Exhibit
10.19


 





 


AFFYMETRIX, INC.


NON-QUALIFIED STOCK OPTION GRANT
NOTICE AND AGREEMENT


 


	
  <Name>

  	
   

  	
  Option Number:

  
	
  <Address>

  	
   

  	
  ID:

  
	
  <Address>

  	
   

  	
  Plan:   Affymetrix Amended and

  
	
  <Address>

  	
   

  	
  Restated 2000 Equity Incentive Plan

  
	
  <City, State, Country, Postal Code>

  	
   

  	
   

  



 


1.
Grant of Option.  AFFYMETRIX,
INC., a Delaware corporation (the “Company”) hereby grants to <First and
Last Name> ( “Optionee”) a Non-Qualified Stock Option (the “Option”) to
purchase common stock of the Company as specified below, subject to (i) the
Terms and Conditions of Stock Options attached as Exhibit A, and (ii) the
Affymetrix, Inc. Amended & Restated 2000 Equity Incentive Plan(
the “Plan”) incorporated herein by reference.


 


2.
Definitions.  As used in this
Agreement, including the Terms and Conditions of Grant, the following terms
shall have the meanings set forth in this section 2.


 


	
  Grant Date:

  	
   

  
	
  Number of Shares Covered:

  	
   

  
	
  Option Termination Date:

  	
   

  
	
  Exercise Price:

  	
  $

  
	
  Vesting Schedule:

  	
   

  



 


	
  Shares

  	
   

  	
  Vest
  Type

  	
   

  	
  Full
  Vest

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  On Vest Date

  	
   

  	
   

  
	
   

  	
   

  	
  On Vest Date

  	
   

  	
   

  
	
   

  	
   

  	
  On Vest Date

  	
   

  	
   

  
	
   

  	
   

  	
  On Vest Date

  	
   

  	
   

  



 


 


	
  AFFYMETRIX, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 


 


Date:


 

















 


Exhibit A


 


Affymetrix, Inc.
Amended and Restated 2000 Equity Incentive Plan


 


Terms
and Conditions of Stock Options


 


	
  Tax Treatment

  	
   

  	
  This option is intended to be an incentive stock option or a nonstatutory option, as
  provided in the Stock Option Grant Notice (the “Grant Notice”) to which these
  Terms and Conditions are attached (together with the Grant Notice, this
  “Agreement”). If specified as an ISO, such ISO will only be granted up to the
  allowable limit under IRS Regulations.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  This Option becomes exercisable in installments, as shown in the Grant
  Notice.

  

  No additional shares become
  exercisable after Optionee’s service in any one of the positions of employee,
  consultant or director of the Company (or a subsidiary of the Company) has
  terminated for any reason.

  
	
   

  	
   

  	
   

  
	
  Term

  	
   

  	
  This Option expires in any event on the Option Termination Date set
  forth in the Grant Notice, which in any event shall be no more than seven
  (7) years following the Grant Date set forth in the Grant Notice,
  subject to earlier termination as described below or in the Plan.

  
	
   

  	
   

  	
   

  
	
  Regular Termination

  	
   

  	
  If Optionee’s service in any one of the positions of an employee,
  consultant or director of the Company or a subsidiary of the Company
  terminates for any reason except death or total and permanent disability,
  then this Option will expire at the close of business at Company headquarters
  on the date 90 days after Optionee’s termination date. The Company determines
  when Optionee’s service terminates for this purpose.

  
	
   

  	
   

  	
   

  
	
  Death

  	
   

  	
  If Optionee dies as an employee, consultant or director of the Company
  or a subsidiary of the Company, then this Option will expire at the close of
  business at Company headquarters on the date 12 months after the date of
  death.

  
	
   

  	
   

  	
   

  
	
  Disability

  	
   

  	
  If Optionee’s service as an employee, consultant or director of the
  Company or a subsidiary of the Company terminates because of Optionee’s total
  and permanent disability, then this Option will expire at the close of
  business at Company headquarters on the date 12 months after Optionee’s
  termination date.

  

  For all purposes under this
  Agreement, “total and permanent disability” means that Optionee is unable to
  engage in any substantial gainful activity by reason of any medically
  determinable physical or mental impairment which can be expected to result in
  death or which has lasted, or can be expected to last, for a continuous
  period of not less than one year.

  
	
   

  	
   

  	
   

  
	
  Leaves of Absence

  	
   

  	
  For purposes of this option, Optionee’s service does not terminate
  when Optionee goes on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by
  the Company in writing and if continued crediting of service is required by
  the terms of the leave or by applicable law. But Optionee’s service
  terminates when the approved leave ends, unless Optionee immediately return
  to active work. Vesting will be suspended during leave of absence unless
  continued vesting was approved by the Company in writing.

  
	
   

  	
   

  	
   

  
	
  Restrictions on Exercise

  	
   

  	
  The Company will not permit Optionee to exercise this Option if the
  issuance of shares at that time would violate any law or regulation.

  
	
   

  	
   

  	
   

  
	
  Notice of Exercise

  	
   

  	
  When Optionee wishes to exercise this Option, Optionee must contact
  the Company’s preferred broker. The preferred broker will notify the Company
  of Optionee’s intent to exercise. With the Company’s approval, Optionee may
  notify the Company by filing the proper “Notice of Exercise” form. Optionee’s
  notice must specify how many shares Optionee wishes to purchase. Optionee’s
  notice must also specify method of receipt of shares (physical certificate or
  transferred electronically to Optionee’s broker). The notice will be
  effective when it is received along with the full payment of the exercise
  price and any applicable taxes by the Company.

  

  If someone else wants to
  exercise this Option after Optionee’s death, that person must prove to the
  Company’s satisfaction that he or she is entitled to do so.

  



 

















 


	
  Form of Payment

  	
   

  	
  When Optionee submits a notice of exercise, Optionee must include
  payment of the option exercise price for the shares Optionee is purchasing.
  Payment may be made in cash or cash equivalents (Optionee’s personal check, a
  cashier’s check or a money order) or, unless otherwise determined by the
  Committee, by the following means:

  



 


	
   

  	
  ·

  	
  Irrevocable directions to a securities broker approved by the Company
  to sell all or part of Optionee’s option shares and to deliver to the Company
  from the sale proceeds an amount sufficient to pay the option exercise price
  and any withholding taxes. (The balance of the sale proceeds, if any, will be
  delivered to Optionee.) The directions must be given by signing a special
  “Notice of Exercise” form provided by the Company.



  
	
   

  	
  In addition, to the extent permitted by the Committee and applicable
  law, payment may be made by one of the following means:



  
	
   

  	
  ·

  	
  Certificates for shares of Company stock that Optionee owns, along
  with any forms needed to effect a transfer of those shares to the Company.
  The value of the shares, determined as of the effective date of the option
  exercise, will be applied to the option exercise price. Instead of
  surrendering shares of Company stock, Optionee may attest to the ownership of
  those shares on a form provided by the Company and have the same number of
  shares subtracted from the option shares issued to Optionee. However, Optionee
  may not surrender, or attest to the ownership of, shares of Company stock in
  payment of the exercise price if Optionee’s action would cause the Company to
  recognize compensation expense (or additional compensation expense) with
  respect to this Option for financial reporting purposes.

  
	
   

  	
   

  	
   

  
	
   

  	
  ·

  	
  Such other form as approved by the Committee, or any combination of
  the foregoing.

  



 


	
  Withholding Taxes and Stock Withholding

  	
   

  	
  Optionee will not be allowed to exercise this Option unless Optionee
  makes arrangements acceptable to the Company to pay any withholding taxes
  that may be due as a result of the option exercise, which payment shall be by
  one of the methods as set forth above for form of payment of the exercise
  price. In addition, the Committee may (but shall not be required) to permit
  withholding shares of Company stock that otherwise would be issued to
  Optionee when Optionee exercises this Option. The value of these shares,
  determined as of the effective date of the option exercise, will be applied
  to the withholding taxes in an amount up to the statutory minimum withholding
  obligations.

  
	
   

  	
   

  	
   

  
	
  Restrictions on Resale

  	
   

  	
  By exercising the Option, Optionee agrees not to sell any option
  shares at a time when applicable laws, Company policies (including the
  Insider Trading Policy) or an agreement between the Company and its
  underwriters prohibit a sale. This restriction will apply as long as Optionee
  is an employee, consultant or director of the Company or a subsidiary of the
  Company.

  
	
   

  	
   

  	
   

  
	
  Transfer of Option

  	
   

  	
  Prior to Optionee’s death, only Optionee may exercise this Option.
  Optionee cannot transfer or assign this Option. For instance, Optionee may
  not sell this Option or use it as security for a loan. If Optionee attempts
  to do any of these things, this Option will immediately become invalid.
  Optionee may, however, dispose of this Option in Optionee’s will or a
  beneficiary designation.

  

  Regardless of any marital
  property settlement agreement, the Company is not obligated to honor a notice
  of exercise from Optionee’s former spouse, nor is the Company obligated to
  recognize Optionee’s former spouse’s interest in Optionee’s option in any
  other way.

  
	
   

  	
   

  	
   

  
	
  Exchange of Unexercised Options for SAR

  	
   

  	
  The Company shall have the ability at any time, to substitute stock
  appreciation rights (“SARs”) for
  all of Optionee’s unexercised Options. The grant price of a substitute SAR
  shall be equal to the exercise price of the replaced Option. Upon exercise of
  an SAR, Optionee shall receive from the Company an amount equal to
  (i) the number of Common Shares with respect to which the SAR is
  exercised multiplied by (ii) the excess of the fair market value of a
  Common Share on the exercise date over the grant price of the SAR, payable in
  Common Shares.

  
	
   

  	
   

  	
   

  
	
  Retention Rights

  	
   

  	
  Neither the Option nor this Agreement give Optionee the right to be
  retained by the Company or a subsidiary of the Company in any capacity. The
  Company and its subsidiaries reserve the right to terminate Optionee’s
  employment or service at any time, with or without cause.

  
	
   

  	
   

  	
   

  
	
  Stockholder Rights

  	
   

  	
  Optionee, or Optionee’s estate or heirs, has no rights as a
  stockholder of the Company until Optionee has exercised this Option by giving
  the required notice to the Company and paying the exercise price. No
  adjustments are made for dividends or other rights if the applicable record
  date occurs before Optionee exercises this Option, except as described in the
  Plan.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

  	
  In the event of a stock split, a stock dividend or a similar change in
  Company stock, the number of shares covered by this Option and the exercise
  price per share may be adjusted pursuant to the Plan.

  
	
   

  	
   

  	
   

  
	
  Applicable Law

  	
   

  	
  This Agreement will be interpreted and enforced under the laws of the
  State of Delaware (without regard to their choice-of-law provisions).

  



 

















 


	
  The Plan and

  Other Agreements

  	
   

  	
  The text of the Plan is incorporated in this Agreement by reference.

  

  This Agreement and the Plan
  constitute the entire understanding between Optionee and the Company
  regarding this Option. Any prior agreements, commitments or negotiations
  concerning this Option are superseded. This Agreement may be amended only by
  another written agreement.

  



 


BY ACCEPTING THIS AWARD, OPTIONEE AGREES TO
ALL OF THE TERMS AND CONDITIONS DESCRIBED IN THIS AGREEMENT AND IN THE PLAN.