GILEAD SCIENCES,INC. (NASDAQ:GILD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Compensatory Arrangements of Certain Officers

(e)Compensation Arrangements of Certain Officers

As previously announced by Gilead Sciences,Inc. (“Gilead”) on July25, 2018, John F. Milligan, Ph.D., has agreed to step down as Gilead’s President and Chief Executive Officer and will resign from Gilead’s Board of Directors on December31, 2018 or, if earlier, when his successor is named and commences in the role. Dr.Milligan has agreed to continue to serve through such date, and thereafter will remain an employee to assist in transitional matters through February28, 2019.

In connection with Dr.Milligan’s transition and separation, on August6, 2018, Gilead and Dr.Milligan entered into a Separation Agreement and Release (the “Separation Agreement”). to the Separation Agreement, Gilead has agreed that Dr.Milligan’s 2018 bonus will be paid based on actual corporate performance. Subject to his provision of transition services through February28, 2019, Dr.Milligan will be paid a 2019 bonus of $1.5 million and, in addition to the treatment to which Dr.Milligan is entitled as a retirement-eligible employee under Gilead’s equity award agreements, Gilead will provide for accelerated vesting of Dr.Milligan’s unvested stock options and will waive the continuous service condition on his outstanding performance share awards to provide for full (instead of pro-rated) settlement based on actual performance over the applicable performance periods. Subject to his execution and non-revocation of a release of claims as provided for under Gilead’s Severance Plan, Dr.Milligan also will be paid an amount equal to two times his salary plus average annual bonus over the past three years, together with a payment intended to partially offset costs of health care continuation for two years and outplacement services through a Gilead-contracted provider for one year. The Separation Agreement includes certain confidentiality, non-disclosure, non-solicitation, and non-disparagement obligations, and provides for a release of claims and reimbursement of certain expenses by Gilead. The foregoing description is qualified by reference to the Separation Agreement, a copy of which is filed as Exhibit10.1 to this Form8-K.

SECTION9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 5.02 Financial Statements and Exhibits

(d) Exhibits