GILEAD SCIENCES, INC.
2004 EQUITY INCENTIVE PLAN
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK AWARD AGREEMENT is made and entered into effective as of the _____ day of May,
20____ (the “ Award Date ”), by and between GILEAD SCIENCES, INC., a Delaware corporation (the “ Company ”), and
ETIENNE F. DAVIGNON (the “ Grantee ”). In consideration of the agreements set forth below, the Company and Grantee agree
1. Award . An award of __________ ( ) shares of the Company’s common stock (the “ Restricted Stock ”) is hereby
made to the Grantee, subject to the terms and conditions of this Agreement and to the provisions of the Gilead Sciences, Inc.
2004 Equity Incentive Plan, as amended and restated (the “ Plan ”), the terms of which are incorporated by reference herein.
2. Transfer Restrictions . The Restricted Stock may not be sold, assigned, pledged, exchanged, hypothecated or
otherwise transferred, encumbered or disposed of in any manner at any time while the Restricted Stock remains subject to the
Forfeiture Restrictions. Notwithstanding the foregoing, the Restricted Stock may be transferred by will or by the laws of descent
and distribution following the Grantee’s death.
3. Vesting Schedule . The Restricted Stock shall vest, and cease to be subject to forfeiture hereunder, upon Grantee’s
completion of six (6) months of Continuous Service (as such term is defined in the Plan) measured from the Award Date (the “
Vesting Schedule ”).
4. Forfeiture Restrictions . Should the Grantee cease Continuous Service prior to the completion of the Vesting Schedule
for any reason other than those listed in Section 5 below, then the Restricted Stock shall be forfeited to the Company, without
any consideration due or payable to Grantee, and Grantee shall cease to have any further right, title or interest in the forfeited
Restricted Stock. This provision is referred to in this Agreement as the “ Forfeiture Restrictions .”
5. Lapse of Forfeiture Restrictions . N