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PROPOSAL 4 Approval of Amendments to the Amended and Restated ARIAD Pharmaceuticals, Inc. 1997 Employee Stock Purchase Plan, as amended, to Increase the Number of Shares of Common Stock Available for Issuance thereunder and Extend the Term The Board of Directors is requesting that our stockholders vote in favor of amending and restating the Amended and Restated ARIAD Pharmaceuticals, Inc. 1997 Employee Stock Purchase Plan, as amended (the “ESPP”). The ESPP was approved by stockholders in 1997, was amended in 2008 and 2009 to increase the number of shares of common stock available for grant, and is currently scheduled to terminate on March 10, 2017. If the stockholders approve the amendment and restatement of the ESPP: • 750,000 shares of common stock will be added to the authorized grant amount to fund the ESPP for an additional five years. The Board is recommending the approval of an additional 750,000 shares of common stock under the ESPP to meet our expected annual needs over the next five years; |