EXHIBIT 10.2
Restricted Stock Issuance Plan
(as amended February 1, 1995)
MYCOGEN CORPORATION
1992 STOCK OPTION PLAN
PLAN AMENDMENT EFFECTIVE AS OF FEBRUARY 1, 1995
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The Mycogen Corporation 1992 Stock Option Plan (the "Plan") is hereby
amended (the "Plan Amendment"), effective as of the 1st day of February, 1995,
as follows:
1. Article One, Section V.A of the Plan is hereby amended in its
entirety to read as follows:
A. Shares of the Company's Common Stock shall be issuable under the
Plan, and such shares may be obtained from either the Company's authorized
but unissued shares of Common Stock or from shares of Common Stock
reacquired by the Company and held as treasury shares. The aggregate
number of shares available for issuance over the term of the Plan shall not
exceed 5,566,719 shares of Common Stock/1/ subject to adjustment from time
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to time in accordance with the provisions of this Section V. To the extent
one or more outstanding options under the 1983 Plan which have been
incorporated into this Plan are subsequently exercised, the number of
shares issued with respect to each such option shall reduce, on a share-
for-share basis, the number of shares available for issuance under this
Plan
2. New Section III.E is hereby added to Article Four of the Plan to
read as follows:
As of February 1, 1995, the Board authorized an additional 1,000,000-
share increase to the number of shares of Common Stock available for
issuance over the term of the Plan. However, no option granted on the
basis of such share increase shall become exercisable, in whole or in part,
unless and until the Corporation's stockholders approve the increase. If
such stockholder approval is not obtained at the 1995 Annual Stockholders
Meeting, then any options previously granted on the basis of the 1,000,000-
share increase shall terminate, and no further options based on such
increase shall be granted. All outstanding options under the Plan which
have NOT been granted on the basis of the 1,000,000-share increase shall
remain outstanding in accordance with the terms and provisions of the
agreements evidencing those grants, whether or not stockholder approval of
the share increase is obtained. Subject to the foregoing limitations, the
Plan Administrator may grant options under the Plan at any time before the
date fixed herein for the termination of the Plan.
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/1/ Includes the 1,000,000-share increase approved by the Board as of February
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1, 1995, subject to approval by the Company's stockholders at the 1995 Annual
Stockholders Meeting.
2. All capitalized terms in this Plan Amendment shall have the
meanings assigned to such terms in the Plan. To the extent that there is a
conflict between the provisions of the Plan and the provisions of this Plan
Amendment, the provisions of this Plan Amendment shall take precedence.
3. Except as modified by this Plan Amendment, the terms and
provisions of the Plan shall continue in full force and effect.
IN WITNESS WHEREOF, Mycogen Corporation has caused this Plan Amendment
to be executed on its behalf by its duly-authorized officer as of the 1st day of
February, 1995.
MYCOGEN CORPORATION
By: ___________________________
Jerry Caulder
Title: Chairman and
Chief Executive Officer