OR
MARKET WITH THE GREATEST VOLUME OF TRADING IN THE RELEVANT SECURITY OF THE
COMPANY) ON THE TRADING DAY PRIOR TO THE RELEVANT DETERMINATION DATE, AS
REPORTED IN THE WALL STREET JOURNAL OR SUCH OTHER SOURCE AS THE BOARD DEEMS
RELIABLE.
(M)
"OFFERING" MEANS THE GRANT OF PURCHASE RIGHTS
TO PURCHASE SHARES OF COMMON STOCK UNDER THE PLAN TO ELIGIBLE EMPLOYEES.
(N)
"OFFERING DATE" MEANS A DATE SELECTED BY THE
BOARD FOR AN OFFERING TO COMMENCE.
(O)
"OFFICER" MEANS A PERSON WHO IS AN OFFICER
OF THE COMPANY WITHIN THE MEANING OF SECTION 16 OF THE EXCHANGE ACT AND THE
RULES AND REGULATIONS PROMULGATED THEREUNDER.
(P)
"PARTICIPANT" MEANS AN ELIGIBLE EMPLOYEE
WHO HOLDS AN OUTSTANDING PURCHASE RIGHT GRANTED PURSUANT TO THE PLAN.
(Q)
"PLAN" MEANS THIS AMYLIN
PHARMACEUTICALS, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN, AS AMENDED.
(R)
"PURCHASE DATE" MEANS ONE OR MORE DATES
DURING AN OFFERING ESTABLISHED BY THE BOARD ON WHICH PURCHASE RIGHTS GRANTED
UNDER THE PLAN SHALL BE EXERCISED AND AS OF WHICH PURCHASES OF SHARES OF COMMON
STOCK SHALL BE CARRIED OUT IN ACCORDANCE WITH SUCH OFFERING.
(S)
"PURCHASE PERIOD" MEANS A PERIOD OF TIME
SPECIFIED WITHIN AN OFFERING BEGINNING ON THE OFFERING DATE OR ON THE NEXT DAY
FOLLOWING A PURCHASE DATE WITHIN AN OFFERING AND ENDING ON A PURCHASE DATE, AT
THE END OF WHICH THERE SHALL BE
2
PURCHASED SHARES OF COMMON STOCK ON BEHALF OF PARTICIPANTS. AN OFFERING MAY
CONSIST OF ONE OR MORE PURCHASE PERIODS.
(T)
"PURCHASE RIGHT" MEANS AN OPTION TO
PURCHASE SHARES OF COMMON STOCK GRANTED PURSUANT TO THE PLAN.
(U)
"RELATED CORPORATION" MEANS, WITH RESPECT TO
THE COMPANY, ANY PARENT CORPORATION OR SUBSIDIARY CORPORATION, WHETHER NOW OR
HEREAFTER EXISTING, AS THOSE TERMS ARE DEFINED IN SECTIONS 424(E) AND (F),
RESPECTIVELY, OF THE CODE.
(V)
"SECURITIES ACT" MEANS THE SECURITIES ACT
OF 1933, AS AMENDED.
(W)
"TRADING DAY" MEANS ANY DAY THE
EXCHANGE(S) OR MARKET(S) ON WHICH SHARES OF COMMON STOCK ARE LISTED, WHETHER IT
BE ANY ESTABLISHED STOCK EXCHANGE, THE NASDAQ NATIONAL MARKET, THE NASDAQ
SMALLCAP MARKET OR OTHERWISE, IS OPEN FOR TRADING.
3.
ADMINISTRATION.
(A)
THE BOARD SHALL ADMINISTER THE PLAN UNLESS
AND UNTIL THE BOARD DELEGATES ADMINISTRATION TO A COMMITTEE, AS PROVIDED IN
SECTION 3(C). WHETHER OR NOT THE BOARD HAS DELEGATED ADMINISTRATION, THE BOARD
SHALL HAVE THE FINAL POWER TO DETERMINE ALL QUESTIONS OF POLICY AND EXPEDIENCY
THAT MAY ARISE IN THE ADMINISTRATION OF THE PLAN.
(B)
THE BOARD (OR THE COMMITTEE) SHALL HAVE THE
POWER, SUBJECT TO, AND WITHIN THE LIMITATIONS OF, THE EXPRESS PROVISIONS OF THE
PLAN:
(I)
TO DETERMINE WHEN AND HOW PURCHASE RIGHTS
SHALL BE GRANTED AND THE PROVISIONS OF EACH OFFERING OF SUCH PURCHASE RIGHTS
(WHICH NEED NOT BE IDENTICAL).
(II)
TO DESIGNATE FROM TIME TO TIME WHICH RELATED
CORPORATIONS OF THE COMPANY SHALL BE ELIGIBLE TO PARTICIPATE IN THE PLAN.
(III)
TO CONSTRUE AND INTERPRET THE PLAN AND PURCHASE
RIGHTS GRANTED UNDER THE PLAN, AND TO ESTABLISH, AMEND AND REVOKE RULES AND
REGULATIONS FOR THE ADMINISTRATION OF THE