Exhibit 10.58


 


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 (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” for these purposes, in the sole
discretion of the Company at the time you exercise your option,


 


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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)                                  subject
to Section 6(f), 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) month period your option is not exercisable
solely because of the


 


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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)                                  subject
to Section 6(f), twelve (12) months after the termination of your
Continuous Service due to your Disability;


 


(c)                                  subject
to Section 6(f), 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;


 


(e)                                  the
day before the tenth (10th) anniversary of the Date of Grant; or


 


(f)                                    in
the event that your Continuous Service terminates without Cause (as defined
below) or because of your Disability or death, in any such case at a time when
you are 55 years old or older and have Continuous Service of 5 years or more,
then, to the extent you were entitled to exercise your option at the date of
such termination, your option will expire upon the earliest of the fifth
anniversary of such date, the Expiration Date indicated in your Grant Notice,
or the day before the tenth (10th) anniversary of the Date of Grant.


 


For purposes of this
Section 6(f) only, “Cause” means that, in the reasonable determination of
the Company, you have (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 your Proprietary Information and Inventions Agreement with the
Company; (vi) engaged in conduct that, in the reasonable determination of the
Company, demonstrates gross unfitness to serve; or (vii) repeatedly failed to
satisfactorily perform job duties to which you 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 your receipt of written notice from the
Company or the Board specifying the particulars of the conduct that may
constitute Cause.


 


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


 


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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 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


 


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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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