{"id":38358,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-nonemployee-directors-stock-option-plan-maxygen-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-nonemployee-directors-stock-option-plan-maxygen-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-nonemployee-directors-stock-option-plan-maxygen-inc.html","title":{"rendered":"1999 Nonemployee Directors Stock Option Plan &#8211; Maxygen Inc."},"content":{"rendered":"<pre>\n                 1999 NONEMPLOYEE DIRECTORS STOCK OPTION PLAN\n                                      OF\n                                 MAXYGEN, INC.\n\n                         (amended as of March 1, 2001)\n\n\n     1.   PURPOSES OF THE PLAN\n          --------------------\n\n          The purposes of the 1999 Nonemployee Directors Stock Option Plan of\nMaxygen, Inc., a Delaware corporation, are: (a) to encourage Nonemployee\nDirectors to accept or continue their association with the Company; and (b) to\nincrease the interest of Nonemployee Directors in the Company's operations and\nincreased profits through participation in the growth in value of the Common\nStock of the Company.\n\n     2.   DEFINITIONS\n          -----------\n\n          As used herein, the following definitions shall apply:\n\n          (a)  \"Administrator\" shall mean the entity, either the Board or a\n                -------------\ncommittee appointed by the Board, responsible for administering this Plan, as\nprovided in Section 5.\n\n          (b)  \"Affiliate\" shall mean a parent or subsidiary corporation as\n                ---------\ndefined in the applicable provisions of the Code.\n\n          (c)  \"Annual Option\" shall have the meaning set forth in Section 6(b).\n                -------------\n\n          (d)  \"Board\" shall mean the Board of Directors of the Company, as\n                -----\nconstituted from time to time.\n    \n          (e)  \"Code\" shall mean the Internal Revenue Code of 1986, as amended.\n                ----\n\n          (f)  \"Common Stock\" shall mean the Common Stock of the Company.\n                ------------\n\n          (g)  \"Company\" shall mean Maxygen, Inc., a Delaware corporation.\n                -------\n\n          (h)  \"Director Fee\" shall mean the cash amount, if any, a Nonemployee\n                ------------\nDirector shall be entitled to receive for serving as a director of the Company\nin any fiscal year.\n\n \n     (i)  \"Fair Market Value\" shall mean, as of the date in question, the last\n           -----------------\ntransaction price quoted by the NASDAQ National Market System on the date of\ngrant; provided, however, that if the Common Stock is not traded on such market\n       --------  -------\nsystem or the foregoing shall otherwise be inappropriate, then the Fair Market\nValue shall be determined by the Administrator in good faith at its sole\ndiscretion and on such basis as it shall deem appropriate. Such determination\nshall be conclusive and binding on all persons.\n\n     (j)  \"Initial Option\" shall have the meaning set forth in Section 6(a).\n           --------------\n\n     (k)  \"Nonemployee Director\" shall mean any person who is a member of the\n           --------------------\nBoard but is not an employee of the Company or any Parent or Subsidiary of the\nCompany and has not been an employee of the Company or any Parent or Subsidiary\nof the Company at any time during the preceding 12 months.\n\n     (l)  \"Option\" shall mean a stock option granted pursuant to this Plan.\n           ------\n\n     (m)  \"Option Agreement\" shall mean the written agreement described in\n           ----------------\nSection 6(c) evidencing the grant of an Option to a Nonemployee Director and\ncontaining the terms, conditions and restrictions pertaining to such Option.\n\"Written agreement\" shall include electronic acceptance of an electronic form of\nagreement.\n\n     (n)  \"Option Shares\" shall mean the Shares subject to an Option granted\n           -------------\nunder this Plan.\n\n     (o)  \"Optionee\" shall mean a Nonemployee Director who holds an Option.\n           --------\n\n     (p)  \"Parent\" shall mean a \"parent corporation,\" whether now or hereafter\n           ------\nexisting, as defined in Section 424(e) of the Code.\n\n     (q)  \"Plan\" shall mean this 1999 Nonemployee Directors Stock Option Plan of\n           ----\nMaxygen, Inc., as it may be amended from time to time.\n\n     (r)  \"Rule 16b-3\" shall mean Rule 16b-3 promulgated by the Securities and\n           ----------\nExchange Commission, or any successor rule thereto.\n\n     (s)  \"Section\" unless the context clearly indicates otherwise, shall refer\n           -------\nto a Section of this Plan.\n        \n     (t)  \"Share\" shall mean a share of Common Stock, as adjusted in accordance\n           -----\nwith Section 7(a).\n     \n\n                                       2\n\n \n          (u)  \"Subsidiary\" shall mean a \"subsidiary corporation\" of the\n                ----------\nCompany, whether now or hereafter existing, within the meaning of Section 424(f)\nof the Code, but only for so long as it is a \"subsidiary corporation\".\n\n     3.   ELIGIBLE PERSONS\n          ----------------\n\n          Every person who at the date of grant of an Option is a Nonemployee\nDirector is eligible to receive Options under this Plan.\n\n     4.   STOCK SUBJECT TO THIS PLAN\n          --------------------------\n\n          Subject to Section 7(a) of this Plan, the maximum aggregate number of\nShares which may be issued on exercise of Options granted pursuant to this Plan\nis 300,000 Shares. The Shares covered by the portion of any grant under the Plan\nthat expires unexercised shall become available again for grants under the Plan.\n\n     5.   ADMINISTRATION\n          --------------\n\n          (a)  This Plan shall be administered by the Board, or by a committee\n(the \"Committee\") of at least two Board members to which administration of the\nPlan is delegated (in either case, the \"Administrator\"), in accordance with the\nrequirements of Rule 16b-3.\n\n          (b)  Subject to the other provisions of this Plan, the Administrator\nshall have the authority, in its sole discretion: (i) to determine the Fair\nMarket Value of the Shares subject to Option; (ii) to interpret this Plan; (iii)\nto prescribe, amend and rescind rules and regulations relating to this Plan;\n(iv) to defer (with the consent of the Optionee) or accelerate the exercise date\nof any Option; (v) to authorize any person to execute on behalf of the Company\nany instrument evidencing the grant of an Option; and (vi) to make all other\ndeterminations deemed necessary or advisable for the administration of this\nPlan. The Administrator may delegate nondiscretionary administrative duties to\nsuch employees of the Company as it deems proper.\n\n          (c)  All questions of interpretation, implementation and application\nof this Plan shall be determined by the Administrator. Such determination shall\nbe final and binding on all persons.\n\n     6.   GRANT OF OPTIONS\n          ----------------\n\n          (a)  Grant for Initial Election or Appointment to Board. Subject to\n               --------------------------------------------------      \nthe terms and conditions of this Plan, if any person who is not an officer or\nemployee of the Company is first elected or appointed as a member of the Board\nand is otherwise \n\n                                       3\n\n \nconsidered a \"Nonemployee Director\" as defined herein, then the Company shall\ngrant to such Nonemployee Director on such day an Option to purchase 20,000\nShares (\"Initial Option\") at an exercise price equal to the Fair Market Value of\nsuch Shares on the date of such Initial Option grant, subject to the limitation\nof Section 7(i).\n\n          (b)  Grant for Re-election to Board. Subject to the terms and\n               ------------------------------\nconditions of this Plan, on the date of the first meeting of the Board\nimmediately following each annual meeting of stockholders of the Company (even\nif held on the same day as the meeting of stockholders) the Company shall grant\nto each Nonemployee Director then in office for longer than six months, an\nOption to purchase 5,000 shares (the \"Annual Option\") at an exercise price equal\nto the Fair Market Value of such Shares.\n\n          (c)  No Option shall be granted under this Plan after ten years from\nthe date of adoption of this Plan by the Board. Each Option shall be evidenced\nby a written Option Agreement, in form and substance satisfactory to the\nCompany, executed by the Company and the Optionee. Failure by the Company, the\nNonemployee Director, or both to execute an Option Agreement shall not\ninvalidate the granting of an Option; however, the Option may not be exercised\nuntil the Option Agreement has been executed by both parties. For the purposes\nof this Section 6(c), execution of an Option Agreement shall include electronic\nacceptance of an electronic version of the Option Agreement.\n\n     7.   TERMS AND CONDITIONS OF OPTIONS\n          -------------------------------\n\n          Each Option granted under this Plan shall be subject to the terms and\nconditions set forth in this Section 7.\n\n          (a)  Changes in Capital Structure. Subject to subsection 7(b), if the\n               ----------------------------\nCommon Stock is changed by reason of a stock split, reverse stock split, stock\ndividend, or recapitalization, or converted into or exchanged for other\nsecurities as a result of a merger, consolidation, or reorganization,\nappropriate adjustments shall be made in: (i) the number and class of shares of\nCommon Stock subject to this Plan and each Option outstanding under this Plan;\nand (ii) the exercise price of each outstanding Option; provided, however, that\n                                                        --------  -------\nthe Company shall not be required to issue fractional shares as a result of any\nsuch adjustment. Each such adjustment shall be subject to approval by the\nAdministrator in its sole discretion.\n\n          (b)  Time of Option Exercise. Subject to the other provisions of this\n               -----------------------\nPlan, each Option shall be for a term of ten years. Each Option shall be\nexercisable in full on the date of grant. At the discretion of the\nAdministrator, the Company shall have a right of repurchase of Option Shares.\nThe Administrator shall have the discretion to specify the times at which such\nright of repurchase shall lapse; provided, however, that \n                                 --------  -------  \n\n                                       4\n\n \nthe right of repurchase must lapse at the rate of at least 20% per year over\nfive years from the date the option was granted.\n\n          (c)  Limitation on Other Grants. The Administrator shall have no\n               --------------------------\ndiscretion to grant Options under this Plan other than as set forth in Sections\n6(a) and 6(b).\n\n          (d)  Nonassignability of Option Rights. No Option shall be assignable\n               ---------------------------------\nor otherwise transferable by the Optionee, except by will or the laws of descent\nand distribution. During the life of an Optionee, an Option shall be exercisable\nonly by the Optionee.\n\n          (e)  Payment. Except as provided below, payment in full, in cash,\n               -------\nshall be made for all Option Shares purchased at the time written notice of\nexercise of an Option is given to the Company, and proceeds of any payment shall\nconstitute general funds of the Company. Payment may also be made pursuant to a\ncashless exercise\/sale procedure. At the time an Option is granted or exercised,\nthe Administrator, in its absolute discretion, may authorize any one or more of\nthe following additional methods of payment: (i) acceptance of the Optionee's\nfull recourse promissory note for all or part of the Option price, less any par\nvalue per share, which must be paid in cash, payable on such terms and bearing\nsuch interest rate as determined by the Administrator (but in no event less than\nthe minimum interest rate required for the Company to avoid incurring a\nfinancial accounting charge with respect to the Option and in no event more than\nthe maximum interest rate allowed under applicable usury laws), which promissory\nnote may be either secured or unsecured in such manner as the Administrator\nshall approve (including, without limitation, by a security interest in the\nShares); (ii) delivery by the Optionee of Common Stock already owned by the\nOptionee for all or part of the Option price, provided the Fair Market Value of\nsuch Common Stock is equal on the date of exercise to the Option price, or such\nportion thereof as the Optionee is authorized to pay by delivery of such stock;\nprovided, however, that if an Optionee has exercised any portion of any Option\ngranted by the Company by delivery of Common Stock, the Optionee may not, within\nsix months following such exercise, exercise any Option granted under this Plan\nby delivery of Common Stock; and (iii) any other consideration and method of\npayment to the extent permitted under the Delaware General Corporation Law.\n\n          (f)  Termination as Director. Unless determined otherwise by the\n               -----------------------\nAdministrator in its absolute discretion, to the extent not already expired or\nexercised, an Option shall terminate at the earlier of: (i) the expiration of\nthe term of the Option; or (ii) three months after the last day served by the\nOptionee as a director of the Company; provided, that an Option shall be\n                                       --------\nexercisable after the date of termination of service as a \n\n                                       5\n\n \ndirector only to the extent exercisable on the date of termination; and provided\n                                                                        --------\nfurther, that if termination of service as a director is due to the Optionee's\n-------\ndeath or \"disability\" (as determined in accordance with Section 22(e)(3) of the\nCode), the Optionee, or the Optionee's personal representative (or any other\nperson who acquires the Option from the Optionee by will or the applicable laws\nof descent and distribution), may at any time within 12 months after the\ntermination of service as a director (or such lesser period as is specified in\nthe Option Agreement but in no event after the expiration of the term of the\nOption), exercise the rights to the extent they were exercisable on the date of\nthe termination.\n\n          (g)  Withholding and Employment Taxes. At the time of exercise of an\n               --------------------------------\nOption (or at such later time(s) as the Administrator may prescribe), the\nOptionee shall remit to the Company in cash all applicable federal and state\nwithholding and employment taxes. If authorized by the Administrator in its sole\ndiscretion, an Optionee shall be permitted to elect, by means of a form of\nelection to be prescribed by the Administrator, to have shares of Common Stock\nthat are acquired upon exercise of the Option withheld by the Company (but in\nsuch event, only up to the minimum required withholding amount and in no event\nany more) or to tender to the Company other shares of Common Stock or other\nsecurities of the Company owned by the Optionee on the date of determination of\nthe amount of tax to be withheld as a result of the exercise of such Option (the\n\"Tax Date\") to pay the amount of withholding taxes due. Any securities so\nwithheld or tendered shall be valued by the Company as of the Tax Date.\n\n          (h)  Option Term. Each Option shall expire ten years after the date of\n               -----------\ngrant.\n\n          (i)  Exercise Price. The exercise price of any Option granted to any\n               --------------\nperson who owns, directly or by attribution under the Code currently Section\n424(d), stock possessing more than ten percent of the total combined voting\npower of all classes of stock of the Company or of any Affiliate (a \"Ten Percent\nStockholder\") shall in no event be less than 110% of the fair market value\n(determined in accordance with 2(i)) of the stock covered by the Option at the\ntime the Option is granted.\n\n     8.   MANNER OF EXERCISE\n          ------------------\n\n          (a)  An Optionee wishing to exercise an Option shall give written\nnotice to the Company at its principal executive office, to the attention of the\nofficer of the Company designated by the Administrator, accompanied by payment\nof the exercise price as provided in Section 7(e) and, if required, by payment\nof any federal or state withholding or employment taxes required to be withheld\ndue to exercise of the Option. The date the Company receives written notice of\nan exercise accompanied by payment of \n\n                                       6\n\n \nthe exercise price and any required federal or state withholding or employment\ntaxes will be considered as the date such Option was exercised. Unless otherwise\nprovided by the Administrator, Options may be exercised only twice in any\ncalendar year.\n\n          (b)  Promptly after the date an Option is exercised, the Company\nshall, without stock issue or transfer taxes to the Optionee or other person\nentitled to exercise the Option, deliver to the Optionee or such other person a\ncertificate or certificates for the requisite number of shares of Common Stock\nor, in lieu of a certificate, electronic or paper notification of share\nownership in a brokerage account. An Optionee or transferee of an Optionee shall\nnot have any privileges as a stockholder with respect to any Common Stock\ncovered by the Option until the date of issuance of a stock certificate or\nnotification or ownership in a brokerage account.\n\n     9.   NO RIGHT TO DIRECTORSHIP\n          ------------------------\n\n          Neither this Plan nor any Option shall confer upon any Optionee any\nright with respect to continuation of the Optionee's membership on the Board or\nshall interfere in any way with provisions in the Company's Certificate of\nIncorporation, as amended, and Bylaws, as amended, relating to the election,\nappointment, terms of office, and removal of members of the Board.\n\n     10.  FINANCIAL INFORMATION\n          ---------------------\n\n          The Company shall provide to each Optionee during the period the\nOptionee holds an outstanding Option a copy of the financial statements of the\nCompany as prepared either by the Company or independent certified public\naccountants of the Company. Such financial statements shall be delivered as soon\nas practicable following the end of the Company's fiscal year during the period\nOptions are outstanding.\n\n     11.  LEGAL REQUIREMENTS\n          ------------------\n\n          The Company shall not be obligated to offer or sell any Shares upon\nexercise of any Option unless the Shares are at that time effectively registered\nor exempt from registration under the federal securities laws and the offer and\nsale of the Shares are otherwise in compliance with all applicable securities\nlaws and the regulations of any stock exchange on which the Company's securities\nmay then be listed. The Company shall have no obligation to register the Shares\ncovered by this Plan under the federal securities laws or take any other steps\nas may be necessary to enable the Shares covered by this Plan to be offered and\nsold under federal or other securities laws. Upon exercising all or any portion\nof an Option, an Optionee may be required to furnish representations or\nundertakings deemed appropriate by the Company to enable the offer and sale of\nthe \n\n                                       7\n\n \nShares or subsequent transfers of any interest in the Shares to comply with\napplicable securities laws. Certificates evidencing Shares acquired upon\nexercise of Options shall bear any legend required by, or useful for purposes of\ncompliance with, applicable securities laws, this Plan or the Option Agreements.\n\n     12.  AMENDMENTS TO PLAN\n          ------------------\n\n          The Board may amend this Plan at any time. Without the consent of an\noptionee, no amendment may adversely affect outstanding Options. No amendment\nshall require stockholder approval unless:\n\n          (a)  stockholder approval is required to meet the exemptions provided\nby Rule 16b-3, or any successor rule thereto or under applicable state statutes;\nor\n\n          (b)  the Board otherwise concludes that stockholder approval is\nadvisable.\n\n     13.  STOCKHOLDER APPROVAL; TERM\n          --------------------------\n\n          This Plan shall become effective upon adoption by the Board of\nDirectors; provided, however, that no Option shall be exercisable unless and\n           --------  -------\nuntil written consent of holders of a majority of the outstanding shares of\ncapital stock of the Company, or approval by holders of a majority of shares of\ncapital stock of the Company present, or represented, and entitled to vote at a\nvalidly called stockholders' meeting (or such greater number as may be required\nby law or applicable governmental regulations or orders) is obtained within 12\nmonths after adoption by the Board. This Plan shall terminate ten years after\nadoption by the Board unless terminated earlier by the Board. The Board may\nterminate this Plan at any time without stockholder approval. No Options shall\nbe granted after termination of this Plan, but termination shall not affect\nrights and obligations under then-outstanding Options.\n\n\n\n          Adopted by the Board of Directors: September 29, 1999\n\n          Approved by the Stockholders: December 14, 1999\n\n          Amended by the Board of Directors: March 1, 2001\n\n                                       8\n\n \n                                 MAXYGEN, INC.\n                 1999 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN\n                            STOCK OPTION AGREEMENT\n\n          This document (the \"Agreement\") sets forth the terms of a Stock Option\n(the \"Option\") granted by Maxygen, Inc., a Delaware corporation (the \"Company\"),\npursuant to a Certificate of Stock Option Grant (the \"Certificate\") displayed at\nthe website of AST StockPlan, Inc. The Certificate, which specifies the person\nto whom the Option is granted (\"Optionee\") and other specific details of the\ngrant, and the electronic acceptance of the Certificate at the website of AST\nStockPlan, Inc., are incorporated herein by reference.\n\n          THE PARTIES AGREE AS FOLLOWS:\n\n          1.  Grant of Option; Vesting Base Date.\n              ---------------------------------- \n\n              1.1.  Grant. The Company hereby grants to Optionee an opportunity\n                    ----- \nto purchase shares of its Common Stock in accordance with the Company's 1999 \nNon-Employee Directors Stock Option Plan (the \"Plan\"), as hereinafter provided.\n\n              1.2.  Vesting Base Date. The parties hereby establish the date set\n                    -----------------\nforth in the Certificate as the Vesting Base Date (as defined below).\n\n              1.3.  Type of Option. The Option shall be a \"nonstatutory option.\"\n                    --------------\n\n              1.4.  Number of Option Shares. The number of shares of Company\n                    -----------------------\nCommon Stock underlying the Option (the \"Option Shares\") is as set forth in the\nCertificate.\n\n          2.  Exercise Price. The exercise price for purchase of each share of\n              --------------\nCommon Stock covered by this Option shall be the price set forth in the\nCertificate.\n\n          3.  Term. Unless otherwise specified in the Certificate or this\n              ----\nAgreement, this Option shall expire as provided in Section 7(b) of the Plan.\n\n          4.  Corporate Transactions. In the event of the proposed dissolution\n              ----------------------\nor liquidation of the Company, the Administrator (as defined in the Plan) shall\nnotify Optionee at least 15 days before consummation of the proposed action. To\nthe extent not previously exercised, the Option will terminate immediately\nbefore the consummation of the proposed action. In the event of a merger or\nconsolidation of the Company with or into another entity in which the Company is\nnot a surviving entity or in which the stockholders of the Company just before\nthat transaction do not, by virtue of those holdings, own securities\nrepresenting at least 50 percent of the ordinary voting power of the Company\nimmediately after that transaction, or in the event of a sale of all or\nsubstantially all the assets of the Company in which the stockholders of the\nCompany receive securities of the acquiring entity or an affiliate thereof: (a)\nif the successor entity so chooses, it shall assume the Option or issue\nequivalent options when the transaction is consummated or (b) if the successor\nentity chooses not to do that, then the Option shall be fully vested and\nexercisable for a period of 15 days after the date notice is given under this\nSection 4 and shall terminate upon expiration of that 15-day period.\n\n                                       1\n\n \n          5.  Adjustment of Options. The Company shall adjust the number and\n              ---------------------\nkind of shares and the exercise price thereof in certain circumstances in\naccordance with the provisions of Section 7(a) of the Plan and Section 4 hereof.\n\n          6.  Exercise of Options.\n              -------------------\n\n              6.1  Vesting; Time of Exercise. This Option shall be exercisable\n                   -------------------------\nin full on the date of grant but shall be subject to a right of repurchase in\nfavor of the Company, at the exercise price per share, as to any unvested Option\nShares. This Option shall vest according to the schedule set forth in the\nCertificate. Such schedule shall commence as of the date set forth in the\nCertificate (the \"Vesting Base Date\").\n\n              6.2  Termination as Director. Unless determined otherwise by the\n                   -----------------------\nAdministrator in its absolute discretion, to the extent not already expired, the\nOption shall terminate at the earlier of: (i) the expiration of the term of the\nOption; or (ii) three months after the last day served by Optionee as a director\nof the Company (the \"Date of Termination\"); provided, that the Option shall stop\n                                            --------                            \nvesting on the Date of Termination and exercises thereafter shall be only for\nvested Option Shares; and provided further, that if termination of service as a\n                          -------- -------                                     \ndirector is due to the Optionee's death or \"disability\" (as determined in\naccordance with Section 22(e)(3) of the Internal Revenue Code), Optionee, or\nOptionee's personal representative (or any other person who acquires the Option\nfrom Optionee by will or the applicable laws of descent and distribution), may\nat any time within 12 months after the Date of Termination (but in no event\nafter the expiration of the term of the Option), exercise the Option to the\nextent Option Shares were vested on the Date of Termination. The Company shall\nhave three months after the Date of Termination to give notice of its intent to\nrepurchase Option Shares that were unvested on the Date of Termination. The\nrepurchase shall take place as soon as practicable after the date of such\nnotice.\n\n              6.3  Manner of Exercise. Optionee may exercise this Option, or any\n                   ------------------\nportion of this Option, by giving written notice to the Company at its principal\nexecutive office, to the attention of the officer of the Company designated by\nthe Plan Administrator, accompanied by payment of the exercise price and payment\nof any applicable withholding or employment taxes. The date the Company receives\nwritten notice of an exercise hereunder accompanied by payment will be\nconsidered as the date this Option was exercised.\n\n              6.4  Payment. Except as otherwise provided in the Certificate,\n                   -------\npayment of the exercise price per share is due in full upon exercise of all or\nany part of the Option. Optionee may elect, to the extent permitted by\napplicable statutes and regulations, to make payment of the exercise price under\none of the following alternatives: (i) payment of the exercise price per share\nin cash (including check) at the time of exercise, (ii) payment pursuant to a\nprogram developed under Regulation T as promulgated by the Federal Reserve Board\nthat, prior to the issuance of the Option Shares, results in either the receipt\nof cash (or check) by the Company or the receipt of irrevocable instructions to\npay the aggregate exercise price to the Company from the sales proceeds, (iii)\nprovided that at the time of exercise the Company's Common Stock is publicly\ntraded and quoted regularly in the Wall Street Journal, payment by delivery of\nalready-owned shares of Common Stock, held for the period required to avoid a\ncharge to the Company's reported earnings, and owned free and clear of any\nliens, claims, encumbrances or security \n\n                                       2\n\n \ninterests, which Common Stock shall be valued at its fair market value on the\ndate of exercise, or (iv) payment by a combination of the methods of payment\npermitted by subparagraphs 6.4(i) through 6.4(iii) above. The proceeds of any\npayment shall constitute general funds of the Company.\n\n              6.5  Delivery of Certificate\/Notice of Share Ownership. Promptly\n                   -------------------------------------------------\nafter receipt of written notice of exercise of the Option, the Company shall\ninstruct its transfer agent to deliver to Optionee a certificate or certificates\nfor the requisite number of Option Shares or, in lieu thereof, paper or\nelectronic notification of share ownership in Optionee's brokerage account. The\nOptionee shall not have any privileges as a stockholder of the Company with\nrespect to any Option Shares covered by the Option until the date of issuance of\nthe stock certificate or notice of share ownership for those Option Shares.\n\n     7.       Nonassignability of Option. This Option is not, and unvested\n              --------------------------\nOption Shares are not, assignable or transferable by Optionee except by will or\nby the laws of descent and distribution. During the life of Optionee, the Option\nis exercisable only by Optionee. Any attempt to assign, pledge, transfer,\nhypothecate or otherwise dispose of this Option or unvested Option Shares in a\nmanner not herein permitted, and any levy of execution, attachment, or similar\nprocess on this Option or on unvested Option Shares, shall be null and void.\n\n     8.       Restriction on Issuance of Shares.\n              ---------------------------------\n\n              8.1  Legality of Issuance. The Company shall not be obligated to\n                   --------------------\nsell or issue any Option Shares pursuant to this Agreement if such sale or\nissuance, in the opinion of the Company or its counsel, might constitute a\nviolation by the Company of any provision of law, including without limitation\nthe provisions of the Securities Act of 1933, as amended (the \"Securities Act\").\n\n              8.2  Compliance with Law. The Company shall not be obligated to\n                   -------------------\ntake any affirmative action in order to cause the grant or exercise of this\nOption or the issuance or sale of any Option Shares pursuant thereto to comply\nwith any law.\n\n     9.       Restriction on Transfer. Regardless of whether the sale of the\n              -----------------------\nOption Shares has been registered under the Securities Act or has been\nregistered or qualified under the securities laws of any state, the Company may\nimpose restrictions upon the sale, pledge or other transfer of Option Shares\n(including the placement of appropriate legends on stock certificates) if, in\nthe judgment of the Company and the Company's counsel, such restrictions are\nnecessary or desirable in order to achieve compliance with the provisions of the\nSecurities Act, the securities laws of any state or any other law.\n\n     10.      Stock Certificate. Stock certificates evidencing Option Shares may\n              -----------------\nbear such restrictive legends as the Company and the Company's counsel deem\nnecessary or advisable under applicable law or pursuant to this Agreement.\n\n     11.      Assignment; Binding Effect. Subject to the limitations on\n              --------------------------\nassignment set forth in this Agreement, this Agreement shall be binding upon and\ninure to the benefit of the executors, administrators, heirs, legal\nrepresentatives, and successors of the parties hereto.\n\n                                       3\n\n \n     12.      Damages. Optionee shall be liable to the Company for all costs and\n              -------\ndamages, including incidental and consequential damages, resulting from a\ndisposition of Option Shares that is not in conformity with the provisions of\nthis Agreement .\n\n     13.      Governing Law. This Agreement shall be governed by, and construed\n              -------------\nin accordance with, the laws of the State of California excluding those laws\nthat direct the application of the laws of another jurisdiction.\n\n     14.      Notices. All notices and other communications under this Agreement\n              -------\nshall be in writing or posted electronically on the AST Stockplan website.\nUnless and until Optionee is notified in writing to the contrary, all notices,\ncommunications, and documents directed to the Company and related to the\nAgreement shall be delivered to:\n\n              Maxygen, Inc.\n              515 Galveston Drive\n              Redwood City, CA  94063\n              Attention: General Counsel\n\nUnless and until the Company is notified in writing to the contrary, all\nnotices, communications, and documents directed to Optionee and related to this\nAgreement shall be mailed to Optionee's last known address as shown on the\nCompany's books or posted electronically on the AST Stockplan website. Notices\nand communications shall be delivered by hand, mailed by first class mail,\npostage prepaid, sent by reputable overnight courier or posted electronically on\nthe AST Stockplan website. All mailings and deliveries related to this Agreement\nshall be deemed received when actually received, if by hand delivery, two\nbusiness days after mailing, if by mail, the next business day after being sent\nby reputable overnight courier, or 30 days after the date of posting for notices\nposted electronically on the AST Stockplan website.\n\n     IN WITNESS WHEREOF, the parties have entered into this Stock Option\nAgreement as of the grant date set forth in the Certificate.\n\n \n\n                              MAXYGEN, INC.\n\n     Optionee accepts and agrees to be bound by all the terms and conditions of\nthis Agreement and the Plan.\n\n                                       4\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8151],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9543],"class_list":["post-38358","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-maxygen-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__dsp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38358","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38358"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38358"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38358"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38358"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}