exv10w16



 






Exhibit 10.16




AMENDMENT TO

THE SANTARUS, INC. 1998 STOCK OPTION PLAN




     THIS AMENDMENT TO THE SANTARUS, INC. 1998 STOCK OPTION PLAN (this “Amendment”), dated as of
February 9, 2006, is made and adopted by SANTARUS, INC., a Delaware corporation (the “Company”).
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in
the Plan (as defined below).



RECITALS




     WHEREAS, the Company maintains the Santarus, Inc. 1998 Stock Option Plan (the “Plan”);




     WHEREAS, the Company desires to amend the Plan as set forth below;




     WHEREAS, pursuant to Section 13 of the Plan, the Plan may be amended by the Board of Directors
of the Company; and



     WHEREAS, the Board of Directors of the Company has approved this Amendment pursuant to
resolutions adopted effective February 9, 2006.



     NOW, THEREFORE, in consideration of the foregoing, the Company hereby amends the Plan as
follows:



     1. A new Section 8.2(g) is hereby added to the Plan as follows:



          “(g) Notwithstanding anything in this Plan or in any Option Agreement to the contrary, in the
event of a Change in Control, (i) one hundred percent (100%) of any outstanding repurchase rights
applicable to any unvested, exercised option shares (determined as of the date ten (10) days prior
to the date of the Change in Control) held by each member of the Board who is not an Employee and
who continues to serve on the Board as of the date ten (10) days prior to the date of the Change of
Control shall terminate automatically, and the shares of Stock subject to those terminated rights
shall automatically become vested shares immediately prior to the consummation of the Change in
Control and (ii) one hundred percent (100%) of any unexercisable or unvested portion of any
outstanding, unexercised Options (determined as of the date ten (10) days prior to the date of the
Change in Control) held by each member of the Board who is not an Employee and who continues to
serve on the Board as of the date ten (10) days prior to the date of the Change of Control shall
become automatically immediately exercisable and vested as of the date ten (10) days prior to the
date of the Change in Control.”




     2. This Amendment shall be and is hereby incorporated in and forms a part of the Plan. All
other terms and provisions of the Plan shall remain unchanged except as specifically modified
herein. The Plan, as amended by this Amendment, is hereby ratified and confirmed.



     I hereby certify that the foregoing Amendment was duly adopted by the Board of Directors of
Santarus, Inc. on February 9, 2006.



	 	 	 	 	 
	 

	 	By:
	 	/s/ Debra P. Crawford
	 

	 	 	 	 
	 

	 	Name:
	 	Debra P. Crawford
	 

	 	Title:
	 	SVP, Chief Financial Officer, Treasurer
	 

	 	 	 	and Secretary






 









 





PLAN HISTORY




	 	 	 
	October 30, 1998

	 	Board adopts Plan, with an initial reserve of 1,000,000 shares.
	 
	 	 
	November 5, 1998

	 	Shareholders approve Plan, with an initial reserve of 1,000,000 shares.
	 
	 	 
	June 16, 2000

	 	Board approves increase in share reserve from 1,000,000 to 1,600,000.
	 
	 	 
	August 27, 2000

	 	Shareholders approve increase in share reserve from 1,000,000 to 1,600,000.
	 
	 	 
	February 21, 2001

	 	Board approves increase in share reserve from 1,600,000 to 3,750,000.
	 
	 	 
	February 21, 2001

	 	Shareholders approve increase in share reserve from 1,600,000 to 3,750,000.
	 
	 	 
	October 10, 2001

	 	Board approves increase in share reserve form 3,750,000 to 4,600,000.
	 
	 	 
	January 14, 2002

	 	Board approves modification to allow the Board flexibility in the determination of the terms of promissory
notes delivered as payment for the exercise of options.
	 
	 	 
	January 14, 2002

	 	Shareholders approve increase in share reserve from 3,750,000 to 4,600,000.
	 
	 	 
	March 19, 2002

	 	Board approves modifications to the default provisions relating to the effect of a Change in Control on
outstanding options and exercised shares and expressly granting the Board increased flexibility in
determining such terms at the time of option grant.
	 
	 	 
	March 5, 2003

	 	Board approves increase in share reserve from 4,600,000 to 14,600,000, effective immediately subsequent to
the closing of the first sale of the Company’s Series D Preferred Stock (which sale was completed on April
30, 2003).
	March 6, 2003

	 	Shareholders approve increase in share reserve from 4,600,000 to 14,600,000, effective immediately subsequent
to the closing of the first sale of the Company’s Series D Preferred Stock (which sale was completed on April
30, 2003).
	 
	 	 
	December 3, 2003

	 	Board approves amendment and restatement of the Plan to permit (a) the transfer of Nonstatutory Stock Options
and (b) the designation of beneficiaries for both Incentive Stock Options and Nonstatutory Stock Options.
	 
	 	 
	February 9, 2006

	 	Board approves amendment to the Plan relating to acceleration of options held by non-employee Board members
in the event of a Change in Control.