2004 EQUITY INCENTIVE AWARD PLAN
1.1 General . The purpose of the Medivation, Inc. 2004 Equity Incentive Award Plan (the “ Plan ”) is to promote the
success and enhance the value of Medivation, Inc. (the “ Company ”) by linking the personal interests of the members of the
Board, employees, consultants, officers, and executives of the Company and any Subsidiary, to those of Company stockholders
and by providing such individuals with an incentive for outstanding performance to generate superior returns to Company
stockholders. The Plan is further intended to provide flexibility to the Company in its ability to motivate, attract, and retain the
services of members of the Board, employees, consultants, officers, and executives of the Company upon whose judgment,
interest, and special effort the successful conduct of the Company’s operation is largely dependent.
DEFINITIONS AND CONSTRUCTION
2.1 Definitions . The following words and phrases shall have the following meanings:
(a) “ Award ” means an Option, a Restricted Stock award, a Stock Appreciation Right award, a Performance Share
award, a Dividend Equivalents award, a Stock Payment award, a Restricted Stock Unit award, or a Performance-Based
Award granted to a Participant pursuant to the Plan.
(b) “ Award Agreement ” means any written or electronic agreement, contract, or other instrument or document
evidencing an Award.
(c) “ Board ” means the Board of Directors of the Company.
(d) “ Change of Control ” means and includes each of the following:
(i) the acquisition, directly or indirectly, by any “person” or “group” (as those terms are defined in Sections 3(a)
(9), 13(d) and 14(d) of the Exchange Act and the rules thereunder) of “beneficial ownership” (as determined pursuant
to Rule 13d-3 under the Exchange Act) of securities entitled to vote generally in the election of directors (“voting
securities”) of the Company that repres