Amendment No. 2 to Restricted Share Plan



 Exhibit 10.2D 
  
 Amendment No. 2 to the 
 XOMA LTD.  
 RESTRICTED SHARE PLAN 
  
 Effective December 8, 2004 and pursuant to Board action, the terms of the
options granted to employees of the Company during the period of 1996 to 2002 under the XOMA Ltd. Restricted Share Plan (the “Plan”) are hereby amended as follows: 
  
 “Effect of Termination of Employment. 
  
 (1) Termination Generally. Should an Optionee cease to be an employee of the Company while the holder
of one or more outstanding options granted to such Optionee under the Plan for any reason other than as provided under subsections (2), (3) or (4) below, then such option or options shall not remain exercisable for more than a twelve (12) month
period following the date of such cessation of employee status, and each such option shall, during such twelve (12) month period, be exercisable only to the extent of the number of shares (if any) for which the option is exercisable on the date of
such cessation of employee status. Under no circumstances, however, shall any such option be exercisable after the specified expiration date of the option term. Upon the expiration of such twelve (12) month period or (if earlier) upon the expiration
of the option term, the option shall terminate and cease to be exercisable. 
  
 (2) Termination on Death. Should an Optionee cease to be an employee of the Company while the holder of one or more outstanding options under the Plan by reason of death, then such option or options shall
become fully exercisable on the date of death even if such options were not fully exercisable prior to death, and shall remain exercisable for a twelve (12) month period following the date of death. Under no circumstances, however, shall any such
option be exercisable after the specified expiration date of the option term. Upon the expiration of such twelve (12) month period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be exercisable. In the
case of any option granted to an Optionee under the Plan and exercisable following the Optionee’s death, such options shall be exercisable by the personal representative of the Optionee’s estate or by the person or persons to whom the
option is transferred pursuant to subsection (b) above, provided such exercise occurs prior to the earlier of (i) the expiration of a twelve (12) month period following the date of the Optionee’s death or (ii) the specified
expiration date of the option term. 
  
 (3)
Termination on Retirement. Should an Optionee cease to be an employee of the Company while the holder of one or more outstanding options under the Plan by reason of retirement at or after age fifty-five (55) and where the optionee’s age
plus years of full-time employment with the Company exceed seventy (70) (“Retirement”), then such option or options shall become fully exercisable as of the date of Retirement (even if such options were not fully exercisable prior to
Retirement) as if the optionee continued in employment and shall remain exercisable for a twelve (12) month period following the date of Retirement. 
  
 Under no circumstances, however, shall any such option be exercisable after the specified expiration date of the option term. Upon the
expiration of such twelve (12) month or shorter period or (if earlier) upon the expiration of the option term, the option shall terminate and cease to be exercisable. 
  
 (4) Termination for Cause or Unauthorized Disclosure. If (i) the Optionee’s status as an
employee is terminated for cause (including, but not limited to, any act of dishonesty, willful misconduct, fraud or embezzlement or any unauthorized disclosure or use of confidential information or trade secrets) or (ii) the Optionee makes or
attempts to make any unauthorized use or disclosure of confidential information or trade secrets of the Company or its subsidiaries, then upon the occurrence of any such event all outstanding options granted the Optionee under the Plan shall
immediately terminate and cease to be exercisable. 
  

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 (5) Discretion to Accelerate Exercisability. Notwithstanding subsection (1) above,
the Plan Administrator shall have the discretion to establish as a provision applicable to the exercise of one or more options granted under the Plan that during the period of exercisability following cessation of employee status (as provided in
such subsections), the option may be exercised not only with respect to the number of shares for which it is exercisable at the time of the Optionee’s cessation of employee status but also with respect to one or more installments of purchasable
shares for which the option otherwise would have become exercisable had such cessation of employee status not occurred.” 
  

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