|
Exhibit
10.5
ZYMOGENETICS,
INC.
2001 STOCK INCENTIVE
PLAN
FORM OF STOCK OPTION GRANT
NOTICE
Congratulations! You have been granted
an Option (the “Option”) to purchase shares of
ZymoGenetics, Inc. Common Stock under the 2001 Stock Incentive Plan
(the “Plan”). The Option is subject to all the terms
and conditions set forth in this Stock Option Grant Notice (this
“Grant Notice”) and in the Stock Option Agreement and
the Plan, which are incorporated into this Grant Notice in their
entirety. The general terms of the Option are as
follows:
Participant:
Grant Date:
Vesting Commencement
Date:
Number of Shares Subject to
Option:
Exercise Price (per
Share):
Option Expiration
Date:
Type of Option:
Vesting and Exercisability
Schedule:
Additional Terms/Acknowledgement:
By clicking Accept , I acknowledge receipt of, and
understand and agree to, this Grant Notice and the terms of the
Stock Option Agreement and the Plan. I further acknowledge that as
of the Grant Date, this Grant Notice, the Stock Option Agreement
and the Plan set forth the entire understanding between me and the
Company regarding the Option and supersede all prior oral and
written agreements on the subject.
ZYMOGENETICS, INC.
By:
Its:
ZYMOGENETICS,
INC.
2001 STOCK INCENTIVE
PLAN
FORM OF STOCK OPTION
AGREEMENT
Pursuant to your Stock Option
Grant Notice (the “Grant Notice”) and this Stock Option
Agreement (this “Agreement”), ZymoGenetics, Inc. has
granted you an Option under its 2001 Stock Incentive Plan (the
“Plan”) to purchase the number of shares of the
Company’s Common Stock indicated in your Grant Notice (the
“Shares”) at the exercise price indicated in your Grant
Notice. Capitalized terms not expressly defined in the Grant Notice
or in this Agreement have the same definitions as in the
Plan.
The details of the Option are
as follows:
1. Vesting and
Exercisability. Subject to the terms herein, the Option will
vest and become exercisable as provided in your Grant Notice,
provided that vesting will cease upon termination of your
employment or service relationship with the Company or a Related
Company and the unvested portion of the Option will
terminate.
2. Securities Law
Compliance. Notwithstanding any other provision of this
Agreement, you may not exercise the Option unless the Shares
issuable upon exercise are registered under the Securities Act or,
if such Shares are not then so registered, the Company has
determined that such exercise and issuance would be exempt from the
registration requirements of the Securities Act. The exercise of
the Option must also comply with other applicable laws and
regulations governing the Option, and you may not exercise the
Option if the Company determines that such exercise would not be in
material compliance with such laws and regulations.
3. Incentive Stock Option
Qualification. If so designated in your Grant Notice, all or a
portion of the Option is intended to qualify as an Incentive Stock
Option under federal income tax law, but the Company does not
represent or guarantee that the Option qualifies as such. If the
Option has been designated as an Incentive Stock Option and the
aggregate Fair Market Value (determined as of the grant date) of
the shares of Common Stock subject to the Option and all other
Incentive Stock Options you hold that first become exercisable
during any calendar year exceeds $100,000, any excess portion will
be treated as a Nonqualified Stock Option, unless the Internal
Revenue Service changes the rules and regulations governing the
$100,000 limit for Incentive Stock Options. A portion of the Option
may be treated as a Nonqualified Stock Option if certain events
cause exercisability of the Option to accelerate.
4. Notice of Disqualifying
Disposition. To the extent the Option has been designated as an
Incentive Stock Option, to obtain certain tax benefits afforded to
Incentive Stock Options, you must hold the Shares issued upon the
exercise of the Option for two years after t
| 
