Amendment to Stock Option and Restricted Stock Grant Agreements between Nastech Pharmaceutical Company Inc. and Gordon C. Brandt, M.D.

Summary

Nastech Pharmaceutical Company Inc. and Gordon C. Brandt, M.D. have agreed to amend several stock option and restricted stock grant agreements. The amendment states that if there is any conflict between these grant agreements and Dr. Brandt's employment agreement dated August 17, 2006, the employment agreement will take precedence. This ensures that the terms of Dr. Brandt's employment agreement override any conflicting terms in the stock or incentive grant agreements.

EX-10.2 3 v23211exv10w2.txt EXHIBIT 10.2 Exhibit 10.2 NASTECH PHARMACEUTICAL COMPANY INC. 2000 NONQUALIFIED STOCK OPTION PLAN, 2002 STOCK OPTION PLAN, AND 2004 STOCK INCENTIVE PLAN AMENDMENTS TO CERTAIN GRANT AGREEMENTS WHEREAS, incentive stock option grant agreements dated as of December 10, 2003, January 21, 2005 and December 16, 2005 (the "ISOs"), a nonqualified stock option grant agreement dated as of November 25, 2002 (the "NQSO") and restricted stock grant agreements dated as of January 21, 2005 and December 16, 2005 (the "RSGAs") (collectively, the "Agreements") were entered into by and between Nastech Pharmaceutical Company Inc. (the "Company"), a Delaware corporation, and Gordon C. Brandt, M.D. (the "Grantee"); and WHEREAS, the Company wishes to amend the Agreements and the Grantee wishes to do the same; NOW, THEREFORE, the undersigned do hereby agree that the following sentence shall be added at the end of Section 2 of the ISOs, at the end of Section 5.9 of the NQSO, and at the end of Section 1.3 of the RGSAs: Notwithstanding any provision of this Agreement to the contrary, if there is any conflict between the provisions of this Agreement and the employment agreement entered into by the Grantee and Nastech Pharmaceutical Company Inc. effective as of August 17, 2006 (the "Employment Agreement"), the provisions of the Employment Agreement shall control. IN WITNESS WHEREOF, the parties have executed these Amendments effective as of August 17, 2006. NASTECH PHARMACEUTICAL COMPANY INC. By: /s/ Steven C. Quay, M.D., Ph. D. -------------------------------- Name: Dr. Steven C. Quay Title: President and Chief Executive Officer GRANTEE /s/ Gordon C. Brandt, M.D. -------------------------------- Gordon C. Brandt, M.D., Executive Vice President of Clinical Research & Medical Affairs