EXHIBIT 10.2


 


AMYLIN
PHARMACEUTICALS, INC.

AMENDED AND RESTATED

OFFICER CHANGE IN CONTROL

SEVERANCE BENEFIT PLAN


SECTION
1.                                                    INTRODUCTION


This Amylin Pharmaceuticals, Inc. Amended and Restated
Officer Change in Control Severance Benefit Plan (the “Plan”)
is designed to provide separation pay and benefits to Covered Employees, as
such term is defined below.  This
document constitutes the written instrument under which the Plan is maintained
and supersedes any prior plan or practice of the Company that provides for the
payment of severance benefits to Covered Employees in the form of cash and
equity related benefits, except to the extent Covered Employees are parties to
written agreements with the Company that expressly contemplate that such
persons are also eligible to participate in the Plan.  The Plan was originally approved by the
Compensation Committee of the Board of Directors of the Company effective
February 8, 2001, and most recently amended and restated effective August 6,
2007.


SECTION
2.                                                    DEFINITIONS


For purposes of this Plan, the following terms shall
have the meanings set forth below:


(a)           “Affiliate” means
any corporation (other than the Company) in an “unbroken chain of corporations”
beginning with the Company, if each of the corporations other then the last
corporation in the unbroken chain owns stock possessing fifty percent (50%) or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.


(b)           “Board” means the
Board of Directors of the Company


(c)           “Cause” means, with
respect to a Covered Employee, that, in the reasonable determination of the
Company, such Covered Employee has (i) been convicted of or pleaded guilty or nolo contendere to a felony or any crime involving moral
turpitude or dishonesty; (ii) participated in a fraud or act of dishonesty
against the Company; (iii) willfully and materially breached a Company policy;
(iv) intentionally damaged the Company’s property; (v) willfully and materially
breached such Covered Employee’s Proprietary Information and Inventions
Agreement with the Company; (vi) engaged in conduct that demonstrates gross
unfitness to serve; or (vii) repeatedly failed to satisfactorily perform job
duties to which such Covered Employee previously agreed in writing. The conduct
described under clauses (iii), (vi) and (vii) above will only constitute Cause
if such conduct is not cured within 90 days after the Covered Employee’s
receipt of written notice from the Company or the Board specifying the
particulars of the conduct that may constitute Cause.


(d)           “Change in Control”
means the occurrence of any of the following:


(i)            any “person,” as
such term is used in Sections 13(d) and 14(d) of the Securities and Exchange
Act of 1934, as amended from time to time, and any successor statute (the “Exchange
Act”) (other than the Company, a subsidiary, an Affiliate, or a Company 













employee benefit
plan, including any trustee of such plan acting as trustee) is or becomes the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing 50% or more of the
combined voting power of the Company’s then outstanding securities other than
by virtue of a merger, consolidation or similar transaction;


(ii)           there is
consummated a sale or other disposition of all or substantially all of the
assets of the Company (other than a sale to an entity where at least 50% of the
combined voting power of the voting securities of such entity are owned by the
stockholders of the Company in substantially the same proportions as their
ownership of the Company immediately prior to such sale);


(iii)         there is consummated
a merger, consolidation or similar transaction involving (directly or
indirectly) the Company and, immediately after the consummation of such
transaction, the stockholders immediately prior to the consummation of such
transaction do not own, directly or indirectly, outstanding voting securities
representing more than 50% of the combined outstanding voting power of the
surviving entity in such transaction or more than 50% of the combined
outstanding voting power of the parent of the surviving entity in such
transaction.


(e)           “Company” means
Amylin Pharmaceuticals, Inc., a Delaware corporation and its Affiliates, or
following a Change in Control, the surviving entity resulting from such
transaction.


(f)            “Compensation Committee”
means the Compensation Committee of the Board.


(g)           “Constructive Termination”
means, with respect to a Covered Employee, that such Covered Employee
voluntarily terminates his or her employment with the Company (A) after (1) any
of the following are undertaken without Cause and without such Covered Employee’s
express written consent; (2) the Covered Employee notifies the Company in
writing, within ninety (90) days after the occurrence of one of the following
events, which notice specifies the condition giving rise to a Constructive
Termination and that the Covered Employee intends to terminate his employment
no earlier than thirty (30) days after the Company’s receipt of such notice;
and (3) the Company does not cure such condition within thirty (30) days
following its receipt of such notice or states unequivocally in writing that it
does not intend to attempt to cure such condition; and (B) such voluntary
termination occurs within thirty (30) days following the end of the period
within which the Company was entitled to remedy the condition giving rise to a
Constructive Termination but failed to do so:


(i)            a material
reduction by the Company of such Covered Employee’s annual base salary as in
effect during the last regularly scheduled payroll period immediately prior to
the period commencing 90 days prior to the applicable Change in Control (or as
increased thereafter), unless such reduction is made pursuant to an across-the-board
reduction of the base salaries of all similarly situated Covered Employee’s of
no more than ten percent (10%);


(ii)           such Covered
Employee’s relocation, or the relocation of the Company’s principal executive
offices if such Covered Employee’s principal office is at such offices by more
than fifty (50) miles from the location at which such Covered Employee was
performing 



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his or her duties
immediately prior to the 90 day period preceding the applicable Change in
Control, except for required travel on the Company’s business to an extent
substantially consistent with such Covered Employee’s business travel
obligations immediately prior to the commencement of such period;


(iii)         such Covered Employee’s
assignment during the period beginning ninety (90) days prior to and ending
thirteen (13) months after the applicable Change in Control of any duties or
responsibilities that results in a material diminution in such Covered Employee’s
authority, duties or responsibilities from those in effect immediately prior to
the commencement of such period; provided, however, that with respect only to
those Covered Employees serving as the Chief Executive Officer and/or Chief
Financial Officer of the Company immediately prior to the commencement of such
period (each a “Key
Executive”), if (i) in the case of the Key Executive so serving
as Chief Executive Officer (the “CEO”),
such Key Executive shall no longer report during such period directly to the
Board of Directors of the Company or, following such Change in Control, shall
not report directly to the board of directors of the publicly traded entity
that is, or is part of the controlled group that includes, the successor or
acquiring party in such Change in Control or (ii) in the case of the Key
Executive so serving as Chief Financial Officer, there shall be a material
diminution in the authority, duties or responsibilities of the supervisor to
whom such Key Executive is required to report (including without limitation by
reason of such Key Executive continuing to report to the CEO during such period
but the CEO at any time during such period no longer reporting directly to the
Board of Directors of the Company or, following such Change in Control, not
reporting directly to the board of directors of the publicly traded entity that
is, or is part of the controlled group that includes, the successor or
acquiring party in such Change in Control) and/or a requirement that either
such Key Executive or his or her supervisor shall report to a corporate officer
or employee instead of reporting directly to the CEO), then, without
limitation, in each case such Key Executive shall be considered to have
suffered a material diminution in such Key Executive’s authority, duties or
responsibilities; or


(iv)          a material breach by
the Company of any provision of this Plan or any enforceable written agreement
between such Covered Employee and the Company.


(h)           “Covered Employee”
means a person eligible to participate in the Plan as provided in Section 3
herein.


(i)            “Covered Termination”
means either a Constructive Termination or an Involuntary Termination Without
Cause.


(j)            “Disability” means
the Covered Employee is prevented from performing his duties hereunder by
reason of any physical or mental incapacity that results in the Covered Employee’s
satisfaction of all requirements necessary to receive benefits under the
Company’s long-term disability plan due to a total disability.


(k)           “Executive Officer”
means an officer who has been designated by the Company as an executive officer
who is subject to Section 16 of the Securities Exchange Act of 1934.



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(l)            “Involuntary Termination Without
Cause” means with respect to a Covered Employee such Covered
Employee’s dismissal or discharge by the Company for a reason other than for
Cause.  The termination of a Covered
Employee’s employment will not be deemed to be an “Involuntary Termination
Without Cause” if such Covered Employee’s termination occurs as a result of
such Covered Employee’s death or Disability.


(m)          “Payment Commencement Date”
means, with respect to a Covered Termination, (i) if such Covered Termination
occurs prior to the effective date of the applicable Change in Control, the
later of (A) the effective date of such Change in Control or (B) the effective
date of the Release required by Section 4(e) or (ii) if such Covered
Termination occurs on or after the effective date of the applicable Change in
Control, the later of (X) the date of such Covered Termination or (Y) the
effective date of the Release required by Section 4(e).


(n)           “Plan Administrator” has the meaning as provided in Section
7.


(o)           “Qualified Plan” means a plan sponsored by the Company or an
Affiliate that is intended to be qualified under Section 401(a) of the Internal
Revenue Code.


(p)           “Substantial Risk of Forfeiture Lapse
Date” means, with respect to a Covered Termination, (i) if
such Covered Termination occurs prior to the effective date of the applicable
Change in Control, the effective date of such Change in Control, or (ii) if
such Covered Termination occurs on or after the effective date of the
applicable Change in Control, the date of such Covered Termination.


SECTION
3.                                                    ELIGIBILITY
AND PARTICIPATION


A person is eligible to participate in the Plan if (i)
such person is an employee of the Company or an Affiliate with the title of
Vice-President or higher; (ii) such person has not entered into a separate
individual “severance benefit” or “change in control agreement” with the
Company (excluding any plan or arrangement, or any portion thereof, relating to
equity compensation) except to the extent such person is a party to a written
agreement with the Company that expressly contemplates that such person is also
eligible to participate in the Plan; (iii) the Board has designated such person
as eligible to participate in the Plan; and (iv) such person’s employment with
the Company terminates due to either (A) an Involuntary Termination at any time
during the period beginning ninety (90) days prior to and ending thirteen (13)
months following the effective date of a Change in Control, or (B) a
Constructive Termination for which the condition set forth in Section
2(g)(i)-(iv), as applicable, giving rise to the right to resign due to a
Constructive Termination occurred at any time during the period beginning
ninety (90) days prior to and ending thirteen (13) months following the
effective date of a Change in Control. 
The determination of whether an employee is a Covered Employee shall be
made by the Company, in its sole discretion, and such determination shall be
binding and conclusive on all persons.


SECTION
4.                                                    BENEFITS


Plan benefits will not affect a Covered Employee’s
rights to payment of any other compensation from the Company that has been
earned by the Covered Employee but has not yet been paid at the time of the
Covered Termination.  Provided that all
conditions for receiving benefits under 



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the Plan are met, each Covered Employee is eligible to
receive the following benefits:


(a)           Salary Continuation Payments.  The Company shall continue to pay the Base
Salary of each Covered Employee, as in effect on the date of the applicable
Covered Termination, for the number of months following the Payment
Commencement Date set forth in the following table based on the most senior
employment title of such Covered Employee in effect at the time of such Covered
Termination:


	
  Title

  	
   

  	
  Base Salary Continuation Period

  
	
  Chief Executive
  Officer or President

  	
   

  	
  36 months

  
	
  Executive
  Officer

  	
   

  	
  24 months

  
	
  Vice President
  other than Executive Officer

  	
   

  	
  18 months

  



 


Such amounts shall be paid to each such Covered Employee in regular
installments on the normal payroll dates of the Company commencing with the
first payroll period following the Payment Commencement Date.  Any salary continuation payments that any
Covered Employee receives hereunder shall be subject to all required tax
withholding.


“Base Salary”
shall mean the Covered Employee’s base pay (excluding incentive pay, premium
pay, commissions, overtime, bonuses and other forms of variable compensation),
at the rate in effect during the last regularly scheduled payroll period
immediately preceding the date of the Covered Termination, and prior to any
reduction in base salary that would permit such Covered Employee to voluntarily
terminate employment in a Constructive Termination pursuant to Section 2(g)(i).


(b)           Bonus Payment.  The Company shall pay to
each Covered Employee a percentage of such Covered Employee’s Maximum Potential
Bonus (defined below) as set forth in the following table based on the most
senior employment title of such Covered Employee in effect at the time of the
applicable Covered Termination:



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  Title

  	
   

  	
  Percentage of Maximum Bonus Potential

  
	
  Chief Executive
  Officer or President

  	
   

  	
  300%

  
	
  Executive
  Officer

  	
   

  	
  200%

  
	
  Vice President
  other than Executive Officer

  	
   

  	
  100%

  



 


“Maximum Potential Bonus” means:


(i) if, on or prior to
the date of the Covered Termination, the Compensation Committee shall have
approved an Executive Cash Bonus Plan or similar plan applicable to such
Covered Employee and related Company and/or Covered Employee individual
performance goals thereunder (collectively, “Cash Bonus
Plan”) applicable for the year in which such Covered Termination
occurs, the maximum full year cash bonus payable to such Covered Employee under
such Cash Bonus Plan as if 100% of all such performance goals were attained for
such year;


(ii) if, on or prior to
the date of the Covered Termination, the Compensation Committee shall not have
approved a Cash Bonus Plan applicable to such Covered Employee for the year in
which such Covered Termination occurs, but a Cash Bonus Plan applicable to such
Covered Employee exists for the year immediately preceding the year in which
such Covered Termination occurs, the maximum full year cash bonus payable to
such Covered Employee under the Cash Bonus Plan in effect for such immediately
preceding year as if 100% of all applicable performance goals were attained; or


(iii) if, on or prior to
the date of the Covered Termination, the Compensation Committee shall not have
approved a Cash Bonus Plan applicable to such Covered Employee for either the
year in which such Covered Termination occurs or the immediately preceding
year, the largest maximum full year cash bonus payable to any other Company
officer with an employment title equivalent to or below the employment title of
such Covered Employee as of the date of the Covered Termination, under either a
Cash Bonus Plan in effect for the year of such Covered Termination or the
immediately preceding the year as if 100% of all applicable performance goals
were attained.


Any such bonus payment pursuant to this Section 4(b) shall be in a
single lump sum to be paid within ten (10) days following the Payment
Commencement Date.  Any bonus payments
that any Covered Employee receives shall be subject to all required tax
withholding.


(c)           COBRA Premium Benefits.  If a Covered Employee is eligible to elect
continued group health plan coverage under Consolidated Omnibus Budget
Reconciliation Act of 1985 (“COBRA”)
following a Covered Termination, regardless of whether the Covered Employee
makes an election for continued COBRA coverage, the Company shall pay a single 



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lump sum payment equal to 140% of the full amount of
the Covered Employee’s COBRA premiums for the Covered Employee’s continued
coverage under the Company’s group health plans, including the cost of coverage
for the Covered Employee’s eligible dependents, for a period of eighteen (18)
months.  For purposes of this Section
4(c), references to COBRA premiums shall not include any amounts payable by the
Covered Employee under an Internal Revenue Code Section 125 health care
reimbursement plan.  Any such payment
that such Covered Employee receives shall be subject to all required tax
withholding and shall be paid in a single lump sum within ten (10) days
following the Payment Commencement Date.


(d)           Equity Award Vesting Acceleration
Benefits.  Effective as
of the date of the Covered Employee’s Covered Termination: (i) the vesting and
exercisability of all outstanding options to purchase the Company’s common
stock that are held by the Covered Employee on such date shall be accelerated
in full as of the date of such Covered Termination, (ii) any reacquisition or
repurchase rights held by the Company in respect of common stock issued
pursuant to any other stock award granted to the Covered Employee by the
Company shall lapse in full as of the date of such Covered Termination, and
(iii) the vesting of any other stock awards granted to the Covered Employee by
the Company, and any issuance of shares triggered by the vesting of such stock
awards, shall be accelerated in full as of the date of such Covered  Termination.  
If the Covered Termination occurs prior to the effective date of the applicable
Change in Control, such vesting acceleration shall be deemed effective as of
the date of the Covered Termination. 
Notwithstanding the foregoing, this Section 4(d) shall not apply to
stock awards issued under or held in any Qualified Plan.


(e)           Conditions to Receipt of Benefits.   In order to be eligible to receive any benefits
under the Plan, a Covered Employee also must satisfy each of the following
conditions:


(i)            The Covered
Employee or his or her representative must execute a general waiver and release
of claims in  substantially the form
attached hereto as Exhibit A, Exhibit B or Exhibit C, as appropriate (the “Release”), within the time period
set forth therein, but in no event later than (i) if a Change in Control shall
have occurred prior to such Covered Termination, forty-five (45) days following
termination of employment or (ii) if a Change in Control shall not have
occurred prior to such Covered Termination, the later of (A) forty-five (45)
days following termination of employment or (B) ten (10) days following the
effective date of such Change in Control, and such release must become
effective in accordance with its terms. 
The Company, in its discretion, may modify the form of the required
Release at any time to comply with applicable law and shall determine the form
of the required Release, which may be incorporated into a termination agreement
or other agreement with the Covered Employee.


(ii)           Following any
notification of Involuntary Termination Without Cause by the Company, the
Covered Employee must reasonably satisfactorily perform his or her assigned job
duties until the date set by the Company for the termination of employment,
which date may not exceed thirty (30) days following such notification.


(f)            Termination of Benefits.  With respect to each Covered Employee,
benefits under this Plan shall terminate immediately if such Covered Employee,
at any time, violates any provision of the Proprietary Information and
Inventions Agreement or any other proprietary information, confidentiality or
non-solicitation obligation to the Company.



 7
 









(g)           Non-Duplication of Benefits.  No Covered Employee is eligible to receive
benefits under this Plan more than one time.


(h)           Offset for Indebtedness.  If a Covered Employee is indebted to the
Company at his or her termination date, the Company reserves the right to
offset any salary continuation severance payments or other payments under the
Plan by the amount of such indebtedness. 
Additionally, if a Covered Employee is subject to withholding for taxes
related to any non-Plan benefits, the Company may offset any salary continuation
severance payments or other payments under the Plan by the amount of such
withholding taxes.


(i)            Certain Reductions.  The Company, in its sole
discretion, shall have the authority to reduce a Covered Employee’s benefits
under this Plan, in whole or in part, by any other severance benefits, pay in
lieu of notice, or other similar benefits payable to the Covered Employee by
the Company or an Affiliate of the Company that become payable in connection
with the Covered Employee’s termination of employment pursuant to any
applicable legal requirement, including, without limitation, the Worker
Adjustment and Retraining Notification Act, the California Plant Closing Act,
or any other similar state law, and the Plan Administrator shall so construe
and implement the terms of the Plan; provided, however, that notwithstanding
the foregoing and any other provision in the Plan to the contrary, such
reductions shall in no event reduce the cash severance benefits provided under
this Plan to less than two (2) weeks of Base Salary (as such term is defined
above).  The Company’s decision to apply
such reductions to any particular Covered Employee and the amount of such
reductions shall in no way obligate the Company to apply the same reductions in
the same amounts to any other Covered Employee, even if similarly
situated.  In the Company’s sole
discretion, such reductions may be applied on a retroactive basis, with salary
continuation severance payments or other severance benefits previously paid
being re-characterized as payments pursuant to the Company’s statutory
obligation.


(j)            Deferred Compensation.  Benefits payable under the Plan on or before
March 15 of the calendar year following the calendar year including the
Substantial Risk of Forfeiture Lapse Date are intended to constitute separate
payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations and
thus will be payable pursuant to the “short-term deferral” rule set forth in
Section 1.409A-1(b)(4) of the Treasury Regulations.  Benefits payable under the Plan after March
15 of the calendar year following the calendar year including the Substantial
Risk of Forfeiture Lapse Date are intended to constitute separate payments for
purposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntary
termination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) of
the Treasury Regulations, to the maximum extent permitted by said provision,
with any excess amount being regarded as subject to the distribution
requirements of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, as
amended (the “Code”), including, without
limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that
payment to the Covered Employee be delayed until 6 months after separation from
service if the Covered Employee is a “specified employee” within the meaning of
the aforesaid section of the Code at the time of such separation from service.



 8
 









SECTION
5.                                                    PARACHUTE
PAYMENTS


In the event that the payments provided herein and
benefits otherwise payable to a Covered Employee (i) constitute “parachute
payments” within the meaning of Section 280G of the Code, or any comparable
successor provisions, and (ii) but for this Section 5 would be subject to
the excise tax imposed by Section 4999 of the Code, or any comparable successor
provisions (the “Excise Tax”), then such
Covered Employee’s benefits hereunder shall be either:


(i)            provided to such
Covered Employee in full, or


(ii)                                provided
to such Covered Employee as to such lesser extent which would result in no
portion of such benefits being subject to the Excise Tax,


whichever of the
foregoing amounts, when taking into account applicable federal, state, local
and foreign income and employment taxes, the Excise Tax, and any other
applicable taxes, results in the receipt by such Covered Employee, on an
after-tax basis, of the greatest amount of benefits, notwithstanding that all
or some portion of such benefits may be taxable under the Excise Tax.  Unless the Company and such Covered Employee
otherwise agree in writing, any determination required under this Section 5
shall be made in writing in good faith by the Company’s independent certified
public accountants (the “Accountants”).  In the event of a reduction of benefits
hereunder, such Covered Employee shall be given the choice of which benefits to
reduce.  For purposes of making the
calculations required by this Section 5, the Accountants may make reasonable
assumptions and approximations concerning applicable taxes and may rely on
reasonable, good faith interpretations concerning the application of the Code,
and other applicable legal authority. 
The Company and such Covered Employee shall furnish to the Accountants
such information and documents as the Accountants may reasonably request in
order to make a determination under this Section 5.  The Company shall bear all costs the
Accountants may reasonably incur in connection with any calculations
contemplated by this Section 5.


If, notwithstanding any reduction described in this
Section 5, the IRS determines that such Covered Employee is liable for the
Excise Tax as a result of the receipt of the payment of benefits as described
above, then such Covered Employee shall be obligated to pay back to the
Company, within thirty (30) days after a final IRS determination or in the
event that such Covered Employee challenges the final IRS determination, a
final judicial determination, a portion of the payment equal to the “Repayment Amount.”  The Repayment Amount with respect to the
payment of benefits shall be the smallest such amount, if any, as shall be
required to be paid to the Company so that such Covered Employee’s net
after-tax proceeds with respect to any payment of benefits (after taking into
account the payment of the Excise Tax and all other applicable taxes imposed on
such payment) shall be maximized.  The
Repayment Amount with respect to the payment of benefits shall be zero if a
Repayment Amount of more than zero would not result in such Covered Employee’s
net after-tax proceeds with respect to the payment of such benefits being
maximized.  If the Excise Tax is not
eliminated pursuant to this paragraph, such Covered Employee shall pay the
Excise Tax.


Notwithstanding any other provision of this Section 5,
if (i) there is a reduction in the payment of benefits as described in this
Section 5, (ii) the IRS later determines that such Covered Employee is liable
for the Excise Tax, the payment of which would result in the maximization of
such Covered Employee’s net after-tax proceeds (calculated as if such Covered
Employee’s 



 9
 









benefits
had not previously been reduced), and (iii) such Covered Employee pays the
Excise Tax, then the Company shall pay to such Covered Employee those benefits
which were reduced pursuant to this Section 5 contemporaneously or as soon as administratively
possible after such Covered Employee pays the Excise Tax so that such Covered
Employee’s net after-tax proceeds with respect to the payment of benefits is
maximized.


If a Covered Employee either (i) brings any action to
enforce such Covered Employee’s rights pursuant to this Section 5, or (ii)
defends any legal challenge to such Covered Employee’s rights hereunder, such
Covered Employee shall be entitled to recover attorneys’ fees and costs
incurred in connection with such action, regardless of the outcome of such
action; provided, however, that in the event such action is commenced by such
Covered Employee, the court finds the claim was brought in good faith.


SECTION
6.                                                    COMPANY
PROPERTY.


A Covered Employee will
not be entitled to any benefit under the Plan unless and until the Covered
Employee returns all Company Property, except to the extent such obligation is
waived in writing by the Company.  For
this purpose, “Company Property” means all
Company and/or Affiliate documents (and all copies thereof) and other Company
and/or Affiliate property which the Covered Employee had in his or her
possession at any time, including, but not limited to, Company and/or Affiliate
files, notes, drawings records, plans, forecasts, reports, studies, analyses,
proposals, agreements, financial information, research and development
information, sales and marketing information, operational and personnel
information, specifications, code, software, databases, computer-recorded
information, tangible property and equipment (including, but not limited to,
leased vehicles, computers, facsimile machines, mobile telephones, servers),
credit cards, entry cards, identification badges and keys; and any materials of
any kind which contain or embody any proprietary or confidential information of
the Company and/or an Affiliate (and all reproductions thereof in whole or in
part).  As a condition to receiving
benefits under the Plan, Covered Employees must not make or retain copies,
reproductions or summaries of any such Company or Affiliate property.


SECTION
7.                                                    ADMINISTRATION
AND OPERATION OF THE PLAN


The
Company is the “Plan Sponsor” and the “Plan Administrator” of the Plan, as
such terms are defined in the Employee Retirement Income Security Act of 1974 (“ERISA”).  The Company, in its capacity as Plan
Administrator of the Plan, is the named fiduciary that has the authority to
control and manage the operation and administration of the Plan.  The Company has the sole discretion to make
such rules, regulations, interpretations of the Plan and computations and shall
take such other action to administer the Plan as it may deem appropriate in its
sole discretion.  Such rules,
regulations, interpretations, computations, and other actions shall be conclusive
and binding upon all persons.  The
Company may engage the services of such persons or organizations to render
advice or perform services with respect to its responsibilities under the Plan
as it shall determine to be necessary or appropriate.  Such persons or organizations may include
(without limitation) actuaries, attorneys, accountants and consultants.


Any
person or group of persons may serve in more than one fiduciary capacity with
respect to the Plan.  The
responsibilities of the Company under the Plan shall be carried out on 



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its behalf by its
directors, officers, employees and agents, acting on behalf or in the name of
the Company in their capacity as directors, officers, employees and agents and
not as individual fiduciaries.  The
Company may delegate any of its fiduciary responsibilities under the Plan to
another person or persons pursuant to a written instrument that specifies the
fiduciary responsibilities so delegated to each such person.


The
Company may also delegate the administration of some or all of the provisions
of the Plan to a committee or committees consisting of one or more persons
appointed by the Company (“Committee”).  If administration of the Plan is delegated to
a Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Company that have been
delegated to the Committee, including the power to delegate to a subcommittee
of the Committee any of the administrative powers the Committee is authorized
to exercise (and references in this Plan to the Company shall thereafter be to
the Committee or subcommittee), subject, however, to such resolutions, not
inconsistent with the provisions of the Plan, as may be adopted from time to
time by the Company.


SECTION
8.                                                    CLAIMS,
INQUIRIES AND APPEALS


(a)           Applications for Benefits and
Inquiries.  Any
application for benefits, inquiries about the Plan or inquiries about present
or future rights under the Plan must be submitted to the Plan Administrator in
writing by an applicant (or his or her authorized representative) to:


Attention: Corporate Secretary


Re: Officer Change in Control Severance Benefit Plan


Amylin Pharmaceuticals, Inc.


9360 Towne Centre Drive


San Diego, California 92121


(b)           Denial of Claims.  In the event that any application for
benefits is denied in whole or in part, the Plan Administrator must provide the
applicant with written or electronic notice of the denial of the application,
and of the applicant’s right to review the denial.  Any electronic notice will comply with the
regulations of the U.S. Department of Labor. 
The written notice of denial will be set forth in a manner designed to
be understood by the employee and will include the following:


(i)            the specific
reason or reasons for the denial;


(ii)           references to the
specific Plan provisions upon which the denial is based;


(iii)         a description of any
additional information or material that the Plan Administrator needs to
complete the review and an explanation of why such information or material is
necessary; and


(iv)          an explanation of
the Plan’s review procedures and the time limits applicable to such procedures,
including a statement of the applicant’s right to bring a civil action under
section 502(a) of ERISA following a denial on review of the claim, as described
in Section 8(d) below.



 11
 









This written notice will be given to the applicant
within ninety (90) days after the Plan Administrator receives the application,
unless special circumstances require an extension of time, in which case, the
Plan Administrator has up to an additional ninety (90) days for processing the
application.  If an extension of time for
processing is required, written notice of the extension will be furnished to
the applicant before the end of the initial ninety (90) day period.


This notice of
extension will describe the special circumstances necessitating the additional
time and the date by which the Plan Administrator is to render its decision on
the application.


(c)           Request for a Review.  Any person (or that person’s authorized
representative) for whom an application for benefits is denied, in whole or in
part, may appeal the denial by submitting a request for a review to the Plan’s
Review Panel within sixty (60) days after the application is denied.  The Review Panel shall be comprised of two
(2) or more persons to be appointed by the Company.  A request for a review shall be in writing
and shall be addressed to:


Attention: Corporate Secretary


Re: Officer Change in Control Severance Benefit Plan


Amylin Pharmaceuticals, Inc.


9360 Towne Centre Drive


San Diego, California 92121


A request for review must set forth all of the grounds
on which it is based, all facts in support of the request and any other matters
that the applicant feels are pertinent. 
The applicant (or his or her representative) shall have the opportunity
to submit (or the Review Panel) may require the applicant to submit) written
comments, documents, records, and other information relating to his or her
claim.  The applicant (or his or her
representative) shall be provided, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information relevant
to his or her claim.  The review shall
take into account all comments, documents, records and other information
submitted by the applicant (or his or her representative) relating to the
claim, without regard to whether such information was submitted or considered
in the initial benefit determination.


(d)           Decision on Review.  The Review Panel will act on each request for
review within sixty (60) days after receipt of the request, unless special
circumstances require an extension of time (not to exceed an additional sixty
(60) days), for processing the request for a review.  If an extension for review is required,
written notice of the extension will be furnished to the applicant within the
initial sixty (60) day period.  This
notice of extension will describe the special circumstances necessitating the
additional time and the date by which the Plan Administrator is to render its
decision on the review.  The Review Panel
will give prompt, written or electronic notice of its decision to the
applicant. Any electronic notice will comply with the regulations of the U.S.
Department of Labor.  In the event that
the Review Panel confirms the denial of the application for benefits in whole
or in part, the notice will set forth, in a manner calculated to be understood
by the applicant, the following:


(i)            the specific
reason or reasons for the denial;



 12
 









(ii)           references to the
specific Plan provisions upon which the denial is based;


(iii)         a statement that the
applicant is entitled to receive, upon request and free of charge, reasonable
access to, and copies of, all documents, records and other information relevant
to his or her claim; and


(iv)          a statement of the
applicant’s right to bring a civil action under section 502(a) of ERISA.


(e)           Rules and Procedures.  The Plan Administrator and/or the Review
Panel may establish rules and procedures, consistent with the Plan and with
ERISA, as necessary and appropriate in carrying out its responsibilities in
reviewing benefit claims.  The Review
Panel may require an applicant who wishes to submit additional information in
connection with an appeal from the denial of benefits to do so at the applicant’s
own expense.


(f)            Exhaustion of Remedies.  No legal action for benefits under the Plan
may be brought until the claimant (i) has submitted a written application for
benefits in accordance with the procedures described by Section 8(a) above,
(ii) has been notified by the Plan Administrator that the application is
denied, (iii) has filed a written request for a review of the application in
accordance with the appeal procedure described in Section 8(c) above, and (iv)
has been notified in writing that the Plan Administrator has denied the appeal.  Notwithstanding the foregoing, if the Plan
Administrator and/or Review Panel, as the case may be, does not respond to a
Participant’s claim or appeal within the relevant time limits specified in this
Section 8, the Participant may bring legal action for benefits under the Plan
pursuant to Section 502(a) of ERISA.


SECTION
9.                                                    OTHER
TERMINATIONS


A
Covered Employee is not
eligible for benefits under this Plan if (i) such Covered Employee is
terminated within thirty (30) days following such Covered Employee’s refusal to
accept an offer of comparable employment by any successor to the Company or an
Affiliate thereof (provided that “comparable
employment” shall mean employment with base salary in an amount not violative
of Section 2(g)(i) and at a business office whose location is not violative of
Section 2(g)(ii)); (ii) such Covered Employee is terminated following such
Covered Employee’s refusal to allow any successor to or Affiliate of the
Company access to such Covered Employee’s employment records or access to
Company personnel regarding such Covered Employee’s performance for the purpose
of evaluating such Covered Employee’s qualifications for future employment,
(iii) the Covered Employee terminates employment in order to accept employment
with another entity that is wholly or partly owned (directly or indirectly) by
the Company or an Affiliate, (iv) the Covered Employee does not satisfy each of
the conditions for receipt of benefits as set forth in Section 4(e) of this
Plan, or (v) such Covered Employee’s employment terminates due to death,
Disability or any other reason other than (A) an Involuntary Termination
occurring at any time during the period beginning ninety (90) days prior to and
ending thirteen (13) months following the effective date of a Change in Control,
or (B) a Constructive Termination for which the condition set forth in Section
2(g)(i)-(iv), as applicable, giving rise to the right to resign due to a
Constructive Termination occurred at any time during 



 13
 









the period
beginning ninety (90) days prior to and ending thirteen (13) months following
the effective date of a Change in Control.


SECTION
10.                                             BASIS OF
PAYMENTS TO AND FROM THE PLAN


All
benefits under the Plan shall be paid by the Company.  The Plan shall be unfunded and benefits
hereunder shall be paid only from the general assets of the Company.  A Covered Employee’s right to receive
payments under the Plan is no greater than that of the Company’s unsecured
general creditors.  Therefore, if the
Company were to become insolvent, the Covered Employee might not receive
benefits under the Plan.


SECTION
11.                                             AMENDMENT
AND TERMINATION


The
current term of the Plan shall continue through December 31, 2009.  This Plan shall thereafter remain in effect
for successive two-year periods beginning January 1, 2010 unless and until the
Board elects that the then-current two-year period shall be the final effective
period for this Plan by a duly adopted resolution effected at least 90 days
prior to the expiration of that two-year period.  Subject to the foregoing provision, the
Company reserves the right to amend or terminate this Plan at any time; provided, however, that the Plan may not be amended or
terminated within 90 days prior to or at any time following the occurrence of a
Change in Control.


SECTION
12.                                             NON-ALIENATION
OF BENEFITS


No
Plan benefit may be anticipated, alienated, sold, transferred, assigned,
pledged, encumbered or charged, and any attempt to do so will be void.


SECTION
13.                                             SUCCESSORS
AND ASSIGNS


(i)            This Plan shall be
binding upon any surviving entity resulting from a Change in Control and upon
any other person who is a successor by merger, acquisition, consolidation or
otherwise to the business formerly carried on by the Company without regard to
whether or not such person actively adopts or formally continues the Plan.  Covered Employees, to the extent they are
otherwise eligible for benefits under the Plan, are intended third party
beneficiaries of this provision. The Company shall require the assumption of
this Plan by any successor or assign of the Company


SECTION
14.                                             LEGAL
CONSTRUCTION


This
Plan shall be interpreted in accordance with ERISA and, to the extent not
preempted by ERISA, with the laws of the State of California.  This Plan constitutes both a plan document
and a summary plan description for purposes of ERISA.


SECTION
15.                                             OTHER PLAN
INFORMATION


(a)           Employer
Identification Number:   33-026609


(b)           Ending of the Plan’s
Fiscal Year:  December 31.



 14
 









(c)           Agent for the Service of Legal
Process:  The Plan’s
agent for service of legal process is:  General
Counsel, Amylin Pharmaceuticals, Inc., 9360 Towne Centre Drive, San Diego, CA
92121.


(d)           Type of Plan:  The Plan is a welfare
benefit plan.


(e)           Plan Number:  The Plan Number assigned to
the Plan by the Plan Sponsor pursuant to the instructions of the Internal
Revenue Service is 511.


(f)            Address for Plan Sponsor and Plan
Administrator.  The
contact information for the Plan Sponsor and the Plan Administrator of the Plan
is:


Amylin
Pharmaceuticals, Inc.


Attention:
Corporate Secretary


9360 Towne Centre Drive


San Diego, California 92121


SECTION
16.                                             STATEMENT OF
ERISA RIGHTS


The
terms “you” and “your” shall apply to each Covered Employee, as
applicable.  As a participant in this
Plan (which is a welfare benefit plan sponsored by the Company) you are entitled
to certain rights and protections under ERISA, including the right to:


(a)           Examine, without
charge, at the Plan Administrator’s office and at other specified locations,
such as work sites, all Plan documents and copies of all documents filed by the
Plan with the U.S. Department of Labor, such as detailed annual reports;


(b)           Obtain copies of
all Plan documents and Plan information upon written request to the Plan
Administrator.  The Plan Administrator
may make a reasonable charge for the copies; and


(c)           Receive a summary
of the Plan’s annual financial report, in the case of a plan which is required
to file an annual financial report with the Department of Labor.


In
addition to creating rights for Plan participants, ERISA imposes duties upon
the people responsible for the operation of the employee benefit plan.  The people who operate the Plan, called “fiduciaries”
of the Plan, have a duty to do so prudently and in the interest of you and
other Plan participants and beneficiaries.


No
one, including your employer or any other person, may fire you or otherwise
discriminate against you in any way to prevent you from obtaining a Plan
benefit or exercising your rights under ERISA. 
If your claim for a Plan benefit is denied in whole or in part, you must
receive a written explanation of the reason for the denial.  You have the right to have the Plan
Administrator review and reconsider your claim.


Under
ERISA, there are steps you can take to enforce the above rights.  For instance, if you request materials from
the Plan Administrator and do not receive them within 30 days, you may
file suit in a federal court.  In such a
case, the court may require the Plan Administrator to 



 15
 









provide the
materials and pay you up to $100 a day until you receive the materials, unless
the materials were not sent because of reasons beyond the control of the Plan
Administrator.  If you have a claim for
benefits that is denied or ignored, in whole or in part, you may file suit in a
state or federal court.  If it should
happen that the Plan fiduciaries misused the Plan’s money, or if you are
discriminated against for asserting your rights, you may seek assistance from
the U.S. Department of Labor, or you may file suit in a federal
court.  The court will decide who should
pay court costs and legal fees.  If you
are successful, the court may order the person you have sued to pay these costs
and fees.  If you lose, the court may
order you to pay these costs and fees, for example, if it finds your claim is
frivolous.


If you
have any questions about the Plan, you should contact the Plan
Administrator.  If you have any questions
about this statement or about your rights under ERISA, or if you need
assistance in obtaining documents from the Plan Administrator, you should
contact the nearest office of the Employee Benefits Security Administration,
U.S. Department of Labor, listed in your telephone directory or the Division of
Technical Assistance and Inquiries, Employee Benefits Security Administration,
U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C.
20210.  You may also obtain certain
publications about your rights and responsibilities under ERISA by calling the
publications hotline of the Employee Benefits Security Administration or
accessing its website at http://www.dol.gov/ebsa/.


Exhibit A:  Release (Employees Age 40 and Older
Individual Termination)


Exhibit B:  Release (Employees Age 40 and Older Group
Termination)


Exhibit C:  Release (Employees Under Age 40 Individual
and Group Termination)



 16















For Employees Age 40 and Older


Individual Termination


EXHIBIT A


RELEASE


Certain capitalized terms used in this Release are
defined in the Amylin Pharmaceuticals, Inc. Officer Change in Control Severance
Benefit Plan (the “Plan”) which I have reviewed.


I hereby confirm my obligations under the Company’s
proprietary information and inventions agreement.


I understand that this Release, together with the
Plan, constitutes the complete, final and exclusive embodiment of the entire
agreement between the Company, affiliates of the Company and me with regard to
the subject matter hereof.  I am not
relying on any promise or representation by the Company that is not expressly
stated therein.


I acknowledge that I have read and understand Section
1542 of the California Civil Code which reads as follows: “A general
release does not extend to claims which the creditor does not know or suspect
to exist in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the debtor.”  I hereby expressly waive and relinquish all
rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to my release of any claims I may have against the
Company.


Except as otherwise set forth in this Release, I
hereby release, acquit and forever discharge the Company, its parents and
subsidiaries, and their officers, directors, agents, servants, employees,
shareholders, successors, assigns and affiliates, of and from any and all
claims, liabilities, demands, causes of action, costs, expenses, attorneys
fees, damages, indemnities and obligations of every kind and nature, in law,
equity, or otherwise, known and unknown, suspected and unsuspected, disclosed
and undisclosed (other than any claim for indemnification I may have as a
result of any third party action against me based on my employment with the
Company), arising out of or in any way related to agreements, events, acts or
conduct at any time prior to the date I execute this Release, including, but
not limited to:  all such claims and
demands directly or indirectly arising out of or in any way connected with my
employment with the Company or the termination of that employment, including
but not limited to, claims of intentional and negligent infliction of emotional
distress, any and all tort claims for personal injury, claims or demands
related to salary, bonuses, commissions, stock, stock options, or any other
ownership interests in the Company, vacation pay, fringe benefits, expense
reimbursements, severance pay, or any other form of disputed compensation;
claims pursuant to any federal, state or local law or cause of action
including, but not limited to, the federal Civil Rights Act of 1964, as
amended; the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”);
the federal Employee Retirement Income Security Act of 1974, as amended; the
federal Americans with Disabilities Act of 1990; the federal Worker Adjustment
and Retraining Notification Act of 1988; the California Fair Employment and
Housing Act, as amended; tort law; contract law; statutory law; common law;
wrongful discharge; discrimination; fraud; defamation; emotional distress; and
breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be
construed in any way to 



 1
 









release
the Company from its obligation to indemnify me pursuant to the Company’s
indemnification obligation pursuant to agreement or applicable law.


I acknowledge that I am knowingly and voluntarily
waiving and releasing any rights I may have under ADEA.  I also acknowledge that the consideration
given under the Agreement for the waiver and release in the preceding paragraph
hereof is in addition to anything of value to which I was already entitled.  I further acknowledge that I have been
advised by this writing, as required by the ADEA, that:  (A)
my waiver and release do not apply to any rights or claims that may arise on or
after the date I execute this Release; (B) I should consult with an attorney
prior to executing this Release;
(C) I have twenty-one (21) days to consider this Release
(although I may choose to voluntarily execute this Release earlier); (D) I have seven (7)
days following the execution of this Release by the parties to revoke the
Release; and (E) this Release shall not be effective until the date upon which
the revocation period has expired, which shall be the eighth day after this
Release is executed by me.


	
  

  	
   

  	
  [Name
  of Employee]

  
	
  Date:

  	
   

  	
   

  



 



 2















For Employees Age 40 and Older


Group Termination


EXHIBIT B


RELEASE


Certain capitalized terms used in this Release are
defined in the Amylin Pharmaceuticals, Inc. Officer Change in Control Severance
Benefit Plan (the “Plan”) which I have reviewed.


I hereby confirm my obligations under the Company’s
proprietary information and inventions agreement.


I understand that this Release, together with the
Plan, constitutes the complete, final and exclusive embodiment of the entire
agreement between the Company, affiliates of the Company and me with regard to
the subject matter hereof.  I am not
relying on any promise or representation by the Company that is not expressly
stated therein.


I acknowledge that I have read and understand Section
1542 of the California Civil Code which reads as follows: “A general
release does not extend to claims which the creditor does not know or suspect
to exist in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the debtor.”  I hereby expressly waive and relinquish all
rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to my release of any claims I may have against the
Company.


Except as otherwise set forth in this Release, I
hereby release, acquit and forever discharge the Company, its parents and
subsidiaries, and their officers, directors, agents, servants, employees,
shareholders, successors, assigns and affiliates, of and from any and all
claims, liabilities, demands, causes of action, costs, expenses, attorneys
fees, damages, indemnities and obligations of every kind and nature, in law,
equity, or otherwise, known and unknown, suspected and unsuspected, disclosed
and undisclosed (other than any claim for indemnification I may have as a
result of any third party action against me based on my employment with the
Company), arising out of or in any way related to agreements, events, acts or
conduct at any time prior to the date I execute this Release, including, but not
limited to:  all such claims and demands
directly or indirectly arising out of or in any way connected with my
employment with the Company or the termination of that employment, including
but not limited to, claims of intentional and negligent infliction of emotional
distress, any and all tort claims for personal injury, claims or demands
related to salary, bonuses, commissions, stock, stock options, or any other
ownership interests in the Company, vacation pay, fringe benefits, expense
reimbursements, severance pay, or any other form of disputed compensation;
claims pursuant to any federal, state or local law or cause of action
including, but not limited to, the federal Civil Rights Act of 1964, as
amended; the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”);
the federal Employee Retirement Income Security Act of 1974, as amended; the
federal Americans with Disabilities Act of 1990; the federal Worker Adjustment
and Retraining Notification Act of 1988; the California Fair Employment and
Housing Act, as amended; tort law; contract law; statutory law; common law;
wrongful discharge; discrimination; fraud; defamation; emotional distress; and
breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be
construed in any way to 



 1
 









release
the Company from its obligation to indemnify me pursuant to the Company’s
indemnification obligation pursuant to agreement or applicable law.


I acknowledge that I am knowingly and voluntarily waiving
and releasing any rights I may have under ADEA. 
I also acknowledge that the consideration given under the Agreement for
the waiver and release in the preceding paragraph hereof is in addition to
anything of value to which I was already entitled.  I further acknowledge that I have been
advised by this writing, as required by the ADEA, that:  (A) my
waiver and release do not apply to any rights or claims that may arise on or
after the date I execute this Release; (B) I should consult with an
attorney prior to executing this Release; (C) I have forty-five (45) days to
consider this Release (although I may choose to voluntarily execute this
Release earlier); (D) I
have seven (7) days following the execution of this Release by the parties to
revoke the Release; (E) this Release shall not be effective until the date upon
which the revocation period has expired, which shall be the eighth day after
this Release is executed by me; and (F) I have received with this Release
a detailed list of the job titles and ages of all employees who were terminated
in this group termination and the ages of all employees of all employees in the
same job classification or organizational unit who were not terminated.


	
  

  	
   

  	
  [Name of Employee]

  
	
  Date:

  	
   

  	
   

  



 



 2















For Employees Under Age 40


Individual and Group Termination


EXHIBIT C


RELEASE


Certain capitalized terms used in this Release are
defined in the Amylin Pharmaceuticals, Inc. Officer Change in Control Severance
Benefit Plan (the “Plan”) which I have reviewed.


I hereby confirm my obligations under the Company’s
proprietary information and inventions agreement.


I understand that this Release, together with the
Plan, constitutes the complete, final and exclusive embodiment of the entire
agreement between the Company, affiliates of the Company and me with regard to
the subject matter hereof.  I am not
relying on any promise or representation by the Company that is not expressly
stated therein.


I acknowledge that I have read and understand Section
1542 of the California Civil Code which reads as follows: “A general
release does not extend to claims which the creditor does not know or suspect
to exist in his favor at the time of executing the release, which if known by
him must have materially affected his settlement with the debtor.”  I hereby expressly waive and relinquish all
rights and benefits under that section and any law of any jurisdiction of
similar effect with respect to my release of any claims hereunder.


Except as otherwise set forth in this Release, I hereby
generally and completely release the Company, the Employers and their parents,
subsidiaries, successors, predecessors and affiliates, and its and their
partners, members, directors, officers, employees, stockholders, shareholders,
agents, attorneys, predecessors, insurers, affiliates and assigns, from any and
all claims, liabilities and obligations, both known and unknown, that arise out
of or are in any way related to events, acts, conduct, or omissions occurring
at any time prior to and including the date I sign this Release.  This general release includes, but is not
limited to: (a) all claims arising out of or in any way related to my
employment with the Company, the Employers or their affiliates, or the termination
of that employment; (b) all claims related to my compensation or benefits,
including salary, bonuses, commissions, vacation pay, expense reimbursements,
severance pay, fringe benefits, stock, stock options, or any other ownership
interests in the Company, the Employers, or their affiliates; (c) all
claims for breach of contract, wrongful termination, and breach of the implied
covenant of good faith and fair dealing; (d) all tort claims, including
claims for fraud, defamation, emotional distress, and discharge in violation of
public policy; and (e) all federal, state, and local statutory claims,
including claims for discrimination, harassment, retaliation, attorneys’ fees,
or other claims arising under the federal Civil Rights Act of 1964 (as
amended), the federal Americans with Disabilities Act of 1990 (as amended), the
federal Age Discrimination in Employment Act (as amended) (“ADEA”), the federal Employee
Retirement Income Security Act of 1974 (as amended), and the California Fair
Employment and Housing Act (as amended); provided, however, that nothing in this paragraph shall be
construed in any way to release the Company or its affiliates from its
obligation to indemnify me pursuant to agreement or applicable law.



 1
 









I acknowledge that to become effective, I must sign
and return this Release to the Company so that it is received not later than
fourteen (14) days following the date it is provided to me.


	
  

  	
  Employee

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 



 2