EXHIBIT 10.23
FIRST
AMENDMENT
TO
TRANSITION
AGREEMENT
WHEREAS, a transition agreement (the
“Agreement”) was entered into, effective as of August
10, 2005, between Genentech, Inc., One DNA Way, South San
Francisco, CA 94080, and Myrtle Potter;
WHEREAS, Section 6 of the Agreement provides that the
parties to the Agreement are to cooperate diligently and in good
faith to take action to prevent the imposition of penalties under
Section 409A of the Internal Revenue Code (“Section 409A
Penalties”); and
WHEREAS, the parties have decided to amend the Agreement
as contemplated by Section 6 of the Agreement in order to avoid the
imposition of Section 409A Penalties;
WHEREAS, the parties understand that further action, or
amendments to the Agreement, may need to be made to avoid Section
409A Penalties as provided in Section 6 of the
Agreement;
NOW, THEREFORE, the Agreement is hereby, amended effective
August 10, 2005, as follows:
I.
Section 5 is amended as
follows:
A. The second paragraph of Section 5 is amended to
read as follows:
Potter’s currently outstanding stock
options granted to her under Genentech’s 1999 Stock Plan
during the course of her employment will continue to vest and be
exercisable during her term as a consultant in the same manner as
they were during her employment. The stock options will cease to
vest when her consultancy ends either at the end of its term as set
forth in Section 1 above or upon its earlier termination as set
forth in Section 1 above. Potter’s options granted on or
after September 12, 2002 that are or become vested and exercisable
shall be exercised in a cashless exercise in accordance with their
terms as follows: All options granted on or after September 12,
2002 that become vested and
