Exhibit
10.2


 


EXELIXIS,
INC.


2000 Equity Incentive Plan


 


Stock Option Agreement


(Incentive and Nonstatutory Stock Options)


 


Pursuant to your stock option
grant as evidenced by the 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 Equity Incentive 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;


 


(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; and


 


(d)           if your option is an incentive stock
option, then, as provided in the Plan, to the extent that the aggregate Fair
Market Value (determined at the time of grant) of the shares of Common Stock
with respect to which your option plus all other incentive stock options you
hold


 


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are exercisable for the first time by you during any calendar year
(under all plans of the Company and its Affiliates) exceeds one hundred
thousand dollars ($100,000), your option(s) or portions thereof that exceed
such limit (according to the order in which they were granted) shall be treated
as nonstatutory stock options.


 


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:


 


(a)           In the Company’s sole discretion at the time your
option is exercised and 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)           Immediately if termination of your Continuous
Service is for Cause;


 


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(b)           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;


 


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


 


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


 


(e)           the Expiration Date indicated in your Grant Certificate; or


 


(f)            the day before the tenth (10th) anniversary of
the Date of Grant.


 


If your option is an incentive stock option, note
that, to obtain the federal income tax advantages associated with an “incentive
stock option,” the Code requires that at all times beginning on the date of
grant of your option and ending on the day three (3) months before the date of
your option’s exercise, you must be an employee of the Company or an Affiliate,
except in the event of your death or Disability.  The Company has provided for extended
exercisability of your option under certain circumstances for your benefit but
cannot guarantee that your option will necessarily be treated as an “incentive
stock option” if you continue to provide services to the Company or an
Affiliate as a Consultant or Director after your employment terminates or if
you otherwise exercise your option more than three (3) months after the date
your employment terminates.


 


8.                                     Exercise.


 


(a)           You may exercise the 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 (1) the exercise of
your option, (2) the lapse of any substantial risk of forfeiture to which the
shares of Common Stock are subject at the time of exercise, or (3) the
disposition of shares of Common Stock acquired upon such exercise.


 


(c)           If your option is an incentive stock option, by
exercising your option you agree that you will notify the Company in writing
within fifteen (15) days after the date of any disposition of any of the shares
of the Common Stock issued upon exercise of your option that


 


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occurs
within two (2) years after the date of your option grant or within one (1) year
after such shares of Common Stock are transferred upon exercise of your option.


 


(d)           By exercising your option you agree that the
Company (or a representative of the underwriter(s)) may, in connection with the
first underwritten registration of the offering of any securities of the
Company under the Securities Act, require that you not sell, dispose of,
transfer, make any short sale of, grant any option for the purchase of, or
enter into any hedging or similar transaction with the same economic effect as
a sale, any shares of Common Stock or other securities of the Company held by
you, for a period of time specified by the underwriter(s) (not to exceed one
hundred eighty (180) days) following the effective date of the registration
statement of the Company filed under the Securities Act.  You further agree to execute and deliver such
other agreements as may be reasonably requested by the Company and/or the
underwriter(s) that are consistent with the foregoing or that are necessary to
give further effect thereto.  In order to
enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to your shares of Common Stock until the end of such
period.


 


9.             Transferability.  Your
option is not transferable, except by will or by the laws of descent and
distribution, and is exercisable during your life only by you.  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.


 


10.          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
shareholders, 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.


 


11.          Withholding
Obligations.


 


(a)           At the time you exercise your option, in whole or
in part, or at any time thereafter as requested by the Company, you hereby
authorize withholding from payroll and any other amounts payable to you, and
otherwise agree to make adequate provision for (including by means of a “cashless
exercise” pursuant to a program developed under Regulation T as promulgated by
the Federal Reserve Board to the extent permitted by the Company), any sums
required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection
with your option.


 


(b)           Upon your request and subject to approval by the
Company, in its sole discretion, and compliance with any applicable conditions
or restrictions of law, the Company may withhold from fully vested shares of
Common Stock otherwise issuable to you upon the exercise of your option a
number of whole shares of Common Stock having a Fair Market Value, determined
by the Company as of the date of exercise, not in excess of the minimum amount
of tax required to be withheld by law. 
If the date of determination of any tax withholding


 


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obligation is deferred to a date
later than the date of exercise of your option, share withholding pursuant to
the preceding sentence shall not be permitted unless you make a proper and
timely election under Section 83(b) of the Code, covering the aggregate number
of shares of Common Stock acquired upon such exercise with respect to which
such determination is otherwise deferred, to accelerate the determination of
such tax withholding obligation to the date of exercise of your option.  Notwithstanding the filing of such election,
shares of Common Stock shall be withheld solely from fully vested shares of
Common Stock determined as of the date of exercise of your option that are
otherwise issuable to you upon such exercise. 
Any adverse consequences to you arising in connection with such share
withholding procedure shall be your sole responsibility.


 


(c)           You may not exercise your option unless the tax
withholding obligations of the Company and/or any Affiliate are satisfied.  Accordingly, you may not be able to exercise
your option when desired even though your option is vested, and the Company
shall have no obligation to issue a certificate for such shares of Common Stock
or release such shares of Common Stock from any escrow provided for herein.


 


12.          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.


 


13.          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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