Theravance, Inc. Policy for Non-Employee Director Stock Options (Effective June 2, 2014)
This policy outlines how stock options granted by Theravance, Inc. to its non-employee directors are handled when those directors resign from Theravance's board due to the company's spin-off of Theravance Biopharma, Inc. Directors who join the Biopharma board after the spin-off will have their continued service on that board count as "service" for their existing Theravance stock options, except for vesting purposes. The policy ensures these directors retain certain rights to their options after the corporate restructuring.
Exhibit 10.3
THERAVANCE, INC.
POLICY FOR NON-EMPLOYEE DIRECTOR STOCK OPTIONS
EFFECTIVE JUNE 2, 2014
This policy applies to stock options granted by Theravance, Inc. (the “Company”) to its non-employee directors who resign from the Company’s board of directors in connection with the Company’s spin-off of Theravance Biopharma, Inc. (“Biopharma”) and who continue to serve as non-employee members of the board of directors of Biopharma (each, a “Biopharma Director”) to the extent such options are outstanding immediately prior to the spin-off (“Eligible Theravance Options”).
Following the spin-off, the continued service by a former non-employee director of the Company as a Biopharma Director will constitute “service” for all purposes of the Biopharma Director’s Eligible Theravance Options, other than with respect to the vesting of such stock options.
