to the power reserved to it in Section 17.7 of the Pharmacopeia, Inc.
amended and restated 2004 Stock Incentive Plan (the “Plan”), the Board of
Directors of Pharmacopeia, Inc., a Delaware corporation (the “Company”),
hereby amends the Plan as follows:
1. Section 13.1
is hereby amended and restated in its entirety to read as follows:
“13.1. Vesting. The time when an
Option or SAR shall vest and become exercisable shall be stated in the Award
Notice. The restrictions, if any, on Stock Awards and other Awards shall expire
at the times designated in the Award Notice.
The Committee may determine an appropriate vesting schedule for any
Award granted by the Company in substitution of an equity award previously
granted by an entity acquired by the Company.”
Amendment No. 2 to the Plan shall be effective as of May 7, 2008.
record the adoption of this Amendment No. 2, the Company has caused its
authorized officer to affix its corporate name this 8th day of May,