Exhibit 10.2


 


AMYLIN
PHARMACEUTICALS, INC.

2003 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN




STOCK OPTION
AGREEMENT

(NONSTATUTORY STOCK OPTION)


 


Pursuant to your Stock Option
Grant Notice (“Grant Notice”) and this Stock Option Agreement, Amylin
Pharmaceuticals, Inc. (the “Company”) has granted you an option pursuant
to the Company’s 2003 Non-Employee Directors’ Stock Option Plan (the “Plan”) to
purchase the number of shares of the Company’s Common Stock indicated in your
Grant Notice at the exercise price indicated in your Grant Notice.  Options granted under the Plan are issued
under the Company’s 2001 Equity Incentive Plan or any successor equity
incentive plan thereto (the “Incentive Plan”), and any shares of the Company’s
Common Stock issued upon exercise of your option will be issued out of shares
reserved for issuance under the Incentive Plan. 
Defined terms not explicitly defined in this Stock Option Agreement but
defined in the Incentive Plan shall have the same definitions as in the
Incentive Plan except to the extent otherwise defined in the Plan.


 


The details of your option are
as follows:


 


1.             VESTING.  Subject to the limitations contained herein, your
option will vest as set forth in the Plan, provided that vesting will cease
upon the termination of your Continuous Service.


 


2.             NUMBER OF SHARES AND EXERCISE
PRICE.  The number of shares of Common Stock subject to your
option and your exercise price per share referenced in your Grant Notice may be
adjusted from time to time for capitalization adjustments, as provided in the
Plan.


 


3.             METHOD OF PAYMENT.  Payment of the exercise price is due in full upon
exercise of all or any part of your option. 
You may elect to make payment of the exercise price in cash or by check
or in any other manner permitted by your Grant Notice, which may include one or
more of the following:


 


(a)           In the Company’s sole discretion at the time your
option is exercised and provided that at the time of exercise the Common Stock
is publicly traded and quoted regularly in The Wall Street Journal, pursuant to
a program developed under Regulation T as promulgated by the Federal Reserve
Board that, prior to the issuance of Common Stock, results in either the
receipt of cash (or check) by the Company or the receipt of irrevocable
instructions to pay the aggregate exercise price to the Company from the sales
proceeds.


 


(b)           Provided that at the time of exercise the Common Stock
is publicly traded and quoted regularly in The Wall Street Journal, by delivery
of already-owned shares of Common Stock either that you have held for the
period required to avoid a charge to the Company’s reported earnings (generally
six months) or that you did not acquire, directly or indirectly from the
Company, that are owned free and clear of any liens, claims, encumbrances or
security interests, and that are valued at Fair Market Value on the date of
exercise.  “Delivery”


 


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for these purposes, in
the sole discretion of the Company at the time you exercise your option, shall
include delivery to the Company of your attestation of ownership of such shares
of Common Stock in a form approved by the Company.  Notwithstanding the foregoing, you may not
exercise your option by tender to the Company of Common Stock to the extent
such tender would violate the provisions of any law, regulation or agreement
restricting the redemption of the Company’s stock.


 


(c)           Pursuant to the following deferred payment
alternative:


 


(i)            Not less than one hundred percent (100%) of the
aggregate exercise price, plus accrued interest, shall be due (i) on the
date designated by the Company in its sole and absolute discretion but not to
exceed four (4) years from date of exercise, or (ii) at the Company’s
election, upon termination of your Continuous Service.


 


(ii)           Interest shall be compounded at least annually and
shall be charged at the market rate of interest necessary to avoid a charge to
earnings for financial accounting purposes.


 


(iii)         At any time that the Company is incorporated in
Delaware, payment of the Common Stock’s “par value,” as defined in the Delaware
General Corporation Law, shall be made in cash and not by deferred payment.


 


(iv)          In order to elect the deferred payment alternative,
you must, as a part of your written notice of exercise, give notice of the
election of this payment alternative and, in order to secure the payment of the
deferred exercise price to the Company hereunder, if the Company so requests,
you must tender to the Company a promissory note and a security agreement covering
the purchased shares of Common Stock, both in form and substance satisfactory
to the Company, or such other or additional documentation as the Company may
request.


 


4.             WHOLE SHARES.  You may exercise your option only for whole shares of
Common Stock.


 


5.             SECURITIES LAW COMPLIANCE.  Notwithstanding anything to the contrary contained
herein, you may not exercise your option unless the shares of Common Stock
issuable upon such exercise are then registered under the Securities Act or, if
such shares of Common Stock are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the
registration requirements of the Securities Act.  The exercise of your option must also comply
with other applicable laws and regulations governing your option, and you may
not exercise your option if the Company determines that such exercise would not
be in material compliance with such laws and regulations.


 


6.             TERM.  You may not exercise your option before the
commencement of its term or after its term expires.  The term of your option commences on the Date
of Grant and expires upon the earliest of the following:


 


(a)           three (3) months after the termination of your
Continuous Service for any reason other than your Disability or death, provided
that if during any part of such three (3)


 


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month period your option
is not exercisable solely because of the condition set forth in the preceding
paragraph relating to “Securities Law Compliance,” your option shall not expire
until the earlier of the Expiration Date or until it shall have been
exercisable for an aggregate period of three (3) months after the
termination of your Continuous Service;


 


(b)           twelve (12) months after the termination of your
Continuous Service due to your Disability;


 


(c)           twelve (12) months after your death if you die either
during your Continuous Service or within three (3) months after your
Continuous Service terminates;


 


(d)           the Expiration Date indicated in your Grant Notice; or


 


(e)           the day before the seventh (7th) anniversary of the
Date of Grant.


 


7.             EXERCISE.


 


(a)           You may exercise the vested portion of your option
during its term by delivering a Notice of Exercise (in a form designated by the
Company) together with the exercise price to the Secretary of the Company, or
to such other person as the Company may designate, during regular business
hours, together with such additional documents as the Company may then require.


 


(b)           By exercising your option you agree that, as a
condition to any exercise of your option, the Company may require you to enter
into an arrangement providing for the payment by you to the Company of any tax
withholding obligation of the Company arising by reason of (1) the
exercise of your option, (2) the lapse of any substantial risk of
forfeiture to which the shares of Common Stock are subject at the time of
exercise, or (3) the disposition of shares of Common Stock acquired upon
such exercise.


 


8.             TRANSFERABILITY.  Your option is not transferable, except by will or by
the laws of descent and distribution, and is exercisable during your life only
by you.  Notwithstanding the foregoing,
by delivering written notice to the Company, in a form satisfactory to the Company,
you may designate a third party who, in the event of your death, shall
thereafter be entitled to exercise your option.


 


9.             OPTION NOT A SERVICE CONTRACT.  Your option is not a service contract, and nothing in
your option shall be deemed to create in any way whatsoever any obligation on
your part to continue in the service of the Company as a Director, or of the
Company to continue your service as a Director. 
Nothing in your option shall obligate the Company or an Affiliate, their
respective stockholders, Boards of Directors, Officers or Employees to continue
your relationship with the Company as a Director.


 


10.          WITHHOLDING OBLIGATIONS.


 


(a)           At the time you exercise your option, in whole or in
part, or at any time thereafter as requested by the Company, you hereby
authorize withholding from payroll and any other amounts payable to you, and
otherwise agree to make adequate provision for (including by


 


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means of a “cashless
exercise” pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection
with your option.


 


(b)           Upon your request and subject to approval by the
Company, in its sole discretion, and compliance with any applicable conditions
or restrictions of law, the Company may withhold from fully vested shares of
Common Stock otherwise issuable to you upon the exercise of your option a
number of whole shares of Common Stock having a Fair Market Value, determined
by the Company as of the date of exercise, not in excess of the minimum amount
of tax required to be withheld by law. 
If the date of determination of any tax withholding obligation is
deferred to a date later than the date of exercise of your option, share
withholding pursuant to the preceding sentence shall not be permitted unless
you make a proper and timely election under Section 83(b) of the
Code, covering the aggregate number of shares of Common Stock acquired upon
such exercise with respect to which such determination is otherwise deferred,
to accelerate the determination of such tax withholding obligation to the date
of exercise of your option.  Notwithstanding
the filing of such election, shares of Common Stock shall be withheld solely
from fully vested shares of Common Stock determined as of the date of exercise
of your option that are otherwise issuable to you upon such exercise.  Any adverse consequences to you arising in
connection with such share withholding procedure shall be your sole
responsibility.


 


(c)           You may not exercise your option unless the tax
withholding obligations of the Company and/or any Affiliate are satisfied.  Accordingly, you may not be able to exercise
your option when desired even though your option is vested, and the Company
shall have no obligation to issue a certificate for such shares of Common Stock
or release such shares of Common Stock from any escrow.


 


11.          NOTICES.  Any notices provided for in your option or the Plan
shall be given in writing and shall be deemed effectively given upon receipt
or, in the case of notices delivered by mail by the Company to you, five (5) days
after deposit in the United States mail, postage prepaid, addressed to you at
the last address you provided to the Company.


 


12.          GOVERNING PLAN DOCUMENT.  Your option is subject to all the provisions of the
Incentive Plan except to the extent otherwise provided for in the Plan, the
respective provisions of which are hereby made a part of your option, and is
further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the
Incentive Plan except to the extent otherwise provided for in the Plan or any
amendments, rules and regulations which may from time to time be
promulgated and adopted pursuant to the Plan. 
In the event of any conflict between the provisions of your option and
those of the Incentive Plan or the Plan, as applicable, the provisions of the
Incentive Plan or the Plan shall control, as the case may be.


 


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