ex10_1.htm


    
      

    


    EXHIBIT
10.1

    


    


    Genentech,
Inc. 1991 Employee Stock Plan

    


    (Amended
and restated effective April 15, 2008)

    


    1. Purpose

     

    The
purpose of this 1991 Employee Stock Plan (the “Plan”) is to provide employees of
Genentech, Inc. (the “Company”), and its U.S. subsidiaries designated by the
Company’s Board of Directors, who wish to become stockholders of the Company an
opportunity to purchase (i) shares of Common Stock of the Company (the
“Shares”). The Plan is intended to qualify as an “employee stock purchase plan”
within the meaning of Section 423 of the Internal Revenue Code of 1986, as
amended (the “Code”).

     

    2.
Eligible Employees

     

    Subject
to the provisions of Sections 7, 8 and 9 below, any individual who is in the
full-time employment of the Company on the day on which a Grant Date (as defined
in Section 3 below) occurs is eligible to participate in an offering of
Shares made by the Company hereunder. In addition, the Board of Directors may at
any time designate one or more of the Company’s U.S. subsidiary corporations (as
defined in Section 425(f) of the Code) to be included in an offering of
Shares under the Plan. Full-time employment shall mean employment by the Company
or its designated U.S. subsidiary for:

     

    
      	 
      	
              (a)

            	
              20
      hours or more per week; and

            


    

     

    
      	 
      	
              (b)

            	
              more
      than five months in the calendar
year.

            


    

     

    3.
Grant Dates

     

    From
time to time, the Board of Directors may fix a date (a “Grant Date”) or a series
of dates (each of which is a “Grant Date”) on which the Company will grant
rights to purchase Shares (“Rights”) to employees eligible to
participate.

     

    4.
Prices

     

    The
purchase price per Share for Shares covered by a grant of Rights hereunder shall
be determined by the Board of Directors, but in no event shall be less than the
lesser of:

     

    
      	 
      	
              (a)

            	
              eighty-five
      percent (85%) of the fair market value of a Share on the Grant Date
      on which such Right was granted; or

            


    

     

    
      	 
      	
              (b)

            	
              eighty-five
      percent (85%) of the fair market value of a Share on the date such
      Right is exercised as to that
Share.

            


    

     

    5.
Exercise of Rights and Method of Payment

     

    
      	 
      	
              (a)

            	
              Rights
      granted under the Plan will be exercisable on specific dates as determined
      by the Board of Directors.

            


    

     

    
      	 
      	
              (b)

            	
              The
      method of payment for Shares purchased upon exercise of Rights granted
      hereunder shall be through regular payroll deductions or by lump sum cash
      payment, or both, as determined by the Board of Directors. No interest
      shall be paid upon payroll deductions or other payments in exercise of
      Rights unless specifically provided for by the Board of
      Directors.

            


    

     

    6.
Terms of Rights

     

    Rights
granted hereunder shall be exercisable during a twenty-seven (27) month
period or such shorter period as determined by the Board of Directors. All
Rights granted to an employee shall terminate upon termination of full-time
employment of the employee. Any payments received by the Company from a
participating employee with respect to a Right granted hereunder and not
utilized for the purchase of Shares upon exercise of such Right shall be
promptly returned to such employee by the Company after termination of such
Right, except that amounts that were not so utilized because such amounts were
insufficient to purchase a whole Share may be applied toward the purchase of
Shares pursuant to a Right subsequently granted hereunder, if any.

     

    7.
Shares Subject to the Plan

     

    No more
than Sixty Two Million Four Hundred Thousand (62,400,000) Shares may be
sold pursuant to Rights granted under the Plan. Appropriate adjustments in the
above figure, in the number of Shares covered by outstanding Rights granted
hereunder, in the exercise price of the Rights and in the maximum number of
Shares which an employee may purchase (pursuant to Section 9 below) shall
be made to give effect to any mergers, consolidations, reorganizations,
recapitalizations, stock splits, stock dividends or other relevant changes in
the capitalization of the Company occurring after the effective date of the
Plan, provided that no fractional Shares shall be subject to a Right and each
Right shall be adjusted downward to the nearest full Share. Any agreement of
merger or consolidation will include provisions for protection of the then
existing Rights of participating employees under the Plan. Either authorized and
unissued Shares or issued Shares heretofore or hereafter reacquired by the
Company may be made subject to Rights under the Plan. If for any reason any
Right under the Plan terminates in whole or in part, Shares subject to such
terminated Right may again be subject to a Right under the Plan.

     

    8.
Limitations on Grants

     

    Anything
to the contrary notwithstanding, pursuant to Section 423 of the
Code:

     

    
      	 
      	
              (a)

            	
              No
      employee shall be granted a Right hereunder if such employee, immediately
      after the Right is granted, owns stock possessing five percent
      (5%) or more of the total combined voting power or value of all
      classes of stock of the Company, its parent corporation (as defined in
      Section 425(c) of the Code) or any subsidiary corporation, in each
      case computed in accordance with Section 423(b)(3) of the
      Code.

            


    

     

    
      	 
      	
              (b)

            	
              No
      employee shall be granted a Right which permits his Rights to purchase
      Shares under all employee stock purchase plans of the Company and its
      subsidiaries to accrue at a rate which exceeds twenty-five thousand
      dollars ($25,000) (or such other maximum as may be prescribed from time to
      time by the Code) of fair market value of such Shares (determined at the
      time such Right is granted) for each calendar year in which such Right is
      outstanding at any time, all in accordance with the provisions of
      Section 423(b)(8) of the Code.

            


    

     

    9.
Limits on Participation

     

    
      	 
      	
              (a)

            	
              Participation
      shall be limited to eligible employees who enroll under the
      Plan.

            


    

     

    
      	 
      	
              (b)

            	
              No
      Right granted to any participating employee shall cover more than Ninety
      Six Thousand (96,000) Shares.

            


    

     

    
      	 
      	
              (c)

            	
              No
      more than One Million Four Hundred Forty Thousand (1,440,000) Shares
      may be purchased during any calendar quarter upon the exercise of Rights
      granted under the Plan; provided, however, that for those calendar
      quarters in which the Company pays regular annual bonuses to eligible
      employees, the maximum aggregate number of Shares which may be purchased
      upon the exercise of Rights shall be One Million Six Hundred Thousand
      (1,600,000) Shares. If the aggregate purchases of Shares upon
      exercises of Rights granted under the Plan would exceed the applicable
      maximum number for a particular calendar quarter, the maximum permitted
      number of Shares shall be allocated to the exercising participants in
      proportion to the number of Shares they would otherwise purchase during
      such calendar quarter.

            


    

     

    10.
Employee’s Rights as Stockholder

     

    No
participating employee shall have any Rights as a stockholder in the Shares
covered by a Right granted hereunder until such Right has been exercised, full
payment has been made for the corresponding Shares and the purchase has been
entered in the records of the Transfer Agent for the Shares.

     

    11.
Rights Not Transferable

     

    Rights
under the Plan are not assignable or transferable by a participating
employee.

     

    12.
Amendments or Discontinuance of the Plan

     

    The
Board of Directors of the Company shall have the right to amend, modify or
terminate the Plan at any time without notice; provided, however, that the then
existing Rights of all participating employees shall not be adversely affected
thereby, except that in the case of a participating employee of a foreign branch
of the Company or a designated U.S. subsidiary corporation the Plan may be
varied to conform with local laws, and provided further that, subject to the
provisions of Section 7 above, no such amendment to the Plan shall, without
the approval of the stockholders of the Company:

     

    
      	 
      	
              (a)

            	
              Increase
      the total number of Shares which may be offered under the
      Plan;

            


    

     

    
      	 
      	
              (b)

            	
              Amend
      the Plan in any manner which would render Rights granted hereunder
      unqualified for special tax treatment under Section 421 of the
      Code.

            


    

     

    13.
Effective Date and Approvals

     

    The
Plan shall become effective as of January 1, 1991. The Company’s obligation
to offer, sell or deliver its Shares under the Plan is subject to the approval
of the Company’s stockholders and any governmental approval required in
connection with the authorized issuance or sale of such Shares and is further
subject to the determination by the Company that all applicable securities laws
have been complied with.

     

    14.
Administration of the Plan

     

    The
Board of Directors or any committee or person(s) to whom it delegates its
authority (the “Administrator”) shall administer, interpret and apply all
provisions of the Plan. The Administrator may waive such provisions of the Plan
as it deems necessary to meet special circumstances not anticipated or covered
expressly by the Plan. Nothing contained in this Section shall be deemed to
authorize the Administrator to alter or administer the provisions of the Plan in
a manner inconsistent with the provisions of Section 423 of the
Code.