Form of Notice of Grant and Stock Option Agreement



 Exhibit 10.12 
  
 SEATTLE GENETICS, INC. 
  
 2000 DIRECTORS’ STOCK OPTION PLAN 
  
 NOTICE OF STOCK OPTION GRANT 
  
 You have been granted an option to purchase Common Stock of Seattle Genetics, Inc. (the “Company”) as follows: 
  

			
	 Date of Grant
	 	 
		
	 Vesting Commencement Date
	 	 
		
	 Exercise Price per Share
	 	 
		
	 Total Number of Shares Granted
	 	 
		
	 Type of Option
	 	Non-qualified
		
	 Expiration Date
	 	 
		
	 Vesting Schedule:
	 	<<Vesting Schedule>>
		
	 Termination Period:
	 	<<Termination Schedule>>








 By your signature and the signature of the Company’s representative below, you and the Company agree
that this option is granted under and governed by the terms and conditions of the 2000 Directors’ Stock Option Plan and the Nonstatutory Stock Option Agreement, all of which are attached and made a part of this document. 
  

					
	 OPTIONEE:
	  	 	  	SEATTLE GENETICS, INC.
			
	                                      
                                        
                                   	  	By:	  	                                      
                                        
                                      
 
	 Name (Signature)
	  	 	  	 
			
	                                       
                                        
                                   
	  	 	  	 
	 Social Security Number
	  	 	  	 
			
	                                       
                                        
                                   
	  	 	  	 
	 Social Security Number
	  	 	  	 

  

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 SEATTLE GENETICS, INC. 
  
 NONSTATUTORY STOCK OPTION AGREEMENT 
  
 1. Grant of Option. The Board of Directors of the Company hereby grants to the Optionee named in the Notice of
Stock Option Grant attached as Part I of this Agreement (the “Optionee”), an option (the “Option”) to purchase a number of Shares, as set forth in the Notice of Stock Option Grant, at the exercise price per share
set forth in the Notice of Stock Option Grant (the “Exercise Price”‘), subject to the terms and conditions of the 2000 Directors’ Stock Option Plan (the “Plan”), which is incorporated herein by reference.
(Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Plan.) In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Nonstatutory Stock Option Agreement, the
terms and conditions of the Plan shall prevail. 
  
 2.
Exercise of Option. 
  
 (a) Right to
Exercise. This Option is exercisable during its term in accordance with the Vesting Schedule set out in the Notice of Stock Option Grant and the applicable provisions of the Plan and this Nonstatutory Stock Option Agreement. In the event of
Optionee’s death, disability or other termination of Optionee’s employment or consulting relationship, the exercisability of the Option is governed by the applicable provisions of the Plan and this Nonstatutory Stock Option Agreement.

  
 (b) Method of Exercise. This Option is
exercisable by delivery of an exercise notice, in the form attached as Exhibit A (the “Exercise Notice”), which shall state the election to exercise the Option, the number of Shares in respect of which the Option is being
exercised (the “Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be signed by the Optionee and shall be delivered
in person or by certified mail to the Secretary of the Company. The Exercise Notice shall be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares. This Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by such aggregate Exercise Price. 
  
 No Shares shall be issued pursuant to the exercise of this Option unless such issuance and exercise complies with all relevant provisions of law and the requirements of any stock exchange or quotation service upon
which the Shares are then listed. Assuming such compliance, for income tax purposes the Exercised Shares shall be considered transferred to the Optionee on the date the Option is exercised with respect to such Exercised Shares. 
  
 3. Method of Payment. Payment of the aggregate Exercise Price
shall be by any of the following, or a combination thereof, at the election of the Optionee: 
  
 (a) cash; 
  
 (b) check;








 (c) delivery of a properly executed exercise notice together with such other documentation as the
Administrator and the broker, if applicable, shall require to effect an exercise of the Option and delivery to the Company of the sale or loan proceeds required to pay the exercise price; or 
  
 (d) surrender of other Shares which (i) in the case of Shares acquired upon
exercise of an option, have been owned by the Optionee for more than six (6) months on the date of surrender, and (ii) have a Fair Market Value on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares. 
  
 4. Non-Transferability of Option. This Option may not be
transferred in any manner otherwise than by will or by the laws of descent or distribution or pursuant to a domestic relations order (as defined by the Code or the rules thereunder) and may be exercised during the lifetime of Optionee only by the
Optionee or a transferee permitted by Section 10 of the Plan. The terms of the Plan and this Nonstatutory Stock Option Agreement shall be binding upon the executors, administrators, heirs, successors and assigns of the Optionee. 
  
 5. Term of Option. This Option may be exercised only within the
term set out in the Notice of Stock Option Grant, and may be exercised during such term only in accordance with the Plan and the terms of this Nonstatutory Stock Option Agreement. 
  
 6. Tax Consequences. Set forth below is a brief summary of certain federal tax consequences relating to this
Option under the law in effect as of the date of grant. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE SHOULD CONSULT HIS OR HER OWN TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF
THE SHARES. 
  
 (a) Exercising the Option. Since
this Option does not qualify as an incentive stock option under Section 422 of the Code, the Optionee may incur regular federal income tax liability upon exercise. The Optionee will be treated as having received compensation income (taxable at
ordinary income tax rates) equal to the excess, if any, of the fair market value of the Exercised Shares on the date of exercise over their aggregate Exercise Price. 
  
 (b) Disposition of Shares. If the Optionee holds the Option Shares for more than one year, gain realized on
disposition of the Shares will be treated as long-term capital gain for federal income tax purposes. The long-term capital gain will be taxed for federal income tax purposes at a maximum rate of 20 percent. 
  
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 By your signature and the signature of the Company’s representative below, you and the Company agree
that this Option is granted under and governed by the terms and conditions of the Plan and this Nonstatutory Stock Option Agreement. Optionee has reviewed the Plan and this Nonstatutory Stock Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Nonstatutory Stock Option Agreement and fully understands all provisions of the Plan and Nonstatutory Stock Option Agreement. Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Nonstatutory Stock Option Agreement. 
  

					
	 	  	 	  	SEATTLE GENETICS, INC.
			
	                                      
                                        
                                        
    	  	By:	  	                                       
                                        
                                      
 

	 Name
	  	 	  	 

  
 CONSENT OF
SPOUSE 
  
 The undersigned spouse of Optionee has read and
hereby approves the terms and conditions of the Plan and this Nonstatutory Stock Option Agreement. In consideration of the Company’s granting his or her spouse the right to purchase Shares as set forth in the Plan and this Nonstatutory Stock
Option Agreement, the undersigned hereby agrees to be irrevocably bound by the terms and conditions of the Plan and this Nonstatutory Stock Option Agreement and further agrees that any community property interest shall be similarly bound. The
undersigned hereby appoints the undersigned’s spouse as attorney-in-fact for the undersigned with respect to any amendment or exercise of rights under the Plan or this Nonstatutory Stock Option Agreement. 
  
                                       
                                        
                                        
                          
 Spouse of Optionee 
  
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 EXHIBIT A 
  

NOTICE OF EXERCISE 
  
 To: Seattle Genetics, Inc. 
  
 Attn: Stock Option Administrator 
  
 Subject:
Notice of Intention to Exercise Stock Option 
  
 This is
official notice that the undersigned (“Optionee”) intends to exercise Optionee’s option to purchase                  shares of Seattle
Genetics, Inc. Common Stock, under and pursuant to the Company’s 2000 Directors’ Stock Option Plan and the Nonstatutory Stock Option Agreement dated
                , as follows: 
  

					
	 Grant Number:
	 	                                      
                                        
        	 	 
			
	 Date of Purchase:
	 	                                      
                                        
        	 	 
			
	 Number of Shares:
	 	                                      
                                        
        	 	 
			
	 Purchase Price:
	 	                                      
                                        
        	 	 
			
	 Method of Payment of
 Purchase Price:
	 	                                      
                                        
        	 	 
			
	 Social Security No.:
	 	                                      
                                        
        	 	 

  
 The shares should be
issued as follows: 
  
 Name:                                     
                                        
    
  
 Address:                                     
                                        

 
                                       
                                 
  
                                       
                                 
  
 Signed:                                     
                                         

  
 Date:                                     
                                        
      
  
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