Exhibit 10.44
SEATTLE GENETICS,
INC.
2007 EQUITY INCENTIVE
PLAN
STOCK OPTION
AGREEMENT
THIS STOCK OPTION AGREEMENT (the
“Agreement”) dated [GRANT DATE] (“Grant
Date”) between Seattle Genetics, Inc., a Delaware corporation
(the “Company”), and [EMPLOYEE NAME]
(“Optionee”), is entered into as follows:
WITNESSETH:
WHEREAS, the Company has established
the 2007 Equity Incentive Plan (the “Plan”);
and
WHEREAS, the Compensation Committee
of the Board of Directors of the Company or its delegates (the
“Committee”) has determined that Optionee shall be
granted an option under the Plan as hereinafter set
forth;
The parties hereby agree that the
Company grants, effective as of the Grant Date, Optionee a
[Nonstatutory Stock Option] [Incentive Stock Option] (this
“Option”) to purchase [SHARES] shares of its
$0.001 par value Common Stock (the “Shares”) upon the
terms and conditions set forth in this Agreement.
1. Plan Award . This
Option is granted under and pursuant to the Plan and is subject to
each and all of the provisions thereof. If this Option is
designated as an Incentive Stock Option, it is intended to qualify
as an Incentive Stock Option as defined in Section 422 of the
Internal Revenue Code of 1986, as amended, and to the extent this
Option does not qualify as an Incentive Stock Option under
Applicable Laws, then it is intended to be and will be treated as a
Nonstatutory Stock Option. Notwithstanding the above, in the event
that the Shares subject to this Option (and all other Incentive
Stock Options granted to Optionee by the Company or any Subsidiary,
including under other plans of the Company or any Subsidiary) that
first become exercisable in any calendar year have an aggregate
fair market value (determined for each Share as of the date of
grant of the option covering such Share) in excess of $100,000,
this Option shall be treated as a Nonstatutory Stock Option, in
accordance with Section 9(b) of the Plan.
2. Exercise Price .
The exercise price applicable to this Option (meaning, the price
Optionee must pay in order to purchase any Shares hereunder) shall
be [PRICE] per Share.
3. Vesting and Exercise of
Option . Subject to Optionee’s not experiencing a
Termination of Employment during the following vesting period,
Optionee shall vest in and earn the right to exercise this Option
on the following schedule: [VESTING SCHEDULE]
4. Expiration . This
Option will expire ten (10) years from the Grant Date, unless
sooner terminated or canceled in accordance with the provisions of
the Plan. This means that (subject to the continuing service
requirement set forth in Section 3 above and subject to
earlier termination upon certain other events as set forth in the
Plan) this Option must be exercised, if at all, on or
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before [EXPIRE DATE] (the
“Expiration Date”). If this Option expires on a stock
exchange holiday or weekend day, this Option will expire on the
last trading day prior to the holiday or weekend.
Optionee shall be solely responsible for exercising this Option, if
at all, prior to its Expiration Date. The Company shall have no
obligation to notify Optionee of this Option’s
expiration.
5. Exercise Mechanics
. This Option may be exercised by delivering to the Stock Plan
Administrator at the Company’s head office a written or
electronic notice stating the number of Shares as to which the
Option is exercised or by any other method the Committee has
approved. The notice must be accompanied by the payment of the full
Option exercise price of such Shares. Exercise shall not be deemed
to have occurred unless and until Optionee has delivered to the
Company (or its authorized representative) an approved notice of
exercise, full payment of the exercise price for the Shares being
exercised and payment of any applicable withholding taxes in
accordance with Section 8 below. Payment of the Option
exercise price may be in cash (including check or wire transfer);
through an approved cashless-brokered exercise program, with shares
of the Company’s Common Stock (subject to the Company’s
discretion to withhold approval for such payment method at any
time); cashless “net exercise” arrangement pursuant to
which the Company will reduce the number of Shares issued upon
exercise by the largest whole number of Shares having an aggregate
fair market value that does not exceed the aggregate exercise
price, provided the Company shall accept a cash or other payment
from Optionee to the extent of any remaining balance of the
exercise price not satisfied by such reduction in the number of
whole Shares to be issued or a combination thereof to the extent
permissible under Applicable Law; provided, however, that any
permitted method of payment shall be in strict compliance with all
procedural rules established by the Committee.
6. Termination of
Employment . All rights of Optionee in this Option, to the
extent that it has not previously become vested and been exercised,
shall terminate upon Optionee’s Termination of Employment
except as set forth in this Section 6. The portion of the
Option that relates to any Shares that were unvested and
unexercisable as of the date of Optionee’s Termination of
Employment shall terminate and expire effective immediately upon
such date. With respect to the vested and exercisable portion of
the Option, and subject to the final sentence of this
Section 6:
(i) In the event of Termination of
Employment other than as a result of Optionee’s death or
disability, Optionee shall have three months from the date of such
Termination to exercise the Option as to the Shares subject to the
Option that were vested and exercisable as of the date of
Termination of Employment; provided that if during any part of such
three month period, the Option is not exercisable because the
issuance of the Shares would violate the registration requirements
under the Securities Act, the Option shall not expire until the
Option shall have been exercisable for an aggregate of three months
after the date of Termination of Employment; provided further that
if during any part of such three month period, the Shares issued
upon exercise of the Option may not be sold because Optionee has
material nonpublic information regarding the Company or is
otherwise subject to a trading blackout period under the
Company’s Insider Trading Policy, the Option shall not expire
until Optionee shall have had an aggregate of three months after
the date of Termination of Employment during which Optionee can
sell the Shares without being subject to such restrictions arising
under insider trading laws or
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Company policy; and provided further that
notwithstanding the foregoing, in no event may this Option be
exercised more than one year after the date of Termination of
Employment;
(ii) In the event of Termination of
Employment as a result of Optionee’s disability (including a
Total and Permanent Disability), Optionee shall have 12 months to
exercise the Option as to the Shares subject to the Option that
were vested and exercisable as of the date of Termination of
Employment;
(iii) In the event of Termination of
Employment as a result of Optionee’s death or in the event of
Optionee’s death within 30 days following Optionee’s
Termination of Employment, Optionee shall have six months following
the Optionee’s death to exercise the Option as to the Shares
subject to the Option that were vested and exercisable as of the
date of death or, if earlier, the date of Termination of
Employment; and
Notwithstanding the above, in no
event may an Option be exercised, even as to vested and otherwise
exercisable Shares, after the Expiration Date set forth in
Section 4 above.
7. Transferability .
This Option generally is not transferable by Optionee otherwise
than by will or the laws of de
