{"id":38392,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/2000-international-stock-option-plan-maxygen-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"2000-international-stock-option-plan-maxygen-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/2000-international-stock-option-plan-maxygen-inc.html","title":{"rendered":"2000 International Stock Option Plan – Maxygen Inc."},"content":{"rendered":"
MAXYGEN, INC. <\/b><\/div> 
2000 INTERNATIONAL STOCK OPTION PLAN <\/b><\/div> 
(amended as of March 1, 2001) <\/i><\/div> 
 <\/div> 
1.    PURPOSES OF THE PLAN <\/b><\/div> 
 <\/div> 
The purposes of the Maxygen 2000 International Stock Option Plan (the \u0093Plan\u0094) of Maxygen, Inc., a Delaware corporation (the\n\u0093Company\u0094), are: <\/div> 
 <\/div> 
(a)    to encourage selected employees, directors and\nconsultants of the Company\u0092s non-U.S. direct and indirect subsidiaries to improve operations and increase revenues and profits of such subsidiaries and the Company; <\/div> 
 <\/div> 
(b)    to encourage such employees, directors and consultants to accept or continue employment or association with such subsidiaries; and\n<\/div> 
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(c)    to increase the interest of such employees, directors and consultants in the\nwelfare of such subsidiaries and the Company through participation in the growth in value of the Company\u0092s common stock (the \u0093Common Stock\u0094). <\/div> 
 <\/div> 
Options granted under this Plan (\u0093Options\u0094) are not intended to be \u0093incentive stock options\u0094 under the United States Internal Revenue Code (the \u0093Code\u0094). <\/div> 
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2.    ELIGIBLE PERSONS <\/b><\/div> 
 <\/div> 
(a)    Every\nperson who at the date of grant of an Option is an employee of, consultant to, or director of, a Subsidiary (as defined below) that is organized under the laws of a jurisdiction outside the United States is eligible to receive Options.\n\u0093Subsidiary\u0094 means an entity of which the Company directly or indirectly owns at least 50% of the ordinary voting power. An \u0093employee\u0094 includes an officer or director who is an employee of a Subsidiary. A \u0093consultant\u0094\nincludes persons employed by, or otherwise affiliated with, a consultant to a Subsidiary. <\/div> 
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(b)    Options\nmay not be granted to consultants who are not natural persons unless the Company determines both (i) that such grant (A) shall be registered in a manner other than on a Form S-8 Registration Statement under the Securities Act (e.g., on a Form S-3\nRegistration Statement) or (B) does not require registration under the Securities Act in order to comply with the requirements of the Securities Act, if applicable and (ii) that such grant complies with the securities laws of all other relevant\njurisdictions. <\/div> 
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3.    SHARES SUBJECT TO THIS PLAN <\/b><\/div> 
 <\/div> 
Subject to Section 6.1 of this Plan, the total number of shares of Common Stock that may be issued under Options shall be 1,000,000 shares, plus an annual increase to be added on the\nfirst day of the Company\u0092s fiscal year beginning in fiscal year 2002, equal to 0.6% of the outstanding shares of capital stock on such date, or such lower number as shall be set by the Board of Directors of the Company (the \u0093Board\u0094).\nThe shares covered by the portion of any Option that expires or is terminated unexercised shall again become available for grants of Options. <\/div> 
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4.    ADMINISTRATION <\/b><\/div> 
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4.1<\/b>    General.<\/i><\/b>    This Plan shall be administered by the Board or by a committee of at least two Board members (the \u0093Committee\u0094) to which administration of the Plan, or\nof part of the Plan, is delegated (in either case, the \u0093Administrator\u0094). Any Committee shall consist of Board members who are \u0093non-employee directors\u0094 as defined in Rule 16b-3 adopted by the United States Securities and Exchange\nCommission or any successor rule thereto (\u0093Rule 16b-3\u0094). To the extent that the Administrator determines it to be desirable to qualify Options \n <\/div> \n   \n 
 \ngranted hereunder as \u0093performance-based compensation\u0094 within the meaning of Section 162(m) of the Code, the Plan shall be administered by a Committee of two or more \u0093outside\ndirectors\u0094 within the meaning of Section 162(m) of the Code. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board (and\nreferences in this Plan to the Board shall thereafter be to the Committee), subject, however, to such resolutions not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee\nat any time and revest in the Board the administration of the Plan. <\/div> 
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4.2<\/b>    Authority of\nAdministrator.<\/i><\/b>    Subject to the other provisions of this Plan, the Administrator shall have the authority, in its sole discretion: (i) to grant Options; (ii) to determine the fair market value of the Common Stock subject\nto Options; (iii) to determine the exercise price of Options granted; (iv) to determine the persons to whom, and the time or times at which, Options shall be granted, and the number of shares subject to each Option; (v) to interpret this Plan; (vi)\nto prescribe, amend, and rescind rules and regulations relating to this Plan and to Options; (vii) to determine the terms and provisions of each Option granted (which need not be identical), including but not limited to, the time or times at which\nOptions shall be exercisable and any vesting criteria; (viii) with the consent of the optionee with respect to any adverse amendment, to modify or amend any outstanding Option; (ix) to accelerate the exercise date or vesting of any Option; (x)\nto authorize any person to execute on behalf of the Company any instrument evidencing the grant of an Option; and (xi) to make all other determinations that the Administrator considers necessary or advisable for the administration of this Plan. The\nAdministrator may delegate non-discretionary administrative duties to such employees of the Company or its Subsidiaries as it deems proper. <\/div> 
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4.3<\/b>    Interpretation by Administrator.<\/i><\/b>    All questions of interpretation, implementation, and application of this Plan and the Options shall be determined\nby the Administrator in its absolute discretion. Such determinations shall be final and binding on all persons. <\/div> 
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4.4<\/b>    Rule 16b-3<\/i><\/b>    With respect to persons subject to Section 16 of the United States Securities Exchange Act of 1934, as amended (the \u0093Exchange Act\u0094) who receive\nOptions, if any, transactions under this Plan are intended to comply with the applicable conditions of Rule 16b-3. To the extent a transaction under this Plan or an action by the Administrator fails to so comply, it shall, to the extent deemed\nadvisable by the Administrator, be modified to comply with Rule 16b-3. However, it shall be the responsibility of such persons, not of the Company, any Subsidiary or the Administrator, to comply with the requirements of Section 16 of the Exchange\nAct. The Company, its Subsidiaries and the Administrator shall not be liable if this Plan or any transaction under this Plan fails to comply with the applicable conditions of Rule 16b-3 or if any such person incurs any liability under Section 16 of\nthe Exchange Act. <\/div> 
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5.    GRANTING OF OPTIONS; OPTION AGREEMENT <\/b><\/div> 
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5.1<\/b>    Period of Grants.<\/i><\/b>    No Options shall be granted under this Plan after ten years from the date of adoption of this\nPlan by the Board. <\/div> 
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5.2<\/b>    Option Agreements.<\/i><\/b>    Each Option shall\nbe evidenced by a stock option agreement (the \u0093Option Agreement\u0094), in form satisfactory to the Company, which may include an electronic form of agreement, executed or electronically accepted by the Company and the person to whom the Option\nis granted. However, the failure by the Company or the optionee to execute or accept an Option Agreement shall not invalidate the grant of an Option. The vesting of the Option shall nevertheless be subject to Section 6.3. <\/div> 
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5.3<\/b>    Anticipatory Grants.<\/i><\/b>    The Administrator may approve the grant of Options to\npersons who are expected to become employees, directors or consultants of any Subsidiary, but are not yet employees, directors or consultants at the date of approval. <\/div>  \n \n   \n 
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6.    TERMS AND CONDITIONS OF OPTIONS <\/b><\/div> 
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Each Option shall be subject to the following terms and conditions: <\/div> 
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6.1<\/b>    Changes in Capital.<\/i><\/b>    Subject to Section 6.2, if the Common Stock is changed by reason of a stock split, reverse stock split, stock dividend, recapitalization, conversion,\ncombination or reclassification, appropriate adjustments shall be made by the Administrator in its sole discretion in (a) the number and class of securities subject to this Plan and each Option outstanding and (b) the per security exercise\nprice of each outstanding Option. However, the Company shall not be required to issue fractional securities as a result of any such adjustment. <\/div> 
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6.2<\/b>    Corporate Transactions.<\/i><\/b>    In the event of the proposed dissolution or liquidation of the Company, the Administrator shall notify each optionee at\nleast 15 days before consummation of the proposed action. To the extent not previously exercised, all Options will terminate immediately before the consummation of the proposed action. In the event of a merger or consolidation of the Company with or\ninto another entity in which the Company is not a surviving entity or in which the stockholders of the Company just before that transaction do not, by virtue of those holdings, own securities representing at least 50 percent of the ordinary voting\npower of the Company immediately after that transaction, or in the event of a sale of all or substantially all of the assets of the Company in which the stockholders of the Company receive securities of the acquiring entity or an affiliate thereof:\n(a) if the successor entity so chooses, it shall assume the Options or issue equivalent options when the transaction is consummated or (b) if the successor entity chooses not to do that, then the Options shall be fully vested and exercisable for a\nperiod of 15 days after the date notice is given under this Section 6.2 and shall terminate upon expiration of that 15-day period. <\/div> 
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6.3<\/b>    Vesting and Exercise.<\/i><\/b>    Subject to Section 5, Options shall vest in accordance with a schedule related to the date of the grant of the Option, the date of first employment\nor such other date as may be set by the Administrator and specified in the Option Agreement relating to the Option. The vesting schedule may be tied to the mere passage of time, continued employment or association with a Subsidiary, performance\nobjectives, or any other elements or criteria or combination of elements or criteria that the Administrator specifies. Nothing in this Plan shall preclude the grant of Options that are fully vested at the time of grant. No Option shall be\nexercisable until an Option Agreement in form satisfactory to the Company is executed or electronically accepted by the Company and the optionee. Unless otherwise set forth in the applicable Option Agreement or as accelerated by the Board or\npursuant to this Plan, Options will become exercisable upon vesting. <\/div> 
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6.4<\/b>    Option Grant\nDate.<\/i><\/b>    Except in the case of advance approvals described in Section 5.3, the date of grant of an Option shall be the date as of which the Administrator approves the grant. In the case of advance approvals, the date of\ngrant shall be the date upon which the person becomes, as applicable, an employee, director or consultant of the Subsidiary. <\/div> 
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6.5<\/b>    Non-Assignability of Option Rights.<\/i><\/b>    Except as otherwise determined by the Administrator and expressly set forth in the Option Agreement, no Option shall be assignable or\notherwise transferable by the optionee except by will or by the laws of descent and distribution. During the life of the optionee, except as otherwise determined by the Administrator and expressly set forth in the Option Agreement, an Option shall\nbe exercisable only by the optionee. Notwithstanding the foregoing, the optionee may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the optionee, shall\nthereafter be entitled to exercise the Option. <\/div> 
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6.6<\/b>    Payment.<\/i><\/b>    Except as provided in the applicable Option Agreement, payment in full, in cash in United States dollars or what the Administrator determines is the then\nequivalent in a non-U.S. currency that is the currency in which the Optionee is regularly paid, shall be made for all stock purchased at the time written notice of exercise of an Option is given to the Company. The proceeds of any payment shall\nconstitute general funds of the Company. At the time an Option is granted or exercised, the Administrator, in the exercise of its absolute \n <\/div>  \n \n   \n 
 \ndiscretion after considering any legal, tax or accounting consequences to the Company and its Subsidiaries, may authorize any one or more additional methods of payment that are permitted by\napplicable law. <\/div> 
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6.7    <\/b>Termination of Employment.<\/i><\/b> <\/b><\/div> 
 <\/div> 
(a)    If, for any reason other than death, disability or \u0093cause\u0094 (as defined below), an optionee is no\nlonger employed by the Company or any of its Subsidiaries (such event being called a \u0093Termination\u0094), Options held by that optionee at the date of Termination (to the extent then vested) may be exercised in whole or in part at any time\nwithin 90 days after the date of the Termination, or such other period of not less than 30 days after the date of the Termination as is specified in the Option Agreement (but in no event after the Expiration Date) (the \u0093Post-Termination\nExercise Period\u0094). The Board may at any time extend the Post-Termination Exercise Period and provide for continued vesting during such extended period. If, at the date of termination, the optionee is not entitled to exercise his or her entire\nOption, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after termination, the optionee does not exercise his or her Option within the time specified in the\nOption Agreement or as otherwise determined above, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan. Notwithstanding the foregoing, the Board shall have the\npower to permit an Option to vest, in whole or in part, during the Post-Termination Exercise Period. <\/div> 
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(b)    If an optionee dies or becomes disabled (as determined in good faith by the Administrator) while employed by the Company or a Subsidiary or within the period that the Option remains exercisable after Termination,\nOptions then held (to the extent then vested) may be exercised, in whole or in part, by the optionee, by the optionee\u0092s personal representative or by the person to whom the Option is transferred by devise or the laws of descent and\ndistribution, at any time within 12 months after the death or 12 months after the disability of the optionee, or such other period of not less than six months from the date of death or disability as is specified in the Option Agreement (but in no\nevent after the Expiration Date). If, at the date of death or disability, the optionee is not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for\nissuance under the Plan. If, after death or disability, the Optionee does not exercise his or her Option within the time specified in the Option Agreement or as otherwise determined above, the Option shall terminate, and the shares covered by such\nOption shall revert to and again become available for issuance under the Plan. <\/div> 
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(c)    If\nan optionee is terminated for \u0093cause,\u0094 all Options then held shall terminate and no longer be exercisable at the time of Termination. All the shares covered by such Options shall revert to and again become available for issuance under the\nPlan. <\/div> 
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(d)    For purposes of this Section 6.7, \u0093employment\u0094 includes service as\na director or as a consultant. If the optionee is an employee of a consultant, then that optionee\u0092s \u0093employment\u0094 shall be considered to have terminated on the earlier to occur of that optionee\u0092s ceasing to work for the consultant\nor the consultant ceasing to work for the Subsidiary. <\/div> 
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(e)    For purposes of this Section\n6.7, an optionee\u0092s employment shall not be deemed to terminate by reason of sick leave, military leave or other leave of absence approved by the Administrator, if the period of any such leave does not exceed 90 days or, if longer, if the\noptionee\u0092s right to reemployment by the Company or any Affiliate is guaranteed by contract or statute. <\/div> 
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(f)    For purposes of this Section 6.7, \u0093cause\u0094 means Termination: (i) by reason of an optionee\u0092s commission of a felony, misdemeanor or other conduct that is illegal in the jurisdiction in which the\nconduct occurs, in each such case involving dishonesty, fraud or moral turpitude, (ii) by reason of an optionee\u0092s dishonesty towards, fraud upon, or deliberate injury or attempted injury to the Company or any of its Subsidiaries, (iii) by\nreason of an optionee\u0092s willfully engaging in misconduct that is materially and demonstrably injurious to the Company or any of its Subsidiaries or (iv) by reason of an optionee\u0092s breach of any agreement between the optionee, on one hand,\nand the Company or a Subsidiary, on the other hand. <\/div>  \n \n   \n 
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6.8<\/b>    Repurchase of Stock.<\/i><\/b>    At\nthe election of the Administrator, the stock to be delivered upon exercise of any Option may be subject to a right of repurchase in favor of the Company or its assignee with respect to any employee, director or consultant whose employment, or\ndirector or consulting relationship with any Subsidiary or the Company is terminated. Such right of repurchase shall be exercisable at the time, under the circumstances and at the price that the Administrator determines, as specified in the option\nagreement signed by the optionee and the Administrator when the Option is granted. In addition to the repurchase right described above, the shares purchased under an Option may be subject to additional or greater restrictions as specified in the\nOption Agreement, at the absolute discretion of the Administrator. <\/div> 
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6.9<\/b>    Withholding and\nEmployment Taxes.<\/i><\/b>    At the time of exercise of an Option or at such other time as the amount of such obligations becomes determinable (the \u0093Tax Date\u0094), the optionee shall remit to the Company in cash any\napplicable withholding, employment and other taxes or payments that may become payable to or by the Company or any Subsidiary in connection with that exercise. If authorized by the Administrator in its absolute discretion, after considering any tax\nor accounting consequences to the Company and its Subsidiaries, an optionee may elect to: (i) tender to the Company previously owned shares of Common Stock or other securities of the Company, (ii) have shares of Common Stock that are acquired upon\nexercise of the Option withheld by the Company to pay some or all of the amount of tax up to, for shares acquired upon exercise of the Option, the minimum withholding required by law and in no event any more, and for tendered shares, the amount of\ntax and other payments required to be withheld or paid by the Company or any Subsidiary as a result of the exercise of the Option or (iii) make payment in any other manner that is permitted by applicable law. Any securities tendered or withheld in\naccordance with this Section 6.9 shall be valued by the Company as of the Tax Date. <\/div> 
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6.10<\/b>    Other Provisions.<\/i><\/b>    Each Option may contain such other terms, provisions and conditions, not inconsistent with this Plan, as may be determined by the Administrator.\n<\/div> 
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6.11<\/b>    Determination of Value.<\/i><\/b>    For purposes of the Plan, the\nvalue of Common Stock or other securities of the Company shall be determined as follows: <\/div> 
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(a)    If the securities are listed on any established stock exchange or a national market system, including without limitation the National Market System of the National Association of Securities Dealers, Inc. Automated\nQuotation System, their fair market value shall be their closing sales price or the closing bid if no sales were reported, as quoted on such system or exchange (or the largest such exchange) for the date the value is to be determined (or if there\nare no sales for such date, then for the last preceding business day on which there were sales), as reported in The<\/i> Wall<\/i> Street<\/i> Journal<\/i> or similar publication. <\/div> 
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(b)    If the securities are regularly quoted by a recognized securities dealer but selling prices are not reported, their fair market value shall\nbe the mean between the high bid and low asked prices for the securities on the date the value is to be determined (or if there are no quoted prices for the date, then for the last preceding business day on which there were quoted prices).\n<\/div> 
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(c)    In the absence of an established market for the securities, their fair market\nvalue shall be determined in good faith by the Administrator, by considering such factors as the Administrator in its sole discretion deems appropriate including, for example, the recent issue price of securities of the Company, the Company\u0092s\nnet worth and prospective earning power, and other relevant factors, including the goodwill of the Company, the economic outlook in the Company\u0092s industry, the Company\u0092s position in the industry and its management and scientific personnel,\nand the values of securities of other companies in the same or similar lines of business. <\/div> 
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6.12<\/b>    Option Term.<\/i><\/b>    No Option shall be exercisable more than ten years after the date of grant, or such lesser period of time as is set forth in the Option Agreement. The end\nof the maximum exercise period stated in the Option Agreement is referred to in this Plan as the \u0093Expiration Date\u0094. <\/div> 
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6.13<\/b>    Exercise Price.<\/i><\/b>    The exercise price of each Option shall be not less than 85% of the fair market value (determined in accordance with Section 6.11) of the stock subject\nto the Option on the date of grant. \n <\/div>  \n \n   \n 
 \nHowever, without regard to that 85% rule, in connection with the acquisition of securities or assets of another entity the Company may grant Options to employees, consultants or directors of that\nentity or affiliates of that entity, to replace options or warrants they held before that acquisition exercisable for equity interests in that entity, having an exercise price that is equivalent to the exercise price of the options or warrants that\nthe Options replace. \u0093Equivalency\u0094 for this purpose will be determined in good faith by the Administrator based on the acquisition price for that entity. <\/div> 
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7.    MANNER OF EXERCISE <\/b><\/div> 
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7.1<\/b>    Notice.<\/i><\/b>    An optionee wishing to exercise an Option or portion of an Option shall give written notice to the Company at its principal executive office, to the attention of\nthe officer of the Company designated by the Administrator, accompanied by payment of the exercise price as provided in Section 6.6. The date the Company receives written notice of an exercise of an Option accompanied by payment of the exercise\nprice will be considered the date the Option was exercised. Notwithstanding the foregoing, the Company may designate a Subsidiary or other person and one or more officers of that Subsidiary or other person to serve as the Company\u0092s agent to\nperform one or more of the functions specified in this Section 7.1. <\/div> 
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7.2<\/b>    Certificates or\nNotice of Ownership.<\/i><\/b>    Promptly after receipt of written notice of exercise of an Option, the Company shall, without stock issue or transfer taxes to the optionee or other person entitled to exercise the Option, deliver\nto the optionee or such other person a certificate or certificates for the requisite number of shares of stock or, in lieu of a certificate, electronic or paper notification of share ownership in a brokerage account. An optionee or permitted\ntransferee of an optionee shall not have any privileges as a stockholder with respect to any shares of stock covered by the Option until the date of issuance (as evidenced by the appropriate entry on the books of the Company or a duly authorized\ntransfer agent) of such shares. <\/div> 
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8.    OTHER RELATIONSHIPS <\/b><\/div> 
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Nothing in this Plan or any Option shall interfere with or limit in any way the right of the Company or any Subsidiary to terminate any optionee\u0092s employment, consultancy or\ndirectorship at any time. <\/div> 
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9.    CONDITIONS TO ISSUANCE OF SHARES <\/b><\/div> 
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Shares of Common Stock shall not be issued upon the exercise of an Option unless the exercise of the Option and the issuance and delivery of such shares complies with all relevant\nprovisions of law including, without limitation, all applicable securities laws. <\/div> 
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10.    NON-EXCLUSIVITY OF THE PLAN\n<\/b><\/div> 
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The adoption of this Plan shall not be construed as creating any limitations on the power of the Company or its\nSubsidiaries to adopt such other incentive arrangements as it may deem desirable including, without limitation, the granting of stock options other than under this Plan. <\/div> 
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11.    AMENDMENTS TO PLAN <\/b><\/div> 
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The Board may at any time amend, alter,\nsuspend or discontinue this Plan. Without the consent of an optionee, no amendment, alteration, suspension or discontinuance may adversely affect any outstanding Options held by that optionee. <\/div> 
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12.    EFFECTIVE DATE OF PLAN <\/b><\/div> 
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The Plan shall become\neffective upon adoption by the Board. <\/div> 
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This Board adopted this Plan on April 10, 2000. <\/div> 
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The Board amended this Plan on March 1, 2001. <\/div>  \n \n   \n 
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MAXYGEN, INC. <\/b><\/div> 
2000\nINTERNATIONAL STOCK OPTION PLAN <\/b><\/div> 
STOCK OPTION AGREEMENT <\/b><\/div> 
 <\/div> 
This document (the \u0093Agreement\u0094) sets forth the terms of a Stock Option (the \u0093Option\u0094) granted by Maxygen, Inc., a Delaware corporation (the \u0093Company\u0094), pursuant to a Certificate of Stock\nOption Grant (the \u0093Certificate\u0094) displayed at the website of AST StockPlan, Inc. The Certificate, which specifies the person to whom the Option is granted (\u0093Optionee\u0094) and other specific details of the grant, and the electronic\nacceptance of the Certificate at the website of AST StockPlan, Inc., are incorporated herein by reference. <\/div> 
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THE PARTIES AGREE AS\nFOLLOWS: <\/div> 
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1.    <\/i>Grant of Option; Vesting Base Date<\/i>.<\/i>\n<\/div> 
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1.1    Grant<\/i>.    The Company hereby grants to\nOptionee an opportunity to purchase shares of its Common Stock in accordance with the Company\u0092s 2000 International Stock Option Plan (the \u0093Plan\u0094) as hereinafter provided. <\/div> 
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1.2    Vesting Base Date<\/i>.    The parties hereby establish the date set forth in the Certificate as the Vesting\nBase Date (as defined below). <\/div> 
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1.3    Type of\nOption<\/i>.    The Option shall be a \u0093nonstatutory option\u0094 for US tax purposes. <\/div> 
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1.4.    Number of Option Shares<\/i>.<\/i><\/b>    The number of shares of Company Common Stock underlying the Option (the \u0093Option Shares\u0094) is as set forth in the\nCertificate. <\/div> 
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2.    Exercise Price<\/i>.    The exercise\nprice for purchase of each share of Common Stock covered by this Option shall be the price set forth in the Certificate. <\/div> 
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3.    Term<\/i>.<\/i><\/b>    Unless otherwise specified in the Certificate, this Option shall expire as provided in Section 6.7 and 6.12 of the Plan. <\/div> 
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4.    Adjustment of Options<\/i>.<\/i><\/b>    The Company shall adjust the number and kind\nof shares and the exercise price thereof in certain circumstances in accordance with the provisions of Section 6.1 and Section 6.2 of the Plan. <\/div> 
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5.    Exercise of Options<\/i>.<\/i><\/b> <\/div> 
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5.1    Vesting; Time of Exercise<\/i>.    This Option shall vest and be exercisable according to the schedule set forth in the Certificate. Such schedule shall commence\nas of the date set forth in the Certificate (the \u0093Vesting Base Date\u0094). If the Optionee reduces his or her employment commitment to the Company, such vesting schedule shall be proportionately reduced. Thus if an Optionee with an original\nvesting schedule of one hundred (100) shares per month reduces his or her time commitment to the Company from one hundred percent (100%) time to eighty percent (80%) time, his or her new vesting schedule would be eighty (80) shares per month. If the\nOptionee thereafter increases his or her employment commitment to the Company, such vesting schedule shall be proportionately accelerated; provided, however<\/i>, that the vesting schedule shall not accelerate to a rate faster than the original\nvesting schedule. Thus if the Optionee subsequently increased his or her time commitment to the Company to ninety percent (90%) time, his or her new vesting schedule would be ninety (90) shares per month. <\/div> 
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5.2    Exercise After Termination of Status as an Employee, Director or\nConsultant<\/i>.    In the event of termination of Optionee\u0092s continuous status as an employee, director or consultant, this Option may be exercised only in accordance with the provisions of Section 6.7 of the\nPlan. <\/div> 
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5.3    Manner of Exercise<\/i>.    Optionee may\nexercise this Option, or any portion of this Option, by giving written notice to the Company at its principal executive office, to the attention of the officer of the Company designated by the Plan Administrator, accompanied by payment of the\nexercise price and payment of \n <\/div>  \n \n   \n 
 \nany applicable withholding or employment taxes. The date the Company receives written notice of an exercise hereunder accompanied by payment will be considered as the date this Option was\nexercised. <\/div> 
 <\/div> 
5.4    Payment<\/i>.    Except as otherwise\nprovided in the Certificate, payment of the exercise price per share is due in full upon exercise of all or any part of each installment that has accrued to Optionee. Optionee may elect, to the extent permitted by applicable statutes and\nregulations, to make payment of the exercise price under one of the following alternatives: (i) payment of the exercise price per share in cash (including check) in U.S. dollars, or what the Administrator determines is the then equivalent in the\ncurrency in which the Optionee is paid, at the time of exercise, (ii) payment pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the Option Shares, results in either the\nreceipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds, (iii) provided that at the time of exercise the Company\u0092s Common Stock is publicly\ntraded and quoted regularly in the Wall Street Journal, payment by delivery of already-owned shares of Common Stock, held for the period required to avoid a charge to the Company\u0092s reported earnings, and owned free and clear of any liens,\nclaims, encumbrances or security interests, which Common Stock shall be valued at its fair market value on the date of exercise, or (iv) payment by a combination of the methods of payment permitted by subparagraphs 5.4(i) through 5.4(iii) above. The\nproceeds of any payment shall constitute general funds of the Company. <\/div> 
 <\/div> 
5.5    Delivery of\nCertificate\/Notice of Share Ownership<\/i>.    Promptly after receipt of written notice of exercise of the Option, the Company shall instruct its transfer agent to deliver to Optionee a certificate or certificates\nfor the requisite number of Option Shares or, in lieu thereof, paper or electronic notification of share ownership in Optionee\u0092s brokerage account. The Optionee shall not have any privileges as a stockholder of the Company with respect to any\nOption Shares covered by the Option until the date of issuance of the stock certificate or notice of share ownership for those Option Shares. <\/div> 
 <\/div> 
6.    Nonassignability of Option<\/i>.    This Option is not assignable or transferable by Optionee except by will or by the laws of descent and\ndistribution. During the life of Optionee, the Option is exercisable only by Optionee. Any attempt to assign, pledge, transfer, hypothecate or otherwise dispose of this Option in a manner not herein permitted, and any levy of execution, attachment,\nor similar process on this Option, shall be null and void. <\/div> 
 <\/div> 
7.    Restriction on Issuance\nof Shares<\/i>. <\/div> 
 <\/div> 
7.1    Legality of\nIssuance<\/i>.    The Company shall not be obligated to sell or issue any Option Shares pursuant to this Agreement if such sale or issuance, in the opinion of the Company or its counsel, might constitute a violation\nby the Company of any provision of law, including without limitation the provisions of the Securities Act of 1933, as amended (the \u0093Securities Act\u0094). <\/div> 
 <\/div> 
7.2    Compliance with Law<\/i>.    The Company shall not be obligated to take any affirmative action in order to cause the grant or exercise of\nthis Option or the issuance or sale of any Option Shares pursuant thereto to comply with any law. <\/div> 
 <\/div> 
8.    Restriction on Transfer<\/i>.    Regardless of whether the sale of the Option Shares has been registered under the Securities Act or has been registered or\nqualified under the securities laws of any jurisdiction, the Company may impose restrictions upon the sale, pledge or other transfer of Option Shares (including the placement of appropriate legends on stock certificates) if, in the judgment of the\nCompany and the Company\u0092s counsel, such restrictions are necessary or desirable in order to achieve compliance with the provisions of the Securities Act, the securities laws of any state or any other law. <\/div> 
 <\/div> 
9.    Stock Certificate<\/i>.<\/i><\/b>    Stock certificates evidencing Option Shares may\nbear such restrictive legends as the Company and the Company\u0092s counsel deem necessary or advisable under applicable law or pursuant to this Agreement. <\/div>  \n \n   \n 
 <\/div> 
10.    Assignment; Binding\nEffect<\/i>.    Subject to the limitations on assignment set forth in this Agreement, this Agreement shall be binding upon and inure to the benefit of the executors, administrators, heirs, legal representatives, and\nsuccessors of the parties hereto. <\/div> 
 <\/div> 
11.    Damages<\/i>.    Optionee shall be liable to the Company for all costs and damages, including incidental and consequential damages, resulting from a disposition of\nOption Shares that is not in conformity with the provisions of this Agreement. <\/div> 
 <\/div> 
12.    Governing Law<\/i>.<\/i><\/b>    This Agreement shall be governed by, and construed in accordance with, the laws of the State of California excluding those laws that direct\nthe application of the laws of another jurisdiction. <\/div> 
 <\/div> 
13.    Notices<\/i>.    All notices and other communications under this Agreement shall be in writing or posted electronically on the AST Stockplan website. Unless and\nuntil Optionee is notified in writing to the contrary, all notices, communications, and documents directed to the Company and related to the Agreement shall be delivered to: <\/div> 
 <\/div> 
Maxygen, Inc. <\/div> 
515 Galveston Drive <\/div> 
Redwood City, CA 94063 <\/div> 
Attention: General Counsel <\/div> 
 <\/div> 
Unless and until the Company is notified in writing to the contrary, all notices, communications, and documents directed to Optionee and related to this Agreement shall be mailed to Optionee\u0092s last known address\nas shown on the Company\u0092s books or posted electronically on the AST Stockplan website. Notices and communications shall be delivered by hand, mailed by first class mail, postage prepaid, sent by reputable overnight courier or posted\nelectronically on the AST Stockplan website. All mailings and deliveries related to this Agreement shall be deemed received when actually received, if by hand delivery, two business days after mailing, if by mail, the next business day after being\nsent by reputable overnight courier, or 30 days after the date of posting for notices posted electronically on the AST Stockplan website. <\/div> 
 <\/div> 
IN WITNESS WHEREOF, the parties have entered into this Stock Option Agreement as of the grant date set forth in the Certificate. <\/div> 
 <\/div> 
MAXYGEN, INC. <\/div> 
 <\/div> 
Optionee accepts and agrees to be bound by all\nthe terms and conditions of this Agreement and the Plan. <\/div>  \n\n\n\n\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":[9539,9545],"class_list":["post-38392","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-maxygen-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__esp"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38392","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=38392"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38392"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38392"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38392"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}