Amended and Restated Stock Option Grant Program



 Exhibit 10.2 
 AMENDED AND RESTATED STOCK OPTION GRANT PROGRAM 
 FOR

 NONEMPLOYEE DIRECTORS UNDER THE 
 ZYMOGENETICS 2001 STOCK INCENTIVE PLAN 
 (As amended and restated
effective October 1, 2009) 
 The following provisions set forth the terms of the stock option grant program (the
“Program”) for nonemployee directors of ZymoGenetics, Inc. (the “Company”) under the Company’s 2001 Stock Incentive Plan (the “Plan”). The following terms are intended to supplement, not alter or change, the
provisions of the Plan, and in the event of any inconsistency between the terms contained herein and in the Plan, the Plan shall govern. All capitalized terms that are not defined herein shall be as defined in the Plan. 
 1. Eligibility 
 Each director of the Company who is not otherwise an employee of the Company or any Related Company (an “Eligible Director”) shall be eligible to receive grants under the Plan, as discussed below. 
 2. Initial Grants 
 (a) Each Eligible Director who is first elected or appointed to the Board shall automatically be granted as of the date of such initial election or appointment a Nonqualified Stock Option to purchase 20,000 shares of Common Stock (the
“Initial Grant”). 
 (b) Initial Grants made on or after January 1, 2007 shall vest and become exercisable in
three equal annual installments as follows, assuming continued service on the Board for such period: 
  

				
	 Period of Eligible Director’s Continuous
 Service as a Director From
 the Grant
Date
	  	Percentage of Total Initial Grant
That Is Vested and Exercisable	 
	 One year
	  	33 1/3	% 
	 Two years
	  	66 2/3	% 
	 Three years
	  	100	% 

 3. Annual Grants 
 (a) Immediately following each year’s Annual Meeting of Shareholders (an “Annual Meeting”) that occurs in 2007 and thereafter,
each Eligible Director shall automatically receive a Nonqualified Stock Option to purchase 12,000 shares of Common Stock (each, an “Annual Grant”); provided that any Eligible Director who received an Initial Grant within five months








 
before an Annual Meeting shall not receive an Annual Grant until immediately following the second Annual Meeting after the date of such Initial Grant. Immediately following each year’s
Annual Meeting, the Non-Executive Board Chair (“Board Chair”) shall automatically receive a Nonqualified Stock Option to purchase an additional 12,000 shares of Common Stock (“Board Chair Grant”). 
 (b) Such Annual Grants and Board Chair Grant shall fully vest and become exercisable on the next Annual Meeting, assuming continued service
on the Board for such period. 
 4. Option Exercise Price 
 The exercise price of an Option shall be the Fair Market Value of the Common Stock on the Grant Date. 
 5. Manner of Option Exercise 
 An Option shall be exercised by giving the required notice to the Company, stating the number of shares of Common Stock with respect to which the Option is being exercised, accompanied by payment in full
for such Common Stock, which payment may be in whole or in part (a) in cash or check, (b) in shares of Common Stock, owned by the Eligible Director for at least six months (or any shorter period necessary to avoid a charge to the
Company’s earnings for financial reporting purposes) having a Fair Market Value on the day prior to the exercise date equal to the aggregate Option exercise price, or (c) if and so long as the Common Stock is registered under the Exchange
Act and to the extent permitted by law, by delivery of a properly executed exercise notice, together with irrevocable instructions to a broker, to properly deliver to the Company the amount proceeds to pay the exercise price, all in accordance with
the regulations of the Federal Reserve Board. 
 6. Term of Options 
 Each Option shall expire ten years from the Grant Date thereof, but shall be subject to earlier termination as follows: 
 (a) In the event that an Eligible Director ceases to be a director of the Company for any reason other than the death of the Eligible
Director, the unvested portion of any Option granted to such Eligible Director shall terminate immediately and the vested portion of the Option may be exercised by the Eligible Director only within one year after the date he or she ceases to be a
director of the Company or prior to the date on which the Option expires by its terms, whichever is earlier. 
 (b) In the event
that an Eligible Director ceases to be a director of the Company by reason of the death of the Eligible Director, the entire Option shall automatically become fully vested and must be exercised within one year after the date of death of the Eligible
Director or on or prior to the date on which the Option expires by its terms, whichever is earlier, by the personal representative of the Eligible Director’s estate, the person(s) to whom the Eligible Director’s rights under the Option
have passed by will or the applicable laws of descent and distribution or








 
the beneficiary designated pursuant to Section 11 of the Plan. In the event that an Eligible Director dies following cessation of services as a director, the portion of the Option that was
vested on the date of such cessation of services must be exercised on or before one year after the date of death of the former director or on or prior to the date on which the Option expires by its terms, whichever is earlier. 
 7. Company Transactions 
 In the event of any Company Transaction, other than a Related Party Transaction, each Initial and Annual Grant that is at the time outstanding shall automatically accelerate so that each such grant shall,
immediately prior to the specified effective date for the Company Transaction, become fully vested and exercisable. Such Options shall terminate and no longer be exercisable to the extent that they are not exercised prior to the Company Transaction.

 8. Amendment 
 The Board may amend the provisions contained herein in such respects as it deems advisable. Any such amendment shall not, without the consent of the Eligible Director, impair or diminish any rights of an
Eligible Director or any rights of the Company under an Option. 
 Provisions of the Plan (including any amendments) that were
not discussed above, to the extent applicable to Eligible Directors shall continue to govern the terms and conditions of Options granted to Eligible Directors. 
 Originally adopted on September 18, 2001, and amended and restated on September 16, 2004. Further amended and restated by the Board on December 11, 2006, such amendments effective
January 1, 2007 to require three-year vesting (rather than one-year vesting) for Initial Grants granted on or after January 1, 2007 and to increase the size of each Annual Grant from 7,500 shares to 12,000 shares. Further amended and
restated by the Board on September 16, 2009, such amendments effective October 1, 2009 to provide for an additional annual equity grant to the Non-Executive Board Chair.