-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TCmNS0o0lcIW0l6mPKXR8SuCcUohy8NOfi1E8VzOPQUEJIbvxI1ncqBFtJivet86 3dz3CH3kcI5wuFkdyEOS2w== 0000004310-01-000008.txt : 20010420 0000004310-01-000008.hdr.sgml : 20010420 ACCESSION NUMBER: 0000004310-01-000008 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010418 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALZA CORP CENTRAL INDEX KEY: 0000004310 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 770142070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: SEC FILE NUMBER: 001-06247 FILM NUMBER: 1605004 BUSINESS ADDRESS: STREET 1: 1900 CHARLESTON RD STREET 2: PO BOX 7210 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94309 BUSINESS PHONE: 6504945000 MAIL ADDRESS: STREET 1: 1900 CHARLESTON RD STREET 2: PO BOX 7210 CITY: MOUNTAIN VIEW STATE: CA ZIP: 94309-7210 10-K/A 1 0001.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A AMENDMENT No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 Commission File Number 1-6247 ALZA CORPORATION (Exact name of registrant as specified in its charter) Delaware 77-0142070 (State or other jurisdiction of (I.R.S.Employer incorporation of organization) Identification No.) 1900 Charleston Road, P.O. Box 7210, Mountain View, CA 94039-7210 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (650) 564-5000 Securities registered pursuant to Section 12(b) of the Act: Name of each exchange Title of each class on which registered Common Stock New York Stock Exchange 5 1/4% Liquid Yield Option-trademark- New York Stock Exchange Notes due 2014 (Zero Coupon-Subordinated) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.[_] State the aggregate market value of the voting stock held by non-affiliates of the registrant, as of March 1, 2001: $9,089,328,452 Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of March 1, 2001: Title of Class Number of Shares Common Stock 238,508,480 DOCUMENTS INCORPORATED BY REFERENCE Part I, Item 1 (with respect to financial information of operating segments) and Part II, Items 5, 6, 7, 7A and 8 are incorporated by reference to the 2000 Annual Report to Stockholders. Part III, Items 10, 11, 12 and 13 are incorporated by reference to the definitive proxy statement for the registrant's Annual Meeting of Stockholders to be held on May 3, 2001. ALZA CORPORATION FORM 10-K/A ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000 TABLE OF CONTENTS Page Part IV. Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K 3 SIGNATURES 6 EXHIBIT INDEX 8 PART IV Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Documents filed as part of this Annual Report on Form 10-K: 3. Exhibits: 3.1 Restated Certificate of Incorporation of ALZA Corporation filed with the Delaware Secretary of State on February 14, 1994 (1) 3.2 Composite Bylaws of ALZA Corporation as restated on February 10, 1994 and amended on August 11, 1994, February 16, 1995, February 15, 1996, August 13, 1996, February 10, 1998 and March 17, 1999 (2) 3.3 Certificate of Amendment of Restated Certificate of Incorporation of ALZA Corporation, filed with the Delaware Secretary of State on November 1, 2000 (12) 4.1 Indenture dated July 7, 1994 between ALZA Corporation and the Chase Manhattan Bank, N.A. as Trustee, relating to ALZA's 5 1/4% Liquid Yield Option-trademark- Notes (3) 4.2 Specimen of LYONs-trademark- Certificate (included in Exhibit 4.1) 4.3 Rights Agreement between ALZA Corporation and BankBoston, N.A., as Rights Agent (5) 4.4 Form of Right Certificate (included in Exhibit 4.6) 4.5 Indenture dated July 28, 2000 by and between ALZA Corporation and the Chase Manhattan Bank and Trust Company, N.A., as Trustee, relating to ALZA's Zero Coupon Convertible Subordinated Debentures (4) 4.6 Registration Rights Agreement, dated July 24, 2000, by and between ALZA Corporation, Credit Suisse First Boston Corporation, Chase Securities Inc. and Morgan Stanley & Co. Incorporated (4) 10.1 Amended and Restated Executive Deferral Plan II (6)* 10.2 Executive Deferral Plan II for Chief Executive Officer(7)* 10.3 Amendment No. 1998-1 to Executive Deferral Plan II (11)* 10.4 Amendment No. 1999-1 to Executive Deferral Plan II (11)* 10.5 Amendment No. 1999-2 to Executive Deferral Plan II (11)* 10.6 ALZA Corporation Amended and Restated Stock Plan (as amended through May 6, 1999)(8)* 10.7 Amendment No. 1 to ALZA Corporation Amended and Restated Stock Plan (11)* 10.8 Form of Executive Agreement between ALZA Corporation and Certain Executive Officers (9)* 10.9 Form of Amendment to Executive Agreement between ALZA Corporation and Certain Executive Officers(10)* 10.10 Executive Agreement between ALZA Corporation and Dr. Ernest Mario (8)* 10.11 Supplemental ALZA Corporation Retirement Plan(11)* 10.12 Form of Executive Estate Protection Plan Agreement(11)* 10.13 Form of Executive Estate Protection Plan Collateral Agreement (11)* 10.14 Lease Agreement between ALZA and P/A Charleston Road LLC for Building One of Charleston Road Development Project (a substantially identical lease is in effect for each of two other office buildings)(6) 10.15 Construction Agreement between ALZA and P/A Charleston Road LLC relating to three office building lease agreements (6) 10.16 Ground Lease between ALZA and the Peery and Arrillaga Trusts relating to a seven-acre parcel in Mountain View (6) 10.17 Amendment No. 2000-1 to Executive Deferral Plan I* 10.18 Amendment No. 2000-2 to Executive Deferral Plan I* 10.19 Amendment No. 2000-1 to Executive Deferral Plan II* 10.20 Amendment No. 2000-2 to Executive Deferral Plan II* 13 Portions of Annual Report to Stockholders incorporated by reference into Annual Report on Form 10-K (12) 21 Subsidiaries (12) 23 Consent of Ernst & Young LLP, Independent Auditors (12) _________________________________________________________________ Footnotes to pages 3 and 4 (1) Incorporated by reference to ALZA's Form 10-K Annual Report for the year ended December 31, 1993. (2) Incorporated by reference to ALZA's Form 10-Q Quarterly Report for the quarter ended March 31, 1999. (3) Incorporated by reference to ALZA's Form 10-Q Quarterly Report for the quarter ended June 30, 1994. (4) Incorporated by reference to ALZA's Form S-3 Registration Statement (Commission File No. 333-46496) dated September 25, 2000, as amended. (5) Incorporated by reference to ALZA's Form 8-K Current Report filed December 21, 1999. (6) Incorporated by reference to ALZA's Form 10-K Annual Report for the year ended December 31, 1997. (7) Incorporated by reference to ALZA's Form 10-Q Quarterly Report for the quarter ended September 30, 1993. (8) Incorporated by reference to ALZA's Form 10-Q Quarterly Report for the quarter ended June 30, 1999. (9) Incorporated by reference to ALZA's Form 10-K Annual Report for the year ended December 31, 1995. (10) Incorporated by reference to ALZA's Form 10-Q/A Quarterly Report for the quarter ended June 30, 1999. (11) Incorporated by reference to ALZA's Form 10-K Annual Report for the year ended December 31, 1999. (12) Incorporated by reference to ALZA's Form 10-K Annual Report for the year ended December 31, 2000. *A management contract or compensatory plan or arrangement required to be filed as an Exhibit pursuant to Item 14(c) of Form 10-K. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ALZA CORPORATION By /s/ Matthew K. Fust Matthew K. Fust Senior Vice President, Chief Financial Officer and Principal Accounting Officer Date: April 17, 2001 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. /s/ Dr. Ernest Mario Dr. Ernest Mario Chairman of the Board of Directors, Director and Chief Executive Officer Date: April 17, 2001 /s/ Dr. William R. Brody* /s/ Dean O. Morton* Dr. William R. Brody Dean O. Morton Director Director Date: April 17, 2001 Date: April 17, 2001 /s/ Dr. Robert J. Glaser* /s/ Denise M. O'Leary* Dr. Robert J. Glaser Denise M. O'Leary Director Director Date: April 17, 2001 Date: April 17, 2001 /s/ Dr. I. Craig Henderson* /s/ Julian N. Stern* Dr. I. Craig Henderson Julian N. Stern Director Director Date: April 17, 2001 Date: April 17, 2001 /s/ Jerry T. Jackson* Jerry T. Jackson Director Date: April 17, 2001 *By: Matthew K. Fust Matthew K. Fust Attorney-in-fact Date: April 17, 2001 EXHIBIT INDEX Exhibit 10.17 Amendment No. 2000-1 to Executive Deferral Plan I 10.18 Amendment No. 2000-2 to Executive Deferral Plan I 10.19 Amendment No. 2000-1 to Executive Deferral Plan II 10.20 Amendment No. 2000-2 to Executive Deferral Plan II _______________________________ EX-10.17 2 0002.txt EXHIBIT 10.17 ALZA Corporation Executive Deferral Plan 2000 Amendment 1 ALZA Corporation, a Delaware corporation (the "Company"), pursuant to the power granted to it by Section 10.2 of each of the 1987, 1988, 1989, 1990, 1991 and 1992 Benefit Units of the Executive Deferral Plan, as amended (each referred to as a "Benefit Unit"), hereby amends each Benefit Unit, as follows, effective as of February 8, 2000. 1. For the 1987 and 1988 Benefit Units, Section 1.17 is amended in its entirety to read as follows: ""Retirement" and "Retire" shall mean termination of employment or severance of directorship with the Company (i) on or after the attainment of age sixty-two (62), (ii) at a time when Years of Service are equal to or greater than 20, (iii) at a time when the sum of age at last birthday plus Years of Service equal 62 or more ("Rule of 62") or (iv) within two years after a Change in Control, provided the Participant was an employee or director at the time of the Change in Control." If a Participant is both an employee and a Director, Retirement shall not occur until he or she retires as both an employee and a Director. 2. For each of the 1989, 1990, 1991 and 1992 Benefit Units, Section 1.18, as amended, is further amended in its entirety to read as follows: ""Retirement" and "Retire" shall mean termination of employment or severance of directorship with the Company (i) on or after the attainment of age sixty-two (62), (ii) at a time when Years of Service are equal to or greater than 20, (iii) at a time when the sum of age at last birthday plus Years of Service equal 62 or more ("Rule of 62") or (iv) within two years after a Change in Control, provided the Participant was an employee or director at the time of the Change in Control." If a Participant is both an employee and a Director, Retirement shall not occur until he or she retires as both an employee and a Director. 3. For each of the 1987, 1988, 1989, 1990, 1991 and 1992 Benefit Units, Section 10.1 is amended in its entirety to read as follows: "Plan Termination. The Company reserves the right to terminate the Plan at any time, subject to the payout of benefits as set forth below. Upon termination of the Plan, the Participants' then existing EDP Accounts, including the Secondary Account Balance and all interest earned through the date of such termination, shall be paid out as if each Participant Retired on the date of termination based on the most recent payout election made by the Participant in accordance with Article 5 above. If the Plan is terminated prior to a Change in Control, the Company reserves the right, at its sole discretion and notwithstanding any elections made by the Participant, to pay such benefits in a lump sum or in annual installments for up to 15 years, with interest credited on the unpaid balance at the Preferred Distribution Rate. The termination of the Plan shall not adversely affect any Participant or Beneficiary who has become entitled to the payment of any benefits under the Plan as of the date of termination." 4. For each of the 1987, 1988, 1989, 1990, 1991 and 1992 Benefit Units, Section 10.2 is amended in its entirety to read as follows: "Amendment or Modification. The Company may, at any time, amend or modify the Plan in whole or in part; provided, however, that no amendment or modification shall have the effect of decreasing or restricting any EDP Account balance, calculated as if (a) the Participant experienced a Termination of Employment as of the effective date of the amendment or modification, or (b) if the Participant was eligible to Retire on the effective date of the amendment or modification, or if such amendment or modification is made after a Change in Control, calculated as if the Participant had Retired as of the effective date of the amendment or modification. The amendment or modification of the Plan shall have no effect on any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification." 5. Except as expressly provided herein, the provisions of each Benefit Unit will continue in their entirety as set forth immediately prior to the effective date of this amendment. The Company has caused this Amendment to be signed by its duly authorized officer as of the date written below. ALZA Corporation, a Delaware Corporation By: /s/ David R. Hoffmann Its: Vice President, Treasurer Date: February 8, 2000 EX-10.18 3 0003.txt EXHIBIT 10.18 ALZA Corporation Executive Deferral Plan 2000 Amendment 2 ALZA Corporation, a Delaware corporation (the "Company"), pursuant to the power granted to it by Section 10.2 of each of the 1987, 1988, 1989, 1990, 1991 and 1992 Benefit Units of the Executive Deferral Plan, as amended (each referred to as a "Benefit Unit"), hereby amends each Benefit Unit, as follows, effective as of August 9, 2000. 1. For each of the 1987 and 1988 Benefit Units, Section 1.25 is added to read as follows: "1.25 "Consultant" shall mean a Participant who enters into a written consulting arrangement with the Company under which the Participant becomes an independent consultant to the Company." 2. For each of the 1989, 1990, 1991 and 1992 Benefit Units, Section 1.26 is added to read as follows: "1.26 "Consultant" shall mean a Participant who enters into a written consulting arrangement with the Company under which the Participant becomes an independent consultant to the Company." 3. For each of the 1987 and 1988 Benefit Units, Section 1.26 is added to read as follows: "1.26 "Deferred Compensation Plan for Consultants" shall mean any nonqualified deferral plan that is established by the Company from time to time for a select group of independent consultants that allows such consultants to defer compensation paid to them by the Company." 4. For each of the 1989, 1990, 1991 and 1992 Benefit Units, Section 1.27 is added to read as follows: "1.27 "Deferred Compensation Plan for Consultants" shall mean any nonqualified deferral plan that is established by the Company from time to time for a select group of independent consultants that allows such consultants to defer compensation paid to them by the Company." 5. For each of the 1987, 1988, 1989, 1990, 1991 and 1992 Benefit Units, Section 2.3 is added to read as follows: "2.3 Consultant. (a) Change in Status. If immediately upon or prior to a Participant's Retirement or Termination of Employment, either as an employee or as a Director, the Participant: (i) becomes a Consultant; and (ii) made a timely and valid election in accordance with Section 2.3(b) below, the Participant's entire Account Balance shall be rolled over to the Deferred Compensation Plan for Consultants as of the date of the Participant's Retirement or Termination of Employment, the Participant's participation in this Plan shall cease, and any obligations of the Company to the Participant with respect to his or her former Account Balance under this Plan shall be governed by the terms and conditions of the Deferred Compensation Plan for Consultants and not this Plan. If the Participant does meet all of the requirements set forth in (i) through (ii) immediately above, or a Deferred Compensation Plan for Consultants is not in existence at the time of the Participant's Retirement or Termination of Employment, the Participant's Account Balance shall continue to be governed by the terms and conditions of this Plan. (b) Election. Concurrent with the effective date of this Amendment, any current Participant in this Plan, who has not Retired or experienced a Termination of Employment, shall have the opportunity to elect whether or not to have his or her Account Balance rolled over to the Deferred Compensation Plan for Consultants in the event that the Participant becomes a Consultant and the conditions for a rollover, as set forth in Section 2.3(a) above, are met. Any new Participant in this Plan shall have an opportunity to make a similar election at the time he or she becomes a Participant in the Plan. Thereafter, a Participant may annually change his or her election to roll or not roll his or her Account Balance over to the Deferred Compensation Plan for Consultants by submitting a new Election Form to the Committee, provided that any such Election Form is submitted at least one (1) year prior to the Participant's Retirement or Termination of Employment and is accepted by the Committee in its sole discretion. The Election Form most recently accepted by the Committee shall govern." 6. For each of the 1987, 1988, 1989, 1990, 1991 and 1992 Benefit Units, Section 11.13 is added to read as follows: "11.13 No Guarantee. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Company as a Consultant or to be eligible to participate in the Deferred Compensation Plan for Consultants. Any election made under Section 2.3 above is an election that is expressly contingent on the Participant meeting the requirements of Section 2.3 above." 7. Except as expressly provided herein, the provisions of the Plan will continue in their entirety as set forth immediately prior to the effective date of this amendment. The Company has caused this Amendment to be signed by its duly authorized officer as of the date written below. ALZA Corporation, a Delaware Corporation By: David R. Hoffmann Its: Vice President, Treasurer Date: October 25, 2000 EX-10.19 4 0004.txt EXHIBIT 10.19 ALZA Corporation Amended and Restated Executive Deferral Plan II 2000 Amendment 1 ALZA Corporation, a Delaware corporation (the "Company"), pursuant to the power granted to it by Section 10.2 of the ALZA Corporation Amended and Restated Executive Deferral Plan II, as amended (the "Plan"), hereby amends the Plan, as follows, effective as of February 8, 2000. 1. Section 1.21 is amended in its entirety to read as follows: ""Retirement" and "Retire" shall mean termination of employment or severance of directorship with the Company (i) on or after the attainment of age sixty-two (62), (ii) at a time when Years of Service are equal to or greater than 20, (iii) at a time when the sum of age at last birthday plus Years of Service equal 62 or more ("Rule of 62") or (iv) within two years after a Change in Control, provided the Participant was an employee or director at the time of the Change in Control." If a Participant is both an employee and a Director, Retirement shall not occur until he or she retires as both an employee and a Director. 2. Section 10.1 is amended in its entirety to read as follows: "Plan Termination. The Company reserves the right to terminate the Plan at any time, subject to the payout of benefits as set forth below. Upon termination of the Plan, the Participants' then existing EDP II Accounts, including the Secondary Account Balance and all interest earned through the date of such termination, shall be paid out as if each Participant Retired on the date of termination based on the most recent payout election made by the Participant in accordance with Article 5 above. If the Plan is terminated prior to a Change in Control, the Company reserves the right, at its sole discretion and notwithstanding any elections made by the Participant, to pay such benefits in a lump sum or in annual installments for up to 15 years, with interest credited on the unpaid balance at the Preferred Distribution Rate. The termination of the Plan shall not adversely affect any Participant or Beneficiary who has become entitled to the payment of any benefits under the Plan as of the date of termination." 3. Section 10.2 is amended in its entirety to read as follows: "Amendment or Modification. The Company may, at any time, amend or modify the Plan in whole or in part; provided, however, that no amendment or modification shall have the effect of decreasing or restricting any EDP II Account balance, calculated as if (a) the Participant experienced a Termination of Employment as of the effective date of the amendment or modification, or (b) if the Participant was eligible to Retire on the effective date of the amendment or modification, or if such amendment or modification is made after a Change in Control, calculated as if the Participant had Retired as of the effective date of the amendment or modification. The amendment or modification of the Plan shall have no effect on any Participant or Beneficiary who has become entitled to the payment of benefits under the Plan as of the date of the amendment or modification." 4. Except as expressly provided herein, the provisions of the Plan will continue in their entirety as set forth immediately prior to the effective date of this amendment. The Company has caused this Amendment to be signed by its duly authorized officer as of the date written below. ALZA Corporation, a Delaware Corporation By: David R. Hoffmann Its: Vice President, Treasurer Date: February 8, 2000 EX-10.20 5 0005.txt EXHIBIT 10.20 ALZA Corporation Amended and Restated Executive Deferral Plan II 2000 Amendment 2 ALZA Corporation, a Delaware corporation (the "Company"), pursuant to the power granted to it by Section 10.2 of the ALZA Corporation Amended and Restated Executive Deferral Plan II, as amended (the "Plan"), hereby amends the Plan, as follows, effective as of August 9, 2000. 1. Section 1.29 is added to read as follows: "1.29 "Consultant" shall mean a Participant who enters into a written consulting arrangement with the Company under which the Participant becomes an independent consultant to the Company." 2. Section 1.30 is added to read as follows: "1.30 "Deferred Compensation Plan for Consultants" shall mean any nonqualified deferral plan that is established by the Company from time to time for a select group of independent consultants that allows such consultants to defer compensation paid to them by the Company." 3. Section 2.3 is added to read as follows: "2.3 Consultant. (a) Change in Status. If immediately upon or prior to a Participant's Retirement or Termination of Employment, either as an employee or as a Director, the Participant: (i) becomes a Consultant; and (ii) made a timely and valid election in accordance with Section 2.3(b) below, the Participant's entire Account Balance shall be rolled over to the Deferred Compensation Plan for Consultants as of the date of the Participant's Retirement or Termination of Employment, the Participant's participation in this Plan shall cease, and any obligations of the Company to the Participant with respect to his or her former Account Balance under this Plan shall be governed by the terms and conditions of the Deferred Compensation Plan for Consultants and not this Plan. If the Participant does meet all of the requirements set forth in (i) through (ii) immediately above, or a Deferred Compensation Plan for Consultants is not in existence at the time of the Participant's Retirement or Termination of Employment, the Participant's Account Balance shall continue to be governed by the terms and conditions of this Plan. (b) Election. Concurrent with the effective date of this Amendment, any current Participant in this Plan, who has not Retired or experienced a Termination of Employment, shall have the opportunity to elect whether or not to have his or her Account Balance rolled over to the Deferred Compensation Plan for Consultants in the event that the Participant becomes a Consultant and the conditions for a rollover, as set forth in Section 2.3(a) above, are met. Any new Participant in this Plan shall have an opportunity to make a similar election at the time he or she becomes a Participant in the Plan. Thereafter, a Participant may annually change his or her election to roll or not roll his or her Account Balance over to the Deferred Compensation Plan for Consultants by submitting a new Election Form to the Committee, provided that any such Election Form is submitted at least one (1) year prior to the Participant's Retirement or Termination of Employment and is accepted by the Committee in its sole discretion. The Election Form most recently accepted by the Committee shall govern." 4. Section 13.14 is added to read as follows: "13.14 No Guarantee. Nothing in this Plan shall be deemed to give a Participant the right to be retained in the service of the Company as a Consultant or to be eligible to participate in the Deferred Compensation Plan for Consultants. Any election made under Section 2.3 above is an election that is expressly contingent on the Participant meeting the requirements of Section 2.3 above." 5. Except as expressly provided herein, the provisions of the Plan will continue in their entirety as set forth immediately prior to the effective date of this amendment. The Company has caused this Amendment to be signed by its duly authorized officer as of the date written below. ALZA Corporation, a Delaware Corporation By: David R. Hoffmann Its: Vice President, Treasurer Date: October 25, 2000 -----END PRIVACY-ENHANCED MESSAGE-----