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.
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Name: Dr. Steven C. Quay
Title: President and Chief Executive Officer
GRANTEE
/s/ Gordon C. Brandt, M.D.
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Gordon C. Brandt, M.D., Executive Vice President of Clinical
Research & Medical Affairs