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EXHIBIT 10.2
SECOND AMENDMENT TO THE
INVITROGEN CORPORATION
1998 EMPLOYEE STOCK PURCHASE PLAN
Pursuant to Section 22 of the Invitrogen Corporation 1998 Employee
Stock Purchase Plan (the "Plan"), said Plan is hereby amended as follows:
1. Section 4.1 shall be amended to state in its entirety as follows:
4.1 MAXIMUM NUMBER OF SHARES ISSUABLE. Subject to adjustment
as provided in Section 4.2, the maximum aggregate number of shares
of Stock that may be issued under the Plan shall be five hundred
fifty thousand (550,000) and shall consist of authorized but
unissued or reacquired shares of Stock, or any combination thereof.
If an outstanding Purchase Right for any reason expires or is
terminated or canceled, the shares of Stock allocable to the
unexercised portion of such Purchase Right shall again be available
for issuance under the Plan.
2. The additional 200,000 shares authorized for issuance under the
Plan by this Amendment may only be issued pursuant to Purchase Rights granted
after the date on which the stockholders of the Company approve this
Amendment.
IN WITNESS WHEREOF, the undersigned Secretary of Invitrogen
Corporation certifies that the foregoing amendment to the 1998 Stock Purchase
Plan was duly adopted by the Board of Directors on August 8, 2000.
Date:
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INVITROGEN CORPORATION
By:
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Its: Secretary
