**EXHIBIT 10.2**

** **

**AMYLINPHARMACEUTICALS, INC.AMENDED AND RESTATEDOFFICER CHANGE IN CONTROLSEVERANCE BENEFIT PLAN**

**SECTION1.**                                                    INTRODUCTION

This Amylin Pharmaceuticals, Inc. Amended and RestatedOfficer Change in Control Severance Benefit Plan (the “***Plan***”)is designed to provide separation pay and benefits to Covered Employees, assuch term is defined below.  Thisdocument constitutes the written instrument under which the Plan is maintainedand supersedes any prior plan or practice of the Company that provides for thepayment of severance benefits to Covered Employees in the form of cash andequity related benefits, except to the extent Covered Employees are parties towritten agreements with the Company that expressly contemplate that suchpersons are also eligible to participate in the Plan.  The Plan was originally approved by theCompensation Committee of the Board of Directors of the Company effectiveFebruary 8, 2001, and most recently amended and restated effective August 6,2007.

**SECTION2.**                                                    DEFINITIONS

For purposes of this Plan, the following terms shallhave the meanings set forth below:

**(a)           “Affiliate”** meansany corporation (other than the Company) in an “unbroken chain of corporations”beginning with the Company, if each of the corporations other then the lastcorporation in the unbroken chain owns stock possessing fifty percent (50%) ormore of the total combined voting power of all classes of stock in one of theother corporations in such chain.

**(b)           “Board”** means theBoard of Directors of the Company

**(c)           “Cause”**means, withrespect to a Covered Employee, that, in the reasonable determination of theCompany, such Covered Employee has (i) been convicted of or pleaded guilty or *nolo contendere* to a felony or any crime involving moralturpitude or dishonesty; (ii) participated in a fraud or act of dishonestyagainst the Company; (iii) willfully and materially breached a Company policy;(iv) intentionally damaged the Company’s property; (v) willfully and materiallybreached such Covered Employee’s Proprietary Information and InventionsAgreement with the Company; (vi) engaged in conduct that demonstrates grossunfitness to serve; or (vii) repeatedly failed to satisfactorily perform jobduties to which such Covered Employee previously agreed in writing. The conductdescribed under clauses (iii), (vi) and (vii) above will only constitute Causeif such conduct is not cured within 90 days after the Covered Employee’sreceipt of written notice from the Company or the Board specifying theparticulars of the conduct that may constitute Cause.

**(d)           “Change in Control”**means the occurrence of any of the following:

**(i)           **any “person,” assuch term is used in Sections 13(d) and 14(d) of the Securities and ExchangeAct of 1934, as amended from time to time, and any successor statute (the “ExchangeAct”) (other than the Company, a subsidiary, an Affiliate, or a Company 

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employee benefitplan, including any trustee of such plan acting as trustee) is or becomes the “beneficialowner” (as defined in Rule 13d-3 under the Exchange Act), directly orindirectly, of securities of the Company representing 50% or more of thecombined voting power of the Company’s then outstanding securities other thanby virtue of a merger, consolidation or similar transaction;

**(ii)          **there isconsummated a sale or other disposition of all or substantially all of theassets of the Company (other than a sale to an entity where at least 50% of thecombined voting power of the voting securities of such entity are owned by thestockholders of the Company in substantially the same proportions as theirownership of the Company immediately prior to such sale);

**(iii)        **there is consummateda merger, consolidation or similar transaction involving (directly orindirectly) the Company and, immediately after the consummation of suchtransaction, the stockholders immediately prior to the consummation of suchtransaction do not own, directly or indirectly, outstanding voting securitiesrepresenting more than 50% of the combined outstanding voting power of thesurviving entity in such transaction or more than 50% of the combinedoutstanding voting power of the parent of the surviving entity in suchtransaction.

**(e)           “Company”** meansAmylin Pharmaceuticals, Inc., a Delaware corporation and its Affiliates, orfollowing a Change in Control, the surviving entity resulting from suchtransaction.

**(f)            “Compensation Committee”**means the Compensation Committee of the Board.

**(g)           “Constructive Termination”**means, with respect to a Covered Employee, that such Covered Employeevoluntarily terminates his or her employment with the Company (A) after (1) anyof the following are undertaken without Cause and without such Covered Employee’sexpress written consent; (2) the Covered Employee notifies the Company inwriting, within ninety (90) days after the occurrence of one of the followingevents, which notice specifies the condition giving rise to a ConstructiveTermination and that the Covered Employee intends to terminate his employmentno earlier than thirty (30) days after the Company’s receipt of such notice;and (3) the Company does not cure such condition within thirty (30) daysfollowing its receipt of such notice or states unequivocally in writing that itdoes not intend to attempt to cure such condition; and (B) such voluntarytermination occurs within thirty (30) days following the end of the periodwithin which the Company was entitled to remedy the condition giving rise to aConstructive Termination but failed to do so:

**(i)           **a materialreduction by the Company of such Covered Employee’s annual base salary as ineffect during the last regularly scheduled payroll period immediately prior tothe period commencing 90 days prior to the applicable Change in Control (or asincreased thereafter), unless such reduction is made pursuant to an across-the-boardreduction of the base salaries of all similarly situated Covered Employee’s ofno more than ten percent (10%);

**(ii)          **such CoveredEmployee’s relocation, or the relocation of the Company’s principal executiveoffices if such Covered Employee’s principal office is at such offices by morethan fifty (50) miles from the location at which such Covered Employee wasperforming 

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his or her dutiesimmediately prior to the 90 day period preceding the applicable Change inControl, except for required travel on the Company’s business to an extentsubstantially consistent with such Covered Employee’s business travelobligations immediately prior to the commencement of such period;

**(iii)        **such Covered Employee’sassignment during the period beginning ninety (90) days prior to and endingthirteen (13) months after the applicable Change in Control of any duties orresponsibilities that results in a material diminution in such Covered Employee’sauthority, duties or responsibilities from those in effect immediately prior tothe commencement of such period; provided, however, that with respect only tothose Covered Employees serving as the Chief Executive Officer and/or ChiefFinancial Officer of the Company immediately prior to the commencement of suchperiod (each a “***KeyExecutive***”), if (i) in the case of the Key Executive so servingas Chief Executive Officer (the “*CEO*”),such Key Executive shall no longer report during such period directly to theBoard of Directors of the Company or, following such Change in Control, shallnot report directly to the board of directors of the publicly traded entitythat is, or is part of the controlled group that includes, the successor oracquiring party in such Change in Control or (ii) in the case of the KeyExecutive so serving as Chief Financial Officer, there shall be a materialdiminution in the authority, duties or responsibilities of the supervisor towhom such Key Executive is required to report (including without limitation byreason of such Key Executive continuing to report to the CEO during such periodbut the CEO at any time during such period no longer reporting directly to theBoard of Directors of the Company or, following such Change in Control, notreporting directly to the board of directors of the publicly traded entity thatis, or is part of the controlled group that includes, the successor oracquiring party in such Change in Control) and/or a requirement that eithersuch Key Executive or his or her supervisor shall report to a corporate officeror employee instead of reporting directly to the CEO), then, withoutlimitation, in each case such Key Executive shall be considered to havesuffered a material diminution in such Key Executive’s authority, duties orresponsibilities; or

**(iv)         **a material breach bythe Company of any provision of this Plan or any enforceable written agreementbetween such Covered Employee and the Company.

**(h)           “Covered Employee”**means a person eligible to participate in the Plan as provided in Section 3herein.

**(i)            “Covered Termination”**means either a Constructive Termination or an Involuntary Termination WithoutCause.

**(j)            “Disability”**meansthe Covered Employee is prevented from performing his duties hereunder byreason of any physical or mental incapacity that results in the Covered Employee’ssatisfaction of all requirements necessary to receive benefits under theCompany’s long-term disability plan due to a total disability.

**(k)           “Executive Officer”**means an officer who has been designated by the Company as an executive officerwho is subject to Section 16 of the Securities Exchange Act of 1934.

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**(l)            “Involuntary Termination WithoutCause”** means with respect to a Covered Employee such CoveredEmployee’s dismissal or discharge by the Company for a reason other than forCause.  The termination of a CoveredEmployee’s employment will not be deemed to be an “Involuntary TerminationWithout Cause” if such Covered Employee’s termination occurs as a result ofsuch Covered Employee’s death or Disability.

**(m)          “Payment Commencement Date”**means, with respect to a Covered Termination, (i) if such Covered Terminationoccurs prior to the effective date of the applicable Change in Control, thelater of (A) the effective date of such Change in Control or (B) the effectivedate of the Release required by Section 4(e) or (ii) if such CoveredTermination occurs on or after the effective date of the applicable Change inControl, the later of (X) the date of such Covered Termination or (Y) theeffective date of the Release required by Section 4(e).

**(n)          **“**Plan Administrator**” has the meaning as provided in Section7.

**(o)          **“**Qualified Plan**” means a plan sponsored by the Company or anAffiliate that is intended to be qualified under Section 401(a) of the InternalRevenue Code.

**(p)           “Substantial Risk of Forfeiture LapseDate”** means, with respect to a Covered Termination, (i) ifsuch Covered Termination occurs prior to the effective date of the applicableChange in Control, the effective date of such Change in Control, or (ii) ifsuch Covered Termination occurs on or after the effective date of theapplicable Change in Control, the date of such Covered Termination.

**SECTION3.**                                                    ELIGIBILITYAND PARTICIPATION

A person is eligible to participate in the Plan if (i)such person is an employee of the Company or an Affiliate with the title ofVice-President or higher; (ii) such person has not entered into a separateindividual “severance benefit” or “change in control agreement” with theCompany (excluding any plan or arrangement, or any portion thereof, relating toequity compensation) except to the extent such person is a party to a writtenagreement with the Company that expressly contemplates that such person is alsoeligible to participate in the Plan; (iii) the Board has designated such personas eligible to participate in the Plan; and (iv) such person’s employment withthe Company terminates due to either (A) an Involuntary Termination at any timeduring the period beginning ninety (90) days prior to and ending thirteen (13)months following the effective date of a Change in Control, or (B) aConstructive Termination for which the condition set forth in Section2(g)(i)-(iv), as applicable, giving rise to the right to resign due to aConstructive Termination occurred at any time during the period beginningninety (90) days prior to and ending thirteen (13) months following theeffective date of a Change in Control. The determination of whether an employee is a Covered Employee shall bemade by the Company, in its sole discretion, and such determination shall bebinding and conclusive on all persons.

**SECTION4.**                                                    BENEFITS

Plan benefits will not affect a Covered Employee’srights to payment of any other compensation from the Company that has beenearned by the Covered Employee but has not yet been paid at the time of theCovered Termination.  Provided that allconditions for receiving benefits under 

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the Plan are met, each Covered Employee is eligible toreceive the following benefits:

**(a)           Salary Continuation Payments.**  The Company shall continue to pay the BaseSalary of each Covered Employee, as in effect on the date of the applicableCovered Termination, for the number of months following the PaymentCommencement Date set forth in the following table based on the most senioremployment title of such Covered Employee in effect at the time of such CoveredTermination:
| Title                                        | ** ** | **Base Salary Continuation Period** |
|----------------------------------------------|------------|-------------------------------------|
| Chief Executive  Officer or President        |       | 36 months                           |
| Executive  Officer                           |       | 24 months                           |
| Vice President  other than Executive Officer |       | 18 months                           |

 

Such amounts shall be paid to each such Covered Employee in regularinstallments on the normal payroll dates of the Company commencing with thefirst payroll period following the Payment Commencement Date.  Any salary continuation payments that anyCovered Employee receives hereunder shall be subject to all required taxwithholding.

“***Base Salary***”shall mean the Covered Employee’s base pay (excluding incentive pay, premiumpay, commissions, overtime, bonuses and other forms of variable compensation),at the rate in effect during the last regularly scheduled payroll periodimmediately preceding the date of the Covered Termination, and prior to anyreduction in base salary that would permit such Covered Employee to voluntarilyterminate employment in a Constructive Termination pursuant to Section 2(g)(i).

**(b)           Bonus Payment. **The Company shall pay toeach Covered Employee a percentage of such Covered Employee’s Maximum PotentialBonus (defined below) as set forth in the following table based on the mostsenior employment title of such Covered Employee in effect at the time of theapplicable Covered Termination:

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| Title                                        | ** ** | **Percentage of Maximum Bonus Potential** |
|----------------------------------------------|------------|-------------------------------------------|
| Chief Executive  Officer or President        |       | 300%                                      |
| Executive  Officer                           |       | 200%                                      |
| Vice President  other than Executive Officer |       | 100%                                      |

 

**“Maximum Potential Bonus”** means:

(i) if, on or prior tothe date of the Covered Termination, the Compensation Committee shall haveapproved an Executive Cash Bonus Plan or similar plan applicable to suchCovered Employee and related Company and/or Covered Employee individualperformance goals thereunder (collectively, **“Cash BonusPlan”**) applicable for the year in which such Covered Terminationoccurs, the maximum full year cash bonus payable to such Covered Employee undersuch Cash Bonus Plan as if 100% of all such performance goals were attained forsuch year;

(ii) if, on or prior tothe date of the Covered Termination, the Compensation Committee shall not haveapproved a Cash Bonus Plan applicable to such Covered Employee for the year inwhich such Covered Termination occurs, but a Cash Bonus Plan applicable to suchCovered Employee exists for the year immediately preceding the year in whichsuch Covered Termination occurs, the maximum full year cash bonus payable tosuch Covered Employee under the Cash Bonus Plan in effect for such immediatelypreceding year as if 100% of all applicable performance goals were attained; or

(iii) if, on or prior tothe date of the Covered Termination, the Compensation Committee shall not haveapproved a Cash Bonus Plan applicable to such Covered Employee for either theyear in which such Covered Termination occurs or the immediately precedingyear, the largest maximum full year cash bonus payable to any other Companyofficer with an employment title equivalent to or below the employment title ofsuch Covered Employee as of the date of the Covered Termination, under either aCash Bonus Plan in effect for the year of such Covered Termination or theimmediately preceding the year as if 100% of all applicable performance goalswere attained.

Any such bonus payment pursuant to this Section 4(b) shall be in asingle lump sum to be paid within ten (10) days following the PaymentCommencement Date.  Any bonus paymentsthat any Covered Employee receives shall be subject to all required taxwithholding.

**(c)           COBRA Premium Benefits**.  If a Covered Employee is eligible to electcontinued group health plan coverage under Consolidated Omnibus BudgetReconciliation Act of 1985 (“***COBRA***”)following a Covered Termination, regardless of whether the Covered Employeemakes an election for continued COBRA coverage, the Company shall pay a single 

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lump sum payment equal to 140% of the full amount ofthe Covered Employee’s COBRA premiums for the Covered Employee’s continuedcoverage under the Company’s group health plans, including the cost of coveragefor the Covered Employee’s eligible dependents, for a period of eighteen (18)months.  For purposes of this Section4(c), references to COBRA premiums shall not include any amounts payable by theCovered Employee under an Internal Revenue Code Section 125 health carereimbursement plan.  Any such paymentthat such Covered Employee receives shall be subject to all required taxwithholding and shall be paid in a single lump sum within ten (10) daysfollowing the Payment Commencement Date.

**(d)           Equity Award Vesting AccelerationBenefits.**  Effective asof the date of the Covered Employee’s Covered Termination: (i) the vesting andexercisability of all outstanding options to purchase the Company’s commonstock that are held by the Covered Employee on such date shall be acceleratedin full as of the date of such Covered Termination, (ii) any reacquisition orrepurchase rights held by the Company in respect of common stock issuedpursuant to any other stock award granted to the Covered Employee by theCompany shall lapse in full as of the date of such Covered Termination, and(iii) the vesting of any other stock awards granted to the Covered Employee bythe Company, and any issuance of shares triggered by the vesting of such stockawards, shall be accelerated in full as of the date of such Covered  Termination.  If the Covered Termination occurs prior to the effective date of the applicableChange in Control, such vesting acceleration shall be deemed effective as ofthe date of the Covered Termination. Notwithstanding the foregoing, this Section 4(d) shall not apply tostock awards issued under or held in any Qualified Plan.

**(e)           Conditions to Receipt of Benefits.**   In order to be eligible to receive any benefitsunder the Plan, a Covered Employee also must satisfy each of the followingconditions:

**(i)           **The CoveredEmployee or his or her representative must execute a general waiver and releaseof claims in  substantially the formattached hereto as Exhibit A, Exhibit B or Exhibit C, as appropriate (the “***Release***”), within the time periodset forth therein, but in no event later than (i) if a Change in Control shallhave occurred prior to such Covered Termination, forty-five (45) days followingtermination of employment or (ii) if a Change in Control shall not haveoccurred prior to such Covered Termination, the later of (A) forty-five (45)days following termination of employment or (B) ten (10) days following theeffective date of such Change in Control, and such release must becomeeffective in accordance with its terms. The Company, in its discretion, may modify the form of the requiredRelease at any time to comply with applicable law and shall determine the formof the required Release, which may be incorporated into a termination agreementor other agreement with the Covered Employee.

**(ii)          **Following anynotification of Involuntary Termination Without Cause by the Company, theCovered Employee must reasonably satisfactorily perform his or her assigned jobduties until the date set by the Company for the termination of employment,which date may not exceed thirty (30) days following such notification.

**(f)            Termination of Benefits.**  With respect to each Covered Employee,benefits under this Plan shall terminate immediately if such Covered Employee,at any time, violates any provision of the Proprietary Information andInventions Agreement or any other proprietary information, confidentiality ornon-solicitation obligation to the Company.

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**(g)           Non-Duplication of Benefits.**  No Covered Employee is eligible to receivebenefits under this Plan more than one time.

**(h)           Offset for Indebtedness.**  If a Covered Employee is indebted to theCompany at his or her termination date, the Company reserves the right tooffset any salary continuation severance payments or other payments under thePlan by the amount of such indebtedness. Additionally, if a Covered Employee is subject to withholding for taxesrelated to any non-Plan benefits, the Company may offset any salary continuationseverance payments or other payments under the Plan by the amount of suchwithholding taxes.

**(i)            Certain Reductions. **The Company, in its solediscretion, shall have the authority to reduce a Covered Employee’s benefitsunder this Plan, in whole or in part, by any other severance benefits, pay inlieu of notice, or other similar benefits payable to the Covered Employee bythe Company or an Affiliate of the Company that become payable in connectionwith the Covered Employee’s termination of employment pursuant to anyapplicable legal requirement, including, without limitation, the WorkerAdjustment and Retraining Notification Act, the California Plant Closing Act,or any other similar state law, and the Plan Administrator shall so construeand implement the terms of the Plan; provided, however, that notwithstandingthe foregoing and any other provision in the Plan to the contrary, suchreductions shall in no event reduce the cash severance benefits provided underthis Plan to less than two (2) weeks of Base Salary (as such term is definedabove).  The Company’s decision to applysuch reductions to any particular Covered Employee and the amount of suchreductions shall in no way obligate the Company to apply the same reductions inthe same amounts to any other Covered Employee, even if similarlysituated.  In the Company’s solediscretion, such reductions may be applied on a retroactive basis, with salarycontinuation severance payments or other severance benefits previously paidbeing re-characterized as payments pursuant to the Company’s statutoryobligation.

**(j)            Deferred Compensation.** Benefits payable under the Plan on or beforeMarch 15 of the calendar year following the calendar year including theSubstantial Risk of Forfeiture Lapse Date are intended to constitute separatepayments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations andthus will be payable pursuant to the “short-term deferral” rule set forth inSection 1.409A-1(b)(4) of the Treasury Regulations.  Benefits payable under the Plan after March15 of the calendar year following the calendar year including the SubstantialRisk of Forfeiture Lapse Date are intended to constitute separate payments forpurposes of Section 1.409A-2(b)(2) of the Treasury Regulations made upon an involuntarytermination from service and payable pursuant to Section 1.409A-1(b)(9)(iii) ofthe Treasury Regulations, to the maximum extent permitted by said provision,with any excess amount being regarded as subject to the distributionrequirements of Section 409A(a)(2)(A) of the Internal Revenue Code of 1986, asamended (the “***Code***”), including, withoutlimitation, the requirement of Section 409A(a)(2)(B)(i) of the Code thatpayment to the Covered Employee be delayed until 6 months after separation fromservice if the Covered Employee is a “specified employee” within the meaning ofthe aforesaid section of the Code at the time of such separation from service.

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**SECTION5.**                                                    PARACHUTEPAYMENTS

In the event that the payments provided herein andbenefits otherwise payable to a Covered Employee (i) constitute “parachutepayments” within the meaning of Section 280G of the Code, or any comparablesuccessor provisions, and (ii) but for this Section 5 would be subject tothe excise tax imposed by Section 4999 of the Code, or any comparable successorprovisions (the “***Excise Tax***”), then suchCovered Employee’s benefits hereunder shall be either:

**(i)           **provided to suchCovered Employee in full, or

**(ii)****                               **providedto such Covered Employee as to such lesser extent which would result in noportion of such benefits being subject to the Excise Tax,

whichever of theforegoing amounts, when taking into account applicable federal, state, localand foreign income and employment taxes, the Excise Tax, and any otherapplicable taxes, results in the receipt by such Covered Employee, on anafter-tax basis, of the greatest amount of benefits, notwithstanding that allor some portion of such benefits may be taxable under the Excise Tax.  Unless the Company and such Covered Employeeotherwise agree in writing, any determination required under this Section 5shall be made in writing in good faith by the Company’s independent certifiedpublic accountants (the “***Accountants***”).  In the event of a reduction of benefitshereunder, such Covered Employee shall be given the choice of which benefits toreduce.  For purposes of making thecalculations required by this Section 5, the Accountants may make reasonableassumptions and approximations concerning applicable taxes and may rely onreasonable, good faith interpretations concerning the application of the Code,and other applicable legal authority. The Company and such Covered Employee shall furnish to the Accountantssuch information and documents as the Accountants may reasonably request inorder to make a determination under this Section 5.  The Company shall bear all costs theAccountants may reasonably incur in connection with any calculationscontemplated by this Section 5.

If, notwithstanding any reduction described in thisSection 5, the IRS determines that such Covered Employee is liable for theExcise Tax as a result of the receipt of the payment of benefits as describedabove, then such Covered Employee shall be obligated to pay back to theCompany, within thirty (30) days after a final IRS determination or in theevent that such Covered Employee challenges the final IRS determination, afinal judicial determination, a portion of the payment equal to the “***Repayment Amount.***”  The Repayment Amount with respect to thepayment of benefits shall be the smallest such amount, if any, as shall berequired to be paid to the Company so that such Covered Employee’s netafter-tax proceeds with respect to any payment of benefits (after taking intoaccount the payment of the Excise Tax and all other applicable taxes imposed onsuch payment) shall be maximized.  TheRepayment Amount with respect to the payment of benefits shall be zero if aRepayment Amount of more than zero would not result in such Covered Employee’snet after-tax proceeds with respect to the payment of such benefits beingmaximized.  If the Excise Tax is noteliminated pursuant to this paragraph, such Covered Employee shall pay theExcise Tax.

Notwithstanding any other provision of this Section 5,if (i) there is a reduction in the payment of benefits as described in thisSection 5, (ii) the IRS later determines that such Covered Employee is liablefor the Excise Tax, the payment of which would result in the maximization ofsuch Covered Employee’s net after-tax proceeds (calculated as if such CoveredEmployee’s 

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benefitshad not previously been reduced), and (iii) such Covered Employee pays theExcise Tax, then the Company shall pay to such Covered Employee those benefitswhich were reduced pursuant to this Section 5 contemporaneously or as soon as administrativelypossible after such Covered Employee pays the Excise Tax so that such CoveredEmployee’s net after-tax proceeds with respect to the payment of benefits ismaximized.

If a Covered Employee either (i) brings any action toenforce such Covered Employee’s rights pursuant to this Section 5, or (ii)defends any legal challenge to such Covered Employee’s rights hereunder, suchCovered Employee shall be entitled to recover attorneys’ fees and costsincurred in connection with such action, regardless of the outcome of suchaction; provided, however, that in the event such action is commenced by suchCovered Employee, the court finds the claim was brought in good faith.

**SECTION6.**                                                    COMPANYPROPERTY.

A Covered Employee willnot be entitled to any benefit under the Plan unless and until the CoveredEmployee returns all Company Property, except to the extent such obligation iswaived in writing by the Company.  Forthis purpose, “***Company Property***” means allCompany and/or Affiliate documents (and all copies thereof) and other Companyand/or Affiliate property which the Covered Employee had in his or herpossession at any time, including, but not limited to, Company and/or Affiliatefiles, notes, drawings records, plans, forecasts, reports, studies, analyses,proposals, agreements, financial information, research and developmentinformation, sales and marketing information, operational and personnelinformation, specifications, code, software, databases, computer-recordedinformation, tangible property and equipment (including, but not limited to,leased vehicles, computers, facsimile machines, mobile telephones, servers),credit cards, entry cards, identification badges and keys; and any materials ofany kind which contain or embody any proprietary or confidential information ofthe Company and/or an Affiliate (and all reproductions thereof in whole or inpart).  As a condition to receivingbenefits under the Plan, Covered Employees must not make or retain copies,reproductions or summaries of any such Company or Affiliate property.

**SECTION7.**                                                    ADMINISTRATIONAND OPERATION OF THE PLAN

TheCompany is the “***Plan Sponsor***” and the “***Plan Administrator***” of the Plan, assuch terms are defined in the Employee Retirement Income Security Act of 1974 (“***ERISA***”).  The Company, in its capacity as PlanAdministrator of the Plan, is the named fiduciary that has the authority tocontrol and manage the operation and administration of the Plan.  The Company has the sole discretion to makesuch rules, regulations, interpretations of the Plan and computations and shalltake such other action to administer the Plan as it may deem appropriate in itssole discretion.  Such rules,regulations, interpretations, computations, and other actions shall be conclusiveand binding upon all persons.  TheCompany may engage the services of such persons or organizations to renderadvice or perform services with respect to its responsibilities under the Planas it shall determine to be necessary or appropriate.  Such persons or organizations may include(without limitation) actuaries, attorneys, accountants and consultants.

Anyperson or group of persons may serve in more than one fiduciary capacity withrespect to the Plan.  Theresponsibilities of the Company under the Plan shall be carried out on 

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its behalf by itsdirectors, officers, employees and agents, acting on behalf or in the name ofthe Company in their capacity as directors, officers, employees and agents andnot as individual fiduciaries.  TheCompany may delegate any of its fiduciary responsibilities under the Plan toanother person or persons pursuant to a written instrument that specifies thefiduciary responsibilities so delegated to each such person.

TheCompany may also delegate the administration of some or all of the provisionsof the Plan to a committee or committees consisting of one or more personsappointed by the Company (“***Committee***”).  If administration of the Plan is delegated toa Committee, the Committee shall have, in connection with the administration ofthe Plan, the powers theretofore possessed by the Company that have beendelegated to the Committee, including the power to delegate to a subcommitteeof the Committee any of the administrative powers the Committee is authorizedto exercise (and references in this Plan to the Company shall thereafter be tothe Committee or subcommittee), subject, however, to such resolutions, notinconsistent with the provisions of the Plan, as may be adopted from time totime by the Company.

**SECTION8.**                                                    CLAIMS,INQUIRIES AND APPEALS

**(a)           Applications for Benefits andInquiries.**  Anyapplication for benefits, inquiries about the Plan or inquiries about presentor future rights under the Plan must be submitted to the Plan Administrator inwriting by an applicant (or his or her authorized representative) to:

Attention: Corporate Secretary

Re: Officer Change in Control Severance Benefit Plan

Amylin Pharmaceuticals, Inc.

9360 Towne Centre Drive

San Diego, California 92121

**(b)           Denial of Claims.**  In the event that any application forbenefits is denied in whole or in part, the Plan Administrator must provide theapplicant with written or electronic notice of the denial of the application,and of the applicant’s right to review the denial.  Any electronic notice will comply with theregulations of the U.S. Department of Labor. The written notice of denial will be set forth in a manner designed tobe understood by the employee and will include the following:

**(i)           **the specificreason or reasons for the denial;

**(ii)          **references to thespecific Plan provisions upon which the denial is based;

**(iii)        **a description of anyadditional information or material that the Plan Administrator needs tocomplete the review and an explanation of why such information or material isnecessary; and

**(iv)         **an explanation ofthe Plan’s review procedures and the time limits applicable to such procedures,including a statement of the applicant’s right to bring a civil action undersection 502(a) of ERISA following a denial on review of the claim, as describedin Section 8(d) below.

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This written notice will be given to the applicantwithin ninety (90) days after the Plan Administrator receives the application,unless special circumstances require an extension of time, in which case, thePlan Administrator has up to an additional ninety (90) days for processing theapplication.  If an extension of time forprocessing is required, written notice of the extension will be furnished tothe applicant before the end of the initial ninety (90) day period.

This notice ofextension will describe the special circumstances necessitating the additionaltime and the date by which the Plan Administrator is to render its decision onthe application.

**(c)           Request for a Review.**  Any person (or that person’s authorizedrepresentative) for whom an application for benefits is denied, in whole or inpart, may appeal the denial by submitting a request for a review to the Plan’sReview Panel within sixty (60) days after the application is denied.  The Review Panel shall be comprised of two(2) or more persons to be appointed by the Company.  A request for a review shall be in writingand shall be addressed to:

Attention: Corporate Secretary

Re: Officer Change in Control Severance Benefit Plan

Amylin Pharmaceuticals, Inc.

9360 Towne Centre Drive

San Diego, California 92121

A request for review must set forth all of the groundson which it is based, all facts in support of the request and any other mattersthat the applicant feels are pertinent. The applicant (or his or her representative) shall have the opportunityto submit (or the Review Panel) may require the applicant to submit) writtencomments, documents, records, and other information relating to his or herclaim.  The applicant (or his or herrepresentative) shall be provided, upon request and free of charge, reasonableaccess to, and copies of, all documents, records and other information relevantto his or her claim.  The review shalltake into account all comments, documents, records and other informationsubmitted by the applicant (or his or her representative) relating to theclaim, without regard to whether such information was submitted or consideredin the initial benefit determination.

**(d)           Decision on Review.**  The Review Panel will act on each request forreview within sixty (60) days after receipt of the request, unless specialcircumstances require an extension of time (not to exceed an additional sixty(60) days), for processing the request for a review.  If an extension for review is required,written notice of the extension will be furnished to the applicant within theinitial sixty (60) day period.  Thisnotice of extension will describe the special circumstances necessitating theadditional time and the date by which the Plan Administrator is to render itsdecision on the review.  The Review Panelwill give prompt, written or electronic notice of its decision to theapplicant. Any electronic notice will comply with the regulations of the U.S.Department of Labor.  In the event thatthe Review Panel confirms the denial of the application for benefits in wholeor in part, the notice will set forth, in a manner calculated to be understoodby the applicant, the following:

**(i)           **the specificreason or reasons for the denial;

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**(ii)          **references to thespecific Plan provisions upon which the denial is based;

**(iii)        **a statement that theapplicant is entitled to receive, upon request and free of charge, reasonableaccess to, and copies of, all documents, records and other information relevantto his or her claim; and

**(iv)         **a statement of theapplicant’s right to bring a civil action under section 502(a) of ERISA.

**(e)           Rules and Procedures.**  The Plan Administrator and/or the ReviewPanel may establish rules and procedures, consistent with the Plan and withERISA, as necessary and appropriate in carrying out its responsibilities inreviewing benefit claims.  The ReviewPanel may require an applicant who wishes to submit additional information inconnection with an appeal from the denial of benefits to do so at the applicant’sown expense.

**(f)            Exhaustion of Remedies.**  No legal action for benefits under the Planmay be brought until the claimant (i) has submitted a written application forbenefits in accordance with the procedures described by Section 8(a) above,(ii) has been notified by the Plan Administrator that the application isdenied, (iii) has filed a written request for a review of the application inaccordance with the appeal procedure described in Section 8(c) above, and (iv)has been notified in writing that the Plan Administrator has denied the appeal.  Notwithstanding the foregoing, if the PlanAdministrator and/or Review Panel, as the case may be, does not respond to aParticipant’s claim or appeal within the relevant time limits specified in thisSection 8, the Participant may bring legal action for benefits under the Planpursuant to Section 502(a) of ERISA.

**SECTION9.**                                                    OTHERTERMINATIONS

ACovered Employee is **not**eligible for benefits under this Plan if (i) such Covered Employee isterminated within thirty (30) days following such Covered Employee’s refusal toaccept an offer of comparable employment by any successor to the Company or anAffiliate thereof (*provided that* “comparableemployment” shall mean employment with base salary in an amount not violativeof Section 2(g)(i) and at a business office whose location is not violative ofSection 2(g)(ii)); (ii) such Covered Employee is terminated following suchCovered Employee’s refusal to allow any successor to or Affiliate of theCompany access to such Covered Employee’s employment records or access toCompany personnel regarding such Covered Employee’s performance for the purposeof evaluating such Covered Employee’s qualifications for future employment,(iii) the Covered Employee terminates employment in order to accept employmentwith another entity that is wholly or partly owned (directly or indirectly) bythe Company or an Affiliate, (iv) the Covered Employee does not satisfy each ofthe conditions for receipt of benefits as set forth in Section 4(e) of thisPlan, or (v) such Covered Employee’s employment terminates due to death,Disability or any other reason other than (A) an Involuntary Terminationoccurring at any time during the period beginning ninety (90) days prior to andending thirteen (13) months following the effective date of a Change in Control,or (B) a Constructive Termination for which the condition set forth in Section2(g)(i)-(iv), as applicable, giving rise to the right to resign due to aConstructive Termination occurred at any time during 

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the periodbeginning ninety (90) days prior to and ending thirteen (13) months followingthe effective date of a Change in Control.

**SECTION10.**                                             BASIS OFPAYMENTS TO AND FROM THE PLAN

Allbenefits under the Plan shall be paid by the Company.  The Plan shall be unfunded and benefitshereunder shall be paid only from the general assets of the Company.  A Covered Employee’s right to receivepayments under the Plan is no greater than that of the Company’s unsecuredgeneral creditors.  Therefore, if theCompany were to become insolvent, the Covered Employee might not receivebenefits under the Plan.

**SECTION11.**                                             AMENDMENTAND TERMINATION

Thecurrent term of the Plan shall continue through December 31, 2009.  This Plan shall thereafter remain in effectfor successive two-year periods beginning January 1, 2010 unless and until theBoard elects that the then-current two-year period shall be the final effectiveperiod for this Plan by a duly adopted resolution effected at least 90 daysprior to the expiration of that two-year period.  Subject to the foregoing provision, theCompany reserves the right to amend or terminate this Plan at any time; *provided, however,* that the Plan may not be amended orterminated within 90 days prior to or at any time following the occurrence of aChange in Control.

**SECTION12.**                                             NON-ALIENATIONOF BENEFITS

NoPlan benefit may be anticipated, alienated, sold, transferred, assigned,pledged, encumbered or charged, and any attempt to do so will be void.

**SECTION13.**                                             SUCCESSORSAND ASSIGNS

**(i)           **This Plan shall bebinding upon any surviving entity resulting from a Change in Control and uponany other person who is a successor by merger, acquisition, consolidation orotherwise to the business formerly carried on by the Company without regard towhether or not such person actively adopts or formally continues the Plan.  Covered Employees, to the extent they areotherwise eligible for benefits under the Plan, are intended third partybeneficiaries of this provision. The Company shall require the assumption ofthis Plan by any successor or assign of the Company

**SECTION14.**                                             LEGALCONSTRUCTION

ThisPlan shall be interpreted in accordance with ERISA and, to the extent notpreempted by ERISA, with the laws of the State of California.  This Plan constitutes both a plan documentand a summary plan description for purposes of ERISA.

**SECTION15.**                                             OTHER PLANINFORMATION

**(a)          **EmployerIdentification Number:   33-026609

**(b)          **Ending of the Plan’sFiscal Year:  December 31.

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**(c)           Agent for the Service of LegalProcess: **The Plan’sagent for service of legal process is:  GeneralCounsel, Amylin Pharmaceuticals, Inc., 9360 Towne Centre Drive, San Diego, CA92121.

**(d)           Type of Plan: **The Plan is a welfarebenefit plan.

**(e)           Plan Number: **The Plan Number assigned tothe Plan by the Plan Sponsor pursuant to the instructions of the InternalRevenue Service is 511.

**(f)            Address for Plan Sponsor and PlanAdministrator. **Thecontact information for the Plan Sponsor and the Plan Administrator of the Planis:

AmylinPharmaceuticals, Inc.

Attention:Corporate Secretary

9360 Towne Centre Drive

San Diego, California 92121

**SECTION16.**                                             STATEMENT OFERISA RIGHTS

Theterms “you” and “your” shall apply to each Covered Employee, asapplicable.  As a participant in thisPlan (which is a welfare benefit plan sponsored by the Company) you are entitledto certain rights and protections under ERISA, including the right to:

**(a)          **Examine, withoutcharge, at the Plan Administrator’s office and at other specified locations,such as work sites, all Plan documents and copies of all documents filed by thePlan with the U.S. Department of Labor, such as detailed annual reports;

**(b)          **Obtain copies ofall Plan documents and Plan information upon written request to the PlanAdministrator.  The Plan Administratormay make a reasonable charge for the copies; and

**(c)          **Receive a summaryof the Plan’s annual financial report, in the case of a plan which is requiredto file an annual financial report with the Department of Labor.

Inaddition to creating rights for Plan participants, ERISA imposes duties uponthe people responsible for the operation of the employee benefit plan.  The people who operate the Plan, called “fiduciaries”of the Plan, have a duty to do so prudently and in the interest of you andother Plan participants and beneficiaries.

Noone, including your employer or any other person, may fire you or otherwisediscriminate against you in any way to prevent you from obtaining a Planbenefit or exercising your rights under ERISA. If your claim for a Plan benefit is denied in whole or in part, you mustreceive a written explanation of the reason for the denial.  You have the right to have the PlanAdministrator review and reconsider your claim.

UnderERISA, there are steps you can take to enforce the above rights.  For instance, if you request materials fromthe Plan Administrator and do not receive them within 30 days, you mayfile suit in a federal court.  In such acase, the court may require the Plan Administrator to 

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provide thematerials and pay you up to $100 a day until you receive the materials, unlessthe materials were not sent because of reasons beyond the control of the PlanAdministrator.  If you have a claim forbenefits that is denied or ignored, in whole or in part, you may file suit in astate or federal court.  If it shouldhappen that the Plan fiduciaries misused the Plan’s money, or if you arediscriminated against for asserting your rights, you may seek assistance fromthe U.S. Department of Labor, or you may file suit in a federalcourt.  The court will decide who shouldpay court costs and legal fees.  If youare successful, the court may order the person you have sued to pay these costsand fees.  If you lose, the court mayorder you to pay these costs and fees, for example, if it finds your claim isfrivolous.

If youhave any questions about the Plan, you should contact the PlanAdministrator.  If you have any questionsabout this statement or about your rights under ERISA, or if you needassistance in obtaining documents from the Plan Administrator, you shouldcontact the nearest office of the Employee Benefits Security Administration,U.S. Department of Labor, listed in your telephone directory or the Division ofTechnical Assistance and Inquiries, Employee Benefits Security Administration,U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C.20210.  You may also obtain certainpublications about your rights and responsibilities under ERISA by calling thepublications hotline of the Employee Benefits Security Administration oraccessing its website at http://www.dol.gov/ebsa/.

Exhibit A:  Release (Employees Age 40 and OlderIndividual Termination)

Exhibit B:  Release (Employees Age 40 and Older GroupTermination)

Exhibit C:  Release (Employees Under Age 40 Individualand Group Termination)

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**For Employees Age 40 and Older**

**Individual Termination**

**EXHIBIT A**

**RELEASE**

Certain capitalized terms used in this Release aredefined in the Amylin Pharmaceuticals, Inc. Officer Change in Control SeveranceBenefit Plan (the “***Plan***”) which I have reviewed.

I hereby confirm my obligations under the Company’sproprietary information and inventions agreement.

I understand that this Release, together with thePlan, constitutes the complete, final and exclusive embodiment of the entireagreement between the Company, affiliates of the Company and me with regard tothe subject matter hereof.  I am notrelying on any promise or representation by the Company that is not expresslystated therein.

I acknowledge that I have read and understand Section1542 of the California Civil Code which reads as follows: **“A generalrelease does not extend to claims which the creditor does not know or suspectto exist in his favor at the time of executing the release, which if known byhim must have materially affected his settlement with the debtor.”**  I hereby expressly waive and relinquish allrights and benefits under that section and any law of any jurisdiction ofsimilar effect with respect to my release of any claims I may have against theCompany.

Except as otherwise set forth in this Release, Ihereby release, acquit and forever discharge the Company, its parents andsubsidiaries, and their officers, directors, agents, servants, employees,shareholders, successors, assigns and affiliates, of and from any and allclaims, liabilities, demands, causes of action, costs, expenses, attorneysfees, damages, indemnities and obligations of every kind and nature, in law,equity, or otherwise, known and unknown, suspected and unsuspected, disclosedand undisclosed (other than any claim for indemnification I may have as aresult of any third party action against me based on my employment with theCompany), arising out of or in any way related to agreements, events, acts orconduct at any time prior to the date I execute this Release, including, butnot limited to:  all such claims anddemands directly or indirectly arising out of or in any way connected with myemployment with the Company or the termination of that employment, includingbut not limited to, claims of intentional and negligent infliction of emotionaldistress, any and all tort claims for personal injury, claims or demandsrelated to salary, bonuses, commissions, stock, stock options, or any otherownership interests in the Company, vacation pay, fringe benefits, expensereimbursements, severance pay, or any other form of disputed compensation;claims pursuant to any federal, state or local law or cause of actionincluding, but not limited to, the federal Civil Rights Act of 1964, asamended; the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”);the federal Employee Retirement Income Security Act of 1974, as amended; thefederal Americans with Disabilities Act of 1990; the federal Worker Adjustmentand Retraining Notification Act of 1988; the California Fair Employment andHousing Act, as amended; tort law; contract law; statutory law; common law;wrongful discharge; discrimination; fraud; defamation; emotional distress; andbreach of the implied covenant of good faith and fair dealing; *provided, however,* that nothing in this paragraph shall beconstrued in any way to 

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releasethe Company from its obligation to indemnify me pursuant to the Company’sindemnification obligation pursuant to agreement or applicable law.

I acknowledge that I am knowingly and voluntarilywaiving and releasing any rights I may have under ADEA.  I also acknowledge that the considerationgiven under the Agreement for the waiver and release in the preceding paragraphhereof is in addition to anything of value to which I was already entitled.  I further acknowledge that I have beenadvised by this writing, as required by the ADEA, that:  (A)my waiver and release do not apply to any rights or claims that may arise on orafter the date I execute this Release; (B) I should consult with an attorneyprior to executing this Release;(C) I have twenty-one (21) days to consider this Release(although I may choose to voluntarily execute this Release earlier); (D) I have seven (7)days following the execution of this Release by the parties to revoke theRelease; and (E) this Release shall not be effective until the date upon whichthe revocation period has expired, which shall be the eighth day after thisRelease is executed by me.
|       | ** ** | **[Name  of Employee]** |
|-------|------------|-------------------------|
| Date: |       |                    |

 

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**For Employees Age 40 and Older**

**Group Termination**

**EXHIBIT B**

**RELEASE**

Certain capitalized terms used in this Release aredefined in the Amylin Pharmaceuticals, Inc. Officer Change in Control SeveranceBenefit Plan (the “***Plan***”) which I have reviewed.

I hereby confirm my obligations under the Company’sproprietary information and inventions agreement.

I understand that this Release, together with thePlan, constitutes the complete, final and exclusive embodiment of the entireagreement between the Company, affiliates of the Company and me with regard tothe subject matter hereof.  I am notrelying on any promise or representation by the Company that is not expresslystated therein.

I acknowledge that I have read and understand Section1542 of the California Civil Code which reads as follows: **“A generalrelease does not extend to claims which the creditor does not know or suspectto exist in his favor at the time of executing the release, which if known byhim must have materially affected his settlement with the debtor.”**  I hereby expressly waive and relinquish allrights and benefits under that section and any law of any jurisdiction ofsimilar effect with respect to my release of any claims I may have against theCompany.

Except as otherwise set forth in this Release, Ihereby release, acquit and forever discharge the Company, its parents andsubsidiaries, and their officers, directors, agents, servants, employees,shareholders, successors, assigns and affiliates, of and from any and allclaims, liabilities, demands, causes of action, costs, expenses, attorneysfees, damages, indemnities and obligations of every kind and nature, in law,equity, or otherwise, known and unknown, suspected and unsuspected, disclosedand undisclosed (other than any claim for indemnification I may have as aresult of any third party action against me based on my employment with theCompany), arising out of or in any way related to agreements, events, acts orconduct at any time prior to the date I execute this Release, including, but notlimited to:  all such claims and demandsdirectly or indirectly arising out of or in any way connected with myemployment with the Company or the termination of that employment, includingbut not limited to, claims of intentional and negligent infliction of emotionaldistress, any and all tort claims for personal injury, claims or demandsrelated to salary, bonuses, commissions, stock, stock options, or any otherownership interests in the Company, vacation pay, fringe benefits, expensereimbursements, severance pay, or any other form of disputed compensation;claims pursuant to any federal, state or local law or cause of actionincluding, but not limited to, the federal Civil Rights Act of 1964, asamended; the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”);the federal Employee Retirement Income Security Act of 1974, as amended; thefederal Americans with Disabilities Act of 1990; the federal Worker Adjustmentand Retraining Notification Act of 1988; the California Fair Employment andHousing Act, as amended; tort law; contract law; statutory law; common law;wrongful discharge; discrimination; fraud; defamation; emotional distress; andbreach of the implied covenant of good faith and fair dealing; *provided, however,* that nothing in this paragraph shall beconstrued in any way to 

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releasethe Company from its obligation to indemnify me pursuant to the Company’sindemnification obligation pursuant to agreement or applicable law.

I acknowledge that I am knowingly and voluntarily waivingand releasing any rights I may have under ADEA. I also acknowledge that the consideration given under the Agreement forthe waiver and release in the preceding paragraph hereof is in addition toanything of value to which I was already entitled.  I further acknowledge that I have beenadvised by this writing, as required by the ADEA, that:  (A) mywaiver and release do not apply to any rights or claims that may arise on orafter the date I execute this Release; (B) I should consult with anattorney prior to executing this Release; (C) I have forty-five (45) days toconsider this Release (although I may choose to voluntarily execute thisRelease earlier); (D) Ihave seven (7) days following the execution of this Release by the parties torevoke the Release; (E) this Release shall not be effective until the date uponwhich the revocation period has expired, which shall be the eighth day afterthis Release is executed by me; and (F) I have received with this Releasea detailed list of the job titles and ages of all employees who were terminatedin this group termination and the ages of all employees of all employees in thesame job classification or organizational unit who were not terminated.
|       |   | **[Name of Employee]** |
|-------|--------|------------------------|
| Date: |   |                   |

 

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**For Employees Under Age 40**

**Individual and Group Termination**

**EXHIBIT C**

**RELEASE**

Certain capitalized terms used in this Release aredefined in the Amylin Pharmaceuticals, Inc. Officer Change in Control SeveranceBenefit Plan (the “***Plan***”) which I have reviewed.

I hereby confirm my obligations under the Company’sproprietary information and inventions agreement.

I understand that this Release, together with thePlan, constitutes the complete, final and exclusive embodiment of the entireagreement between the Company, affiliates of the Company and me with regard tothe subject matter hereof.  I am notrelying on any promise or representation by the Company that is not expresslystated therein.

I acknowledge that I have read and understand Section1542 of the California Civil Code which reads as follows: **“A generalrelease does not extend to claims which the creditor does not know or suspectto exist in his favor at the time of executing the release, which if known byhim must have materially affected his settlement with the debtor.”**  I hereby expressly waive and relinquish allrights and benefits under that section and any law of any jurisdiction ofsimilar effect with respect to my release of any claims hereunder.

Except as otherwise set forth in this Release, I herebygenerally and completely release the Company, the Employers and their parents,subsidiaries, successors, predecessors and affiliates, and its and theirpartners, members, directors, officers, employees, stockholders, shareholders,agents, attorneys, predecessors, insurers, affiliates and assigns, from any andall claims, liabilities and obligations, both known and unknown, that arise outof or are in any way related to events, acts, conduct, or omissions occurringat any time prior to and including the date I sign this Release.  This general release includes, but is notlimited to: (a) all claims arising out of or in any way related to myemployment with the Company, the Employers or their affiliates, or the terminationof that employment; (b) all claims related to my compensation or benefits,including salary, bonuses, commissions, vacation pay, expense reimbursements,severance pay, fringe benefits, stock, stock options, or any other ownershipinterests in the Company, the Employers, or their affiliates; (c) allclaims for breach of contract, wrongful termination, and breach of the impliedcovenant of good faith and fair dealing; (d) all tort claims, includingclaims for fraud, defamation, emotional distress, and discharge in violation ofpublic policy; and (e) all federal, state, and local statutory claims,including claims for discrimination, harassment, retaliation, attorneys’ fees,or other claims arising under the federal Civil Rights Act of 1964 (asamended), the federal Americans with Disabilities Act of 1990 (as amended), thefederal Age Discrimination in Employment Act (as amended) (“***ADEA***”), the federal EmployeeRetirement Income Security Act of 1974 (as amended), and the California FairEmployment and Housing Act (as amended); *p**rovided, however,* that nothing in this paragraph shall beconstrued in any way to release the Company or its affiliates from itsobligation to indemnify me pursuant to agreement or applicable law.

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I acknowledge that to become effective, I must signand return this Release to the Company so that it is received not later thanfourteen (14) days following the date it is provided to me.
|        | **Employee** |
|--------|--------------|
|   |         |
|   | Name:        |   |
|   |         |   |
|   | Date:        |   |

 

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