Exhibit 10.69

PHARMACYCLICS, INC.

[DATE]

Dear _______:

The purpose of this amended and restated letter agreement(this "**Amended Letter Agreement**") is to document the terms ofthe severance package to which you will be entitled should there occur certainchanges in control of the Company or should your employment with Pharmacyclics,Inc. (the "**Company**") be terminated involuntarily in connectionwith such changes in control of the Company.

Part One of this Amended Letter Agreement specifies the termsand conditions of your severance benefits. Part Two sets forth certaindefinitional provisions to be in effect for purposes of determining your benefitentitlements. Part Three concludes this agreement with a series of general termsand conditions applicable to your benefits.

PART ONE - CHANGE IN CONTROL BENEFITS

Upon a Change in Control or any Change RelatedTermination effected during the term of this Amended Letter Agreement, you willbecome entitled to receive the special severance benefits set forth below.

Severance Payments
.  You will receive severancepayments from the Company following your Change Related Termination in anaggregate amount equal to the sum of (A) one (1) times the annual rate of basesalary in effect for you at the time of your Change Related Termination plus (B)one (1) times the average of the bonuses paid to you for services rendered inthe fiscal year immediately preceding the fiscal year of your Change RelatedTermination. The severance payment will be paid to you in a lump sum on the dateof your Change Related Termination; 
provided
, 
however
, that, inthe event that you are considered by the Company to be a "SpecifiedEmployee" as defined in proposed or final Treasury Regulations promulgatedunder Section 409A ("
Section 409A
") of the Code, and paymentsunder this Paragraph 1 are considered non-qualified deferred compensation thatare subject to Section 409A, the payment shall be delayed until the earlier ofsix months after your Change Related Termination or your death, in which eventyou (or your estate) will receive on the first business day that is at least sixmonths and one day after the date of your Change Related Termination, or on thefirst business day after the date of your death, if applicable, a lump sum equalto all payments otherwise due pursuant to this Paragraph 1 through suchdate.  All payments under this Paragraph 1 will be subject to the Company'scollection of applicable withholding taxes.

**Health Care Coverage
.  The Company will, at itsexpense, provide you and your eligible dependents with continued health carecoverage under the Company's medical/dental insurance plan until the
earlier
 of (i) one (1) year after the effective date of your ChangeRelated Termination or (ii) the first date that you are covered under anotheremployer's health benefit program which provides substantially the same level ofbenefits without exclusion for pre-existing medical conditions. At the end ofsuch period, you will be entitled to continued health care coverage pursuant toCOBRA at your own expense to the extent permitted by law.

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Option Acceleration and Vesting of StockIssuances
.  Upon the occurrence of a Change in Control, as to alloutstanding Options then held by you which would otherwise become fullyexercisable or fully vest at least eighteen (18) months after the Change inControl, the exercisability and vesting of such options shall be accelerated inaccordance with the following schedule: fifty percent (50%) of the previouslyunexercisable or unvested portion immediately upon the Change in Control;twenty-five percent (25%) of the portion unexercisable or unvested at the timeof the Change in Control one (1) year after the Change in Control (if you arethen still employed by the Company or its successor); and twenty-five percent(25%) of the portion unexercisable or unvested at the time of the Change inControl eighteen (18) months after a Change in Control (if you are then stillemployed by the Company or its successor). All Options held by you at the timeof a Change in Control which will otherwise become fully exercisable or fullyvest within eighteen (18) months following the Change in Control will becomeexercisable and vest in accordance with the following schedule: fifty percent(50%) of the previously unexercisable or unvested portion immediately upon theChange in Control; the remaining portion will continue to become exercisable andvest in accordance with the exercise/vesting schedule applicable to thoseOptions at the time of the Change in Control. Similarly, as to all shares heldby you subject to a repurchase right in the Company which lapses over the courseof your employment at least eighteen (18) months after the Change in Control,shall automatically vest, and the repurchase right with respect thereto shalllapse, in accordance with the following schedule: fifty percent (50%) of theshares subject to repurchase immediately upon the Change in Control; twenty-fivepercent (25%) of the shares subject to repurchase one (1) year after the Changein Control (if you are then still employed by the Company or its successor); andtwenty-five percent (25%) of the shares subject to repurchase eighteen (18)months after the Change in Control (if you are then still employed by theCompany or its successor). Any shares subject to a repurchase right whichotherwise lapses within eighteen (18) months of the Change In Control will vest(and the repurchase right will lapse) in accordance with the following schedule:fifty percent (50%) of the shares subject to repurchase immediately upon theChange in Control; the remaining shares will continue to vest (and therepurchase right with respect to those shares will lapse) in accordance with thevesting schedule otherwise applicable to those shares at the time of the Changein Control.

In the event of any Change Related Termination during theeighteen (18) month period after the Change in Control, all previouslyunexercisable options (including options which did not accelerate at the time ofthe Change in Control) shall become immediately exercisable and the repurchaserights shall lapse as to all shares then held. Each such accelerated Option,together with all of your other vested Options, will remain exercisable untilthe earlier of (i) the expiration of the one (1)-year period measured from theeffective date of your Change Related Termination 

or (ii) the end of the specified ten (10)-year option termand may be exercised for any or all of the option shares in accordance with theexercise provisions of the option agreement evidencing the grant. In addition,all of the unvested Stock Issuances you hold will (to the extent not thenotherwise vested) automatically vest upon your Change Related Termination.
**Benefit Reduction
.  Should any of your severancebenefits under this Amended Letter Agreement be deemed to be parachute paymentsunder Code Section 280G, then the following limitations will become applicable:(i) first, the dollar amount of your severance payment under Paragraph 1, and(ii) then, the accelerated vesting of your options under Paragraph 3 will bereduced to the extent (and only to the extent) necessary to provide you with themaximum after-tax benefit available, after taking into account any parachuteexcise tax

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which might otherwise be payable by you under Code Section 4999 andany analogous State income tax provision.

Restrictive Covenants
.  For the twelve (12) monthperiod following your Change Related Termination:

You will not directly or indirectly, whether for your ownaccount or as an employee, director, consultant or advisor, provide services toany business enterprise which is at the time in competition with any of theCompany's then existing product lines and which is located geographically in anarea where the Company maintains substantial business activities, unless youobtain the prior written consent of the Board.

You will not directly or indirectly encourage or solicitany individual to leave the Company's employ for any reason or interfere in anyother manner with the employment relationships at the time existing between theCompany and its current or prospective employees.

You will not induce or attempt to induce any customer,supplier, distributor, licensee or other business relation of the Company tocease doing business with the Company or in any way interfere with the existingbusiness relationship between any such customer, supplier, distributor, licenseeor other business relation and the Company.

You acknowledge that monetary damages may not be sufficientto compensate the Company for any economic loss which may be incurred by reasonof your breach of the foregoing restrictive covenants. Accordingly, in the eventof any such breach, the Company shall, in addition to the cessation of theseverance benefits provided you under this agreement and any remedies availableto the Company at law, be entitled to obtain equitable relief in the form of aninjunction precluding you from continuing to engage in such breach.

None of the foregoing restrictive covenants shall beapplicable in the event your Change Related Termination occurs in connectionwith a Hostile Take-Over.
**PART TWO - DEFINITIONS

Definitions.  For purposes of this Amended LetterAgreement, the following definitions will be in effect:
**Board means the Company's Board of Directors. Changein Control means any of the following events:

(i)	a merger or consolidation in which securitiespossessing more than fifty percent (50%) of the total combined voting power ofthe Company's outstanding securities are transferred to a person or personsdifferent from the persons holding those securities immediately prior to suchtransaction and the composition of the Board of Directors of the Companyfollowing such transaction is such that the directors of the Company prior tothe transaction constitute less than fifty percent (50%) of the Board membershipfollowing the transaction,

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(ii)	the sale, transfer or other disposition of all orsubstantially all of the assets of the Company in complete liquidation ordissolution of the Company, or

(iii)	a Hostile Take-Over.
**Change Related Termination means an InvoluntaryTermination which occurs within thirty-six (36) months of a Change inControl.
**Code means the Internal Revenue Code of 1986, asamended. Common Stock means the Company's common stock.
**Health Care Coverage means the continuedmedical/dental, vision and disability insurance coverage to which you and youreligible dependents may become entitled under this agreement upon the ChangeRelated Termination of your employment other than Termination for Cause.
**Hostile Take-Over means either of the followingevents:

(i)	the acquisition, directly or indirectly, by any personor related group of persons (other than the Company or a person that directly orindirectly controls, is controlled by, or is under common control with, theCompany) of beneficial ownership (within the meaning of Rule 13d-3 of the 1934Act) of securities possessing more than fifty percent (50%) of the totalcombined voting power of the Company's outstanding securities pursuant to atender offer made directly to the Company's stockholders which the Board doesnot recommend such stockholders to accept, or

(ii)	a change in the composition of the Board over aperiod of thirty-six (36) consecutive months or less such that a majority of theBoard members ceases, by reason of one or more contested elections for Boardmembership, to be comprised of individuals who either (A) have been Boardmembers continuously since the beginning of such period or (B) have been electedor nominated for election as Board members during such period by at least amajority of the Board members described in clause (A) who were still in officeat the time the Board approved such election or nomination.
**Involuntary Termination means your "separationfrom service" with the Company within the meaning of Section 409A:

(i)	involuntarily upon your discharge or dismissal; or

(ii)	voluntarily upon your resignation following (A) achange in your position with the Company which materially reduces your level ofresponsibility, (B) an annual compensation increase, if increases are given,which is less than 50% of the mean increases given to all other corporateofficers, (C) a decrease in salary or compensation (health, benefits, vacation,etc.) which is greater than ten percent (10%) above the decrease applicable toother corporate officers on average, or (D) a relocation of your principal placeof employment by more than fifty (50) miles, provided and only if such change,reduction or relocation is effected by the Company without yourconsent.

In no event shall an Involuntary Termination be deemed tooccur should your employment terminate by reason of death or permanentdisability.

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**1934 Act means the Securities Exchange Act of 1934, asamended.
**Option means any option granted to you under theCompany's 1992 Stock Option Plan, 1995 Stock Option Plan or any other equityincentive plan subsequently adopted by the Company or any successor which isoutstanding at the time of your subsequent Change Related Termination.
**Stock Issuance means the issuance of unvested sharesof Common Stock under the Company's 1992 Stock Option Plan, the 1995 StockOption Plan or any other equity incentive plan subsequently adopted by theCompany or any successor.
**Termination for Cause means an Involuntary Terminationof your employment with the Company by reason of your commission of any act offraud, embezzlement or dishonesty, or your unauthorized use or disclosure ofconfidential information or trade secrets of the Company or its subsidiaries oryour material failure to perform your duties as specified by the Chief ExecutiveOfficer of the Company or the Board of Directors of the Company.
**PART THREE - MISCELLANEOUS PROVISIONS**
**1.**	**Termination for Cause**.Notwithstanding anything in this Amended Letter Agreement to the contrary,should your Involuntary Termination constitute a Termination for Cause, then theCompany shall only be required to pay you (i) any unpaid compensation earned forservices previously rendered through the date of such termination and (ii) anyaccrued but unpaid vacation benefits or sick days, and no benefits will bepayable to you under Part One of this Amended Letter Agreement.

**2.**	**Term of Agreement**. The provisions of thisAmended Letter Agreement will continue in effect until [DATE]. Thereafter, thisAmended Letter Agreement will continue in effect from calendar year to calendaryear, unless terminated by written notice to you from the Company at leastthirty (30) days prior to the start of the next calendar year.  In the event ofa Change in Control, this agreement shall be automatically renewed for thirty-six (36) months from the date of the Change in Control or until [DATE],whichever is later.

**3.	General Creditor Status**.  The benefits to whichyou may become entitled under this Amended Letter Agreement (except thoseattributable to your Options or Stock Issuances) will be paid, when due, fromthe general assets of the Company. Your right (or the right of the executors oradministrators of your estate) to receive any such payments will at all times bethat of a general creditor of the Company and will have no priority over theclaims of other general creditors of the Company.

**4.	Death**.  Should you die before receipt of allbenefits to which you become entitled under this Amended Letter Agreement, thenthe payment of such benefits will be made, on the due date or dates hereunderhad you survived, to the executors or administrators of your estate. Should youdie before you exercise your Options, then each such Option may be exercised,during the applicable exercise period in effect hereunder for those Options atthe time of your death, by the executors or administrators of your estate or byperson to whom the Option is transferred pursuant to your will or in accordancewith the laws of inheritance.

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**5.	Miscellaneous**.  The provisions of this AmendedLetter Agreement will be construed and interpreted under the laws of the Stateof California. This agreement incorporates the entire agreement between you andthe Company relating to the subject of severance benefits and supersedes allprior agreements and understandings with respect to such subject matter. Thisagreement may only be amended by written instrument signed by you and anotherduly-authorized officer of the Company. If any provision of this Amended LetterAgreement as applied to any party or to any circumstance should be adjudged by acourt of competent jurisdiction to be void or unenforceable for any reason, theinvalidity of that provision shall in no way affect (to the maximum extentpermissible by law) the application of such provision under circumstancesdifferent from those adjudicated by the court, the application of any otherprovision of this Amended Letter Agreement, or the enforceability or invalidityof this Amended Letter Agreement as a whole. Should any provision of thisAmended Letter Agreement become or be deemed invalid, illegal or unenforceablein any jurisdiction by reason of the scope, extent or duration of its coverage,then such provision shall be deemed amended to the extent necessary to conformto applicable law so as to be valid and enforceable or, if such provision cannotbe so amended without materially altering the intention of the parties, thensuch provision shall be stricken and the remainder of this Amended LetterAgreement shall continue in full force and effect.

**6.	Remedies**. All rights and remedies providedpursuant to this Amended Letter Agreement or by law will be cumulative, and nosuch right or remedy will be exclusive of any other. A party may pursue any oneor more rights or remedies hereunder or may seek damages or specific performancein the event of another party's breach hereunder or may pursue any other remedyby law or equity, whether or not stated in this Amended Letter Agreement.

**7.	Arbitration**.  Any controversy which may arisebetween you and the Company with respect to the construction, interpretation orapplication of any of the terms, provisions or conditions of this agreement orany monetary claim arising from or relating to this agreement will be submittedto final and binding arbitration in San Jose, California in accordance with therules of the American Arbitration Association then in effect.

**8.	No Employment or Service Contract**.  Nothing inthis agreement shall confer upon you any right to continue in the employment ofthe Company for any period of specific duration or interfere with or otherwiserestrict in any way the rights of the Company or you, which rights are herebyexpressly reserved by each, to terminate your employment at any time for anyreason whatsoever, with or without cause.

**9.	Proprietary Information**.  You hereby acknowledgethat the Company may, from time to time during your employment with the Company,disclose to you confidential information pertaining to the Company's businessand affairs. All information and data, whether or not in writing, of a privateor confidential nature concerning the business or financial affairs of theCompany (collectively, "Proprietary Information") is and will remainthe sole and exclusive property of the Company. In connection with suchProprietary Information, you agree as follows:

(i)	You will not, during your employment with the Companyor at any time thereafter, disclose to any third party or directly or indirectlymake use of any such Proprietary Information other than in connection with, andin furtherance of, the Company's business and affairs.

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(ii)	You agree that you will use all files, letters,memoranda, reports, records, data or other written, reproduced or other tangiblemanifestations of the Proprietary Information, whether created by you or others,to which you have access during your employment with the Company, only in theperformance of your duties with the Company. You will return all such materials(whether written, printed or otherwise reproduced or recorded) to the Companyimmediately upon the termination of your employment with the Company or upon anyearlier request by the Company, without retaining any copies, notes or excerptsthereof.

(iii)	Your obligations under this Paragraph 9 willcontinue in effect after the termination of your employment with the Company,whatever the reason or reasons for such termination, and the Company will havethe right to communicate with any future or prospective employer concerning yourcontinuing obligations under this Paragraph 9.

Please indicate your acceptance of the foregoing provisionsof this severance agreement by signing the enclosed copy of this Amended LetterAgreement and returning it to the Company.

PHARMACYCLICS, INC.

 

By:________________________	
	[●]

Title:	[●]

 

 

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**ACCEPTED BY AND AGREED TO**
Signature:______________________	
Dated:  [●]**************************