exv10w3w1






EXHIBIT 10.3.1


AMENDMENT NO. 1 TO IMPAX LABORATORIES, INC. 1995 STOCK INCENTIVE PLAN

     Section 1 of the 1995 Stock Incentive Plan is amended to read in its entirety as
follows:




          “The purpose of this plan (the “Plan”) is to secure for Global
Pharmaceutical Corporation (the “Company”), and its stockholders, the
benefits arising from the ownership of stock options by directors,
consultants and key employees (including, without limitation, officers
of the Company or Subsidiaries (as defined in Section 18 hereof) who
are expected to contribute to the Company’s future growth and
success.”



     Paragraph (a) of Section 2 of the 1995 Stock Incentive Plan is amended to read
in its entirety as follows:




          “(a) Types of Awards. Under the Plan, the Company may in its sole
discretion grant, with respect to the Company’s common stock, par value
$.01 per share (“Common Stock”), to key employees and consultants
(together, the “Key Employees”), as authorized by action of the Board of
Directors of the Company (or a committee designated by the Board of
Directors), and the Company shall, subject to the terms and conditions
hereof, grant to each director of the Company who is not an employee and
who was not a director on or before September 1, 1995 (an “Eligible
Director”) and to each director of the Company who is not an employee and
who was a director on or before September 1, 1995 (a “Pre-IPO Director”),
Options in accordance with the formula set forth in Section 7 hereof. As
used in the Plan, an “Award” shall mean an Option and an “Award Owner”
shall mean the owner of an Option. Options granted pursuant to the Plan to
Key Employees may be either incentive stock options (“Incentive Stock
Options”) meeting the requirements of Section 422 of the Internal Revenue
Code of 1986, as amended (the “Code”), or non-statutory options
(“Non-Statutory Stock Options”), which are not intended to or do not meet
the requirements of Code Section 422. Options granted to Eligible Directors
and Pre-IPO Directors pursuant to the Plan shall be only Non-Statutory
Stock Options.”


     The first sentence of Section 4 of the 1995 Stock Incentive Plan is amended to
read in its entirety as follows:




          “Subject to adjustment as provided in Sections 13 and 14 below, the maximum
number of shares of Common Stock of the Company that may be issued and sold
pursuant to Options granted under the Plan is 750,000 shares in the
aggregate (one share per Option).”



 









 




     Paragraph (e) of Section 6 of the 1995 Stock Incentive Plan is amended by adding
the following sentence as the last sentence in the paragraph:




          “Notwithstanding the foregoing, an award issued to a consultant to the
Company may be exercised as specifically set forth in such award.”


     Paragraph (a) of Section 7 of the 1995 Stock Incentive Plan is restated to read
in its entirety as follows:




          “(a) Non-discretionary Grants. Notwithstanding anything to the contrary
contained in this Plan, Eligible Directors shall be granted Options
(“Director Options”) as follows: (i) immediately prior to the initial
public offering of shares of Common Stock, each Eligible Director shall be
granted 30,000 Director Options to purchase 30,000 shares of Common Stock
in the aggregate, subject to vesting as provided in Section 7(d) below,
(ii) on the first business day following the annual meeting of shareholders
of the Company to elect directors in 1996, and thereafter on the first
business day following each successive annual meeting of shareholders, so
long as Director Options remain available for grant, each person who is
elected as a director at that meeting and is an Eligible Director, and each
person who continues to serve as a director after that meeting, and is an
Eligible Director, shall be granted 10,000 Director Options to purchase
10,000 shares of Common Stock in the aggregate, subject to vesting as
provided in Section 7(d) below, and (iii) on the first business day
following the annual meeting of shareholders to elect directors in 1998,
and thereafter on the first business day following each successive annual
meeting of shareholders, so long as Director Options remain available for
grant, each Pre-IPO Director who continues to serve as a director after
that meeting shall be granted 5,000 Director Options to purchase 5,000
shares of Common Stock in the aggregate, subject to vesting as provided in
Section 7(d) below. Notwithstanding the foregoing, each person who is
elected as a director at any time after the date of the annual meeting of
stockholders and is an Eligible Director shall be granted, on the effective
date of such election, 10,000 Director Options to purchase 10,000 shares of
Common Stock in the aggregate, subject to vesting as provided in Section
7(d) below, so long as Director Options remain available for grant. Such
Director Options shall be granted in lieu of the Director Options which
would otherwise be granted to such Eligible Director on the first business
day following the next annual meeting of the stockholders pursuant to the
first sentence of this Section 7(a).”


     The first sentence of Section 15 of the 1995 Stock Incentive Plan is amended to
read in its entirety as follows:




          “Nothing contained in the Plan or in any Award granted under the Plan shall
confer upon any Award Owner any right with respect to the continuation of
his or her employment or consultancy, as applicable, by the Company (or any
Subsidiary) or interfere in any way with the right of the Company (or any
Subsidiary), subject to the terms of any



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separate employment or consulting agreement to the contrary, at any time to
terminate such employment or consultancy, as applicable, or to increase or
decrease the compensation of the Award Owner from the rate in existence at
the time of the grant of an Award.”


     The 1995 Stock Incentive Plan is further amended by replacing all occurrences of
the phrase “Eligible Director” appearing in the 1995 Stock Incentive Plan and
the exhibits thereto with the phrases “Eligible Director and Pre-IPO Director”
or “Eligible Director or Pre-IPO Director” as context shall reasonably dictate.




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