Exhibit 10.24


 





 


AFFYMETRIX, INC.


RESTRICTED STOCK 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 Restricted Stock.  In consideration for
Recipient’s services rendered to the Company, AFFYMETRIX, INC., a Delaware
corporation (the “Company”) hereby grants to <First and Last Name>
(“Recipient”) restricted shares of common stock of the Company as specified
below (the “Restricted Shares”), subject to (i) the Terms and Conditions
of Restricted Shares attached as Exhibit A, and (ii) the Affymetrix, Inc.
Amended & Restated 2000 Equity Incentive Plan (as amended from time to
time, the “Plan”) incorporated herein by reference.


 


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


 


	
  Grant Date:

  
	
  Number of Shares:

  
	
  Vesting Commencement Date:

  
	
   

  
	
  Vesting Schedule:

  



 


	
  Shares

  	
   

  	
  Full Vest

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


AFFYMETRIX,
INC.


 


 


	
  By:

  	
   

  



 


 

















 


Exhibit A


 


TERMS AND CONDITIONS OF RESTRICTED SHARES


 


1.       Grant.  Pursuant to the Restricted Stock Grant Notice
(the “Grant Notice”) to which these Terms and
Conditions are attached (together with the Grant Notice, this “Agreement”), AFFYMETRIX, INC., a Delaware corporation (the “Company”),
has granted to Recipient the right to receive the number of Restricted Shares
under the Plan as set forth in the Grant Notice (terms used but not defined
herein have the meaning set forth in the Grant Notice or the Plan).


 


2.       Tax
Treatment.  Any withholding
tax liabilities incurred in connection with the Restricted Shares becoming
vested and non-forfeitable or otherwise incurred in connection with the
Restricted Shares and any other amounts or rights hereunder shall be satisfied
by (x) only at the option and request of the Company, Recipient paying to
the Company in cash or by check an amount equal to the minimum amount of taxes
that the Company concludes it is required to withhold under applicable law
within one business day of the day the tax event arises or (y) unless not
permitted by the Committee or the Board, the Company withholding a portion of
the Restricted Shares that have vested and become non-forfeitable having a fair
market value approximately equal to the minimum amount of taxes that the
Company concludes it is required to withhold under applicable law.  Notwithstanding the foregoing, Recipient
acknowledges and agrees that he or she is responsible for all taxes that arise
in connection with the Restricted Shares becoming vested and non-forfeitable or
otherwise incurred in connection with the Restricted Shares.  The Company shall not be obligated to release
any shares to Recipient unless and until satisfactory arrangements to pay such
withholding taxes have been made and shall be entitled to withhold from any
amounts or shares due to you hereunder or otherwise in an amount sufficient to
pay its withholding obligations.


 


3.       Vesting.
 The Restricted Shares shall become
vested and non-forfeitable in installments, as shown in the Grant Notice.  No additional shares become vested after
Recipient’s service in any one of the positions of an employee, consultant or
director of the Company (or a subsidiary of the Company) has terminated for any
reason.


 


4.       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 terminates for any reason, then all
Restricted Shares that have not vested on or before the date of termination of
service shall automatically be forfeited to the Company and all of Recipient’s
rights with respect thereto shall cease immediately upon termination. The
Company determines when Recipient’s service terminates for this purpose.


 


5.       Leaves of
Absence.  For purposes of this
Agreement, service does not terminate as a result of 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; provided that
service shall terminate when the approved leave ends, unless Recipient
immediately returns to active work.


 


6.       Restrictions
on Transfer.  Recipient may
not sell, transfer, pledge or otherwise dispose of any of the Restricted Shares
until after the applicable shares have become vested and non-forfeitable on the
schedule set forth in the Grant Notice and have been issued to Recipient.  Recipient further agrees not to sell,
transfer or otherwise dispose of any shares at a time when 


 


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applicable laws or Company
policies prohibit a sale, transfer, pledge or other disposition.  Recipient agrees that, in order to ensure
compliance with the restrictions referred to herein, the Company may issue
appropriate “stop transfer” instructions to its transfer agent.  The Company shall not be required (i) to
transfer on its books any Restricted Shares that have been sold or otherwise
transferred in violation of any of the provisions of this Agreement or (ii) to
treat as owner of such Restricted Shares or to accord the right to vote or pay
dividends to any purchaser or other transferee to whom such Restricted Shares
shall have been so transferred.


 


7.       Stock
Certificates.  Certificates
evidencing the Restricted Shares shall be issued by the Company and registered
in the name of Recipient on the stock transfer books of the Company.  Unless otherwise determined by the Committee
or the Board, such certificates shall remain in the physical custody of the
Company or its designee at all times until the applicable shares have become
vested and non-forfeitable.


 


8.       Stockholder
Rights.  Recipient will have the
same voting and other rights as the Company’s other stockholders with respect
to each Restricted Share until or unless such Restricted Share is forfeited
pursuant to Section 2 hereof.  Any
additional shares of Common Stock or other amounts that become payable to
Recipient as a result of capitalization adjustments under the Plan shall remain
subject to forfeiture pursuant to Section 2 hereof and the same
restrictions as the existing Restricted Shares, unless otherwise determined by
the Committee or the Board.


 


9.       No Retention
Rights.  The Restricted Shares
and this Agreement do not give Recipient 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 Recipient’s service at any time,
with or without cause.


 


10.     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 Agreement may be adjusted pursuant to the Plan.


 


11.     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).


 


12.     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 Recipient and the Company regarding
this Agreement. Any prior agreements, commitments or negotiations concerning
the Restricted Shares are superseded. This Agreement may be amended only by another
written agreement, signed by both parties.


 


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


 


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