Exhibit 10.2



		

			Exhibit 10.2

		




		
			SCICLONE PHARMACEUTICALS, INC.
		

		
			NOTICE OF GRANT OF
		

		
			PERFORMANCE-BASED RESTRICTED STOCK UNITS
		

		
			(For US Participant)
		

		
			The Participant has been granted an award (the “Award”)  of Performance-Based Restricted Stock Units (each, a “Unit”) pursuant to the SciClone Pharmaceuticals, Inc. 2015 Equity Incentive Plan (the “Plan”) and the attached Performance-Based Restricted Stock Units Agreement (the “Agreement”).  Each Unit represents the right to receive on the applicable Settlement Date one (1) share of Stock of SciClone Pharmaceuticals, Inc., as follows:
		

		
			﻿
		

			
					
						﻿

					
					
						 

					
					
						 

					
					
						 

				
	
					
						Participant:

					
					
						Wilson W. Cheung

					
					
						Employee ID:

					
					
						___________

				
	
					
						Date of Grant:

					
					
						March 8, 2017            

				
	
					
						Total Number of Units:

					
					
						37,500, subject to adjustment as provided by the Agreement.

				
	
					
						Earned Units:

					
					
						The number of Units, if any (not to exceed the Total Number of Units), determined and certified by the Committee to be Earned Units in accordance with the level of achievement of the Performance Goal described by the Performance Goal Appendix attached to this Grant Notice.

				
	
					
						Vesting Date:

					
					
						Except as otherwise provided by the Agreement, the date of the first meeting of the Committee occurring after December 31, 2017.

				
	
					
						Vested Units:

					
					
						Provided that the Participant’s Service has not terminated prior to the Vesting Date, except as provided by the Agreement, the Earned Units shall become Vested Units.

				
	
					
						Settlement Date:

					
					
						Except as otherwise provided by the Agreement, the date on which the Earned Units become Vested Units, or, in the discretion of the Company, such later date on which the sale of the Stock to be issued in settlement of Vested Units would not violate the Trading Compliance Policy, but in any event no later than the 15th day of the third month following the later of (i) the last day of the calendar year or (ii) the last day of the Company’s taxable year, in which Earned Units became Vested Units.

				
	
					
						Termination of Award:

					
					
						The Award shall terminate without payment of compensation to the Participant as of date of consummation of the Change in Control occurring before December 31, 2017.

				



		
			﻿
		

		
			By their signatures below or by electronic acceptance or authentication in a form authorized by the Company, the Company and the Participant agree that the Award is governed by this Grant Notice, the Agreement and the Plan,  all of which are made a part of this document.  The Participant acknowledges that copies of the Agreement, the Plan and the prospectus for the Plan are available on the Company’s internal web site and may be viewed and printed by the Participant for attachment to the Participant’s copy of this Grant Notice.  The Participant represents that the Participant has read and is familiar with the provisions of the Agreement and the Plan, and hereby accepts the Award subject to all of their terms and conditions.
		

		
			﻿
		

			
					
						﻿

					
					
						 

					
					
						 

				
	
					
						SCICLONE PHARMACEUTICALS, INC.

					
					
						PARTICIPANT

				
	
					
						﻿

					
					
						 

				
	
					
						By: __________________________________________

					
					
						 

				
	
					
						Friedhelm Blobel

					
					
						Signature

				
	
					
						President & CEO

					
					
						 

				
	
					
						﻿

					
					
						Date

				
	
					
						Address:

					
					
						950 Tower Lane

					
					
						 

				
	
					
						﻿

					
					
						Suite 900

					
					
						Address

				
	
					
						﻿

					
					
						Foster City CA 94404-2125

					
					
						 

				



		
			﻿
		

			
					
						﻿

					
					
						 

				
	
					
						ATTACHMENTS:

					
					
						Performance Goal Appendix; Performance-Based Restricted Stock Units Agreement; 2015 Equity Incentive Plan, as amended to the Date of Grant and Plan Prospectus

				



		

		

		 


		

			WEST\275703311.1
347684-900000

		


		

			 

		




 

		
		

		
			SCICLONE PHARMACEUTICALS, INC.
		

		
			PERFORMANCE-BASED
		

		
			RESTRICTED STOCK UNITS AGREEMENT
		

		
			(For U.S. Participants)
		

		
			SciClone Pharmaceuticals, Inc. has granted to the Participant named in the Notice of Grant of Performance-Based Restricted Stock Units (the “Grant Notice”) to which this Performance-Based Restricted Stock Units Agreement (the “Agreement”) is attached an Award consisting of Restricted Stock Units (each a “Unit”) subject to the terms and conditions set forth in the Grant Notice and this Agreement.  The Award has been granted pursuant to and shall in all respects be subject to the terms conditions of the SciClone Pharmaceuticals, Inc. 2015 Equity Incentive Plan (the “Plan”), as amended to the Date of Grant, the provisions of which are incorporated herein by reference.  By signing the Grant Notice, the Participant: (a) acknowledges receipt of and represents that the Participant has read and is familiar with the Grant Notice, this Agreement, the Plan and a prospectus for the Plan prepared in connection with the registration with the Securities and Exchange Commission of the shares issuable pursuant to the Award (the “Plan Prospectus”), (b) accepts the Award subject to all of the terms and conditions of the Grant Notice, this Agreement and the Plan and (c) agrees to accept as binding, conclusive and final all decisions or interpretations of the Committee upon any questions arising under the Grant Notice, this Agreement or the Plan.
		

		
			1.       Definitions and Construction.
		

		
			1.1       Definitions.  Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice or the Plan.
		

		
			1.2       Construction.  Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement.  Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular.  Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.
		

		
			2.       Administration.
		

		
			All questions of interpretation concerning the Grant Notice, this Agreement, the Plan or any other form of agreement or other document employed by the Company in the administration of the Plan or the Award shall be determined by the Committee.  All such determinations by the Committee shall be final, binding and conclusive upon all persons having an interest in the Award, unless fraudulent or made in bad faith.  Any and all actions, decisions and determinations taken or made by the Committee in the exercise of its discretion pursuant to the Plan or the Award or other agreement thereunder (other than determining questions of interpretation pursuant to the preceding sentence) shall be final, binding and conclusive upon all persons having an interest in the Award.  Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, or election.
		

		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						WEST\275703311.1
347684-900000


					

					

						2


					

					

						 


				




		

			 

		




 

		
			3.       The Award.
		

		
			3.1       Grant of Units.  On the Date of Grant, the Participant shall acquire, subject to the provisions of this Agreement, the Total Number of Units set forth in the Grant Notice, subject to adjustment as provided in Section 10.  Each Unit which becomes a Vested Unit represents a right to receive on a date determined in accordance with the Grant Notice and this Agreement one (1) share of Stock.
		

		
			3.2       No Monetary Payment Required.  The Participant is not required to make any monetary payment (other than applicable tax withholding, if any) as a condition to receiving the Units or shares of Stock issued upon settlement of the Units, the consideration for which shall be past services actually rendered or future services to be rendered to a Participating Company or for its benefit.  Notwithstanding the foregoing, if required by applicable law, the Participant shall furnish consideration in the form of cash or past services rendered to a Participating Company or for its benefit having a value not less than the par value of the shares of Stock issued upon settlement of the Units.
		

		
			4.       Certification of Earned Units By the Committee;  Forfeiture.
		

		
			4.1       Determination and Certification.  At its first meeting occurring after December 31, 2017, the Committee shall determine and certify in writing the level of achievement of the Performance Goal described by the Performance Goal Appendix and the resulting number of Units, if any, which are Earned Units.  The Company shall promptly notify the Participant of the determination by the Committee.
		

		
			4.2       Forfeiture of Unearned Units.  Upon the Committee’s certification of the number of Earned Units, the Participant shall automatically forfeit to the Company without consideration all Units not certified by the Committee as Earned Units.
		

		
			5.       Vesting of Units.
		

		
			5.1       Normal Vesting.  Except as provided by Section 5.2, Units acquired pursuant to this Agreement that are determined to be Earned Units shall be deemed Vested Units as of the Vesting Date set forth in the Grant Notice, provided that the Participant’s Service has not terminated prior to the Vesting Date.
		

		
			5.2       Vesting Following Termination without Cause.  In the event that the Participant’s Service is terminated by the Company without Cause (and not as a result of the Participant’s death or disability) prior to the Vesting Date, and provided that the Participant executes a general release of known and unknown claims in a customary form reasonably acceptable to the Company and such release has become effective in accordance with its terms on or before the thirtieth (30th) day following such termination of Service, then the Total Number of Units shall not immediately be subject to the Company Reacquisition Right (as defined below), but instead that portion of the Total Number of Units determined to be Earned Units in accordance with Section 4.1 shall be deemed Vested Units as of the date of the Committee’s certification pursuant to Section 4.1.
		

		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						WEST\275703311.1
347684-900000


					

					

						3


					

					

						 


				




		

			 

		




 

		
			5.3       Parachute Payments.
		

		
			(a)       Greatest After-Tax Benefit.  Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit the Participant would receive pursuant to this Agreement or otherwise (collectively, the “Payments”) would constitute a “parachute payment” within the meaning of Section 280G of the Code, and, but for this sentence, would be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision (the “Excise Tax”), then the aggregate amount of the Payments will be either (i) the largest portion of the Payments that would result in no portion of the Payments (after reduction) being subject to the Excise Tax or (ii) the entire Payments, whichever amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in the Participant’s receipt, on an after-tax basis, of the greatest amount of the Payments.  Any reduction in the Payments required by this Section 5.3(a) will be made in the following order: (i) reduction of cash payments; (ii) reduction of accelerated vesting of equity awards other than stock options; (iii) reduction of accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to the Participant.  In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Participant’s equity awards.  If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis.
		

		
			(b)       Determination by Tax Professional.  The professional firm engaged by the Company for general tax purposes as of the day prior to the date of the event that might reasonably be anticipated to result in Payments that would otherwise be subject to the Excise Tax will perform the foregoing calculations.  If the tax firm so engaged by the Company is serving as accountant or auditor for the acquiring company, the Company will appoint a nationally recognized tax firm to make the determinations required by this Section.  The Company will bear all expenses with respect to the determinations by such firm required to be made by this Section.  The Company and the Participant shall furnish such tax firm such information and documents as the tax firm may reasonably request in order to make its required determination.  The tax firm will provide its calculations, together with detailed supporting documentation, to the Company and the Participant as soon as practicable following its engagement.  Any good faith determinations of the tax firm made hereunder will be final, binding and conclusive upon the Company and the Participant.
		

		
			6.       Company Reacquisition Right.
		

		
			6.1       Grant of Company Reacquisition Right.  In the event that the Participant’s Service terminates for any reason or no reason, with or without cause, the Participant shall forfeit and the Company shall automatically reacquire all Units which are not, as of the time of such termination (taking into account the vesting pursuant to Section 5.2, if any), Vested Units (“Unvested Units”), and the Participant shall not be entitled to any payment therefor (the “Company Reacquisition Right”).
		

		
			6.2       Ownership Change Event, Non-Cash Dividends, Distributions and Adjustments.  Upon the occurrence of an Ownership Change Event, a dividend or distribution to 
		

		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						WEST\275703311.1
347684-900000


					

					

						4


					

					

						 


				




		

			 

		




 

		the stockholders of the Company paid in shares of Stock or other property, or any other adjustment upon a change in the capital structure of the Company as described in Section 10, any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) to which the Participant is entitled by reason of the Participant’s ownership of Unvested Units shall be immediately subject to the Company Reacquisition Right and included in the terms “Units” and “Unvested Units” for all purposes of the Company Reacquisition Right with the same force and effect as the Unvested Units immediately prior to the Ownership Change Event, dividend, distribution or adjustment, as the case may be.  For purposes of determining the number of Vested Units following an Ownership Change Event, dividend, distribution or adjustment, credited Service shall include all Service with any corporation which is a Participating Company at the time the Service is rendered, whether or not such corporation is a Participating Company both before and after any such event.
		

		
			7.       Settlement of the Award.
		

		
			7.1       Issuance of Shares of Stock.  Subject to the provisions of Section 7.3, the Company shall issue to the Participant on the Settlement Date with respect to each Vested Unit to be settled on such date one (1) share of Stock.  Shares of Stock issued in settlement of Units shall not be subject to any restriction on transfer other than any such restriction as may be required pursuant to Section 7.3, Section 8 or the Company’s Trading Compliance Policy.
		

		
			7.2       Beneficial Ownership of Shares; Certificate Registration.  The Participant hereby authorizes the Company, in its sole discretion, to deposit any or all shares acquired by the Participant pursuant to the settlement of the Award with the Company’s transfer agent, including any successor transfer agent, to be held in book entry form, or to deposit such shares for the benefit of the Participant with any broker with which the Participant has an account relationship of which the Company has notice.  Except as provided by the foregoing, a certificate for the shares acquired by the Participant shall be registered in the name of the Participant, or, if applicable, in the names of the heirs of the Participant.
		

		
			7.3       Restrictions on Grant of the Award and Issuance of Shares.  The grant of the Award and issuance of shares of Stock upon settlement of the Award shall be subject to compliance with all applicable requirements of federal, state or foreign law with respect to such securities.  No shares of Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Stock may then be listed.  The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Award shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained.  As a condition to the settlement of the Award, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.
		

		
			7.4       Fractional Shares.  The Company shall not be required to issue fractional shares upon the settlement of the Award.
		

		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						WEST\275703311.1
347684-900000


					

					

						5


					

					

						 


				




		

			 

		




 

		
			8.       Tax Withholding.
		

		
			8.1       In General.  At the time the Grant Notice is executed, or at any time thereafter as requested by a Participating Company, the Participant hereby authorizes withholding from payroll and any other amounts payable to the Participant, and otherwise agrees to make adequate provision for, any sums required to satisfy the federal, state, local and foreign tax (including any social insurance) withholding obligations of the Participating Company, if any, which arise in connection with the Award, the vesting of Units or the issuance of shares of Stock in settlement thereof.  The Company shall have no obligation to deliver shares of Stock until the tax withholding obligations of the Participating Company have been satisfied by the Participant.
		

		
			8.2       Assignment of Sale Proceeds.  Subject to compliance with applicable law and the Company’s Trading Compliance Policy, if permitted by the Company, the Participant may satisfy the Participating Company’s tax withholding obligations in accordance with procedures established by the Company providing for delivery by the Participant to the Company or a broker approved by the Company of properly executed instructions, in a form approved by the Company, providing for the assignment to the Company of the proceeds of a sale with respect to some or all of the shares being acquired upon settlement of Units.
		

		
			8.3       Withholding in Shares.  The Company shall have the right, but not the obligation, to require the Participant to satisfy all or any portion of a Participating Company’s tax withholding obligations by deducting from the shares of Stock otherwise deliverable to the Participant in settlement of the Award a number of whole shares having a fair market value, as determined by the Company as of the date on which the tax withholding obligations arise, not in excess of the amount of such tax withholding obligations determined by the applicable minimum statutory withholding rates if required to avoid liability classification of the Award under generally accepted accounting principles in the United States.
		

		
			9.       Effect of Change in Control.
		

		
			9.1       Before December 31, 2017.  In the event of a Change in Control occurring prior to December 31, 2017, no portion of the Units subject to the Award shall become Earned Units or Vested Units notwithstanding any other provision of this Agreement to the contrary, the Award shall automatically terminate in its entirety, and the Participant shall not be entitled to any compensation therefor.
		

		
			9.2       On or After December 31, 2017.  In the event of a Change in Control occurring on or after December 31, 2017, the Compensation Committee shall determine and certify in writing in accordance with Section 4.1, but on a date prior to the consummation of the Change in Control selected by the Committee, the level of achievement of the Performance Goal described by the Performance Goal Appendix and the resulting number of Units, if any, which are Earned Units.  The date of such certification shall be the Vesting Date.  The Company shall promptly notify the Participant of the determination by the Committee and provide for the settlement of the Earned Units in accordance with Section 7 immediately prior to the consummation of the Change in Control.  Any Units which are not Earned Units shall be forfeited by the Participant in accordance with Section 4.2
		

		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						WEST\275703311.1
347684-900000


					

					

						6


					

					

						 


				




		

			 

		




 

		
			10.      Adjustments for Changes in Capital  Structure.
		

		
			Subject to any required action by the stockholders of the Company and the requirements of Section 409A of the Code to the extent applicable, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the stockholders of the Company in a form other than Stock (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) that has a material effect on the Fair Market Value of shares of Stock, appropriate and proportionate adjustments shall be made in the number of Units subject to the Award and/or the number and kind of shares or other property to be issued in settlement of the Award, in order to prevent dilution or enlargement of the Participant’s rights under the Award.  For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.”  Any and all new, substituted or additional securities or other property (other than regular, periodic cash dividends paid on Stock pursuant to the Company’s dividend policy) to which the Participant is entitled by reason of ownership of Units acquired pursuant to this Award will be immediately subject to the provisions of this Award on the same basis as all Units originally acquired hereunder.  Any fractional Unit or share resulting from an adjustment pursuant to this Section shall be rounded down to the nearest whole number.  Such adjustments shall be determined by the Committee, and its determination shall be final, binding and conclusive.
		

		
			11.      Rights as a Stockholder, Director, Employee or  Consultant.
		

		
			The Participant shall have no rights as a stockholder with respect to any shares which may be issued in settlement of this Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).  No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date the shares are issued, except as provided in Section 10.  If the Participant is an Employee, the Participant understands and acknowledges that, except as otherwise provided in a separate, written employment agreement between a Participating Company and the Participant, the Participant’s employment is “at will” and is for no specified term.  Nothing in this Agreement shall confer upon the Participant any right to continue in the Service of a Participating Company or interfere in any way with any right of the Participating Company Group to terminate the Participant’s Service at any time.
		

		
			12.      Legends.
		

		
			The Company may at any time place legends referencing any applicable federal, state or foreign securities law restrictions on all certificates representing shares of stock issued pursuant to this Agreement.  The Participant shall, at the request of the Company, promptly present to the Company any and all certificates representing shares acquired pursuant to this Award in the possession of the Participant in order to carry out the provisions of this Section.
		

		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						WEST\275703311.1
347684-900000


					

					

						7


					

					

						 


				




		

			 

		




 

		
			13.      Compliance with Section 409A.
		

		
			It is intended that any election, payment or benefit which is made or provided pursuant to or in connection with this Award that may result in Section 409A Deferred Compensation shall comply in all respects with the applicable requirements of Section 409A (including applicable regulations or other administrative guidance thereunder, as determined by the Committee in good faith) to avoid the unfavorable tax consequences provided therein for non‐compliance.  In connection with effecting such compliance with Section 409A, the following shall apply:
		

		
			13.1      Separation from Service; Required Delay in Payment to Specified Employee.  Notwithstanding anything set forth herein to the contrary, no amount payable pursuant to this Agreement on account of the Participant’s termination of Service which constitutes a “deferral of compensation” within the meaning of the Treasury Regulations issued pursuant to Section 409A of the Code (the “Section 409A Regulations”) shall be paid unless and until the Participant has incurred a “separation from service” within the meaning of the Section 409A Regulations.  Furthermore, to the extent that the Participant is a “specified employee” within the meaning of the Section 409A Regulations as of the date of the Participant’s separation from service, no amount that constitutes a deferral of compensation which is payable on account of the Participant’s separation from service shall be paid to the Participant before the date (the “Delayed Payment Date”) which is first day of the seventh month after the date of the Participant’s separation from service or, if earlier, the date of the Participant’s death following such separation from service.  All such amounts that would, but for this Section, become payable prior to the Delayed Payment Date will be accumulated and paid on the Delayed Payment Date.
		

		
			13.2      Other Changes in Time of Payment.  Neither the Participant nor the Company shall take any action to accelerate or delay the payment of any benefits under this Agreement in any manner which would not be in compliance with the Section 409A Regulations.
		

		
			13.3      Amendments to Comply with Section 409A; Indemnification.  Notwithstanding any other provision of this Agreement to the contrary, the Company is authorized to amend this Agreement, to void or amend any election made by the Participant under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by the Company, in its discretion, to be necessary or appropriate to comply with the Section 409A Regulations without prior notice to or consent of the Participant.  The Participant hereby releases and holds harmless the Company, its directors, officers and stockholders from any and all claims that may arise from or relate to any tax liability, penalties, interest, costs, fees or other liability incurred by the Participant in connection with the Award, including as a result of the application of Section 409A.
		

		
			13.4      Advice of Independent Tax Advisor.  The Company has not obtained a tax ruling or other confirmation from the Internal Revenue Service with regard to the application of Section 409A to the Award, and the Company does not represent or warrant that this Agreement will avoid adverse tax consequences to the Participant, including as a result of the application of Section 409A to the Award.  The Participant hereby acknowledges that he or she has been advised to seek the advice of his or her own independent tax advisor prior to entering into this Agreement 
		

		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						WEST\275703311.1
347684-900000


					

					

						8


					

					

						 


				




		

			 

		




 

		and is not relying upon any representations of the Company or any of its agents as to the effect of or the advisability of entering into this Agreement.
		

		
			14.      Miscellaneous Provisions.
		

		
			14.1      Termination or Amendment.  The Committee may terminate or amend the Plan or this Agreement at any time; provided, however, that except as provided in Section 9 in connection with a Change in Control, no such termination or amendment may have a materially adverse effect on the Participant’s rights under this Agreement without the consent of the Participant unless such termination or amendment is necessary to comply with applicable law or government regulation, including, but not limited to, Section 409A.  No amendment or addition to this Agreement shall be effective unless in writing.
		

		
			14.2      Nontransferability of the Award.  Prior to the issuance of shares of Stock on the applicable Settlement Date, neither this Award nor any Units subject to this Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.  All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.
		

		
			14.3      Further Instruments.  The parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.
		

		
			14.4      Binding Effect.  This Agreement shall inure to the benefit of the successors and assigns of the Company and, subject to the restrictions on transfer set forth herein, be binding upon the Participant and the Participant’s heirs, executors, administrators, successors and assigns.
		

		
			14.5      Delivery of Documents and Notices.  Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by a Participating Company, or upon deposit in the U.S. Post Office or foreign postal service, by registered or certified mail, or with a nationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address of such party set forth in the Grant Notice or at such other address as such party may designate in writing from time to time to the other party.
		

		
			(a)       Description of Electronic Delivery.  The Plan documents, which may include but do not necessarily include: the Plan, the Grant Notice, this Agreement, the Plan Prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically.  In addition, if permitted by the Company, the Participant may deliver electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time.  Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the Internet site of a third party involved in administering the Plan, the 
		

		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						WEST\275703311.1
347684-900000


					

					

						9


					

					

						 


				




		

			 

		




 

		delivery of the document via e-mail or such other means of electronic delivery specified by the Company.
		

		
			(b)       Consent to Electronic Delivery.  The Participant acknowledges that the Participant has read Section 14.5(a) of this Agreement and consents to the electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the Grant Notice, as described in Section 14.5(a).  The Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing.  The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails.  Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery of such documents fails.  The Participant may revoke his or her consent to the electronic delivery of documents described in Section 14.5(a) or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail.  Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described in Section 14.5(a).
		

		
			14.6      Integrated Agreement.  The Grant Notice, this Agreement and the Plan, together with any employment, service or other agreement between the Participant and a Participating Company referring to this Award, shall constitute the entire understanding and agreement of the Participant and the Participating Company Group with respect to the subject matter contained herein or therein and supersede any prior agreements, understandings, restrictions, representations, or warranties among the Participant and the Participating Company Group with respect to such subject matter.  To the extent contemplated herein or therein, the provisions of the Grant Notice, this Agreement and the Plan shall survive any settlement of the Award and shall remain in full force and effect.
		

		
			14.7      Applicable Law.  This Agreement shall be governed by the laws of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within the State of California.
		

		
			14.8      Counterparts.  The Grant Notice may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
		

		
			﻿
		

		 


		

			 

		


			

					

						 


					

					

						 


					

					

						 


				
	

					

						WEST\275703311.1
347684-900000


					

					

						10