Amendment No. 2 to Pharmacopeia, Inc. 1994 Incentive Stock Plan

Summary

Pharmacopeia, Inc. amends its 1994 Incentive Stock Plan to update the definition of 'Plan Administrator.' The amendment clarifies which entity or committee is authorized to administer the plan for different groups of eligible participants and allows for the delegation of administrative functions to subcommittees approved by the Board. This change is formally adopted by the company's Board of Directors and signed by its officers.

EX-10.1B 3 a2041048zex-10_1b.txt EXHIBIT 10.1B Exhibit 10.1(b) PHARMACOPEIA, INC. 1994 INCENTIVE STOCK PLAN Amendment No. 2 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 as follows: Section 2(t) is hereby amended and restated in its entirety to read as follows: "'Plan Administrator' shall mean the particular entity, whether the Board, the Primary Committee, the Secondary Committee, or a subcommittee thereof, which is authorized to administer the Plan with respect to one or more classes of eligible persons, to the extent such entity is carrying out its administrative functions under the Plan with respect to the persons under its jurisdiction. A subcommittee of the Primary Committee or the Secondary Committee which has been approved by the Board may be delegated those administrative functions under the Plan which have been authorized to be performed hereunder by the Primary or Secondary Committee, as the case my be." To record the adoption of this Amendment No. 2, the Company has caused its authorized officers to affix its corporation name and seal this ___ day of ____, 1997. CORPORATE SEAL PHARMACOPEIA, INC. Attest: /s/ Lewis J. Shuster By: /s/ Joseph A. Mollica ---------------------------- ------------------------------------- Lewis J. Shuster, Joseph A. Mollica, Secretary Chairman of the Board, President and Chief Executive Officer