1
EXHIBIT 10.41
AMENDMENT NO. 1 TO INCENTIVE STOCK OPTION AGREEMENTS
This Amendment No. 1 (the "Agreement") to Incentive Stock Option
Agreements dated November 20, 1991 (50,000 shares), December 1, 1994 (40,000
shares), December 1, 1994 (2,880 shares), April 3, 1995 (45,000 shares), April
3, 1995 (25,000 shares), December 1, 1995 (20,000 shares), February 8, 1996
(23,000 shares), December 1, 1996 (20,000 shares) and June 1, 1997 (10,000
shares) between AMYLIN PHARMACEUTICALS, INC. (the "Company") and XXXXXXXX X.
XXXXXXX ("Optionee") under the Company's 1991 Stock Option Plan (the "Option
Agreements") is effective as of February 1, 1998 (the "Effective Date").
RECITALS
WHEREAS, the Option Agreements provide to Optionee rights to purchase up
to the following numbers of shares of the Company's Common Stock (the
"Options"), in accordance with and subject to the terms and conditions set forth
in the Option Agreements, including but not limited to terms and conditions
relating to continued employment of the Optionee by the Company all as more
fully set forth therein:
November 20, 1991 Option 50,000 shares
December 1, 1994 Option 2,880 shares
December 1, 1994 Option 40,000 shares
April 3, 1995 Option 45,000 shares
April 3, 1995 Option 25,000 shares
December 1, 1995 Option 20,000 shares
February 8, 1996 Option 23,000 shares
December 1, 1996 Option 20,000 shares
June 1, 1997 Option 10,000 shares
WHEREAS, the Optionee and the Company have agreed a change in the
Optionee's employee status from full time to four-tenths (4/10) time, and have
further agreed that the Optionee will continue to vest shares under the
Agreement, but at four-tenths (4/10) the rate of vesting set forth in the Option
Agreements, subject to adjustment; and
WHEREAS, the Optionee and the Company have agreed that in the event of
the Optionee's termination as an employee of the Company or an affiliate of the
Company (as defined in the Plan) prior to October 31, 1999 (other than by reason
of death or disability) the vested options under the Option Agreements shall
remain exercisable until January 31, 1999.
2
Amendment No. 1 to Incentive Stock Option Agreements
February 1, 1998
Page 2
NOW, THEREFORE, in consideration of the mutual covenants and premises
herein contained, the Optionee and the Company hereby agree as follows:
AGREEMENT
1. AMENDMENT TO NOVEMBER 20, 1991 (50,000 SHARES), DECEMBER 1, 1994 (40,000
SHARES), DECEMBER 1, 1994 (2,880 SHARES), APRIL 3, 1995 (45,000 SHARES),
APRIL 3, 1995 (25,000 SHARES), DECEMBER 1, 1995 (20,000 SHARES),
FEBRUARY 8, 1996 (23,000 SHARES), DECEMBER 1, 1996 (20,000 SHARES) AND
JUNE 1, 1997 (10,000 SHARES) OPTION AGREEMENTS
As of the Effective Date, the parties hereby agree that, subject to the
terms and conditions set forth in the November 20, 1991 (50,000 shares),
December 1, 1994 (40,000 shares), December 1, 1994 (2,880 shares), April 3, 1995
(45,000 shares), April 3, 1995 (25,000 shares), December 1, 1995 (20,000
shares), February 8, 1996 (23,000 shares), December 1, 1996 (20,000 shares) and
June 1, 1997 (10,000 shares) Option Agreements and the additional terms and
conditions of this Agreement, in the event of the Optionee's termination as an
employee of the Company or an affiliate of the Company prior to October 31, 1999
other than by reason of death or permanent disability, the Options vested under
each of the aforementioned Option Agreements as of the date of the Optionee's
termination as an employee of the Company or an affiliate of the Company shall
remain exercisable until January 31, 1999.
2. DECEMBER 1, 1994 (40,000 SHARES), DECEMBER 1, 1995 (20,000 SHARES),
FEBRUARY 8, 1996 (23,000 SHARES) AND DECEMBER 1, 1996 (20,000 SHARES)
OPTION AGREEMENTS.
As of the Effective Date, the parties hereby agree that, subject to the
terms and conditions set forth in the December 1, 1994 (40,000 shares), December
1, 1995 (20,000 shares), February 8, 1996 (23,000 shares) and December 1, 1996
(20,000 shares) Option Agreements and the additional terms and conditions of
this Agreement, the rate at which the Options will become exercisable shall be
reduced so that the Options will now become exercisable with respect to
.027378508% of the total number of shares subject to such Option Agreements for
each day Optionee is an employee of the Company or an affiliate of the Company
after the Effective Date.
Notwithstanding the foregoing, on every three (3) month anniversary of
this Agreement and on Optionee's final date of employment with the Company or an
affiliate of the Company Optionee shall submit a report to the Company stating
the hours worked by Optionee on behalf of the Company during the stated period.
If during such period Optionee's average rate of part-time service exceeds
four-tenths (4/10) of the full-time rate of
3
Amendment No. 1 to Incentive Stock Option Agreements
February 1, 1998
Page 3
service over such period, then the daily rate of vesting applicable to said
Option Agreements for such period shall be recalculated using the following
formula:
(#of hours actually worked by Optionee during stated period) x (.06844627)
--------------------------------------------------------------------------
minimum # of hours worked by a full-time employee during stated period
; said number equaling the percentage of the total number of shares subject to
such Option Agreements vested for each day Optionee was an employee of the
Company or an affiliate of the Company during the stated period. If during such
period Optionee's average rate of part-time service is less than or equal to
four-tenths (4/10) of the full-time rate of service over such period, then the
rate of vesting applicable to said Option Agreements shall be the rate set forth
in the immediately preceding paragraph.
3. JUNE 1, 1997 (10,000 SHARES) OPTION AGREEMENT.
The parties agree that, rather than becoming exercisable on the
Anniversary Date of June 1, 1998 with respect to one-fourth (1/4) of the total
number of shares subject to the Option granted in the June 1, 1997 (10,000
Shares) Option Agreement, such Option shall become exercisable on November 28,
1998 (the "Cliff Vesting Date") 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 of the Company through the Cliff
Vesting Date.
After the Cliff Vesting Date, for as long as the Optionee continues as
an employee of the Company or an affiliate of the Company, the rate at which the
Option will become exercisable shall be reduced so that the Option will now
become exercisable with respect to .027378508% of the total number of shares
subject to this Option for each day Optionee is an employee of the Company or an
affiliate of the Company after the Cliff Vesting Date.
Notwithstanding the foregoing, on every three (3) month anniversary of
this Agreement following the Cliff Vesting Date and on Optionee's final date of
employment with the Company or an affiliate of the Company Optionee shall submit
a report to the Company stating the hours worked by Optionee during the stated
period. If during such period Optionee's average rate of part-time service
exceeds four-tenths (4/10) of the full-time rate of service over such period,
then the daily rate of vesting applicable to said Option Agreement for such
period shall be recalculated using the following formula:
(#of hours actually worked by Optionee during stated period) x (.06844627)
--------------------------------------------------------------------------
minimum # of hours worked by a full-time employee during stated period
; said number equaling the percentage of the total number of shares subject to
such Option Agreement vested for each day Optionee was an employee of the
Company or an affiliate of
4
Amendment No. 1 to Incentive Stock Option Agreements
February 1, 1998
Page 4
the Company during the stated period. If during such period Optionee's average
rate of part-time service is less than or equal to four-tenths (4/10) of the
full-time rate of service over such period, then the rate of vesting applicable
to said Option Agreement shall be the rate set forth in the immediately
preceding paragraph.
Except as specifically amended herein, the Option Agreements shall
remain in full force and effect in accordance with their terms.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the Effective Date.
AMYLIN PHARMACEUTICALS, INC. OPTIONEE:
By:/s/ Xxxxxxx X. Xxxxxx By:/s/ Xxxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxx Xxxxxxxx X. Xxxxxxx
President and Chief Executive Officer
