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Exhibit 10.38
AMENDMENT NO. 1 TO INCENTIVE
STOCK OPTION AGREEMENTS DATED MARCH 15, 1993,
APRIL 11, 1994, AND FEBRUARY 8, 1996
This Amendment No. 1 (the "Agreement") to Incentive Stock Option
Agreements dated March 15, 1993, April 11, 1994, And February 8, 1996 between
Amylin Pharmaceuticals, Inc. (the "Company") and Xxxxxx X. Xxxxxx, Xx.
("Optionee") (the "Option Agreements") is effective as of September 1, 1996 (the
"Effective Date").
RECITALS
WHEREAS, the Option Agreements provide to Optionee options to purchase
up to the following numbers of shares of the Company's Common Stock (the
"Options"), subject to the conditions set forth in the Option Agreements,
including but not limited to continued employment of the Optionee by the
Company:
March 15, 1993 Option 50,000 shares
April 11, 1994 Option 100,000 shares
February 8, 1996 Option 40,000 shares
WHEREAS, the Optionee and the Company have agreed a change in the
Optionee's employee status from full-time to half-time, and have further agreed
that the Optionee will continue to vest shares under the Agreement, but at
one-half the rate of vesting set forth in the Option Agreements.
NOW, THEREFORE, in consideration of the mutual covenants and premises
herein contained, the Optionee and the Company hereby agree as follows:
AGREEMENT
MARCH 15, 1993 AND APRIL 11, 1994 OPTION AGREEMENTS.
As of the Effective Date, the parties hereby agree that, subject to the
conditions set forth in the March 15, 1993 and April 11, 1994 Option Agreements,
the rate at which the Options will become exercisable shall be reduced so that
the Options will now become exercisable with respect to .034223135% of the total
number of shares subject to such option for each day of continuous employment
occurring after the Effective Date. Shares of the Company's Common Stock
exercisable under the Options prior to the Effective Date shall continue to be
exercisable following the Effective Date subject to the conditions in the Option
Agreements.
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Amendment No. 1 to Incentive Stock Agreements
September 1, 1996
Page 2
FEBRUARY 8, 1996 OPTION AGREEMENT.
The parties agree that, rather than becoming exercisable on the
Anniversary Date of February 8, 1997 with respect to one-fourth (1/4) of the
total number of shares subject to the Option granted in February 8, 1996 Option
Agreement, such Option shall become exercisable on July 17, 1997 with respect to
one-fourth (1/4) of the total number of shares subject to the option, provided
that the Optionee continues as an employee of the Company or an affiliate
through July 17, 1997.
After July 17, 1997, for as long as the Optionee continues as an
employee of the Company or an affiliate, the rate at which the Option will
become exercisable shall be reduced so that the Option will now become
exercisable with respect to .034223135% of the total number of shares subject to
this Option.
Except as specifically provided herein, this Agreement is not intended
and shall not be construed to amend or in any way alter the terms and conditions
of the Option Agreements.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.
AMYLIN PHARMACEUTICALS, INC. OPTIONEE:
By:/s/ Xxxxxxxx X. Xxxx By:/s/ Xxxxxx X. Xxxxxx, Xx.
Xxxxxxxx X. Xxxx Xxxxxx X. Xxxxxx, Xx.
Vice President and General Counsel
