ex10_21.htm


     

      
        

      

    

    


      EXHIBIT
10.21

       

      


      AMENDMENT
NO. 3 TO THE

      GENENTECH,
INC. SUPPLEMENTAL PLAN

      (January
1, 2004 Restatement)

       

      WHEREAS,
the Genentech, Inc. Supplemental Plan (the “Plan”) was originally established
effective as of January 1, 1991 and was most recently amended and restated in
its entirety effective as of January 1, 2004, was amended effective as of
May 1, 2005 and further amended effective as of October 1, 2006;

       

      WHEREAS,
notwithstanding any provisions of the Plan to the contrary, Section 409A of the
Internal Revenue Code of 1986, as amended (the “Code section 409A”) requires
that all non-qualified deferred compensation plans, like the Plan, be in
documentary compliance no later than December 31, 2008;

       

      WHEREAS,
Genentech, Inc. amended the Plan for Code section 409A compliance in Amendment
No. 1 to the Plan, effective as of May 1, 2005 (the “Amendment No.
1”);

       

      WHEREAS,
the Treasury Department has provided additional guidance regarding Code section
409A, since the effectiveness of Amendment No.1, requiring an additional
amendment to the timing of the distribution to comply with Code section
409A.

       

      NOW,
THEREFORE, the Plan is hereby amended, effective as of December 18, 2008, as
follows:

       

      FIRST:  Section 5.2 is
amended in its entirety to read as follows:

       

      “5.2           Time for
Distribution.  The distribution of a Member’s Account shall
occur on the date that is six (6) months after the date of the Member’s
Separation From Service (as defined in Section 5.1) (the “Payment
Date”).  Notwithstanding any contrary Plan provision, any payment that
is scheduled to be made to a Member under the Plan on a Payment Date shall be
made no later than (a) the end of the Member’s taxable year that includes the
Payment Date, or (b) if later, the fifteenth (15th) day of
the third calendar month immediately following the Payment Date.  In
no event, however, shall the Member be permitted, directly or indirectly, to
designate the taxable year of such payment.”

       

      IN WITNESS WHEREOF, Genentech,
Inc., by its duly authorized officers, has executed this Amendment No. 3 to the
Plan on the date(s) indicated below.


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      
         

        


        
          
            
              
                
                  	 
      	
                          GENENTECH,
      INC.

                        
	 
      	
                          By:

                        	
                          
                             /s/
      Todd Rich

                          

                        
	 
      	
                          Title:

                        	
                          
                             V.
      P. Development RISQ

                          

                        
	 
      	
                          Dated:

                        	
                          
                             12/18/08

                          

                        
	 
      	 
      	 
      
	 
      	
                          And
      by:

                        	
                          
                             /s/
      William Anderson

                          

                        
	 
      	
                          Title:

                        	
                          
                             S.V.P.
      Sales + Marketing

                          

                        
	 
      	
                          Dated:

                        	
                          
                             12/18/08

                          

                        


                

              

            

          

        

                                             

      

       

      
        
           


        

        
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