Exhibit
10.2





AGREEMENT AND
RELEASE




Agreement and
Release (“Agreement”) executed this 28th day of October, 2009, by and between
Glenn Rice (“Employee”) with an address
at ____________________________________ and Pharmacyclics, Inc., its
parents, subsidiaries and affiliates (the “Company”) with an address a 996 E.
Arques Avenue, Sunnyvale, California 94085.




1.           On
October 28, 2009 (“Notification Date”), the Company provided Employee with
thirty (30) days written notice, pursuant to Section 9(B) of Employee’s
employment agreement with the Company dated February 2, 2009 (the “Employment
Agreement”), that Employee’s employment with the Company shall end by mutual
agreement effective February 11, 2010.  As of February 11, 2010,
Employee’s duties, responsibilities, office and title will
cease.  Between the Notification Date and February 11, 2010, Employee
agrees to assist the Company with the transition, pursuant to the Company’s
directives.  The parties agree that the terms and provisions of this
Agreement are independent of Employee’s service as a director of the Company. If
the Employee is not elected as a director at the Company’s 2010 annual meeting
of stockholders the terms and provisions of this Agreement shall not be
effected.




2.           The
Company shall continue to pay Employee his annual base salary until December 1,
2009 in accordance with the Company’s standard payroll
procedures.  Between December 1, 2009 and February 11, 2010, the
Company shall pay Employee a pro-rated portion of his annual base salary based
on hours of all work performed during that time period.  Such payments
shall be made in accordance with the Company’s standard payroll
procedures.




3.




(a)             Stock Option
Acceleration.




(i)           The
grant of incentive stock options to purchase 439,560 shares of the Company’s
common stock (the “Common Shares”) issued by the Company to Employee with a
grant date of February 10, 2009 and an exercise price of $0.91 as described in
the Notice of Grant of Stock Option (the “Notice of Incentive Option Grant”)
shall be exercisable as follows:  provided Employee signs and does not
revoke this Agreement, the grant of options to purchase 109,890 Common Shares
set forth in clause (i) of the paragraph entitled “Vesting Schedule” in the
Notice of Incentive Option Grant shall be accelerated and exercisable on the
Release Effective Date, defined below, subject to the terms of the Notice of
Incentive Option Grant and Stock Option Agreement attached thereto, as modified
by this Agreement.




(ii)            The
grant of non-qualified stock options to purchase 560,440 Common Shares issued by
the Company to Employee with a grant date of February 10, 2009 and an exercise
price of $0.91 as described in the Notice of Grant of Stock Option (the “Notice
of Non-Qualified Option Grant”) shall be exercisable as follows: (x) provided
Employee signs and does not revoke this Agreement, the grant of options to
purchase 66,110 Common Shares set forth in clause (i) of the paragraph entitled
“Vesting Schedule” in the Notice of Non-Qualified Option Grant shall be
accelerated and exercisable on the Release Effective Date, defined below,
subject to the terms of the Notice of Non-Qualified Option Grant and Stock
Option Agreement attached thereto, as modified by this Agreement; and (y)
provided Employee signs and does not revoke this Agreement, the grant of options
to purchase 338,000 Common Shares set forth in clause (ii) of the paragraph
entitled “Vesting Schedule” shall be (1) accelerated with respect to options to
purchase 24,000 Common Shares, which options to purchase 24,000 Common Shares
shall be exercisable on the Release Effective Date, defined below, subject to
the terms of the Notice of Non-Qualified Option Grant and Stock Option Agreement
attached thereto, as modified by this Agreement, and (2) terminated with respect
to options to purchase the remaining 314,000 Common Shares, which options to
purchase 314,000 Common Shares shall be of no further force and
effect.









(iii)           The
options which are accelerated pursuant to Section 3(a)(i) above shall be
exercisable through February 15, 2010, after which time they shall terminate and
be of no further force and effect.  The options which are accelerated
pursuant to Section 3(a)(ii) above shall be exercisable for a period of
three months following the Release Effective Date, or for as long as the
Employee remains on the Board of Directors, whichever is longer, pursuant to the
terms of Section 5(i) of the Stock Option Agreement attached as Exhibit A to the
Notice of Non-Qualified Option Grant, after which time they shall terminate and
be of no further force and effect.




(b)           Option
Termination.  All remaining grants of options to purchase
Common Shares (i) described in the Employment Agreement, (ii) as set forth in
the Notice of Incentive Option Grant, other than the options to purchase 109,890
Common Shares, which are accelerated pursuant to Section 3(a) above, and (iii)
as set forth in the Notice of Non-Qualified Option Grant, other than the options
to purchase 66,110 and 24,000 Common Shares, respectively, which are accelerated
pursuant to Section 3(a) above, are in each case hereby terminated and shall be
of no further force and effect.




(c)           Other
Options.  Options to purchase an aggregate of 70,836 Common
Shares in the amounts, at the exercise prices and on the grant dates listed
below, shall remain in effect pursuant to their respective terms. The Options
described below, to the extent vested by their terms, shall be exercisable until
the later of February 15, 2010 or the last day Employee serves as a director of
the Company.




Grant
      Date
              Option To
      Purchase Common Shares
              Exercise
      Price10/1/2008
              5,281
              $
      2.139/10/2008
              10,000
              $
      2.301/2/2009
              55,555
              $
      0.81




4.           Employee
agrees and acknowledges that the payment and benefits provided in Paragraphs 2
and 3 above exceed any payments and benefits to which he would otherwise be
entitled under any policy, plan, and/or procedure of the Company absent his
signing an Agreement and Release.




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5.           Employee
shall have up to twenty-one (21) days from the date of his receipt of this
Agreement to consider the terms and conditions of this
Agreement.  Employee may accept this Agreement at any time within the
twenty-one (21) day period by executing it before a notary and returning it to
Ramses Erdtmann, Vice President, Finance and Administration, Pharmacyclics,
Inc., 996 E. Arques Avenue, Sunnyvale, California 94085, no later than 5:00 p.m.
on the twenty-first (21st) day after Employee’s receipt of this
Agreement.  Thereafter, Employee will have seven (7) days to revoke
this Agreement by stating his desire to do so in writing to Ramses Erdtmann at
the address listed above, and delivering it to Ramses Erdtmann no later than
5:00 p.m. on the seventh (7th) day
following the date Employee signs this Agreement.  The effective date
of this Agreement shall be the eighth (8th) day
following Employee’s signing of this Agreement (the “Release Effective Date”),
provided the Employee does not revoke the Agreement during the revocation
period.  In the event Employee does not accept this Agreement as set
forth above, or in the event Employee revokes this Agreement during the
revocation period, this Agreement, including but not limited to the obligation
of the Company and its subsidiaries and affiliates to provide the payment and
benefits referred to in Paragraphs 2 and 3 above, shall automatically be deemed
null and void.




6.         (a)  In
consideration of the payment and benefits referred to in Paragraphs 2 and 3
above, Employee for himself and for his heirs, executors, and assigns
(hereinafter collectively referred to as the “Releasors”), forever releases and
discharges the Company and any and all of its parent corporations, subsidiaries,
divisions, affiliated entities, predecessors, successors and assigns, and any
and all of its or their employee benefit and/or pension plans or funds, and any
of its or their past or present officers, directors, stockholders, agents,
trustees, administrators, employees or assigns (whether acting as agents for
such entities or in their individual capacities), (hereinafter collectively
referred to as the “Releasees”), from any and all claims, demands, causes of
action, fees and liabilities of any kind whatsoever (based upon any legal or
equitable theory, whether contractual, common-law, statutory, decisional,
federal, state, local or otherwise), whether known or unknown, which Releasors
ever had, now have or may have against the Releasees by reason of any actual or
alleged act, omission, transaction, practice, conduct, occurrence, or other
matter from the beginning of the world up to and including the Release Effective
Date, except for the obligations of the Company under this
Agreement.




(b)           Without
limiting the generality of the foregoing subparagraph (a), this Agreement is
intended to and shall release the Releasees from any and all claims arising out
of Employee’s employment with Releasees and/or the termination of Employee’s
employment, including but not limited to any claim(s) under or arising out of
(i) Title VII of the Civil Rights Act of 1964, as amended; (ii) the Americans
with Disabilities Act, as amended; (iii) the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”) (excluding claims for accrued, vested benefits
under any employee benefit plan of the Company in accordance with the terms of
such plan and applicable law); (iv)  the Age Discrimination in
Employment Act, as amended, or the Older Workers Benefit Protection Act; (v) the
California Fair Employment Practices and Housing Act; (vi) Section 806 of the
Sarbanes Oxley Act of 2002; (vii) alleged discrimination or retaliation in
employment (whether based on federal, state or local law, statutory or
decisional); (viii) the terms and conditions of Employee’s employment with the
Company, the termination of such employment, and/or any of the events relating
directly or indirectly to or surrounding that termination; and (ix) any law
(statutory or decisional) providing for attorneys’ fees, costs, disbursements
and/or the like.




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(c)           As
a further consideration and inducement for this Agreement, to the extent
permitted by law, Employee hereby waives and releases any and all rights under
Section 1542 of the California Civil Code or any analogous state, local, or
federal law, statute, rule, order or regulation that Employee had or may have
with respect to the Releasees.  California Civil Code Section 1542
reads as follows:




A GENERAL RELEASE
DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST
IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE
DEBTOR.




Employee hereby
expressly agrees that this Agreement shall extend and apply to all unknown,
unsuspected and unanticipated injuries and damages, as well as any that are now
disclosed, arising prior to Employee’s execution of this
Agreement.  This release does not extend to those rights, which as a
matter of law cannot be waived, including but not limited to unwaivable rights
Employee may have under the California Labor Code.  Nothing in this
Agreement shall limit Employee’s right to file a charge or complaint with any
state or federal agency or to participate or cooperate in such a
manner.




(d)           Notwithstanding
the foregoing, nothing in this Agreement shall be construed to prevent Employee
from filing a charge with or participating in an investigation conducted by any
governmental agency, including, without limitation, the United States Equal
Employment Opportunity Commission (“EEOC”) or applicable state or city fair
employment practices agency, to the extent required or permitted by
law.  Nevertheless, Employee understands and agrees that he is waiving
any relief available (including, for example, monetary damages or
reinstatement), under any of the claims and/or causes of action waived in
Paragraphs 6(a) and (b), including but not limited to financial benefit or
monetary recovery from any lawsuit filed or settlement reached by the EEOC or
anyone else with respect to any claims released and waived in this
Agreement.




7.         (a)  Employee
agrees that he has not and will not engage in any conduct that is injurious to
the Company’s or the Releasees’ reputation or interest, including but not
limited to (i) divulging, communicating, or in any way making use of any
confidential or proprietary information acquired in the performance of his
duties at the Company; and (ii) publicly disparaging (or inducing or encouraging
others to publicly disparage) the Company or the Releasees.




(b)           Employee
acknowledges that on or before February 11. 2010 he has returned to the Company
any and all originals and copies of documents, materials, records, credit cards,
keys, building passes, computers, blackberries and other electronic devices or
other items in his possession or control belonging to the Company or containing
proprietary information relating to the Company.  Company agrees to
keep email address active until such time.




(c)           Employee
acknowledges that the terms of the Proprietary Information and Inventions
Agreement executed by Employee on February 26, 2009 are incorporated herein by
reference, and Employee agrees and acknowledges that he is bound by its
terms.




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8.         (a)  Employee
will cooperate with the Company and/or its subsidiaries and affiliates and
its/their counsel in connection with any investigation, administrative
proceeding or litigation relating to any matter in which Employee was involved
or of which Employee has knowledge.


(c) Employee agrees
that, in the event he is subpoenaed by any person or entity (including, but not
limited to, any government agency) to give testimony (in a deposition, court
proceeding or otherwise) that in any way relates to Employee’s employment with
the Company, he will give prompt notice of such request to Ramses Erdtmann, Vice
President, Finance and Administration, or his successor, and will make no
disclosure until the Company has had a reasonable opportunity to contest the
right of the requesting person or entity to such
disclosure.




9.           The
terms and conditions of this Agreement are and shall be deemed to be
confidential, and shall not be disclosed by Employee to any person or entity
without the prior written consent of Ramses Erdtmann, Vice President, Finance
and Administration, or his successor, except if required by law, and to
Employee’s accountants, attorneys, and spouse, provided that they agree to
maintain the confidentiality of this Agreement.  Employee further
represents that he has not disclosed the terms and conditions of this Agreement
to anyone other than his attorneys, accountants and spouse.




10.           The
making of this Agreement is not intended, and shall not be construed, as an
admission that the Releasees have violated any federal, state or local law
(statutory or decisional), ordinance or regulation, breached any contract, or
committed any wrong whatsoever against Employee.




11.           The
parties agree that this Agreement may not be used as evidence in a subsequent
proceeding except in a proceeding to enforce the terms of this
Agreement.




12.           Employee
acknowledges that: (a) he has carefully read this Agreement in its entirety; (b)
he has had an opportunity to consider fully the terms of this Agreement;
(c) he has been advised by the Company in writing to consult with an
attorney of his choosing in connection with this Agreement; (d) he fully
understands the significance of all of the terms and conditions of this
Agreement and he has discussed it with his independent legal counsel, or has had
a reasonable opportunity to do so; (e) he has had answered to his satisfaction
any questions he has asked with regard to the meaning and significance of any of
the provisions of this Agreement; and (f) he is signing this Agreement
voluntarily and of his own free will and assents to all the terms and conditions
contained herein.




13.           This
Agreement is binding upon, and shall inure to the benefit of, the parties and
their respective heirs, executors, administrators, successors and
assigns.




14.           If
any provision of this Agreement shall be held by a court of competent
jurisdiction to be illegal, void, or unenforceable, such provision shall be of
no force and effect.  However, the illegality or unenforceability of
such provision shall have no effect upon, and shall not impair the
enforceability of, any other provision of this Agreement; provided, however,
that, upon any finding by a court of competent jurisdiction that the release and
covenants provided for by Paragraph 6 above is illegal, void, or unenforceable,
Employee agrees to execute a release, waiver and/or covenant that is legal and
enforceable.  Finally, any breach of the terms of Paragraphs 7, 8
and/or 9 above shall constitute a material breach of this Agreement as to which
the Company may seek appropriate relief in a court of competent
jurisdiction.




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15.           This
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of California, without regard to the
conflict of laws provisions thereof.  Actions to enforce the terms of
this Agreement, or that relate to Employee’s employment with the Company shall
be submitted to the exclusive jurisdiction of any state or federal court sitting
in the County of San Mateo, State of California.




16.           This
Agreement may be executed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument of this Agreement.




17.           This
Agreement (including any exhibits attached hereto) constitutes the complete
understanding between the parties with respect to the termination of the
Employee’s employment at the Company and supersedes any and all agreements,
understandings, and discussions, whether written or oral, between the
parties.  No amendment of any provision of this Agreement shall be
valid unless the same shall be in writing and signed by each of the parties
hereto.




[Signature
page follows]




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[Signature
page to Agreement and Release]










Dated:
            
            
            /s/ Glenn
      RiceGlenn
      Rice








PHARMACYCLICS,
      INC.By:
            /s/ Ramses
      Erdtmann
            
            Date:Ramses
      ErdtmannVice
      President, Finance and
              Administration