GILEAD SCIENCES, INC.
EMPLOYEE STOCK PURCHASE PLAN
Adopted November 15, 1991
Amended May 25, 1994
Amended and Restated January 22, 1998
Approved by Stockholders May 27, 1998
Amended March 30, 1999
Approved by Stockholders July 29, 1999
Amended and Restated July 27, 2005
Termination Date: January 21, 2008
1. P URPOSE .
(a) The purpose of the Employee Stock Purchase Plan (“the Plan”) is to provide a means by which employees of G
ILEAD S CIENCES , I NC ., a Delaware corporation (the “Company”), and its Affiliates, as defined in subparagraph 1(c), which are
designated as provided in subparagraph 2(b), may be given an opportunity to purchase stock of the Company.
(b) Plan initially was adopted on November 15, 1991 and subsequently amended on May 25, 1994 (the “Initial Plan”).
The Initial Plan was first amended and restated in its entirety effective as of January 22, 1998 (the “Amended and Restated
Plan”). The Amended and Restated Plan is hereby further amended and restated in its entirety effective as of July 27, 2005. The
terms of the Initial Plan (other than the aggregate number of shares issuable thereunder) and the terms of the Amended and
Restated Plan shall remain in effect and apply to all options granted under the relevant plan.
(c) The word “Affiliate” as used in the Plan means any parent corporation or subsidiary corporation of the Company,
as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended (the
(d) The Company, by means of the Plan, seeks to retain the services of its employees, to secure and retain the
services of new employees, and to provide incentives for such persons to exert maximum efforts for the success of the
(e) The Company intends that the rights to purchase stock of the Company granted under the Plan be considered
options issued under an “employee stock purchase plan” as that term is defined in Section 423(b) of the Code.
2. A DMINISTRATION .
(a) The P