Exhibit 10.3


 


AMYLIN
PHARMACEUTICALS, INC.


2009 EQUITY
INCENTIVE PLAN


 


STOCK OPTION
AGREEMENT


(INCENTIVE
STOCK OPTION OR NONSTATUTORY STOCK OPTION)


 


Pursuant to your Stock Option Grant Notice (“Grant
Notice”) and this Stock Option Agreement, Amylin Pharmaceuticals, Inc.
(the “Company”) has granted you an option under its 2009 Equity Incentive Plan
(the “Plan”) to purchase the number of shares of the Company’s Common Stock
indicated in your Grant Notice at the exercise price indicated in your Grant
Notice.  Defined terms not explicitly
defined in this Stock Option Agreement but defined in the Plan shall have the
same definitions as in the Plan.


 


The details of your option are as follows:


 


1.                                      VESTING.  Subject to the limitations contained herein, your
option will vest as provided in your Grant Notice, provided that vesting will
cease upon the termination of your Continuous Service.


 


2.                                      NUMBER OF SHARES AND EXERCISE
PRICE.  The number of shares of Common Stock subject to your
option and your exercise price per share referenced in your Grant Notice may be
adjusted from time to time for capitalization adjustments, as provided in the
Plan.


 


3.                                      EXERCISE PRIOR TO VESTING (“EARLY
EXERCISE”).  Early exercise of any portion of your
option prior to vesting is not permitted.


 


4.                                      METHOD OF PAYMENT.  Payment of the exercise price is due in full upon
exercise of all or any part of your option. 
You may elect to make payment of the exercise price in cash or by check
or in any other manner permitted by your Grant Notice, which may include one or
more of the following:


 


(a)                                  In the Company’s sole discretion at the
time your option is exercised and provided that at the time of exercise the
Common Stock is publicly traded and quoted regularly in The Wall Street
Journal, pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board that, prior to the issuance of Common Stock, results
in either the receipt of cash (or check) by the Company or the receipt of
irrevocable instructions to pay the aggregate exercise price to the Company
from the sales proceeds.


 


(b)                                  Provided that at the time of exercise the
Common Stock is publicly traded and quoted regularly in The Wall Street
Journal, by delivery of already-owned shares of Common Stock either that you
have held for the period required to avoid a charge to the Company’s reported
earnings (generally six months) or that you did not acquire, directly or
indirectly from the Company, that are owned free and clear of any liens,
claims, encumbrances or security interests, and that are valued at Fair Market
Value on the date of exercise. 
“Delivery” for these purposes, in the sole discretion of the Company at
the time you exercise your option, shall include delivery to the Company of
your attestation of ownership of such shares of 


 


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Common Stock in a form approved by the Company.  Notwithstanding the foregoing, you may not
exercise your option by tender to the Company of Common Stock to the extent
such tender would violate the provisions of any law, regulation or agreement
restricting the redemption of the Company’s stock.


 


(c)                                  Pursuant to the following deferred
payment alternative:


 


(i)                                    Not less than one hundred percent (100%)
of the aggregate exercise price, plus accrued interest, shall be due (i) on
the date designated by the Company in its sole and absolute discretion but not
to exceed four (4) years from date of exercise, or (ii) at the
Company’s election, upon termination of your Continuous Service.


 


(ii)                                Interest shall be compounded at least
annually and shall be charged at the market rate of interest necessary to avoid
a charge to earnings for financial accounting purposes.


 


(iii)                            At any time that the Company is
incorporated in Delaware, payment of the Common Stock’s “par value,” as defined
in the Delaware General Corporation Law, shall be made in cash and not by
deferred payment.


 


(iv)                               In order to elect the deferred payment
alternative, you must, as a part of your written notice of exercise, give
notice of the election of this payment alternative and, in order to secure the
payment of the deferred exercise price to the Company hereunder, if the Company
so requests, you must tender to the Company a promissory note and a security
agreement covering the purchased shares of Common Stock, both in form and
substance satisfactory to the Company, or such other or additional
documentation as the Company may request.


 


5.                                      WHOLE SHARES.  You may exercise your option only for whole shares of
Common Stock.


 


6.                                      SECURITIES LAW COMPLIANCE.  Notwithstanding anything to the contrary contained
herein, you may not exercise your option unless the shares of Common Stock
issuable upon such exercise are then registered under the Securities Act or, if
such shares of Common Stock are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the
registration requirements of the Securities Act.  The exercise of your option must also comply
with other applicable laws and regulations governing your option, and you may
not exercise your option if the Company determines that such exercise would not
be in material compliance with such laws and regulations.


 


7.                                      TERM.  You may not exercise your option before the
commencement of its term or after its term expires.  The term of your option commences on the Date
of Grant and expires upon the earliest of the following:


 


(a)                                  subject to Section 7(f), three (3) months
after the termination of your Continuous Service for any reason other than your
Disability or death, provided that if during any part of such three (3) month
period your option is not exercisable solely because of the condition set forth
in the preceding paragraph relating to “Securities Law Compliance,” your


 


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option shall not expire until the earlier of the
Expiration Date or until it shall have been exercisable for an aggregate period
of three (3) months after the termination of your Continuous Service;


 


(b)                                  subject to Section 7(f), twelve (12)
months after the termination of your Continuous Service due to your Disability;


 


(c)                                  subject to Section 7(f), twelve (12)
months after your death if you die either during your Continuous Service or
within three (3) months after your Continuous Service terminates;


 


(d)                                  the Expiration Date indicated in your
Grant Notice;


 


(e)                                  the day before the tenth (10th)
anniversary of the Date of Grant; or


 


(f)                                    in the event that your Continuous Service
terminates without Cause (as defined below) or because of your Disability or death,
in any such case at a time when you are 55 years old or older and have
Continuous Service of 5 years or more, then, to the extent you were entitled to
exercise your option at the date of such termination, your option will expire
upon the earliest of the fifth anniversary of such date, the Expiration Date
indicated in your Grant Notice, or the day before the tenth (10th) anniversary of the Date of Grant.


 


For purposes of this Section 7(f) only, “Cause”
means that, in the reasonable determination of the Company, you have (i) been
convicted of or pleaded guilty or nolo contendere
to a felony or any crime involving moral turpitude or dishonesty; (ii) participated
in a fraud or act of dishonesty against the Company; (iii) willfully and
materially breached a Company policy; (iv) intentionally damaged the
Company’s property; (v) willfully and materially breached your Proprietary
Information and Inventions Agreement with the Company; (vi) engaged in
conduct that, in the reasonable determination of the Company, demonstrates
gross unfitness to serve; or (vii) repeatedly failed to satisfactorily
perform job duties to which you previously agreed in writing.  The conduct described under clauses (iii), (vi) and
(vii) above will only constitute Cause if such conduct is not cured within
90 days after your receipt of written notice from the Company or the Board
specifying the particulars of the conduct that may constitute Cause.


 


If your option is an incentive stock option, note
that, to obtain the federal income tax advantages associated with an “incentive
stock option,” the Code requires that at all times beginning on the date of
grant of your option and ending on the day three (3) months before the
date of your option’s exercise, you must be an employee of the Company or an
Affiliate, except in the event of your death or Disability.  The Company has provided for extended
exercisability of your option under certain circumstances for your benefit but
cannot guarantee that your option will necessarily be treated as an “incentive
stock option” if you continue to provide services to the Company or an
Affiliate as a Consultant or Director after your employment terminates or if you
otherwise exercise your option more than three (3) months after the date
your employment terminates.


 


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8.                                      EXERCISE.


 


(a)                                  You may exercise the vested portion of
your option (and the unvested portion of your option if your Grant Notice so
permits) during its term by delivering a Notice of Exercise (in a form
designated by the Company) together with the exercise price to the Secretary of
the Company, or to such other person as the Company may designate, during
regular business hours, together with such additional documents as the Company
may then require.


 


(b)                                  By exercising your option you agree that,
as a condition to any exercise of your option, the Company may require you to
enter into an arrangement providing for the payment by you to the Company of
any tax withholding obligation of the Company arising by reason of (1) the
exercise of your option, (2) the lapse of any substantial risk of
forfeiture to which the shares of Common Stock are subject at the time of
exercise, or (3) the disposition of shares of Common Stock acquired upon
such exercise.


 


(c)                                  If your option is an incentive stock
option, by exercising your option you agree that you will notify the Company in
writing within fifteen (15) days after the date of any disposition of any of
the shares of the Common Stock issued upon exercise of your option that occurs
within two (2) years after the date of your option grant or within one (1) year
after such shares of Common Stock are transferred upon exercise of your option.


 


9.                                      TRANSFERABILITY.  Your option is not transferable, except by will or by
the laws of descent and distribution, and is exercisable during your life only
by you.  Notwithstanding the foregoing,
by delivering written notice to the Company, in a form satisfactory to the
Company, you may designate a third party who, in the event of your death, shall
thereafter be entitled to exercise your option.


 


10.                               OPTION NOT A SERVICE
CONTRACT.  Your option is not an employment or
service contract, and nothing in your option shall be deemed to create in any
way whatsoever any obligation on your part to continue in the employ of the
Company or an Affiliate, or of the Company or an Affiliate to continue your
employment.  In addition, nothing in your
option shall obligate the Company or an Affiliate, their respective
stockholders, Boards of Directors, Officers or Employees to continue any
relationship that you might have as a Director or Consultant for the Company or
an Affiliate.


 


11.                               WITHHOLDING OBLIGATIONS.


 


(a)                                  At the time you exercise your option, in
whole or in part, or at any time thereafter as requested by the Company, you
hereby authorize withholding from payroll and any other amounts payable to you,
and otherwise agree to make adequate provision for (including by means of a “cashless
exercise” pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection
with your option.


 


(b)                                  Upon your request and subject to approval
by the Company, in its sole discretion, and compliance with any applicable
conditions or restrictions of law, the Company may withhold from fully vested
shares of Common Stock otherwise issuable to you upon the


 


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exercise of your option a number of whole shares of
Common Stock having a Fair Market Value, determined by the Company as of the
date of exercise, not in excess of the minimum amount of tax required to be
withheld by law.  If the date of
determination of any tax withholding obligation is deferred to a date later
than the date of exercise of your option, share withholding pursuant to the
preceding sentence shall not be permitted unless you make a proper and timely
election under Section 83(b) of the Code, covering the aggregate
number of shares of Common Stock acquired upon such exercise with respect to
which such determination is otherwise deferred, to accelerate the determination
of such tax withholding obligation to the date of exercise of your option.  Notwithstanding the filing of such election,
shares of Common Stock shall be withheld solely from fully vested shares of
Common Stock determined as of the date of exercise of your option that are otherwise
issuable to you upon such exercise.  Any
adverse consequences to you arising in connection with such share withholding
procedure shall be your sole responsibility.


 


(c)                                  You may not exercise your option unless
the tax withholding obligations of the Company and/or any Affiliate are
satisfied.  Accordingly, you may not be
able to exercise your option when desired even though your option is vested,
and the Company shall have no obligation to issue a certificate for such shares
of Common Stock or release such shares of Common Stock from any escrow provided
for herein.


 


12.                               NOTICES.  Any notices provided for in your option or the Plan
shall be given in writing and shall be deemed effectively given upon receipt
or, in the case of notices delivered by mail by the Company to you, five (5) days
after deposit in the United States mail, postage prepaid, addressed to you at
the last address you provided to the Company.


 


13.                               GOVERNING PLAN DOCUMENT.  Your option is subject to all the provisions of the
Plan, the provisions of which are hereby made a part of your option, and is
further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the
Plan.  In the event of any conflict
between the provisions of your option and those of the Plan, the provisions of
the Plan shall control.


 


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