EXHIBIT 10.26


 


AFFYMETRIX,
INC. RESTRICTED STOCK AGREEMENT


 


	
  Name

  	
   

  	
   

  	
  Grant Number:

  	
   

  	
   

  
	
  Address1

  	
   

  	
   

  	
  ID:

  	
   

  	
   

  
	
  City, State, Zip Code

  	
  Plan:

  	
  Amended & Restated 2000 Equity
  Incentive Plan

  
	
   

  	
   

  	
   

  
							



 


This
Restricted Stock Agreement (the “Agreement”), is
made and entered into between AFFYMETRIX, INC., a Delaware corporation (the “Company”)
and             (“Recipient”) residing at the above address.


 


THE PARTIES
AGREE AS FOLLOWS:


 


1.             Grant of Restricted Stock.  In consideration for Recipient’s services
rendered to the Company, the Company hereby grants to the Recipient restricted
shares of common stock of the Company as specified below (the “Restricted Shares”), subject to (i) the Terms and
Conditions of Grant 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 Grant, the following terms shall have the meanings set
forth in this Section 2.


 


	
  Grant Date:

  	
   

  
	
  Number of Shares:

  	
   

  
	
  Vesting Commencement Date:

  	
   

  
	
  Vesting Schedule:

  	
   

  



 


 


	
  AFFYMETRIX, INC.

  	
  RECIPIENT:

  
	
   

  	
   

  
	
  By: 

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Date: 

  	
   

  	
   

  
						



 

















 


Exhibit A


 


AFFYMETRIX,
INC.


 


TERMS AND
CONDITIONS OF GRANT


 


1.        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) 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.


 


2.        Vesting.  The
Restricted Shares shall become vested and non-forfeitable in installments, as
shown in the Restricted Stock Grant Agreement. 
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.


 


3.        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.


 


4.        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.


 


5.        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 above and have been issued to
Recipient.  Recipient further agrees not
to sell, transfer or otherwise dispose of any shares at a time when 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.


 


6.        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.


 


7.        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.


 


8.        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.


 


9.        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.


 


10.      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).


 


11.      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 SIGNING THE COVER SHEET OF THIS AGREEMENT, RECIPIENT AGREES TO ALL
OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.


 


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