Exhibit 10.15
GILEAD SCIENCES,
INC.
STOCK OPTION
AGREEMENT
RECITALS
A. Optionee is to render valuable
services to the Corporation (or a Related Entity), 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.
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 the person identified on attached
Schedule I (the “Optionee”) an option to purchase
shares of Common Stock under the Plan. The date on which this
option is granted (the “Grant Date”), the number of
shares of Common Stock purchasable under this option (the
“Option Shares”), the exercise price payable per share
(the “Exercise Price”), the applicable vesting schedule
by which this option shall vest and become exercisable
incrementally for the Option Shares (the “Vesting
Schedule”) and the date to be used to measure the maximum
term of this option (the “Expiration Date”) are also
indicated on attached Schedule I to this Agreement. The option is a
non-statutory option under the US federal income tax laws. The
remaining terms and conditions governing this option shall be as
set forth in this Agreement.
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 specified in attached Schedule I,
unless sooner terminated in accordance with Paragraph 5 or 6
below.
3. Limited
Transferability .
(a) This option may be assigned in
whole or in part during Optionee’s lifetime to a Living
Trust. The assigned portion may only be exercised by the Living
Trust. 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 Living Trust as the Corporation may deem
appropriate.
(b) Except for the limited
transferability provided under Paragraph 3(a), this option shall be
neither transferable nor assignable by Optionee other than by will
or the laws of inheritance following Optionee’s death and may
be exercised, during Optionee’s lifetime, only by Optionee.
However, Optionee may designate one or more persons as the
beneficiary or beneficiaries of this option by completing the
Corporation’s Universal Beneficiary Designation form and
filing the completed form with the Corporation’s Human
Resources Department. Should Optionee file such Universal
Beneficiary Designation form and die while holding this option,
then this option shall automatically be transferred to the
designated
beneficiary or beneficiaries. 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 vest and become exercisable for the Option Shares
in a series of installments in accordance with the Vesting Schedule
set forth in attached Schedule I. As the option vests and becomes
exercisable for such installments, those installments shall
accumulate, and the option shall remain exercisable for the
accumulated installments until the last business day prior to the
Expiration Date or any 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 (f) 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)-month 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 vested and exercisable at the time of
Optionee’s cessation of Continuous Service, 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) In the event Optionee ceases
Continuous Service 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 for which this option is vested and
exercisable at the time of Optionee’s cessation of Continuous
Service, by (i) the personal representative of
Optionee’s estate or (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. 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 twelve
(12)-month 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) Should Optionee cease Continuous
Service by reason of Permanent Disability 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 twelve
(12)-month 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 vested and
exercisable at the time of such cessation of Continuous Service. In
no event, however, shall this option be exercisable at any time
after the close of business on the last business day prior to the
Expiration Date.
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(d) Except as otherwise precluded by
Applicable Laws, should (i) Optionee cease Continuous Service
after completion of at least three (3) years of Continuous
Service and (ii) the sum of Optionee’s attained age and
completed years of Continuous Service at the time of such cessation
of service equals or exceeds seventy (70) years, then Optionee
shall have until the close of business on the last business day
prior to the expiration of the thirty-six (36)-month 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 vested and exercisable at the time
of such cessation of Continuous Service. In no event, however,
shall this option be exercisable at any time after the close of
business on the last business day prior to the Expiration
Date.
(e) 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.
(f) Should Optionee’s
Continuous Service be terminated for Cause, or should Optionee
engage in any other conduct, while in Continuous 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, whether or not vested and
exercisable at the time, shall terminate immediately and cease to
be outstanding.
(g) During the limited period of
post-service exercisability provided under this Paragraph 5, this
option may not be exercised in the aggregate for more than the
number of Option Shares for which this option is at the time vested
and exercisable. Except to the extent (if any) specifically
authorized by the Administrator pursuant to an express written
agreement with the Optionee, this option shall not vest or become
exercisable for any additional Option Shares, whether pursuant to
the normal Vesting Schedule set forth in attached Schedule I or the
special vesting acceleration provisions of Paragraph 6 below,
following Optionee’s cessation of Continuous Service. Upon
the expiration of such limited exercise period or (if earlier) upon
the close of business on the last business day prior to the
Expiration Date, this option shall terminate and cease to be
outstanding for any exercisable Option Shares for which the option
has not otherwise been exercised.
6. Special Acceleration of
Option .
(a) This option, to the extent
outstanding at the time of an actual Change in Control 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.
However, this option shall not become exercisable on
such an accelerated basis if and to the extent:
(i) this
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option is to be assumed by the successor
corporation (or parent thereof) or is otherwise to continue in full
force and effect pursuant to the terms of the Change in Control
transaction, (ii) this option is to be replaced with an
economically-equivalent substitute award or (iii) this option
is to be replaced with a cash retention program of the successor
corporation which preserves the spread existing at the time of the
Change in Control on any Option Shares for which this option is not
otherwise at that time vested and exercisable (the excess of the
Fair Market Value of those Option Shares over the aggregate
Exercise Price payable for such shares) and provides for the
subsequent vesting and concurrent payout of that spread in
accordance with the same Vesting Schedule for those Option Shares
as set forth in attached Schedule I.
(b) Immediately following the
consummation of the Change in Control, 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) If this option is assumed or
otherwise continued in effect in connection with a Change in
Control or replaced with an economically-equivalent award or a cash
retention program in accordance with Paragraph 6(a) above,
then:
(i) the option (or such economically
equivalent award) shall vest and become immediately exercisable for
all of the Option Shares or other securities at the time subject to
the option (or such award) and may, within the applicable exercise
period under Paragraph 5, be exercised for any or all of those
Option Shares or other securities as fully vested shares or
securities, or
(ii) the balance credited to
Optionee under any cash retention program established pursuant to
Paragraph 6(a) shall immediately be paid to Optionee in a lump sum,
subject to the Corporation’s collection of all applicable
Withholding Taxes;
if, within the period beginning with
the execution date of the definitive agreement for the Change in
Control transaction and ending with the earlier of (i) the
termination of that definitive agreement without the consummation
of such Change in Control or (ii) the expiration of
the
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Applicable Acceleration Period following the
consummation of such Change in Control, Optionee’s Continuous
Service terminates due to an involuntary termination (other than
for death or Permanent Disability) without Cause or a voluntary
termination by Optionee due to Constructive Termination.
(e) 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 thereby prevent the dilution or
enlargement of benefits hereunder, 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.
9. Manner of Exercising
Option .
(a) In order to exercise this option
with respect to al
