Exhibit 10.1


 


EXELIXIS, INC.


2000 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN


 


STOCK OPTION AGREEMENT


(NONSTATUTORY STOCK OPTION)


 


Pursuant
to your Certificate of Stock Option
Grant on the Smith Barney Stock Plan Services website (“the Grant
Certificate”) and this Stock Option Agreement, Exelixis, Inc. (the “Company”)
has granted you an option under its 2000 Non-Employee Directors’ Stock Option
Plan (the “Plan”) to purchase the number of shares of the Company’s Common
Stock indicated in your Grant Certificate
at the exercise price indicated in your Grant Certificate.  Defined terms
not explicitly defined in this Stock Option Agreement but defined in the Plan
shall have the same definitions as in the Plan.


 


The details of your option are as follows:


 


1.                                      VESTING.  Subject to the limitations
contained herein, your option will vest as provided in your Grant Certificate, provided that vesting
will cease upon the termination of your Continuous Service.


 


2.                                      NUMBER OF SHARES AND EXERCISE PRICE.  The
number of shares of Common Stock subject to your option and your exercise price
per share referenced in your Grant Certificate may
be adjusted from time to time for Capitalization Adjustments, as provided in
the Plan.


 


3.                                      EXERCISE PRIOR TO VESTING (“EARLY EXERCISE”).  Subject
to the provisions of your option, you may elect at any time that is both (i)
during the period of your Continuous Service and (ii) during the term of your
option, to exercise all or part of your option, including the nonvested portion
of your option; provided, however, that:


 


(a)                                  a partial exercise of your option shall be deemed
to cover first vested shares of Common Stock and then the earliest vesting
installment of unvested shares of Common Stock;


 


(b)                                  any shares of Common Stock so purchased from
installments that have not vested as of the date of exercise shall be subject
to the purchase option in favor of the Company as described in the Company’s
form of Early Exercise Stock Purchase Agreement; and


 


(c)                                  you shall enter into the Company’s form of Early Exercise
Stock Purchase Agreement with a vesting schedule that will result in the
same vesting as if no early exercise had occurred.


 


4.                                      METHOD OF PAYMENT.  Payment
of the exercise price is due in full upon exercise of all or any part of your
option.  You may elect to make payment of
the exercise price in cash or by check or by one or more of the following:


 


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(a)                                  Provided that at the time of exercise the Common
Stock is publicly traded and quoted regularly in The Wall
Street Journal, pursuant to a program developed under Regulation T
as promulgated by the Federal Reserve Board that, prior to the issuance of
Common Stock, results in either the receipt of cash (or check) by the Company
or the receipt of irrevocable instructions to pay the aggregate exercise price
to the Company from the sales proceeds.


 


(b)                                  Provided that at the time of exercise the Common
Stock is publicly traded and quoted regularly in The Wall
Street Journal, by delivery of already-owned shares of Common Stock
either that you have held for the period required to avoid a charge to the
Company’s reported earnings (generally six months) or that you did not acquire,
directly or indirectly from the Company, that are owned free and clear of any
liens, claims, encumbrances or security interests, and that are valued at Fair
Market Value on the date of exercise.  “Delivery”
for these purposes, in the sole discretion of the Company at the time you
exercise your option, shall include delivery to the Company of your attestation
of ownership of such shares of Common Stock in a form approved by the
Company.  Notwithstanding the foregoing,
you may not exercise your option by tender to the Company of Common Stock to
the extent such tender would violate the provisions of any law, regulation or
agreement restricting the redemption of the Company’s stock.


 


5.                                      WHOLE SHARES.  You may exercise your option
only for whole shares of Common Stock.


 


6.                                      SECURITIES LAW COMPLIANCE. 
Notwithstanding anything to the contrary contained herein, you may not
exercise your option unless the shares of Common Stock issuable upon such
exercise are then registered under the Securities Act or, if such shares of
Common Stock are not then so registered, the Company has determined that such exercise
and issuance would be exempt from the registration requirements of the
Securities Act.  The exercise of your
option must also comply with other applicable laws and regulations governing
your option, and you may not exercise your option if the Company determines
that such exercise would not be in material compliance with such laws and
regulations.


 


7.                                      TERM.  The term of your option
commences on the Date of Grant and expires upon the earliest
of the following:


 


(a)                                  three (3) months after the termination of your
Continuous Service for any reason other than your Disability or death, provided
that if during any part of such three- (3-) month period your option is not
exercisable solely because of the condition set forth in the preceding
paragraph relating to “Securities Law Compliance,” your option shall not expire
until the earlier of the Expiration Date or until it shall have been
exercisable for an aggregate period of three (3) months after the termination
of your Continuous Service;


 


(b)                                  twelve (12) months after the termination of your
Continuous Service due to your Disability;


 


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(c)                                  eighteen (18) months after your death if you die
either during your Continuous Service or within three (3) months after your
Continuous Service terminates; or


 


(d)                                  the Expiration Date indicated in your Grant Certificate.


 


8.                                      EXERCISE.


 


(a)                                  You may exercise your option during its term by
delivering a Cash Letter of
Authorization or other appropriate form (in a form designated by the
Company) together with the exercise price to the Secretary of the Company, or
to such other person as the Company may designate, during regular business
hours, together with such additional documents as the Company may then require.


 


(b)                                  By exercising your option you agree that, as a
condition to any exercise of your option, the Company may require you to enter
into an arrangement providing for the payment by you to the Company of any tax
withholding obligation of the Company arising by reason of the exercise of your
option.


 


(c)                                  TRANSFERABILITY. Your option is not transferable, except (i) by will or by the laws of
descent and distribution, and (ii) to such further extent as permitted by the
Rule as to Use of Form S-8 specified in the General Instructions of the Form
S-8 Registration Statement under the Securities Act.  Your option is exercisable during your life
only by you or a transferee satisfying the above-stated conditions. The right of a transferee to exercise
the transferred portion of your option after termination of your Continuous
Service shall terminate in accordance with your right to exercise your option
as specified in your option.  In the
event that your Continuous Service terminates due to your death, your
transferee will be treated as a person who acquired the right to exercise your
option by bequest or inheritance.  In
addition to the foregoing, the Company may
require, as a condition of the transfer of your option to a trust or by gift,
that your transferee enter into an option transfer agreement provided by, or
acceptable to, the Company.  The
terms of your option shall be binding upon your transferees, executors,
administrators, heirs, successors, and assigns. 
Notwithstanding the foregoing, by
delivering written notice to the Company, in a form satisfactory to the
Company, you may designate a third party who, in the event of your death, shall
thereafter be entitled to exercise your option.


 


9.                                      OPTION NOT A SERVICE CONTRACT.  Your
option is not an employment or service contract, and nothing in your option
shall be deemed to create in any way whatsoever any obligation on your part to
continue in the employ of the Company or an Affiliate, or of the Company or an
Affiliate to continue your employment. 
In addition, nothing in your option shall obligate the Company or an
Affiliate, their respective stockholders, Boards of Directors, Officers or
Employees to continue any relationship that you might have as a Director or
Consultant for the Company or an Affiliate.


 


10.                               NOTICES.  Any notices provided for in your option or
the Plan shall be given in writing and shall be deemed effectively given upon
receipt or, in the case of notices delivered by mail by the Company to you,
five (5) days after deposit in the United States mail, postage prepaid, addressed
to you at the last address you provided to the Company.


 


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11.                               GOVERNING PLAN DOCUMENT.  Your option is subject to all the provisions
of the Plan, the provisions of which are hereby made a part of your option, and
is further subject to all interpretations, amendments, rules and regulations
which may from time to time be promulgated and adopted pursuant to the
Plan.  In the event of any conflict
between the provisions of your option and those of the Plan, the provisions of
the Plan shall control.


 


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