Exercise Price. The adjustments shall
be made in such manner as the Administrator deems appropriate in
order to reflect such change, and those adjustments shall be final,
binding and conclusive upon Optionee and any other person or
persons having an interest in the option. In the event of any
Change in Control transaction, the adjustment provisions of
Paragraph 6(c) above shall be controlling.
8. Stockholder Rights
. The holder of this option shall not have any stockholder rights
with respect to the Option Shares until such person shall have
exercised the option, paid the Exercise Price and become a holder
of record of the purchased shares.