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2000 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
ADOPTED FEBRUARY 8, 2000
APPROVED BY STOCKHOLDERS MARCH 20, 2000
AMENDED ON JUNE 19, 2002
(a) Eligible Option Recipients. The persons eligible to receive Options are the Non-Employee Directors of the
(b) Available Options. The purpose of the Plan is to provide a means by which Non-Employee Directors may be
given an opportunity to benefit from increases in value of the Common Stock through the granting of Nonstatutory
(c) General Purpose. The Company, by means of the Plan, seeks to retain the services of its Non-Employee
Directors, to secure and retain the services of new Non-Employee Directors and to provide incentives for such persons
to exert maximum efforts for the success of the Company and its Affiliates.
(a) "Affiliate" means any parent corporation or subsidiary corporation of the Company, whether now or hereafter
existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.
(b) "Annual Grant" means an Option granted annually to all Non-Employee Directors who meet the criteria
specified in subsection 6(b) of the Plan.
(c) "Board" means the Board of Directors of the Company.
(d) "Code" means the Internal Revenue Code of 1986, as amended.
(e) "Common Stock" means the common stock of the Company.
(f) "Company" means InterMune, Inc.
(g) "Consultant" means any person, including an advisor, (i) engaged by the Company or an Affiliate to render
consulting or advisory services and who is compensated for such services or (ii) who is a member of the Board of
Directors of an Affiliate. However, the term "Consultant" shall not include either Directors of the Company who are not
compensated by the Company for their services as Directors or Di