**EXHIBIT 10.26**

** **

**AFFYMETRIX,INC. RESTRICTED STOCK AGREEMENT**

 
| Name                  |   |                                                    | Grant Number: |   |   |
|-----------------------|--------|---------------------------------------------------------|---------------|--------|--------|
| Address1              |   |                                                    | ID:           |   |   |
| City, State, Zip Code | Plan:  | Amended & Restated 2000 Equity  Incentive Plan |
|                  |   |                                                    |
|                       |        |                                                         |               |        |        |  |

 

ThisRestricted Stock Agreement (the “**Agreement**”), ismade and entered into between AFFYMETRIX, INC., a Delaware corporation (the “Company”)and             (“**Recipient**”) residing at the above address.

 

THE PARTIESAGREE AS FOLLOWS:

 

1.             *Grant of Restricted Stock*.  In consideration for Recipient’s servicesrendered to the Company, the Company hereby grants to the Recipient restrictedshares of common stock of the Company as specified below (the “**Restricted Shares**”), subject to (i) the Terms andConditions of Grant attached as Exhibit A, and (ii) the Affymetrix, Inc.Amended & Restated 2000 Equity Incentive Plan (as amended from time totime, the “**Plan**”) incorporated herein byreference.

 

2.             *Definitions*.  As used in this Agreement, including theTerms and Conditions of Grant, the following terms shall have the meanings setforth in this Section 2.

 
| Grant Date:                |   |
|----------------------------|--------|
| Number of Shares:          |   |
| Vesting Commencement Date: |   |
| Vesting Schedule:          |   |

 

 
| AFFYMETRIX, INC. | RECIPIENT: |
|------------------|------------|
|             |       |
| By:              |       |   |   |   |
|             | Date:      |   |   |
|                  |            |  |  |  |  |

 

----

** **

**Exhibit A**

** **

**AFFYMETRIX,INC.**

** **

**TERMS ANDCONDITIONS OF GRANT**

** **

1.        *Tax Treatment*.  Anywithholding tax liabilities incurred in connection with the Restricted Sharesbecoming vested and non-forfeitable or otherwise incurred in connection withthe Restricted Shares and any other amounts or rights hereunder shall besatisfied by (x) Recipient paying to the Company in cash or by check an amountequal to the minimum amount of taxes that the Company concludes it is requiredto withhold under applicable law within one business day of the day the taxevent arises or (y) unless not permitted by the Committee or the Board, theCompany withholding a portion of the Restricted Shares that have vested andbecome non-forfeitable having a fair market value approximately equal to theminimum amount of taxes that the Company concludes it is required to withholdunder applicable law.  Notwithstandingthe foregoing, Recipient acknowledges and agrees that he or she is responsiblefor all taxes that arise in connection with the Restricted Shares becomingvested and non-forfeitable or otherwise incurred in connection with the RestrictedShares.  The Company shall not beobligated to release any shares to Recipient unless and until satisfactoryarrangements to pay such withholding taxes have been made and shall be entitledto withhold from any amounts or shares due to you hereunder or otherwise in anamount sufficient to pay its withholding obligations.

 

2.        *Vesting*.  TheRestricted Shares shall become vested and non-forfeitable in installments, asshown in the Restricted Stock Grant Agreement. No additional shares become vested after Recipient’s service in any oneof the positions of an employee, consultant or director of the Company (or asubsidiary of the Company) has terminated for any reason.

 

3.        *Termination of Service*. If Recipient’s service in any one of the positions of an employee,consultant or director of the Company or a subsidiary of the Company terminatesfor any reason, then all Restricted Shares that have not vested on or beforethe date of termination of service shall automatically be forfeited to theCompany and all of Recipient’s rights with respect thereto shall ceaseimmediately upon termination. The Company determines when Recipient’s serviceterminates for this purpose.

 

4.        *Leaves of Absence*.  For purposes of this Agreement, service doesnot terminate as a result of a military leave, a sick leave or another bonafide leave of absence, if the leave was approved by the Company in writing andif continued crediting of service is required by the terms of the leave or byapplicable law; *provided* that service shall terminatewhen the approved leave ends, unless Recipient immediately returns to activework.

 

5.        *Restrictions on Transfer*. Recipient may not sell, transfer, pledge or otherwise dispose of any ofthe Restricted Shares until after the applicable shares have become vested andnon-forfeitable on the schedule set forth above and have been issued toRecipient.  Recipient further agrees notto sell, transfer or otherwise dispose of any shares at a time when applicablelaws or Company policies prohibit a sale, transfer, pledge or otherdisposition.  Recipient agrees that, inorder to ensure compliance with the restrictions referred to herein, the 

 

----

 

Company may issue appropriate “stoptransfer” instructions to its transfer agent. The Company shall not be required (i) to transfer on its books anyRestricted Shares that have been sold or otherwise transferred in violation ofany of the provisions of this Agreement or (ii) to treat as owner of suchRestricted Shares or to accord the right to vote or pay dividends to anypurchaser or other transferee to whom such Restricted Shares shall have been sotransferred.

 

6.        *Stock Certificates*. Certificates evidencing the Restricted Shares shall be issued by theCompany and registered in the name of Recipient on the stock transfer books ofthe Company.  Unless otherwise determinedby the Committee or the Board, such certificates shall remain in the physicalcustody of the Company or its designee at all times until the applicable shareshave become vested and non-forfeitable.

 

7.        *Stockholder Rights*.  Recipientwill have the same voting and other rights as the Company’s other stockholderswith respect to each Restricted Share until or unless such Restricted Share isforfeited pursuant to Section 2 hereof. Any additional shares of Common Stock or other amounts that becomepayable to Recipient as a result of capitalization adjustments under the Planshall remain subject to forfeiture pursuant to Section 2 hereof and thesame restrictions as the existing Restricted Shares, unless otherwisedetermined by the Committee or the Board.

 

8.        *No Retention Rights*.  TheRestricted Shares and this Agreement do not give Recipient the right to beretained by the Company or a subsidiary of the Company in any capacity. TheCompany and its subsidiaries reserve the right to terminate Recipient’s serviceat any time, with or without cause.

 

9.        *Adjustments*.  In theevent of a stock split, a stock dividend or a similar change in Company stock,the number of shares covered by this Agreement may be adjusted pursuant to thePlan.

 

10.      *Applicable Law*.  ThisAgreement will be interpreted and enforced under the laws of the State ofDelaware (without regard to their choice-of-law provisions).

 

11.      *The Plan and Other Agreements*.  The text of the Plan is incorporated in thisAgreement by reference.

 

This Agreement and the Plan constitute the entire understanding betweenRecipient and the Company regarding this Agreement. Any prior agreements,commitments or negotiations concerning the Restricted Shares are superseded. ThisAgreement may be amended only by another written agreement, signed by bothparties.

 

BY SIGNING THE COVER SHEET OF THIS AGREEMENT, RECIPIENT AGREES TO ALLOF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

3

----