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EXHIBIT 10.54
PHARMACOPEIA, INC.
1994 INCENTIVE STOCK PLAN
AMENDMENT NO. 8
Pursuant to the power reserved to it in Section 14 of the Pharmacopeia, Inc.
1994 Incentive Stock Plan, as amended (the "PLAN"), the Board of Directors of
Pharmacopeia, Inc. hereby amends the Plan, effective June 30, 2000, as
follows:
1. A new Section 8(b)(vii) is hereby added to the Plan to read as follows:
"RETIREMENT. At any time after May 1, 2001, the Plan Administrator
shall have the ability and authority at the time an Option is granted to an
Employee to provide that if the Optionee's employment is terminated for
reasons other than Misconduct after the Optionee has attained age 55 and
completed five years of service with the Company and/or a Parent or a
Subsidiary:
(A) the Option shall continue to vest for up to three years following
such termination of employment according to the same vesting schedule as is
then in effect under the Option, provided that such continued vesting will
not extend beyond the original date of expiration of the Option, and/or
(B) The Optionee will have a period of up to three years after such
termination of employment to exercise the Option, provided such exercise
period will not extend beyond the original date of expiration of the Option.
Notwithstanding the foregoing, if the Plan Administrator implements
this retirement vesting provision in an Option after May 1, 2001, the Plan
Administrator shall implement such retirement vesting provision in all
Options granted to Employees thereafter.
To record the adoption of this Amendment No. 8, Pharmacopeia has
caused its authorized officers to affix its corporation name and seal as of
this 30th day of June, 2000.
CORPORATE SEAL PHARMACOPEIA, INC.
Attest: /s/ Thomas M. Carney By: /s/ Joseph A. Mollica
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Thomas M. Carney, Joseph A. Mollica,
Secretary Chairman of the Board, President
and Chief Executive Officer
