2001 Director Plan




 

  EXHIBIT 4.1

 


CELL GENESYS, INC.

2001 DIRECTOR OPTION PLAN



	Purposes of the Plan.  The purposes of this 2001
Director Option Plan are to attract and retain the best available personnel for
service as Outside Directors (as defined herein) of the Company, to provide
additional incentive to the Outside Directors of the Company to serve as
Directors, and to encourage their continued service on the Board.

All options granted hereunder shall be nonstatutory stock options.

	Definitions.  As used herein, the following definitions shall
apply:

	"Board" means the Board of Directors of the Company.
	"Code" means the Internal Revenue Code of 1986, as
amended.
	"Common Stock" means the common stock of the Company.
	"Company" means Cell Genesys, Inc., a Delaware
corporation.
	"Director" means a member of the Board.
	"Disability" means total and permanent disability as
defined in section 22(e)(3) of the Code.
	"Employee" means any person, including officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a Director's fee by the Company shall not be sufficient in and of
itself to constitute "employment" by the Company.
	"Exchange Act" means the Securities Exchange Act of 1934,
as amended.
	"Fair Market Value" means, as of any date, the value of
Common Stock determined as follows:

	If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the Nasdaq National Market
or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
shall be the closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on such exchange or system for the last market trading
day prior to the time of determination as reported in The Wall Street
Journal or such other source as the Administrator deems reliable;
	If the Common Stock is regularly quoted by a recognized securities dealer
but selling prices are not reported, the Fair Market Value of a Share of Common
Stock shall be the mean between the high bid and low asked prices for the Common
Stock for the last market trading day prior to the time of determination, as
reported in The Wall Street Journal or such other source as the Board
deems reliable; or
	In the absence of an established market for the Common Stock, the Fair
Market Value thereof shall be determined in good faith by the Board.



	"Inside Director" means a Director who is an Employee.
	"Option" means a stock option granted pursuant to the
Plan.
	"Optioned Stock" means the Common Stock subject to an
Option.
	"Optionee" means a Director who holds an Option.
	"Outside Director" means a Director who is not an Employee.

	"Parent" means a "parent corporation," whether
now or hereafter existing, as defined in Section 424(e) of the Code.
	"Plan" means this 2001 Director Option Plan.
	"Share" means a share of the Common Stock, as adjusted in
accordance with Section 10 of the Plan.
	"Subsidiary" means a "subsidiary corporation,"
whether now or hereafter existing, as defined in Section 424(f) of the
Internal Revenue Code of 1986.

	Stock Subject to the Plan.  Subject to the
provisions of Section 10 of the Plan, the maximum aggregate number of Shares
which may be optioned and sold under the Plan is 300,000 Shares (the
"Pool").  The Shares may be authorized, but unissued, or reacquired
Common Stock.  

If an Option expires or becomes unexercisable without having been exercised
in full, the unpurchased Shares which were subject thereto shall become
available for future grant or sale under the Plan (unless the Plan has
terminated).  Shares that have actually been issued under the Plan shall not be
returned to the Plan and shall not become available for future distribution
under the Plan.

	Administration and Grants of Options under the Plan.


	Procedure for Grants.  All grants of Options to Outside Directors
under this Plan shall be automatic and nondiscretionary and shall be made
strictly in accordance with the following provisions:

	No person shall have any discretion to select which Outside Directors shall
be granted Options or to determine the number of Shares to be covered by
Options.
	Each person who becomes an Outside Director, following approval of this Plan
by the shareholders of the Company as described in Section 16 of this Plan,
shall be automatically granted an Option to purchase 30,000 Shares (the
"First Option") on the date on which the later of the following events
occurs:  (A) the effective date of this Plan, as determined in accordance
with Section 6 hereof, or (B) the date on which such person first
becomes an Outside Director, whether through election by the shareholders of the
Company or appointment by the Board to fill a vacancy; provided, however, that
an Inside Director who ceases to be an Inside Director but who remains a
Director shall not receive a First Option. 
	Each Outside Director shall be automatically granted an Option to purchase
7,500 Shares (a "Subsequent Option") on June 30 of each year provided
he or she is then an Outside Director and if as of such date, he or she shall
have served on the Board for at least the preceding twelve (12) months.
	Notwithstanding the provisions of subsections (ii) and (iii) hereof, any
exercise of an Option granted before the Company has obtained shareholder
approval of the Plan in accordance with Section 16 hereof shall be conditioned
upon obtaining such shareholder approval of the Plan in accordance with Section
16 hereof.
	The terms of a First Option granted hereunder shall be as follows:

	the term of the First Option shall be ten (10) years.
	the First Option shall be exercisable only while the Outside Director
remains a Director of the Company, except as set forth in Sections 8 and 10
hereof.
	the exercise price per Share shall be 100% of the Fair Market Value per
Share on the date of grant of the First Option.
	subject to Section 10 hereof, the First Option shall become exercisable as
to twenty-five percent of the Shares subject to the First Option on each
anniversary of its date of grant, provided that the Optionee continues to serve
as a Director on such dates.



	The terms of a Subsequent Option granted hereunder shall be as follows:

	the term of the Subsequent Option shall be ten (10) years.
	the Subsequent Option shall be exercisable only while the Outside Director
remains a Director of the Company, except as set forth in Sections 8 and 10
hereof.
	the exercise price per Share shall be 100% of the Fair Market Value per
Share on the date of grant of the Subsequent Option. 
	subject to Section 10 hereof, the Subsequent Option shall become exercisable
as to 100% of the Shares subject to the Subsequent Option on date of grant,
provided that the Optionee continues to serve as a Director on such
dates.



	In the event that any Option granted under the Plan would cause the number
of Shares subject to outstanding Options plus the number of Shares previously
purchased under Options to exceed the Pool, then the remaining Shares available
for Option grant shall be granted under Options to the Outside Directors on a
pro rata basis.  No further grants shall be made until such time, if any, as
additional Shares become available for grant under the Plan through action of
the Board or the shareholders to increase the number of Shares which may be
issued under the Plan or through cancellation or expiration of Options
previously granted hereunder.

	Eligibility.  Options may be granted only to Outside Directors.  All
Options shall be automatically granted in accordance with the terms set forth in
Section 4 hereof. 

The Plan shall not confer upon any Optionee any right with respect to
continuation of service as a Director or nomination to serve as a Director, nor
shall it interfere in any way with any rights which the Director or the Company
may have to terminate the Director's relationship with the Company at any
time.

	Term of Plan.  The Plan shall become effective upon the
earlier to occur of its adoption by the Board or its approval by the
shareholders of the Company as described in Section 16 of the Plan.  It
shall continue in effect for a term of ten (10) years unless sooner terminated
under Section 11 of the Plan.

	Form of Consideration.  The consideration to be paid for the Shares
to be issued upon exercise of an Option, including the method of payment, shall
consist of (i) cash, (ii) check, (iii) other shares which
(x) 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
(y) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option shall be
exercised, (iv) consideration received by the Company under a cashless
exercise program implemented by the Company in connection with the Plan, or
(v) any combination of the foregoing methods of payment.

	Exercise of Option.


	Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable at such times as are set forth in
Section 4 hereof; provided, however, that no Options shall be exercisable
until shareholder approval of the Plan in accordance with Section 16 hereof
has been obtained.

An Option may not be exercised for a fraction of a Share.

An Option shall be deemed to be exercised when written notice of such
exercise has been given to the Company in accordance with the terms of the
Option by the person entitled to exercise the Option and full payment for the
Shares with respect to which the Option is exercised has been received by the
Company.  Full payment may consist of any consideration and method of payment
allowable under Section 7 of the Plan.  Until the issuance (as evidenced by
the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company) of the stock certificate evidencing such Shares,
no right to vote or receive dividends or any other rights as a shareholder shall
exist with respect to the Optioned Stock, notwithstanding the exercise of the
Option.  A share certificate for the number of Shares so acquired shall be
issued to the Optionee as soon as practicable after exercise of the Option. No
adjustment shall be made for a dividend or other right for which the record date
is prior to the date the stock certificate is issued, except as provided in
Section 10 of the Plan.

Exercise of an Option in any manner shall result in a decrease in the number
of Shares which thereafter may be available, both for purposes of the Plan and
for sale under the Option, by the number of Shares as to which the Option is
exercised.

	Termination of Continuous Status as a Director.  Subject to
Section 10 hereof, in the event an Optionee's status as a Director terminates
(other than upon the Optionee's death or Disability), the Optionee may exercise
his or her Option, but only within three (3) months following the date of such
termination, and only to the extent that the Optionee was entitled to exercise
it on the date of such termination (but in no event later than the expiration of
its ten (10) year term).  To the extent that the Optionee was not entitled to
exercise an Option on the date of such termination, and to the extent that the
Optionee does not exercise such Option (to the extent otherwise so entitled)
within the time specified herein, the Option shall terminate.

	Disability of Optionee.  In the event Optionee's status as a Director
terminates as a result of Disability, the Optionee may exercise his or her
Option, but only within twelve (12) months following the date of such
termination, and only to the extent that the Optionee was entitled to exercise
it on the date of such termination (but in no event later than the expiration of
its ten (10) year term).  To the extent that the Optionee was not entitled to
exercise an Option on the date of termination, or if he or she does not exercise
such Option (to the extent otherwise so entitled) within the time specified
herein, the Option shall terminate.

	Death of Optionee.  In the event of an Optionee's death,
the Optionee's estate or a person who acquired the right to exercise the Option
by bequest or inheritance may exercise the Option, but only within twelve (12)
months following the date of death, and only to the extent that the Optionee was
entitled to exercise it on the date of death (but in no event later than the
expiration of its ten (10) year term).  To the extent that the Optionee was
not entitled to exercise an Option on the date of death, and to the extent that
the Optionee's estate or a person who acquired the right to exercise such Option
does not exercise such Option (to the extent otherwise so entitled) within the
time specified herein, the Option shall terminate.

	Non-Transferability of Options.  The Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent or distribution and may be exercised, during the
lifetime of the Optionee, only by the Optionee.

	Adjustments Upon Changes in Capitalization,
Dissolution, Merger or Asset Sale. 


	Changes in Capitalization.  Subject to any required action by the
shareholders of the Company, the number of Shares covered by each outstanding
Option, the number of Shares which have been authorized for issuance under the
Plan but as to which no Options have yet been granted or which have been
returned to the Plan upon cancellation or expiration of an Option, as well as
the price per Share covered by each such outstanding Option, and the number of
Shares issuable pursuant to the automatic grant provisions of Section 4 hereof
shall be proportionately adjusted for any increase or decrease in the number of
issued Shares resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or
decrease in the number of issued Shares effected without receipt of
consideration by the Company; provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been
"effected without receipt of consideration."  Except as expressly
provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no
adjustment by reason thereof shall be made with respect to, the number or price
of Shares subject to an Option.

	Dissolution or Liquidation.  In the event of the proposed dissolution
or liquidation of the Company, to the extent that an Option has not been
previously exercised, it shall terminate immediately prior to the consummation
of such proposed action.

	Merger or Asset Sale.  In the event of a merger of the Company with
or into another corporation or the sale of substantially all of the assets of
the Company, outstanding Options may be assumed or equivalent options may be
substituted by the successor corporation or a Parent or Subsidiary thereof (the
"Successor Corporation").  If an Option is assumed or substituted for,
the Option or equivalent option shall continue to be exercisable as provided in
Section 4 hereof for so long as the Optionee serves as a Director or a director
of the Successor Corporation.  Following such assumption or substitution, if the
Optionee's status as a Director or director of the Successor Corporation, as
applicable, is terminated other than upon a voluntary resignation by the
Optionee, the Option or option shall become fully exercisable, including as to
Shares for which it would not otherwise be exercisable.  Thereafter, the Option
or option shall remain exercisable in accordance with Sections 8(b) through (d)
above.

If the Successor Corporation does not assume an outstanding Option or
substitute for it an equivalent option, the Option shall become fully vested and
exercisable, including as to Shares for which it would not otherwise be
exercisable.  In such event the Board shall notify the Optionee that the Option
shall be fully exercisable for a period of thirty (30) days from the date of
such notice, and upon the expiration of such period the Option shall terminate.


For the purposes of this Section 10(c), an Option shall be considered assumed
if, following the merger or sale of assets, the Option confers the right to
purchase or receive, for each Share of Optioned Stock subject to the Option
immediately prior to the merger or sale of assets, the consideration (whether
stock, cash, or other securities or property) received in the merger or sale of
assets by holders of Common Stock for each Share held on the effective date of
the transaction (and if holders were offered a choice of consideration, the type
of consideration chosen by the holders of a majority of the outstanding Shares).
If such consideration received in the merger or sale of assets is not solely
common stock of the successor corporation or its Parent, the Administrator may,
with the consent of the successor corporation, provide for the consideration to
be received upon the exercise of the Option, for each Share of Optioned Stock
subject to the Option, to be solely common stock of the successor corporation or
its Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger or sale of assets.

	Amendment and Termination of the Plan.


	Amendment and Termination.  The Board may at any time amend, alter,
suspend, or discontinue the Plan, but no amendment, alteration, suspension, or
discontinuation shall be made which would impair the rights of any Optionee
under any grant theretofore made, without his or her consent.  In addition, to
the extent necessary and desirable to comply with any applicable law,
regulation or stock exchange rule, the Company shall obtain shareholder approval
of any Plan amendment in such a manner and to such a degree as required.

	Effect of Amendment or Termination.  Any such
amendment or termination of the Plan shall not affect Options already granted
and such Options shall remain in full force and effect as if this Plan had not
been amended or terminated.

	Time of Granting Options.  The date of grant of an
Option shall, for all purposes, be the date determined in accordance with
Section 4 hereof.

	Conditions Upon Issuance of Shares.  Shares shall
not be issued pursuant to the exercise of an Option unless the exercise of such
Option and the issuance and delivery of such Shares pursuant thereto shall
comply with all relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Exchange Act, the rules and regulations
promulgated thereunder, state securities laws, and the requirements of any stock
exchange upon which the Shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.

As a condition to the exercise of an Option, the Company may require the
person exercising such Option to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares, if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned relevant provisions of law.

Inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been obtained.

	Reservation of Shares.  The Company, during the term of
this Plan, will at all times reserve and keep available such number of Shares as
shall be sufficient to satisfy the requirements of the Plan.

	Option Agreement.  Options shall be evidenced by written option
agreements in such form as the Board shall approve.

	Shareholder Approval.  The Plan shall be subject to approval by the
shareholders of the Company within twelve (12) months after the date the Plan is
adopted.  Such shareholder approval shall be obtained in the degree and manner
required under applicable state and federal law and any stock exchange
rules.