December 15, 2008 8K Exhibit 10.2




EXHIBIT 10.2



PHARMACYCLICS, INC

EMPLOYEE STOCK PURCHASE PLAN

(As Amended and Restated on
August 8, 2006)

(As Further Amended and Restated on October 9, 2008)




	PURPOSE



This Pharmacyclics, Inc. Employee Stock Purchase Plan (the
"Plan") is intended to provide eligible employees of the Corporation and one or
more of its Corporate Affiliates with the opportunity to acquire a proprietary
interest in the Corporation through participation in a plan designed to qualify
as an employee stock purchase plan under Section 423 of the Code.


	DEFINITIONS



For purposes of administration of the Plan, the following
terms shall have the meanings indicated:


Board means the Board of Directors of the
Corporation.



Code means the Internal Revenue Code of 1986,
as amended.



Common Stock means shares of the Corporation's
common stock.



Corporate Affiliate means any parent or
subsidiary corporation of the Corporation (as determined in accordance with Code
Section 424), including any parent or subsidiary corporation which becomes such
after the Effective Time.


Corporation means Pharmacyclics, Inc., a
Delaware corporation, and any corporate successor to all or substantially all of
the assets or voting stock of Pharmacyclics, Inc. which shall by appropriate
action adopt the Plan.



Effective Time means the time at which the
Underwriting Agreement for the initial public offering of the Common Stock is
executed and finally priced. The initial offering period under the Plan shall
start at the time of such execution and pricing of the Underwriting Agreement.
Any Corporate Affiliate which becomes a Participating Corporation in the Plan
after such Effective Time shall designate a subsequent Effective Time with
respect to its employee-Participants.



Eligible Earnings means the (i) regular base
salary paid to a Participant by one or more Participating Companies during such
individual's period of participation in the Plan, plus (ii) any pre-tax
contributions made by the Participant to any Code Section 401(k) salary deferral
plan or any Code Section 125 cafeteria benefit program now or hereafter
established by the Corporation or any Corporate Affiliate, plus (iii) all of the
following amounts to the extent paid in cash: overtime payments, bonuses,
commissions, profit-sharing distributions and other incentive-type payments.
However, Eligible Earnings shall not include any contributions (other than Code
Section 401(k) or Code Section 125 contributions) made on the Participant's
behalf by the Corporation or any Corporate Affiliate to any deferred
compensation plan or welfare benefit program now or hereafter established.



Eligible Employee means any person who is on a
regular basis expected to work more than twenty (20) hours per week for more
than five (5) months per calendar year for the Corporation or any other
Participating Corporation as an employee for earnings considered wages under
Section 3121(a) of the Code.



Entry Date means the date an Eligible Employee
first joins the offering period in effect under the Plan. The earliest Entry
Date under the Plan shall be the Effective Time.



Fair Market Value means, for the Effective Time
at which the initial offering period under the Plan begins, the price per share
at which the Common Stock is to be sold in the initial public offering of the
Common Stock pursuant to the Underwriting Agreement. For any subsequent date
under the Plan on which the Common Stock is registered under Section 12(g) of
the 1934 Act and traded on the open market, Fair Market Value means the closing
selling price per share of the Common Stock on such date, as officially quoted
on the principal securities exchange on which the Common Stock is at the time
traded or, if not traded on any securities exchange, the closing selling price
per share of the Common Stock on such date, as reported on the Nasdaq National
Market. If there are no sales of the Common Stock on such day, then the closing
selling price per share on the next preceding day for which such closing selling
price is quoted shall be determinative of Fair Market Value.



1933 Act means the Securities Act of 1933, as
amended.



1934 Act means the Securities Exchange Act of
1934, as amended.



Participant means any Eligible Employee of a
Participating Corporation who is actively participating in the Plan.



Participating Corporation means the Corporation
and such Corporate Affiliate or Affiliates as may be authorized from time to
time by the Board to extend the benefits of the Plan to their Eligible
Employees. The Participating Corporations in the Plan, as of the Effective Time,
are listed in attached Schedule A.



Plan Administrator shall have the meaning given
such term in Article III.



Restatement Date means the first business day
of November 2009, which is the first day of the offering period commencing after
the amendment and restatement of the Plan on October 9, 2008.



Semi-Annual Entry Date means the first
business day of May and November each calendar year within an offering period in
effect under the Plan. The earliest Semi-Annual Entry Date under the Plan shall
be the Effective Time.



Semi-Annual Period of Participation means each
semi-annual period for which the Participant actually participates in an
offering period in effect under the Plan. There shall be a maximum of four (4)
semi-annual periods of participation within each offering period. The first such
semi-annual period (which may actually be more or less than six (6) months for
the initial offering period) shall extend from the Effective Time through the
last business day in April 1996. Subsequent semi-annual periods shall be
measured from the first business day of November to the last business day of
April and from the first business day of May to the last business day of
October.



Semi-Annual Purchase Date means the last
business day of April and October each calendar year on which shares of Common
Stock are automatically purchased for Participants under the Plan. The initial
Semi-Annual Purchase Date shall be April 30, 1996.



	ADMINISTRATION

The Plan shall be administered by a committee of two (2) or
more nonemployee Board members appointed by the Board (the "Plan
Administrator"). The Plan Administrator shall have sole and exclusive authority
to administer the Plan, interpret and construe any provision of the Plan and
adopt such rules and regulations for administering the Plan as it may deem
necessary in order to comply with the requirements of Code Section 423.
Decisions of the Plan Administrator shall be final and binding on all parties
who have an interest in the Plan.


	OFFERING PERIODS

A.Shares of Common Stock shall be offered for purchase
under the Plan through a series of successive offering periods until such time
as (i) the maximum number of shares of Common Stock available for issuance under
the Plan shall have been purchased or (ii) the Plan shall have been sooner
terminated in accordance with Subsection A of Article IX or Subsection B of
Article X.


B.Each offering period shall have a maximum duration of
twenty-four (24) months, except that the first offering period may have a
duration of twenty-seven (27) months. The duration of each offering period shall
be designated by the Plan Administrator prior to the start date. However, the
initial offering period shall run from the Effective Time to the last business
day of October 1997. The next offering period shall commence on the first
business day of November 1997, and subsequent offering periods shall commence as
designated by the Plan Administrator.  On and after the Restatement Date, if the
Fair Market Value of a share of Common Stock on any Semi-Annual Purchase Date
(except the final scheduled Semi-Annual Purchase Date of the offering period) is
lower than the Fair Market Value of a share of Common Stock on the first day of
the offering period in which the Semi-Annual Purchase Date occurs, then the
offering period in progress shall end immediately following the close of trading
on such Semi-Annual Purchase Date, and a new offering period shall begin on the
next subsequent business day of May or November, as applicable, and shall extend
for a twenty-four (24) month period ending on the last business day of April or
October, as applicable; and, subsequent offering periods shall commence on the
first business day of May or November, as applicable, immediately following the
end of the previous offering period and shall extend for a twenty-four (24)
month period ending on the last business day of April or October, as
applicable.



C.The Participant shall be granted a separate purchase
right for each offering period in which he or she participates. The purchase
right shall be granted on the Entry Date on which such individual first joins
the offering period in effect under the Plan and shall be automatically
exercised in successive semi-annual installments on the last business day of
April and October of each year. Accordingly, each purchase right may be
exercised up to two (2) times each year it remains outstanding.



D.No purchase rights granted under the Plan shall be
exercised, and no shares of Common Stock shall be issued hereunder, until such
time as (i) the Plan shall have been approved by the stockholders of the
Corporation and (ii) the Corporation shall have complied with all applicable
requirements of the 1933 Act (including the registration of the shares of Common
Stock issuable under the Plan on a Form S-8 registration statement filed with
the Securities and Exchange Commission), all applicable listing requirements of
any securities exchange on which the Common Stock is listed for trading and all
other applicable requirements established by law or regulation.



E.The Participant's acquisition of Common Stock under the
Plan on any Semi-Annual Purchase Date shall neither limit nor require the
Participant's acquisition of Common Stock on any subsequent Semi-Annual Purchase
Date, whether within the same or a different offering period.



	ELIGIBILITY AND PARTICIPATION



A.Each Eligible Employee of a Participating Corporation
shall be eligible to participate in the Plan in accordance with the following
provisions:


-An individual who is an Eligible Employee on the start
date of the initial offering period under the Plan shall be eligible to commence
participation in that offering period on such start date or on any subsequent
Semi-Annual Entry Date within that offering period on which he/she remains an
Eligible Employee. The date on which such individual first joins the offering
period shall be deemed to be such individual's Entry Date for the offering
period, and on that date such individual shall be granted his/her purchase right
for the initial offering period.


-An individual who is an Eligible Employee on the start
date of any subsequent offering period shall be eligible to commence
participation in that offering period on such start date or on any subsequent
Semi-Annual Entry Date within that offering period on which he/she remains an
Eligible Employee. The date on which such individual first joins the offering
period shall become such individual's Entry Date for the offering period, and on
that date such individual shall be granted his/her purchase right for the
offering period.


-An individual who first becomes an Eligible Employee
after the start date of any offering period under the Plan may enter that
offering period on the first Semi-Annual Entry Date within such offering period
on which he/she is an Eligible Employee or on any subsequent Semi-Annual Entry
Date within such offering period on which he/she remains an Eligible Employee.
Such Semi-Annual Entry Date shall become such individual's Entry Date for the
offering period, and on that date such individual shall be granted his/her
purchase right for the offering period.


B.In order to participate in the Plan for a particular
offering period, the Eligible Employee must complete the enrollment forms
prescribed by the Plan Administrator (including a purchase agreement and a
payroll deduction authorization) and file such forms with the Plan Administrator
(or its designate) on or before his/her scheduled Entry Date. However, for each
Participant whose Entry Date is deemed to be the start date of the initial
offering period, the requisite enrollment forms must be filed within ten (10)
business days following such start date; otherwise, the Entry Date for that
Participant shall be the first Semi-Annual Entry Date following the filing of
such enrollment forms.


C.The payroll deduction authorized by the Participant for
purposes of acquiring shares of Common Stock under the Plan may be any multiple
of one percent (1%) of the Eligible Earnings paid to the Participant during each
Semi-Annual Period of Participation within the offering period, up to a maximum
of ten percent (10%); provided, however, that on and after the Restatement Date,
the payroll deduction authorized by the Participant for purposes of acquiring
shares of Common Stock under the Plan may be any multiple of one percent (1%) of
the Eligible Earnings paid to the Participant during each Semi-Annual Period of
Participation within the offering period, up to a maximum of twenty percent
(20%). The deduction rate so authorized shall continue in effect for the
remainder of the offering period, except to the extent such rate is changed in
accordance with the following guidelines:


-The Participant may, at any time during a Semi-Annual
Period of Participation, reduce his/her rate of payroll deduction to become
effective as soon as possible after filing of the requisite reduction form with
the Plan Administrator. Prior to the Restatement Date, the Participant may not
effect more than one (1) such reduction per Semi-Annual Period of Participation.
For the avoidance of doubt, on and after the Restatement Date, the Participant
may reduce his/her rate of payroll deduction to become effective as soon as
possible after filing of the requisite reduction form with the Plan
Administrator, without limitation as to the maximum number of reductions
allowed.


-The Participant may, prior to the commencement of any
new Semi-Annual Period of Participation within the offering period, increase the
rate of his/her payroll deduction by filing the appropriate form with the Plan
Administrator. The new rate (which may not exceed the ten percent (10%) maximum
prior to the Restatement Date, or twenty percent (20%) maximum on and after the
Restatement Date) shall become effective as of the first day of the first Semi-
Annual Period of Participation following the filing of such form.


D.Payroll deductions will automatically cease upon the
termination of the Participant's purchase right in accordance with the
applicable provisions of Section VII below.


	STOCK SUBJECT TO PLAN



A.The Common Stock purchasable by Participants under the
Plan shall, solely in the discretion of the Plan Administrator, be made
available from either authorized but unissued shares of Common Stock or from
shares of Common Stock reacquired by the Corporation, including shares of Common
Stock purchased on the open market. The total number of shares which may be
issued under the Plan shall not exceed 1,000,000 shares (subject to adjustment
under Section VI.B below).


B.In the event any change is made to the Corporation's
outstanding Common Stock by reason of any stock dividend, stock split, exchange
or combination of shares, recapitalization or any other change affecting the
Common Stock as a class without the Corporation's receipt of consideration,
appropriate adjustments shall be made by the Plan Administrator to (i) the class
and maximum number of securities issuable in the aggregate over the term of the
Plan, (ii) the class and maximum number of securities purchasable per
Participant on any one (1) Semi-Annual Purchase Date and (iii) the class and
number of securities and the price per share in effect under each purchase right
at the time outstanding under the Plan. Such adjustments shall be designed to
preclude the dilution or enlargement of rights and benefits under the Plan.


	PURCHASE RIGHTS

Each Eligible Employee who participates in the Plan for a
particular offering period shall have the right to purchase shares of Common
Stock, in a series of successive semi-annual installments during such offering
period, upon the terms and conditions set forth below and shall execute a
purchase agreement embodying such terms and conditions and such other provisions
(not inconsistent with the Plan) as the Plan Administrator may deem
advisable.


A.Purchase Price. Common Stock shall be
purchasable on each Semi-Annual Purchase Date within the offering period at a
purchase price equal to eighty-five percent (85%) of the lower of (i) the Fair
Market Value per share of Common Stock on the Participant's Entry Date into that
offering period or (ii) the Fair Market Value per share on that Semi-Annual
Purchase Date. 


B.Number of Purchasable Shares. The number
of shares purchasable per Participant on each Semi-Annual Purchase Date during
the offering period shall be the number of whole shares obtained by dividing the
amount collected from the Participant through payroll deductions during the
Semi-Annual Period of Participation ending with that Semi-Annual Purchase Date
(together with any carryover deductions from the preceding Semi-Annual Period of
Participation) by the purchase price in effect for the Semi-Annual Purchase Date
(as determined in accordance with Subsection A above). However, the maximum
number of shares of Common Stock purchasable per Participant on any Semi-Annual
Purchase Date shall not exceed One Thousand (1,000) shares, subject to periodic
adjustment under Section VI.B; provided, however, on and after the Restatement
Date, the maximum number of shares of Common Stock purchasable per Participant
on any Semi-Annual Purchase Date shall not exceed Ten Thousand (10,000) shares,
subject to periodic adjustment under Section VI.B.  



Under no circumstances shall purchase rights be granted under
the Plan to any Eligible Employee if such individual would, immediately after
the grant, own (within the meaning of Code Section 424(d)) or hold outstanding
options or other rights to purchase, stock possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Corporation or any of its Corporate Affiliates.


C.Payment. Payment for Common Stock
purchased under the Plan shall be effected by means of the Participant's
authorized payroll deductions. Such deductions shall begin with the first pay
day following the Participant's Entry Date into the offering period and shall
(unless sooner terminated by the Participant) continue through the pay day
ending with or immediately prior to the last day of the offering period.
However, for each Participant whose Entry Date is deemed to be the start date of
the initial offering period, payroll deductions shall begin with the first pay
day occurring more than five (5) days after his/her filing of the requisite
enrollment forms. The amounts so collected shall be credited to the
Participant's book account under the Plan, but no interest shall be paid on the
outstanding balance credited to such account. The amounts collected from a
Participant will not be held in any segregated account or trust fund and may be
commingled with the general assets of the Corporation and used for general
corporate purposes.


D.Termination of Purchase Right. The
following provisions shall govern the termination of outstanding purchase
rights:


-A Participant may, at any time on or before the fifth
(5th) business day preceding the next Semi-Annual Purchase Date, terminate
his/her outstanding purchase right under the Plan by filing the prescribed
notification form with the Plan Administrator (or its designate). No further
payroll deductions shall be collected from the Participant with respect to the
terminated purchase right, and any payroll deductions collected for the Semi-
Annual Period of Participation in which such termination occurs shall, at the
Participant's election, be immediately refunded or held for the purchase of
shares on the Semi-Annual Purchase Date immediately following such termination.
If no such election is made at the time such purchase right is terminated, then
the payroll deductions collected with respect to the terminated right shall be
refunded as soon as possible.


-The termination of such purchase right shall be
irrevocable, and a Participant may not subsequently rejoin the offering period
for which the terminated purchase right was granted. In order to resume
participation in any subsequent offering period, such individual must re-enroll
in the Plan (by making a timely filing of a new stock purchase agreement and
enrollment form) on or before the date he or she is first eligible to join the
new offering period.


-Should a Participant cease to remain an Eligible
Employee for any reason (including death, disability or change in status) while
his/her purchase right remains outstanding, then such Participant shall be
deemed to have elected to withdraw from the Plan and the payroll deductions
credited to such Participant's account during the Semi-Annual Period of
Participation in which such cessation of Eligible Employee status occurs shall
be paid to such Participant or, in the case of his/her death, to the person or
persons entitled thereto under Subsection I of this Article VII, as soon as
reasonably practicable, and such Participant's purchase right shall be
automatically terminated.  


E.Stock Purchase. Shares of Common Stock
shall automatically be purchased on behalf of each Participant (other than
Participants whose payroll deductions have previously been refunded in
accordance with the Termination of Purchase Right provisions in Subsection D
above) on each Semi-Annual Purchase Date. The purchase shall be effected by
applying each Participant's payroll deductions for the Semi-Annual Period of
Participation ending on such Semi-Annual Purchase Date (together with any
carryover deductions from the preceding Semi-Annual Period of Participation) to
the purchase of whole shares of Common Stock (subject to the limitation on the
maximum number of purchasable shares imposed under Subsection B of this Article
VII) at the purchase price in effect for that Semi-Annual Purchase Date. Any
payroll deductions not applied to such purchase because they are not sufficient
to purchase a whole share shall be held for the purchase of Common Stock on the
next Semi-Annual Purchase Date. However, any payroll deductions not applied to
the purchase of Common Stock by reason of the limitation on the maximum number
of shares purchasable by the Participant on the Semi-Annual Purchase Date shall
be promptly refunded to the Participant.



F.Proration of Purchase Rights. Should the
total number of shares of Common Stock which are to be purchased pursuant to
outstanding purchase rights on any particular date exceed the number of shares
then available for issuance under the Plan, the Plan Administrator shall make a
pro-rata allocation of the available shares on a uniform and nondiscriminatory
basis, and the payroll deductions of each Participant, to the extent in excess
of the aggregate purchase price payable for the Common Stock pro-rated to such
individual, shall be refunded to such Participant.


G.Rights as Stockholder. A Participant
shall have no stockholder rights with respect to the shares subject to his/her
outstanding purchase right until the shares are actually purchased on the
Participant's behalf in accordance with the applicable provisions of the Plan.
No adjustments shall be made for dividends, distributions or other rights for
which the record date is prior to the date of such purchase.


A Participant shall be entitled to receive, as soon as
practicable after each Semi-Annual Purchase Date, a stock certificate for the
number of shares purchased on the Participant's behalf. Such certificate may,
upon the Participant's request, be issued in the names of the Participant and
his/her spouse as community property or as joint tenants with right of
survivorship. Alternatively, the Participant may request the issuance of such
certificate in "street name" for immediate deposit in a Corporation designated
brokerage account.


H.Assignability. No purchase right granted
under the Plan shall be assignable or transferable by the Participant other than
by will or by the laws of descent and distribution following the Participant's
death, and during the Participant's lifetime the purchase right shall be
exercisable only by the Participant.


I.Beneficiary Designation. A Participant
may file a written beneficiary designation indicating the person entitled to
receive any shares purchased or purchasable on the Participant's behalf at the
time of his/her death or to obtain a cash refund of any existing payroll
deductions held on the deceased Participant's behalf under the Plan. Such
beneficiary designation may be changed by the Participant at any time by filing
the appropriate form with the Plan Administrator. In the event there is no
validly-designated beneficiary under the Plan living at the time of the
Participant's death, the Corporation shall deliver such shares and/or cash
refund to the executor or administrator of the Participant's estate or, if (to
the knowledge of the Corporation) no such executor or administrator has been
appointed, the Corporation shall deliver such shares and/or cash refund to the
Participant's spouse or if no spouse is living, to the children of the
Participant in equal shares. 



J.Change in Ownership. Should any of the
following transactions (a "Change in Ownership") occur during the offering
period:


-a merger or consolidation in which the Corporation is
not the surviving entity, except for a transaction the principal purpose of
which is to change the State in which the Corporation is incorporated,


-the sale, transfer or other disposition of all or
substantially all of the Corporation's assets in complete liquidation or
dissolution of the Corporation, or


-any reverse merger in which the Corporation is the
surviving entity but in which securities possessing more than fifty percent
(50%) of the total combined voting power of the Corporation's outstanding
securities are transferred to a person or persons different from the persons
holding those securities immediately prior to such merger,



then all outstanding purchase rights under the Plan shall
automatically be exercised, immediately prior to the effective date of such
Change in Ownership, by applying the payroll deductions of each Participant for
the Semi-Annual Period of Participation in which such Change in Ownership occurs
to the purchase of whole shares of Common Stock at eighty-five percent (85%) of
the lower of (i) the Fair Market Value of the Common Stock on the Participant's
Entry Date into the offering period in which such Change in Ownership occurs or
(ii) the Fair Market Value of the Common Stock immediately prior to the
effective date of such Change in Ownership. However, the applicable share
limitations of Articles VII and VIII shall continue to apply to any such
purchase.


The Corporation shall use its best efforts to provide at least ten (10)-days
prior written notice of the occurrence of any Change in Ownership, and
Participants shall, following the receipt of such notice, have the right to
terminate their outstanding purchase rights in accordance with the applicable
provisions of this Article VII.


	ACCRUAL LIMITATIONS

A.No Participant shall be entitled to accrue rights to acquire Common
Stock pursuant to any purchase right outstanding under this Plan if and to the
extent such accrual, when aggregated with (i) rights to purchase Common Stock
accrued under any other purchase right outstanding under this Plan and (ii)
similar rights accrued under other employee stock purchase plans (within the
meaning of Code Section 423) of the Corporation or its Corporate Affiliates,
would otherwise permit such Participant to purchase more than Twenty-Five
Thousand Dollars ($25,000) worth of stock of the Corporation or any Corporate
Affiliate (determined on the basis of the Fair Market Value of such stock on the
date or dates such rights are granted) for each calendar year such rights are at
any time outstanding.


B.For purposes of applying such accrual limitations, the right to acquire
Common Stock pursuant to each purchase right outstanding under the Plan shall
accrue as follows:


-The right to acquire Common Stock under each such
purchase right shall accrue in a series of successive semi-annual installments
as and when the purchase right first becomes exercisable for each such
installment on the last business day of each Semi-Annual Period of Participation
for which the right remains outstanding.


-No right to acquire Common Stock under any outstanding
purchase right shall accrue to the extent the Participant has already accrued in
the same calendar year the right to acquire Common Stock under one (1) or more
other purchase rights at a rate equal to Twenty Five Thousand Dollars ($25,000)
worth of Common Stock (determined on the basis of the Fair Market Value on the
date or dates of grant) for each calendar year during which one (1) or more of
those purchase rights were at any time outstanding.



-If by reason of such accrual limitations, any purchase
right of a Participant does not accrue for a particular Semi-Annual Period of
Participation, then the payroll deductions which the Participant made during
that Semi-Annual Period of Participation with respect to such purchase right
shall be promptly refunded.



C.In the event there is any conflict between the
provisions of this Article VIII and one (1) or more provisions of the Plan or
any instrument issued thereunder, the provisions of this Article VIII shall be
controlling.




	AMENDMENT AND TERMINATION



A.The Board may alter, amend, suspend or discontinue the
Plan following the close of any Semi-Annual Period of Participation. However,
the Board may not, without the approval of the Corporation's stockholders:



-materially increase the maximum number of shares
issuable under the Plan or the maximum number of shares purchasable per
Participant on any one (1) Semi-Annual Purchase Date, except that the Plan
Administrator shall have the authority, exercisable without such stockholder
approval, to effect adjustments to the extent necessary to reflect changes in
the Corporation's capital structure pursuant to Subsection B of Article VI;
or


-alter the purchase price formula so as to reduce the
purchase price payable for the shares purchasable under the Plan; or


-materially increase the benefits accruing to
Participants under the Plan or materially modify the requirements for
eligibility to participate in the Plan.


B.The Corporation shall have the right, exercisable in
the sole discretion of the Plan Administrator, to terminate all outstanding
purchase rights under the Plan immediately following the close of any Semi-
Annual Period of Participation. Should the Corporation elect to exercise such
right, then the Plan shall terminate in its entirety. No further purchase rights
shall thereafter be granted or exercised, and no further payroll deductions
shall thereafter be collected, under the Plan.




	GENERAL PROVISIONS






A.The Plan was adopted by the Board on August 2, 1995
and became effective at the Effective Time.  On September 11, 1997 the Plan was
amended and restated by the Board to increase the maximum number of shares of
Common Stock authorized for issuance over the term of the Plan by 50,000 shares
and the increase was approved by the stockholders at the 1997 Annual Meeting; on
October 31, 2001 the Plan was amended and restated by the Board to increase the
maximum number of shares of Common Stock authorized for issuance over the term
of the Plan by 200,000 shares and the increase was approved by the stockholders
at the 2001 Annual Meeting; and on September 18, 2002 the Plan was amended and
restated by the Board to increase the maximum number of shares of Common Stock
authorized for issuance over the term of the Plan by 200,000 shares and the
increase was approved by the stockholders at the 2002 Annual Meeting; on August
8, 2006 the Plan was amended and restated by the Board to increase the maximum
number of shares of Common Stock authorized for issuance over the term of the
Plan by 200,000 shares and the increase was approved by the stockholders at the
2006 Annual Meeting; and on October 9, 2008 the Plan was amended and restated by
the Board to increase the maximum number of shares by 300,000 shares and to
effect certain other amendments to the Plan and the increase and certain
other amendments were approved by the stockholders at the 2008 Annual Meeting.






B.The Plan shall terminate upon the earlier of (i) the
date on which all shares available for issuance under the Plan shall have been
sold pursuant to purchase rights exercised under the Plan, or (ii) the date the
Board terminates the Plan.






C.All costs and expenses incurred in the administration
of the Plan shall be paid by the Corporation.






D.Neither the action of the Corporation in establishing
the Plan, nor any action taken under the Plan by the Board or the Plan
Administrator, nor any provision of the Plan itself shall be construed so as to
grant any person the right to remain in the employ of the Corporation or any of
its Corporate Affiliates for any period of specific duration, and such person's
employment may be terminated at any time, with or without cause.




E.The provisions of the Plan shall be governed by the
laws of the State of California without resort to that State's conflict-of-laws
rules.



	
Schedule A

	 
	
Corporations Participating in

	
Employee Stock Purchase Plan

	
     As of the Effective
Time     

	 
	
Pharmacyclics, Inc.