GILEAD SCIENCES, INC.
2004 EQUITY INCENTIVE PLAN
AS AMENDED JULY 29, 2004
1. Purpose of the Plan . The purpose of this Plan is to provide incentives to attract, retain and
motivate eligible persons whose present and potential contributions are important to the success of the Company
by offering them an opportunity to participate in the Company’s future performance. If this Plan is approved by
stockholders at the 2004 annual meeting of stockholders, it will replace the Gilead Sciences, Inc. 1991 Stock
Option Plan and the Gilead Sciences, Inc. 1995 Non-Employee Directors’ Stock Option Plan, no further option
grants will be made under those plans, and the remaining shares available for issuance under those plans will be
available for issuance under this Plan.
2. Definitions . As used herein, the following definitions shall apply:
(a) “ Administrator ” means the Board or any of the Committees appointed to administer
(b) “ Affiliate ” and “ Associate ” shall have the respective meanings ascribed to such terms
in Rule 12b-2 promulgated under the Exchange Act.
(c) “ Applicable Acceleration Period ” means: (i) 24 months, in the case of the Chief
Executive Officer, (ii) 18 months, in the case of an Executive Vice President or Senior Vice President, and (iii) 12
months, in the case of all other Grantees.
(d) “ Applicable Laws ” means the legal requirements relating to the Plan and the Awards
under applicable provisions of federal securities laws, state corporate and securities laws, the Code, the rules of
any applicable stock exchange or national market system, and the rules of any non-U.S. jurisdiction applicable to
Awards granted to residents therein.
(e) “ Award ” means the grant of an O