Exhibit



Exhibit 10.30






Delivery Date:  July 15, 2019


Gregg H. Alton
 
Re:     Transition Services and General Release Agreement
Dear Gregg:
This Transition Services and General Release Agreement (this “Transition Agreement”), which provides for a Supplemental Release (together with the general release herein, the “Releases,” and this Transition Agreement and the Supplemental Release together shall be referred to as the “Agreement”), confirms the terms and conditions of your separation of employment with Gilead Sciences, Inc. (the “Company”), as well as the benefits the Company will provide to you in exchange for your consent to be bound by the terms of this Agreement and your execution of the Releases under and in accordance with the Gilead Sciences, Inc. Retention Program for Executive Officers (the “Retention Program”), which references certain provisions of the Gilead Sciences, Inc. Severance Plan (as amended from time to time, the “Plan”).  If you agree to the terms of this Agreement, please sign above your name at the bottom of the last page prior to the expiration date set forth below.  Regardless of whether or not you accept this Agreement, you will receive all earned but unpaid compensation, including the value of any accrued but unused vacation time, in your final paycheck.


TRANSITION SERVICES AND GENERAL RELEASE AGREEMENT
In exchange for the terms, conditions and releases set forth below, you and the Company agree as follows:
1.Employment Transition and Separation.  
(a)    You acknowledge and agree that you will continue to serve as a full-time, active employee of the Company through October 4, 2019 (the “Transition Date”).  You will serve as a non-executive, part-time employee in the role of senior advisor to the Company from the Transition Date through January 3, 2020, (your “Separation Date”), and your employment relationship with the Company will terminate effective as of the Separation Date. For the avoidance of doubt, such termination of employment on the Separation Date will be a “Qualified Termination” under the Retention Program.  After the Separation Date, you will not perform any further job duties for the Company or render services to the Company in any other capacity except as provided in Paragraph 16 below.  Accordingly, on the Separation Date, you shall incur a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code” and such section “Section 409A”).  Notwithstanding the foregoing, the Company may terminate your employment at any time prior to the Separation Date for Cause (as defined in the Retention Program), in which case you shall not be entitled to the Retention Program Benefit set forth in Paragraph 2 below.  


    




Gregg H. Alton                  Page 2 of 14





(b)    From the date hereof through the Separation Date, (i) you shall, in good faith, perform such customary and transitional duties as are reasonably requested by the Company’s Chief Executive Officer and (ii) except as set forth below, you shall continue to be eligible to participate in the Company’s employee benefit plans and programs in which you participate as of the date hereof.  
(c)    From the date hereof through the Transition Date you shall continue to be paid your annual base salary at the rate in effect as of the date hereof.  From the Transition Date through the Separation Date (the “Transition Period”), it is anticipated and expected that you will provide services to the Company for twenty (20) hours per week, as reasonably requested by the Company’s Chief Executive Officer, and, accordingly during the Transition Period, you will be paid fifty percent (50%) of your base salary at the annualized rate in effect as of the date hereof.  In the event the services reasonably requested by the Company’s Chief Executive Officer during the Transition Period require you to provide services for more than twenty hours per week and you agree to provide such excess services, then the Company will pay you a per diem amount equal to one additional day’s salary for each additional day on which such requested services are provided.  
(d)    You will be eligible to receive a 2019 annual bonus based on actual performance and paid at the time such bonuses are paid to other Company executives (and in all events by March 15, 2020) based on your current target bonus amount of 100% of base salary and the actual salary amounts paid to you through December 31, 2019, including, for the avoidance of doubt, any salary paid for the Transition Period.  You will not be eligible to participate in any additional bonus or incentive compensation arrangements after the Transition Date.
2.    Retention Program Benefit.  If you (i) sign, timely deliver, and do not revoke this Transition Agreement as described in Paragraph 21 and (ii) sign and timely deliver the Supplemental Release in the form set forth as Attachment A hereto (the “Supplemental Release”) within twenty-one (21) days following the Separation Date and do not subsequently revoke the Supplemental Release within the time period set forth therein, the Company will provide you with the following benefits (collectively, the “Retention Program Benefit”) pursuant to, and subject to the terms and conditions contained in, this Agreement and the Retention Program:
(a)    A lump sum cash payment, less all applicable withholdings and standard deductions, (the “Retention Bonus Payment”) equal to the amount (if any) that you would have received on the Second Vesting Date (as defined in the Retention Program) under Section 1 of the Retention Program had you remained employed by the Company through the Second Vesting Date.  The Retention Bonus Payment (if any) will be paid in a lump-sum within the sixty (60)-day period following the Second Vesting Date and will be included on an applicable W-2 Form issued by the Company.
(b)    Cash payments (the “Severance Payment”) equal to the equivalent of (i) twenty-four (24) months of your current regular base pay for regularly scheduled work hours (for a total pre-tax amount of $2,130,000), plus (ii) 1.0 times the average of the actual bonuses earned by you under the Company’s annual bonus plan for the three fiscal years immediately preceding the year in which the Separation Date occurs, less (iii) all applicable withholdings and 


    




Gregg H. Alton                  Page 3 of 14





standard deductions.  The Severance Payment will be paid in a series of successive equal periodic installments over a period of twenty-four (24) months.  The first such installment will be paid within the sixty (60)-day period following the Separation Date.  Each subsequent installment will be paid on a successive basis thereafter on each regularly-scheduled pay date for the Company’s salaried employees.  The Severance Payment amount will be included on an applicable W-2 Form issued by the Company.
(c)    A lump sum cash payment equal to the costs of your health care continuation coverage as if you were electing coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) for eighteen (18) months (the “Lump Sum Health Care Payment”), less all applicable withholdings and standard deductions.  Please note that if you are not a participant in the Company’s group health care plan as of your Separation Date, you will not be eligible for the Lump Sum Health Care Payment.  The Lump Sum Health Care Payment, if applicable, will be paid within the sixty (60)-day period following the Separation Date.  The Lump Sum Health Care Payment amount will be included on an applicable W-2 Form issued by the Company.
(d)    Reasonable professional outplacement services as determined by the Company for a period of six (6) consecutive months (“Outplacement Services”), provided you elect to begin the Outplacement Services within thirty (30) days after either the Separation Date or the Effective Date of the Supplemental Release, whichever is later.
(e)    The equity awards that you hold on the Separation Date will be treated as follows:
(i)    Pursuant to the Retention Program, any unvested stock options granted to you prior to January 1, 2019 and outstanding immediately prior to the Separation Date will continue to vest pursuant to the original vesting schedule(s) applicable to the award(s) for an additional twelve (12) months following the Separation Date.  Likewise, each vested option that you hold (including any option that vests during the twelve (12)-month period following the Separation Date) will remain exercisable through the date that is twelve (12) months following the Separation Date, and thereafter will remain exercisable as set forth in the applicable stock option agreement as if your cessation of service occurred on the date that is twelve (12) months after the Separation Date. Notwithstanding the foregoing, in no event will an option be exercisable after the date that is specified in the stock option agreement as the maximum term of that option (the “Expiration Date”).
(ii)    Pursuant to the qualifying retirement provisions of such grants, the stock options granted to you on and after January 1, 2019, will continue to vest in accordance with the terms thereof until fully vested.  As set forth in the applicable grant agreements, such options will remain exercisable through the close of business on the last business day prior to the expiration of the five (5)-year period following the Separation Date.  In addition, any such option that vests during the twelve (12)-month period following the Separation Date will remain exercisable with such five (5)-year period running from the date that is twelve (12) months after the Separation Date.


    




Gregg H. Alton                  Page 4 of 14





(iii)    Pursuant to the qualifying retirement provisions of such grants, all of your unvested restricted stock units outstanding immediately prior to the Separation Date (other than performance stock units, which are addressed below), will continue to vest in accordance with the terms thereof until fully vested.
(iv)    Your 2017 performance stock units (PSUs) will remain outstanding through the end of the applicable performance period, and you will vest in all of the PSUs earned under such award, as certified for the applicable performance period based on the actual level at which the applicable performance metrics are attained. 
(v)    Pursuant to the Retention Program, your 2018 PSUs will remain outstanding through the end of the applicable performance period, and you will vest in all of the PSUs earned under such award, as a result of crediting 12 months (up to the maximum number of months in the applicable Vesting Period) to the number of months (rounded to the nearest whole month) you were employed during the applicable Vesting Period (as defined in the Retention Program).
(vi)    Pursuant to the Retention Program, your 2019 PSUs will remain outstanding through the end of the applicable performance period, and you will vest in a pro-rated portion of the PSUs earned, as certified for the applicable performance period based on the actual level at which the applicable performance metrics are attained. The pro-rated portion will be calculated by multiplying (a) the total number of PSUs that otherwise would have been earned based on the certified performance attainment by (b) a fraction, the numerator of which is the sum of the number of months (rounded to the nearest whole month) you were employed during the applicable Vesting Period (as defined in the Retention Program) plus 12 months (up to the maximum number of months in the applicable Vesting Period), and the denominator of which is the number of months in the applicable Vesting Period.
(f)    Notwithstanding any provision to the contrary, no Retention Program Benefit (or component thereof) that is deemed to constitute “nonqualified deferred compensation” within the meaning of and subject to Section 409A shall be paid until the earlier of (i) the first day of the seventh (7th) month following the Separation Date or (ii) the date of your death, if you are deemed at the Separation Date to be a Specified Employee and such delayed commencement is otherwise required in order to avoid a prohibited distribution under Code Section 409A(a)(2). Upon the expiration of the applicable deferral period, all payments deferred pursuant to this Paragraph 2(f), whether they were otherwise payable in installments or a lump sum, shall be paid to you in a lump sum, and any remaining Retention Program Benefit shall be paid in accordance with the schedule described above.
3.    Repayment Obligations.  In the event you receive payment under this Agreement in excess of the Retention Program Benefit to which you are entitled under the Plan and Retention Program, you agree to repay the applicable excess amounts to the Company.  In the event that you breach your obligations set forth herein (including under Paragraphs 12, 16 and 17), you agree to repay the Retention Program Benefit to the Company within sixty (60) days following your receipt of the Company’s notification requesting such repayment. Notice shall be deemed effective upon 


    




Gregg H. Alton                  Page 5 of 14





receipt if made by personal delivery or upon deposit if sent by overnight courier or the U.S. Postal Service.
4.    Cessation of Company Benefits.  Your eligibility to participate in the Company’s employee benefit plans and programs, such as the Company’s 401K plan, short and long term disability insurance, life insurance, the employee stock purchase plan, and vacation vesting, is governed by the terms of applicable benefits plans and programs, and will cease in accordance with those terms. If you participate in the Company’s group health insurance, your health insurance benefits will cease on the last day of the month in which your Separation Date falls, subject to your right to continue health insurance for you and any eligible dependents under COBRA or other applicable law should you be eligible to and make a timely election to do so.  All of your other benefits will end on your Separation Date.
5.    Entire Consideration.  You agree and acknowledge that the Retention Program Benefit constitutes compensation that you would not otherwise be entitled to receive, now or in the future, and constitutes valuable consideration for the promises set forth in this Agreement.  You agree that the Retention Program Benefit will constitute the entire amount of monetary consideration provided to you under this Agreement and you will not seek from the Company or the Releasees (as defined below) any further compensation or other consideration for any other claimed obligation, entitlement, damage, cost, or attorneys’ fees in connection with the matters encompassed by this Agreement.  You expressly acknowledge that you have not asserted against any Releasee any allegation or claim related to sexual harassment or sexual abuse, and therefore, you represent that no portion of the Retention Program Benefit is provided to you in settlement or payment for any such allegation or claim.
6.    Release of Claims.  In consideration of the promises and commitments undertaken herein by the Company, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, you, on behalf of yourself, your agents, heirs, executors, successors and assigns, hereby release, discharge, and covenant not to sue the Company, including its parents, subsidiaries, affiliates, partners, trustees, members, owners, labor contractors, staffing agencies, and related companies, and all of its and their respective past and present employees, directors, officers, shareholders, attorneys, representatives, insurers, agents, successors, predecessors and assignees, (individually and collectively the “Releasees”)with respect to any and all actions, causes of action, suits, liabilities, claims, and demands whatsoever (upon any legal or equitable theory, whether contractual, in tort, common law, statutory, federal, state, local or otherwise), and each of them, whether known or unknown, from the beginning of time up to and including the date you sign this Transition Agreement.  The parties intend this release to be general and comprehensive in nature and to release all claims and potential claims against the Releasees to the maximum extent permitted at law.  Claims being released include specifically by way of description, but not by way of limitation, any and all claims:
(a)    arising out of or in any way related to your employment with the Company or any Releasee, including without limitation claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866 and 1871, the Civil Rights Act of 1991, the Pregnancy Discrimination Act, the Equal Pay Act of 1973, the Rehabilitation Act of 1973, 42 U.S.C. § 1981, 


    




Gregg H. Alton                  Page 6 of 14





the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act of 1990, the Equal Pay Act of 1963, the California Fair Employment and Housing Act, the Pregnancy Disability Leave law, the Family and Medical Leave Act, the California Family Rights Act, the Healthy Workplace Healthy Family Act of 2014, the Employee Retirement Income Security Act, as amended, COBRA, the Occupational Safety and Health Act, the Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act of 1988, the Health Insurance Portability and Accountability Act of 1996, the National Labor Relations Act of 1935, the Fair Labor Standards Act, the California Labor Code, the Private Attorneys’ General Act (Labor Code§ 2698 et seq.), any Wage Orders issued by the California Industrial Welfare Commission, the California Business and Professionals Code, and any similar laws or regulations of any state, local, or federal governmental entity;
(b)    arising out of or in any way related to any federal, state, or local law prohibiting bullying, harassment, retaliation, wrongful termination, or discrimination on any basis, including on the basis of age, sex, gender, race, color, religion, disability, medical condition, genetic information, pregnancy, sexual orientation, national origin, marital status, military or veteran status, citizenship, or for exercising any legal rights or otherwise engaging in any protected or concerted activity;
(c)    for breach of contract (express or implied), breach of promise, wrongful discharge, unjust dismissal, retaliation, whistleblowing, breach of fiduciary duty, breach of implied covenant of good faith and fair dealing, defamation, wrongful denial of benefits, intentional and negligent infliction of emotional distress, negligence, and any intentional torts;
(d)    arising out of or in any way related to the Plan or the Retention Program or any restricted stock unit agreement(s), stock option agreement(s) or other equity award agreement(s) previously signed by you; 
(e)    for any alleged unpaid wages due, as to which you have considered and agree that there is a good-faith dispute as to whether such wages are due, and, based on this good-faith dispute, you release and waive any and all claims regarding any alleged unpaid wages and any corresponding penalties, interest, or attorneys’ fees, in exchange for the consideration provided in this Agreement; and
(f)    for any remedies available at law or in equity, including damages, penalties, restitution, liens, injunctive relief, or the recovery of attorneys’ fees, costs, or expert witness fees.


The only claims that you are not releasing under this Transition Agreement are (i) claims for payment under this Transition Agreement, (ii) claims for vested benefits (including rights under equity awards), (iii) rights to coverage under indemnification agreements or policies or directors and officers liability insurance; and (iv) claims you may have for violation of any federal, state or local law that, by operation of law, are not waivable, including but not limited to unemployment, state disability, and California Labor Code Section 2802.  With regard to Labor Code Section 2802 or similar law of any other state, you represent and warrant that you have been reimbursed all business expenses and other expenditures incurred in direct consequence of your duties for the Company.


    




Gregg H. Alton                  Page 7 of 14





This release of claims does not prevent you or the Company or any Releasee from seeking a binding determination as to the validity of this Agreement or bringing an action in arbitration to enforce this Agreement.  
7.    Waiver of Unknown Claims.  You expressly waive any and all rights or benefits conferred by the provisions of Section 1542 of the California Civil Code or similar law of any other state, and consent that this Transition Agreement shall be given full force and effect according to each and all of its express terms and conditions, including those relating to unknown and unsuspected claims, demands and causes of actions, if any.  Section 1542 of the Civil Code states:
“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
You acknowledge that you may later discover claims or facts in addition to or different to those which you now know or believe to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Transition Agreement, may have materially affected this settlement.  Nevertheless, you waive any right, claim or cause of action that might arise as a result of such different or additional claims or facts.
8.    Covenant Not to Sue. As to any claim released under the Releases, you specifically agree and acknowledge that: (a) such claims, including those you have or might have pertaining to your employment with any Releasee, or separation of employment from any Releasee, or pertaining to any Releasee’s employment practices arising under any municipal, state, or federal law, are completely released; and (b) you have not filed or initiated any complaints, charges, claims, or causes of action against any Releasee with any municipal, state, or federal government agency or court directly or indirectly related to your employment with Company, which includes, for the sake of clarity, claims of sexual assault, or workplace harassment or discrimination based on sex, or failure to prevent an act of workplace harassment or discrimination based on sex, or an act of retaliation against a person for reporting harassment or discrimination based on sex. You agree not to reargue, reinstitute, refile, appeal, renew, or seek reconsideration or any kind of judicial review of any of the claims released under this Agreement in any court or other legal forum whatsoever, nor shall any other court actions, suits, appeals or other legal proceedings of any type be pursued or filed that are connected in any fashion to your employment with the Company or to your separation from employment.  For the sake of clarity, this covenant not to sue does not prevent you from seeking a binding determination as to the validity of this Agreement or from engaging in any protected activity described in Paragraph 9, nor does it cover any claim not released under the Releases. 
9.    Protected Activity.  Nothing in this Agreement shall be construed to prohibit you from engaging in any protected or concerted activity, or filing a complaint or charge with, or participating in any investigation or proceeding conducted by, or providing information to or otherwise assisting the Equal Employment Opportunity Commission, Department of Fair Employment and Housing, National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state, or local 


    




Gregg H. Alton                  Page 8 of 14





governmental agency or commission (“Government Agencies”). By signing this Agreement you agree to waive your right to recover individual relief based on any claims asserted in such a complaint or charge; provided, however, that nothing in this Agreement limits your right to receive an award for information you provide to any Government Agencies that are authorized to provide monetary or other awards to eligible individuals who come forward with information that leads to an agency enforcement action.  You further understand that this Agreement does not limit your ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any of the  Government Agencies, including providing documents or other information, without notice to the Company, nor does it limit your ability to disclose factual information relating to a claim filed in a civil action or a complaint filed in an administrative action regarding sexual assault, or workplace harassment or discrimination based on sex, or failure to prevent an act of workplace harassment or discrimination based on sex, or an act of retaliation against a person for reporting harassment or discrimination based on sex.  Should any charge or action be filed on your behalf involving claims released by the Releases, you agree to promptly inform the relevant agency, court, or arbitral forum that any individual claims you might otherwise have had have been released.  
10.    No Admission of Liability.  Neither this Agreement, nor anything contained in it, shall constitute or shall be used or construed as an admission or as evidence of any liability or wrongdoing.  Neither this Agreement, nor anything contained in it, shall be introduced in any proceeding except to enforce this Agreement or to defend against any claim relating to the subject matter of the release contained herein or as required by court order, subpoena or other legal process, and such introduction under these exceptions shall be pursuant to an appropriate order protecting its confidentiality.
11.    Confidentiality.  Intentionally omitted.
12.    Non-Solicitation of Employees.  You agree not to interfere with the Company’s business by soliciting, or causing or encouraging another person to solicit, any employee of the Company to terminate or cease his or her employment with the Company for a period from the date hereof through twelve (12) months after either your Separation Date or the Effective Date of the Supplemental Release, whichever is later, provided that general solicitation through a public medium not directly or indirectly targeted at employees of the Company shall not be considered a breach of this Paragraph 12.
13.     Governing Law and Venue.  The rights and obligations of you and the Company will be construed and enforced in accordance with, and will be governed by, the laws of the State of California, without regard to principles of conflict of laws.  Any dispute or claim arising out of or in connection with this Agreement or relating in any way to your employment, including any dispute regarding the enforceability, interpretation, construction or breach of this Agreement, will be resolved exclusively by binding arbitration in accordance with the then-applicable JAMS rules, policies, and/or procedures for employment-related disputes provided, however, that any claims, which by law may not be submitted to arbitration are not covered by this arbitration provision.  This means that both you and the Company give up the right to have any dispute decided in court by a jury; instead, a neutral arbitrator whose decision is final and binding will 


    




Gregg H. Alton                  Page 9 of 14





resolve it, subject to judicial review as provided by law.  Furthermore, any such dispute or claim shall be brought in an individual capacity, and not as a plaintiff or class member in any purported or actual class or collective action proceeding except where applicable law prohibits a class or collective action waiver.  A copy of the JAMS Employment Arbitration Rules and Procedures can be found online at www.jamsadr.com/rules-employment-arbitration/.  There will be one arbitrator appointed in accordance with said rules. The arbitrator will conduct any arbitration consistent with the rules.  The arbitrator will have the authority to determine the arbitrability of any dispute between the parties.  The arbitrator will have the authority to award attorneys’ fees to the prevailing party pursuant to statute or this Agreement as described below in Paragraph 24.   If there is a dispute as to who is the prevailing party in the arbitration, the arbitrator will decide this issue.  The Federal Arbitration Act shall govern the enforceability of this arbitration agreement. 
14.    Confidentiality Agreement.  You acknowledge that you signed an Employee Confidential Information and Invention Assignment Agreement (“CIIA”) in connection with your employment with the Company, and that your obligations to protect the Company’s confidential and proprietary information, and prevent the disclosure of any such information in your possession, are continuing and survive the termination of your employment with the Company.  Notwithstanding any provisions in this Agreement or the CIIA related to the unauthorized use or disclosure of trade secrets, you are hereby notified that, pursuant to the Defend Trade Secrets Act of 2016, you cannot be held criminally or civilly liable under any Federal or State trade secret law or this Agreement for the disclosure of a trade secret that is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law.  You also may not be held so liable for such disclosures made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  In addition, individuals who file a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.    
15.    Neutral Reference.  The Company agrees that if it is asked for a reference, it will respond that pursuant to Company policy, the Company can only provide your name, your position, the dates of your employment and, with written authorization from you, your salary and will provide only such information in response to a request for a reference.  Such inquiries should be directed to HR Answer at 650-522-5511 or e-mail HR.Answer@gilead.com.
16.        Cooperation.  You agree to provide reasonable information when requested by the Company about subjects you worked on during your employment. You further agree to cooperate fully with the Company to facilitate an orderly transition of your job responsibilities to person(s) designated by the Company.  You agree that, as requested by the Company or its counsel, you will fully cooperate with the Company and its counsel in any formal or informal inquiry, investigation, disciplinary or other proceeding initiated by any government agency.  You further agree to fully cooperate with the Company and its counsel in both the pursuit or prosecution of any claim or right the Company may hold against others for damages or relief and in defending the Company against any pending or future claims, complaints or actions brought against the Company, including but 


    




Gregg H. Alton                  Page 10 of 14





not limited to regulatory actions, administrative proceedings, arbitration claims or lawsuits, as well as any independent investigations by the Board of Directors of the Company (“Board”) in conjunction with a stockholder demand. In this regard, you agree that you will promptly provide all information or documents you may possess relevant to the subject matter of any inquiry, and that you will testify truthfully and with complete candor in connection with any such matter.  Nothing in this Agreement shall require you to act in an unlawful manner.  You agree that the Retention Program Benefit you receive pursuant to this Agreement is intended to fully compensate you for any services you perform pursuant to this Paragraph, and that you will not be entitled to any fee or additional compensation for your services.
17.    Non-Disparagement.  Other than in connection with filing a charge or participating in any investigation or proceeding conducted by the Equal Employment Opportunity Commission, the National Labor Relations Board, or other comparable federal, state, or local governmental agency or commission, under a valid subpoena or court order to do so, or when constituting protected activity described in Paragraph 9, you will not criticize, denigrate, or otherwise disparage the Company, or any other Releasee, or any of their products, processes, policies, practices, standards of business conduct, or areas of research, or counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company or any Releasee.  
18.    Integration and Amendment.  This Agreement, including the Releases, collectively, constitute and contain the entire agreement and understanding between the parties concerning the subject matters specifically addressed herein, including but not limited to eligibility for and payment of severance or separation benefits, and supersede and replace all prior negotiations and all agreements proposed or otherwise, whether written or oral.  This Agreement, however, does not modify, amend or supersede written Company agreements that are consistent with enforceable provisions of this Agreement, and any other agreements regarding intellectual property, invention assignment and confidentiality, including but not limited to any confidentiality agreements or stock option agreement(s) or other equity award agreement(s) previously signed by you.  Any such CIIA or stock option or equity award agreement(s) are herein incorporated by reference and remain fully enforceable as part of this integrated document, as amended by this Agreement.  Except for any changes that the Company may make with respect to Section 409A as set forth in Paragraph 23 of this Transition Agreement, this Agreement can only be changed or modified by another written agreement signed by you and an authorized executive officer of the Company. 
19.    Severability.  If any provision of this Agreement or the application thereof is held invalid, such invalidation will not affect other provisions or applications of this Agreement and to this end, the provisions of this Agreement are declared to be severable.
20.    Execution and Copies.  This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original.  Photographic, PDF, and facsimiled copies of signed counterparts may be used in lieu of the originals for any purpose.
21.    Knowing and Voluntary Agreement.  You expressly recognize and agree that, by entering into this Agreement, you are waiving any and all rights or claims that you may have arising under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit 


    




Gregg H. Alton                  Page 11 of 14





Protection Act of 1990, which have arisen on or before the date you execute this Agreement.  By your signature below, you understand and agree that:
(a)    To accept this Transition Agreement, you must sign, date, and return this Transition Agreement to the Company’s Executive Vice President and General Counsel at the address set forth below by 5:00 p.m. on August 5, 2019, which is at least twenty-one (21) full calendar days from the Delivery Date.  You have twenty-one (21) full calendar days within which to consider this Transition Agreement before executing it.  You are free to sign this Transition Agreement in less than least twenty-one (21) days if you wish but you understand that if you take fewer than least twenty-one (21) days to review and sign this Transition Agreement, you knowingly and voluntarily waive your right to review for the full least twenty-one (21)-day period.  Once you have accepted, signed, and dated, this Transition Agreement, please return it to the Company’s Executive Vice President and General Counsel at the address below:


Brett A. Pletcher  
Executive Vice President and General Counsel  
Gilead Sciences, Inc. 
333 Lakeside Drive 
Foster City, CA 94404 
Brett.Pletcher@gilead.com
(b)    Unless more time is required by applicable law or as set forth below, you have seven (7) calendar days within which to revoke this Transition Agreement after it is executed by you (the “Revocation Period”).  Any such revocation shall be in writing and shall be sent by certified mail to:


Brett A. Pletcher  
Executive Vice President and General Counsel  
Gilead Sciences, Inc. 
333 Lakeside Drive 
Foster City, CA 94404
Your written revocation must be postmarked on or before the end of the seventh (7th) day after you initially signed the Agreement, provided, however, that the expiration of the Revocation Period and deadline to submit your written revocation will be extended to the next business day after such Revocation Period expires should the 7th day fall on a Saturday, Sunday, or holiday recognized by the U.S. Postal Service, or if a revocation period longer than seven (7) calendar days is required under applicable law.  If you revoke this Transition Agreement and/or the Supplemental Release, your employment termination on the Separation Date will remain in effect; however, you will not be entitled to the Retention Program Benefit provided under the Retention Program as described in this Agreement.  
(c)    You have carefully read and fully understand all of the provisions of this Agreement and are hereby advised to consult with legal counsel.


    




Gregg H. Alton                  Page 12 of 14





(d)    You are, through this Agreement, releasing the Company from any and all claims you may have against the Company consistent with the terms of this Agreement; provided, however, that you understand that rights or claims that may arise after the date of signing are not waived.
(e)    You knowingly and voluntarily agree to all of the terms set forth in this Agreement. 
(f)    You knowingly and voluntarily intend to be legally bound by the terms set forth in this Agreement.
(g)    If you revoke either of the Releases, the provisions of Paragraph 2 of this Transition Agreement shall not be effective or enforceable. Regardless of whether you revoke the Releases in the time periods specified therein, the Transition Agreement as it relates to all matters other than the Releases shall become effective on the date you sign it.
22.    Return of Property.  On or before the Separation Date, and as a condition precedent to your receipt of the Retention Program Benefit, you will return to the Company any and all Company property, including, but not limited to, documents (in whatever paper or electronic form they exist), things relating to the business of the Company or containing confidential information and all intellectual, electronic and physical property belonging to the Company that is in your possession or control, including but not limited to any Company computer, laptop, cell phone, tablet, office keys, credit card, entry cards, and identification badges.  
23.        Deferred Compensation Tax Consequences.  All payments and benefits described in this Agreement are intended to comply with the requirements of Section 409A or an exemption therefrom; provided, however, that the Company does not warrant or guarantee such compliance. Under no circumstances may the time or schedule of any payment made or benefit provided pursuant to this Agreement be accelerated or subject to a further deferral except as permitted or required pursuant to regulations and other guidance issued pursuant to Section 409A. You shall not have any right to make any election regarding the time or form of any payment due under the terms of this Agreement.  In the event that any change to this Agreement or any additional terms are required to comply with Section 409A (or an exemption therefrom), the parties shall cooperate and use reasonable efforts to modify the terms of this Agreement to comply with Section 409A while preserving the economic benefits hereunder to the extent possible.  Furthermore, neither the Company nor its counsel has made any representations regarding the taxability of the monetary consideration to be made by the Company pursuant to this Agreement. You understand and expressly agree that in the event any income or other taxes, including any interest and/or penalties, are determined to be owed by you on any portion of the payments made hereunder, you are solely responsible for the payment of such amounts, and you agree that you shall fully indemnify the Company for any taxes, penalties, interests, fees, costs and other damages incurred or paid by the Company related to the taxability of the payments made hereunder.  The Company agrees to notify you within a reasonable time period regarding any payments sought from it for such alleged taxes, penalties, interest, fees, costs and/or other damages related to the taxability of payments made by it pursuant to this Agreement so that you will have a reasonable opportunity to defend against such claims.


    




Gregg H. Alton                  Page 13 of 14





24.    Attorneys’ Fees and Costs. In the event that either the Company or you bring an action to enforce this Agreement, the prevailing party shall be entitled to recover its costs and expenses, including the cost of arbitration and all reasonable attorneys’ fees incurred in connection with such an action.        
25.    Multiple Originals.  This Agreement is executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.
26.    Plan and Retention Program Terms. The details of the Plan are encompassed in the Gilead Sciences, Inc. Severance Plan and Summary Plan Description, and the details of the Retention Program are encompassed in the Gilead Sciences, Inc. Retention Program for Executive Officers.  A copy of the Plan and the Retention Program are attached.  




    




Gregg H. Alton                  Page 14 of 14





To accept these terms, please sign and date below and return this Agreement as set forth above.  The offer of this Agreement shall expire at 5:00 p.m. on August 5, 2019, which is at least the twenty-first (21st) calendar day after the Delivery Date.  


Sincerely,
/s/ Katie Watson    
Name:  Katie Watson
Title:   EVP, Human Resources






    



Gregg H. Alton              Page 15 of 14







PLEASE READ CAREFULLY.  THIS AGREEMENT CONTAINS A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.
I have read and understood the foregoing Transition Services and General Release Agreement, have been advised to and have had the opportunity to discuss it with anyone I desire, including an attorney of my own choice, and I accept and agree to its terms, acknowledge receipt of a copy of the same and the sufficiency of the Retention Program Benefit described above, and hereby execute this Transition Services and General Release Agreement voluntarily and with full understanding of its consequences.


/s/ Gregg H. Alton                    July 15, 2019                    
Gregg H. Alton                Date




    



Attachment A





PLEASE READ CAREFULLY.  THIS AGREEMENT CONTAINS A GENERAL RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.


SUPPLEMENTAL RELEASE OF CLAIMS


This Supplemental Release (this “Supplemental Release”), is made between Gregg H. Alton (“Alton”) and Gilead Sciences, Inc. (“Gilead”) pursuant to the Transition Services and General Release Agreement by and between Alton and Gilead (the “Transition Agreement”), and is effective on the Effective Date set forth in Paragraph 2 of this Supplemental Release. 
		
	1.
	Alton’s Release of Claims.


(a)    General Release. In consideration of the promises and commitments undertaken by Gilead in the Transition Agreement, and for other good and valuable consideration, the receipt and sufficiency of which Alton hereby acknowledges, Alton on behalf of himself, his agents, heirs, executors, successors and assigns, hereby releases, discharges, and covenants not to sue Gilead, including its parents, subsidiaries, affiliates, partners, trustees, members, owners, labor contractors, staffing agencies, and related companies, and all of its and their respective past and present employees, directors, officers, shareholders, attorneys, representatives, insurers, agents, successors, predecessors and assignees, (individually and collectively the “Releasees”) with respect to any and all actions, causes of action, suits, liabilities, claims, and demands whatsoever (upon any legal or equitable theory, whether contractual, in tort, common law, statutory, federal, state, local or otherwise), and each of them, whether known or unknown, from the beginning of time up to and including the date Alton executes this Supplemental Release.  Alton and Gilead intend this release to be general and comprehensive in nature and to release all claims and potential claims against the Releasees to the maximum extent permitted at law.  Claims being released include specifically by way of description, but not by way of limitation, any and all claims:
(i)arising out of or in any way related to Alton’s employment with Gilead or any Releasee, including without limitation claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1866 and 1871, the Civil Rights Act of 1991, the Pregnancy Discrimination Act, the Equal Pay Act of 1973, the Rehabilitation Act of 1973, 42 U.S.C. § 1981, the Americans with Disabilities Act, the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act of 1990, the Equal Pay Act of 1963, the California Fair Employment and Housing Act, the Pregnancy Disability Leave law, the Family and Medical Leave Act, the California Family Rights Act, the Healthy Workplace Healthy Family Act of 2014, the Employee Retirement Income Security Act, as amended, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Occupational Safety and Health Act, the Immigration Reform and Control Act, the Worker Adjustment and Retraining Notification Act of 1988, the Health Insurance Portability and Accountability Act of 1996, the National Labor Relations Act of 1935, the Fair Labor Standards Act, the California Labor Code, the Private Attorneys’ General Act (Labor Code§ 2698 et seq.), any Wage Orders issued by the California Industrial Welfare Commission, the California Business and Professionals Code, and any similar laws or regulations of any state, local, or federal governmental entity;


A-1









(ii)arising out of or in any way related to any federal, state, or local law prohibiting bullying, harassment, retaliation, wrongful termination, or discrimination on any basis, including on the basis of age, sex, gender, race, color, religion, disability, medical condition, genetic information, pregnancy, sexual orientation, national origin, marital status, military or veteran status, citizenship, or for exercising any legal rights or otherwise engaging in any protected or concerted activity;
(iii)for breach of contract (express or implied), breach of promise, wrongful discharge, unjust dismissal, retaliation, whistleblowing, breach of fiduciary duty, breach of implied covenant of good faith and fair dealing, defamation, wrongful denial of benefits, intentional and negligent infliction of emotional distress, negligence, and any intentional torts;
(iv)arising out of or in any way related to the Plan or the Retention Program or any restricted stock unit agreement(s), stock option agreement(s) or other equity award agreement(s) previously signed by Alton; 
(v)for any alleged unpaid wages due, as to which Alton has considered and agree that there is a good-faith dispute as to whether such wages are due, and, based on this good-faith dispute, Alton releases and waives any and all claims regarding any alleged unpaid wages and any corresponding penalties, interest, or attorneys’ fees, in exchange for the consideration provided in the Transition Agreement; and
(vi)for any remedies available at law or in equity, including damages, penalties, restitution, liens, injunctive relief, or the recovery of attorneys’ fees, costs, or expert witness fees.
(a)    The only claims that Alton is not releasing under this Supplemental Release are (i) claims for payment under the Transition Agreement, (ii) claims for vested benefits (including rights under equity awards), (iii) rights to coverage under indemnification agreements or policies or directors and officers liability insurance and (iv) claims Alton may have for violation of any federal, state or local law that, by operation of law, are not waivable, including but not limited to unemployment, state disability, and California Labor Code Section 2802.  With regard to Labor Code Section 2802 or similar law of any other state, Alton represents and warrants that Alton has been reimbursed all business expenses and other expenditures incurred in direct consequence of Alton’s duties for Gilead.
(b)    This Supplemental Release does not prevent Alton or Gilead or any Releasee from seeking a binding determination as to the validity of this Supplemental Release or the Transition Agreement or bringing an action in arbitration to enforce this Supplemental Release or the Transition Agreement.
(b)    Waiver of Unknown Claims.  Alton expressly waives any and all rights or benefits conferred by the provisions of Section 1542 of the California Civil Code or similar law of any other state, and consents that this Supplemental Release and the Transition Agreement shall be given full force and effect according to each and all of its express terms and conditions, including those relating to unknown and unsuspected claims, demands and causes of actions, if any.  Section 1542 of the Civil Code states:


A-2









“A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release, and that if known by him or her, would have materially affected his or her settlement with the debtor or released party.”
Alton acknowledges that Alton may later discover claims or facts in addition to or different to those which Alton now knows or believes to exist with respect to the subject matter of this Supplemental Release and the Transition Agreement and which, if known or suspected at the time of executing this Supplemental Release, may have materially affected this settlement.  Nevertheless, Alton waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts.
(c)    Covenant Not to Sue. As to any claim released under the Releases, Alton specifically agrees and acknowledges that: (a) such claims, including those Alton has or might have pertaining to Alton’s employment with any Releasee, or separation of employment from any Releasee, or pertaining to any Releasee’s employment practices arising under any municipal, state, or federal law, are completely released; and (b) Alton has not filed or initiated any pending complaints, charges, claims, or causes of action against any Releasee with any municipal, state, or federal government agency or court directly or indirectly related to Alton’s employment with Gilead, which includes, for the sake of clarity, claims of sexual assault, or workplace harassment or discrimination based on sex, or failure to prevent an act of workplace harassment or discrimination based on sex, or an act of retaliation against a person for reporting harassment or discrimination based on sex. Alton agrees not to reargue, reinstitute, refile, appeal, renew, or seek reconsideration or any kind of judicial review of any of the claims released under this Agreement in any court or other legal forum whatsoever, nor shall any other court actions, suits, appeals or other legal proceedings of any type be pursued or filed that are connected in any fashion to Alton’s employment with Gilead or to Alton’s separation from employment.  For the sake of clarity, this covenant not to sue does not prevent Alton from seeking a binding determination as to the validity of this Supplemental Release or from engaging in any protected activity described in Paragraph 1(d), nor does it cover any claim not released under this Supplemental Release. 
(d)    Protected Activity.  Nothing in this Agreement shall be construed to prohibit Alton from engaging in any protected or concerted activity, or filing a complaint or charge with, or participating in any investigation or proceeding conducted by, or providing information to or otherwise assisting the Equal Opportunity Employment Commission, Department of Fair Employment and Housing, National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state, or local governmental agency or commission (“Government Agencies”).  By signing this Agreement Alton agrees to waive Alton’s right to recover individual relief based on any claims asserted in such a complaint or charge; provided, however, that nothing in this Agreement limits Alton’s right to receive an award for information Alton provide to any Government Agencies that are authorized to provide monetary or other awards to eligible individuals who come forward with information that leads to an agency enforcement action.  Alton further understands that this Agreement does not limit Alton’s ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any of the  Government Agencies, including providing documents or other information, without notice to Gilead nor does it limit Alton’s ability to disclose 


A-3









factual information relating to a claim filed in a civil action or a complaint filed in an administrative action regarding sexual assault, or workplace harassment or discrimination based on sex, or failure to prevent an act of workplace harassment or discrimination based on sex, or an act of retaliation against a person for reporting harassment or discrimination based on sex.  Should any charge or action be filed on Alton’s behalf involving claims released by the Releases, Alton agrees to promptly inform the relevant agency, court, or arbitral forum that any individual claims Alton might otherwise have had have been released.  
(e)    Knowing and Voluntary Agreement.  Alton expressly recognizes and agrees that, by entering into this Agreement, Alton is waiving any and all rights or claims that Alton may have arising under the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act of 1990, which have arisen on or before the date Alton executes this Agreement.  
		
	2.
	Revocation and Effective Date.


(a)    Alton acknowledges that Alton has carefully read and fully understands all of the provisions of this Supplemental Release and is hereby advised to consult with legal counsel. Alton acknowledges that Alton has twenty-one (21) full calendar days within which to consider this Supplemental Release before executing it.  Alton is free to sign this Supplemental Release in less than twenty-one (21) days, but should Alton take fewer than twenty-one (21) days to review and sign this Supplemental Release, Alton knowingly and voluntarily waives Alton’s right to review for the full 21-day period.  Alton further acknowledges that unless more time is required by applicable law or as set forth below, Alton has seven (7) calendar days within which to revoke this Supplemental Release after it is executed by Alton (the “Revocation Period”).  Any such revocation shall be in writing and shall be sent by certified mail to:
Brett A. Pletcher  
Executive Vice President and General Counsel  
Gilead Sciences, Inc. 
333 Lakeside Drive 
Foster City, CA 94404 
Brett.Pletcher@gilead.com
(c)    Alton’s written revocation must be postmarked on or before the end of the seventh (7th) day after Alton initially signed the Supplemental Release, provided, however, that the expiration of the Revocation Period and deadline to submit the written revocation will be extended to the next business day after such Revocation Period expires should the 7th day fall on a Saturday, Sunday, or holiday recognized by the U.S. Postal Service, or if a revocation period longer than seven (7) calendar days is required under applicable law.  If Alton revoke this Supplemental Release, Alton will not be entitled to the Retention Program Benefit (as defined in the Transition Agreement).  If Alton does not revoke this Supplemental Release in the time specified above, the Supplemental Release shall become effective once the Revocation Period expires (the “Effective Date”).


A-4









(b)    This Supplemental Release may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original.  Photographic, PDF, and facsimiled copies of signed counterparts may be used in lieu of the originals for any purpose.
(c)    This Supplemental Release was entered into in California and the rights and obligations of Alton and Gilead will be construed and enforced in accordance with, and will be governed by, the laws of the State of California, without regard to principles of conflict of laws.
3.Integration.  
This Supplemental Release shall constitute a part of the Transition Agreement entered into by and between Gilead and Alton, which collectively constitute and contain the entire agreement and understanding between the parties concerning the subject matters specifically addressed herein, including but not limited to eligibility for and payment of severance or separation benefits, and supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or oral.  Except as otherwise set forth in this Supplemental Release, this Supplemental Release shall be governed by the terms and conditions of the Transition Agreement. 
I have read and understood the foregoing Supplemental Release, have been advised to and have had the opportunity to discuss it with anyone I desire, including an attorney of my own choice, and I accept and agree to its terms, acknowledge receipt of a copy of the same and the sufficiency of the monies and benefits described above, and hereby execute this Supplemental Release voluntarily and with full understanding of its consequences.


EXECUTED this ___________ day of ___________, 2020, at ________________.


_________________________________    
Gregg H. Alton


EXECUTED this ________ day of ___________ 2020, at Foster City, California.


Gilead Sciences, Inc.


 
By:      _____________________________________    
Name: 
Title: 


A-5