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Exhibit 10.2
PDL
BIOPHARMA, INC.
NOTICE
OF GRANT OF STOCK OPTION
The Participant has
been granted an option (the “ Option ” )
to purchase certain shares of Stock of PDL BioPharma, Inc. (
“PDL” )
pursuant to PDL’s 2005 Equity Incentive Plan (the “
Plan ” ), as follows:
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Participant:
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L. Patrick
Gage
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Date
of Grant:
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November 16,
2007
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Number
of Option Shares:
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100,000
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Exercise Price:
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$18.03
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Initial Vesting
Date:
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The date one
(1) month after October 1, 2007
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Option
Expiration Date:
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The date seven
(7) years after the Date of Grant
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Tax
Status of Option:
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Nonstatutory Stock
Option
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Vested
Shares:
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Except as provided in
the Stock Option Agreement, the number of Vested Shares
(disregarding any resulting fractional share) as of any date is
determined by multiplying the Number of Option Shares by the
“ Vested Ratio ” determined as of such
date as follows:
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Vested
Ratio
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Prior to Initial
Vesting Date
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0
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On Initial Vesting
Date, provided the Participant’s Service has not terminated
prior to such date
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1/24
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Plus
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For each additional
full month of the Participant’s continuous Service from
Initial Vesting Date until the Vested Ratio equals 1/1, an
additional
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1/24
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Adjustments to Vested
Ratio:
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PDL may adjust the
Vested Ratio to account for any periods of part-time Service as an
Employee.
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Termination of Unvested
Option:
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Except as may
otherw
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