Form of Director Stock Option Agreement under the 2010 Equity Incentive Plan



 Exhibit 10.4 
 MYRIAD GENETICS, INC. 
 Director Stock Option Grant Notice

 Non-Qualified Stock Option Grant under the Company’s 

2010 Employee, Director and Consultant Equity Incentive Plan 
 pursuant to the Company’s Non-Employee Director Compensation Policy 
  

					
	1.	  	Name and Address of Participant:	  	 
			
		  		  	 
			
		  		  	 
			
	2.	  	Date of Option Grant:	  	 
			
	3.	  	Maximum Number of Shares for which this Option is exercisable:	  	 
			
	4.	  	Exercise (purchase) price per share:	  	 
			
	5.	  	Option Expiration Date:	  	 
			
	6.	  	Vesting Start Date:	  	 
		
	7.	  	Vesting Schedule: This Option shall become exercisable in full (and the Shares issued upon exercise shall be vested) on [Insert Vesting Date] provided the
Participant is a director of the Company or of an Affiliate on such date.

 The foregoing rights are cumulative
and are subject to the other terms and conditions of this Agreement and the Plan. 
 The Company and the Participant acknowledge receipt of this
Stock Option Grant Notice and agree to the terms of the Stock Option Agreement attached hereto and incorporated by reference herein, the Company’s 2010 Employee, Director and Consultant Equity Incentive Plan and the terms of this Option Grant
as set forth above. 
  

					
	MYRIAD GENETICS, INC.
		
	By:	 	 
		 	Name:	 	 
		 	Title:	 	 


  

	
	
	  
	Participant1


  

	1	 The Participant’s manual signature may be replaced by electronic acceptance of the option. 









 MYRIAD GENETICS, INC. 

STOCK OPTION AGREEMENT - INCORPORATED TERMS AND CONDITIONS 

AGREEMENT made as of the date of grant set forth in the Stock Option Grant Notice by and between Myriad Genetics, Inc. (the
“Company”), a Delaware corporation, and the individual whose name appears on the Stock Option Grant Notice (the “Participant”). 
 WHEREAS, the Company desires to grant to the Participant an Option to purchase shares of its common stock, $0.01 par value per share (the “Shares”), under and for the purposes set forth in the
Company’s 2010 Employee, Director and Consultant Equity Incentive Plan (the “Plan”); 
 WHEREAS, the Company and
the Participant understand and agree that any terms used and not defined herein have the same meanings as in the Plan; and 

WHEREAS, the Company and the Participant each intend that the Option granted herein shall be a Non-Qualified Option. 

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth and for other good and valuable consideration, the parties
hereto agree as follows: 
  

	 	1.	GRANT OF OPTION. 

 The Company hereby grants to the Participant the right and option to purchase all or any part of an aggregate of the number of Shares set forth in the Stock Option Grant Notice, on the terms and
conditions and subject to all the limitations set forth herein, under United States securities and tax laws, and in the Plan, which is incorporated herein by reference. The Participant acknowledges receipt of a copy of the Plan. 

 

	 	2.	EXERCISE PRICE. 

 The exercise price of the Shares covered by the Option shall be the amount per Share set forth in the Stock Option Grant Notice, subject to adjustment, as provided in the Plan, in the event of a stock
split, reverse stock split or other events affecting the holders of Shares after the date hereof (the “Exercise Price”). Payment shall be made in accordance with Section 9 of the Plan. 

 

	 	3.	EXERCISABILITY OF OPTION. 

 Subject to the terms and conditions set forth in this Agreement and the Plan, the Option granted hereby shall become vested and exercisable as set forth in the Stock Option Grant Notice and is subject to
the other terms and conditions of this Agreement and the Plan. 
 Notwithstanding the foregoing, in the event of
a Change of Control (as defined in the Plan), all unvested Shares underlying this Option will be vested and exercisable for purposes of Section 24(b) of the Plan unless this Option has otherwise expired or been terminated pursuant to its terms
or the terms of the Plan. 








	 	4.	TERM OF OPTION. 

 This Option shall terminate on the Option Expiration Date as specified in the Stock Option Grant Notice, but shall be subject to earlier termination as provided herein or in the Plan. 

If the Participant ceases to be an Employee, director or Consultant of the Company or of an Affiliate for any reason other
than the death or Disability of the Participant, or termination of the Participant for Cause (the “Termination Date”), the Option to the extent then vested and exercisable pursuant to Section 3 hereof as of the Termination Date, and
not previously terminated in accordance with this Agreement, may be exercised within the originally prescribed term of the Option, but may not be exercised thereafter. In such event, the unvested portion of the Option shall not be exercisable and
shall expire and be cancelled on the Termination Date. 
 In the event the Participant’s service is
terminated by the Company or an Affiliate for Cause, the Participant’s right to exercise any unexercised portion of this Option even if vested shall cease immediately as of the time the Participant is notified his or her service is terminated
for Cause, and this Option shall thereupon terminate. Notwithstanding anything herein to the contrary, if subsequent to the Participant’s termination, but prior to the exercise of the Option, the Administrator determines that, either prior or
subsequent to the Participant’s termination, the Participant engaged in conduct which would constitute Cause, then the Participant shall immediately cease to have any right to exercise the Option and this Option shall thereupon terminate.

 In the event of the Disability of the Participant, as determined in accordance with the Plan, the Option shall
be exercisable: 
  

	 	(a)	to the extent that the Option has become exercisable but has not been exercised as of the date of the Participant’s termination of service due to Disability; and


  

	 	(b)	in the event rights to exercise the Option accrue periodically, to the extent of a pro rata portion through the date of the Participant’s termination of service
due to Disability of any additional vesting rights that would have accrued on the next vesting date had the Participant not become Disabled. The proration shall be based upon the number of days accrued in the current vesting period prior to the date
of the Participant’s termination of service due to Disability. 

 A Disabled Participant may
exercise the Option within the originally prescribed term of the Option. 

  
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 In the event of the death of the Participant while an Employee, director or
Consultant of the Company or of an Affiliate, the Option shall become fully exercisable as of the date of the Participant’s death, and shall be exercisable by the Participant’s Survivors within the originally prescribed term of the Option.

  

	 	5.	METHOD OF EXERCISING OPTION. 

 Subject to the terms and conditions of this Agreement, the Option may be exercised in accordance with the procedures established by the Company for electronic exercise of the Option or by written notice
to the Company or its designee, in substantially the form of Exhibit A attached hereto (or in such other form acceptable to the Company). Such notice shall state the number of Shares with respect to which the Option is being exercised and
shall be signed by the person exercising the Option (which signature may be provided electronically in a form acceptable to the Company). Payment of the Exercise Price for such Shares shall be made in accordance with Section 9 of the Plan. The
Company shall deliver such Shares as soon as practicable after the notice shall be received, provided, however, that the Company may delay issuance of such Shares until completion of any action or obtaining of any consent, which the Company deems
necessary under any applicable law (including, without limitation, state securities or “blue sky” laws). The Shares as to which the Option shall have been so exercised shall be registered in the Company’s share register in the name of
the person so exercising the Option (or, if the Option shall be exercised by the Participant and if the Participant shall so request in the notice exercising the Option, shall be registered in the Company’s share register in the name of the
Participant and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person exercising the Option. In the event the Option shall be exercised, pursuant to Section 4
hereof, by any person other than the Participant, such notice shall be accompanied by appropriate proof of the right of such person to exercise the Option. All Shares that shall be purchased upon the exercise of the Option as provided herein shall
be fully paid and nonassessable. 
  

	 	6.	PARTIAL EXERCISE. 

 Exercise of this Option to the extent above stated may be made in part at any time and from time to time within the above limits, except that no fractional share shall be issued pursuant to this Option.

  

	 	7.	NON-ASSIGNABILITY. 

 The Option shall not be transferable by the Participant otherwise than (i) by will or by the laws of descent and distribution, (ii) pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act or the rules thereunder or (iii) as otherwise approved in advance by the Administrator. Except as provided above in this paragraph, the Option shall be exercisable, during the
Participant’s lifetime, only by the Participant (or, in the event of legal incapacity or incompetency, by the Participant’s guardian or representative) and shall not be assigned, pledged or hypothecated in any way (whether by operation of
law or otherwise) and shall not be subject to execution, attachment or similar process. Any attempted transfer, assignment, pledge, hypothecation or other disposition of the Option or of any rights granted hereunder contrary to the provisions of
this Section 7, or the levy of any attachment or similar process upon the Option shall be null and void. 

  
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	 	8.	NO RIGHTS AS STOCKHOLDER UNTIL EXERCISE. 

 The Participant shall have no rights as a stockholder with respect to Shares subject to this Agreement until registration of the Shares in the Company’s share register in the name of the Participant.
Except as is expressly provided in the Plan with respect to certain changes in the capitalization of the Company, no adjustment shall be made for dividends or similar rights for which the record date is prior to the date of such registration.

  

	 	9.	ADJUSTMENTS. 

 The Plan contains provisions covering the treatment of Options in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to stock subject to Options
and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference. 
  

	 	10.	TAXES. 


The Participant acknowledges that any income or other taxes due from him or her with respect to this Option or the Shares
issuable pursuant to this Option shall be the Participant’s responsibility. The Participant acknowledges and agrees that (i) the Participant was free to use professional advisors of his or her choice in connection with this Agreement, has
received advice from his or her professional advisors in connection with this Agreement, understands its meaning and import, and is entering into this Agreement freely and without coercion or duress; (ii) the Participant has not received and is
not relying upon any advice, representations or assurances made by or on behalf of the Company or any Affiliate or any employee of or counsel to the Company or any Affiliate regarding any tax or other effects or implications of the Option, the
Shares or other matters contemplated by this Agreement and (iii) neither the Administrator, the Company, its Affiliates, nor any of its officers or directors, shall be held liable for any applicable costs, taxes, or penalties associated with
the Option if, in fact, the Internal Revenue Service were to determine that the Option constitutes deferred compensation under Section 409A of the Code. 
 Upon exercise of the Option, the Participant agrees that the Company may withhold from the Participant’s remuneration, if any, the minimum statutory amount of federal, state and local withholding
taxes attributable to such amount that is considered compensation includable in such person’s gross income. At the Company’s discretion, the amount required to be withheld may be withheld in cash from such remuneration, or in kind from the
Shares otherwise deliverable to the Participant on exercise of the Option. The Participant further agrees that, if the Company does not withhold an amount from the Participant’s remuneration sufficient to satisfy the Company’s income tax
withholding obligation, the Participant will reimburse the Company on demand, in cash, for the amount under-withheld. 

  
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	 	11.	PURCHASE FOR INVESTMENT. 

 Unless the offering and sale of the Shares to be issued upon the particular exercise of the Option shall have been effectively registered under the Securities Act, the Company shall be under no obligation
to issue the Shares covered by such exercise unless the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Securities Act and until the following conditions have been fulfilled:

  

	 	(a)	The person(s) who exercise the Option shall warrant to the Company, at the time of such exercise, that such person(s) are acquiring such Shares for their own respective
accounts, for investment, and not with a view to, or for sale in connection with, the distribution of any such Shares, in which event the person(s) acquiring such Shares shall be bound by the provisions of the following legend which shall be
endorsed upon any certificate(s) evidencing the Shares issued pursuant to such exercise: 

 “The shares
represented by this certificate have been taken for investment and they may not be sold or otherwise transferred by any person, including a pledgee, unless (1) either (a) a Registration Statement with respect to such shares shall be
effective under the Securities Act of 1933, as amended, or (b) the Company shall have received an opinion of counsel satisfactory to it that an exemption from registration under such Act is then available, and (2) there shall have been
compliance with all applicable state securities laws;” and 
  

	 	(b)	If the Company so requires, the Company shall have received an opinion of its counsel that the Shares may be issued upon such particular exercise in compliance with the
Securities Act without registration thereunder. Without limiting the generality of the foregoing, the Company may delay issuance of the Shares until completion of any action or obtaining of any consent, which the Company deems necessary under any
applicable law (including without limitation state securities or “blue sky” laws). 

  

	 	12.	RESTRICTIONS ON TRANSFER OF SHARES. 

 12.1 The Participant agrees that in the event the Company proposes to offer for sale to the public any of its equity securities and such Participant is requested by the Company and any underwriter engaged
by the Company in connection with such offering to sign an agreement restricting the sale or other transfer of Shares, then it will promptly sign such agreement and will not transfer, whether in privately negotiated transactions or to the public in
open market transactions or otherwise, any Shares or other securities of the Company held by him or her during such period as is determined by the Company and the underwriters, not to exceed 180 days following the closing of the offering, plus such
additional period of time as may be required to comply with Marketplace Rule 2711 of the National Association of Securities Dealers, Inc. or similar rules thereto (such period, the “Lock-Up Period”). Such agreement shall be in writing


  
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and in form and substance reasonably satisfactory to the Company and such underwriter and pursuant to customary and prevailing terms and conditions. Notwithstanding whether the Participant has
signed such an agreement, the Company may impose stop-transfer instructions with respect to the Shares or other securities of the Company subject to the foregoing restrictions until the end of the Lock-Up Period. 

12.2 The Participant acknowledges and agrees that neither the Company, its shareholders nor its directors and officers, has any duty or
obligation to disclose to the Participant any material information regarding the business of the Company or affecting the value of the Shares before, at the time of, or following a termination of the service of the Participant by the Company,
including, without limitation, any information concerning plans for the Company to make a public offering of its securities or to be acquired by or merged with or into another firm or entity. 

 

	 	13.	NO OBLIGATION TO MAINTAIN RELATIONSHIP. 

 The Participant acknowledges that: (i) the Company is not by the Plan or this Option obligated to continue the Participant as an employee, director or Consultant of the Company or an Affiliate;
(ii) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (iii) the grant of the Option is a one-time benefit which does not create any contractual or other right to receive future grants of
options, or benefits in lieu of options; (iv) all determinations with respect to any such future grants, including, but not limited to, the times when options shall be granted, the number of shares subject to each option, the option price, and
the time or times when each option shall be exercisable, will be at the sole discretion of the Company; (v) the Participant’s participation in the Plan is voluntary; (vi) the value of the Option is an extraordinary item of
compensation which is outside the scope of the Participant’s employment or consulting contract, if any; and (vii) the Option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy,
end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments. 
  

	 	14.	NOTICES. 


Any notices required or permitted by the terms of this Agreement or the Plan shall be given by recognized courier service,
facsimile, registered or certified mail, return receipt requested, addressed as follows: 
 If to the Company: 

Myriad Genetics, Inc. 
 320 Wakara Way 
 Salt Lake City, UT 84108 

Attention: Equity Incentive Plan Administrator 

  
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 If to the Participant at the address set forth on the Stock Option Grant Notice or to such other address or
addresses of which notice in the same manner has previously been given. Any such notice shall be deemed to have been given upon the earlier of receipt, one business day following delivery to a recognized courier service or three business days
following mailing by registered or certified mail. 
  

	 	15.	GOVERNING LAW. 

 This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the conflict of law principles thereof. For the purpose of litigating any
dispute that arises under this Agreement, the parties hereby consent to exclusive jurisdiction in Utah and agree that such litigation shall be conducted in the state courts of Salt Lake City, Utah or the federal courts of the United States for the
District of Utah. 
  

	 	16.	BENEFIT OF AGREEMENT. 

 Subject to the provisions of the Plan and the other provisions hereof, this Agreement shall be for the benefit of and shall be binding upon the heirs, executors, administrators, successors and assigns of
the parties hereto. 
  

	 	17.	ENTIRE AGREEMENT. 

 This Agreement, together with the Plan, embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written
agreements and understandings relating to the subject matter hereof. No statement, representation, warranty, covenant or agreement not expressly set forth in this Agreement shall affect or be used to interpret, change or restrict, the express terms
and provisions of this Agreement, provided, however, in any event, this Agreement shall be subject to and governed by the Plan. 
  

	 	18.	MODIFICATIONS AND AMENDMENTS. 

 The terms and provisions of this Agreement may be modified or amended as provided in the Plan. 
  

	 	19.	WAIVERS AND CONSENTS. 

 Except as provided in the Plan, the terms and provisions of this Agreement may be waived, or consent for the departure therefrom granted, only by written document executed by the party entitled to the
benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall
be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent. 

  
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	 	20.	DATA PRIVACY. 

 By entering into this Agreement, the Participant: (i) authorizes the Company and each Affiliate, and any agent of the Company or any Affiliate administering the Plan or providing Plan recordkeeping
services, to disclose to the Company or any of its Affiliates such information and data as the Company or any such Affiliate shall request in order to facilitate the grant of options and the administration of the Plan; (ii) waives any data
privacy rights he or she may have with respect to such information; and (iii) authorizes the Company and each Affiliate to store and transmit such information in electronic form. 

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 Exhibit A 

NOTICE OF EXERCISE OF STOCK OPTION 
 [Form for Shares registered in the United States] 
  

	To:	Myriad Genetics, Inc. 

 IMPORTANT NOTICE: This
form of Notice of Exercise may only be used at such time as the Company has filed a Registration Statement with the Securities and Exchange Commission under which the issuance of the Shares for which this exercise is being made is registered and
such Registration Statement remains effective. 
 Ladies and Gentlemen: 

I hereby exercise my Stock Option to purchase             shares (the
“Shares”) of the common stock, $0.01 par value, of Myriad Genetics, Inc. (the “Company”), at the exercise price of $            per share, pursuant to and subject to the
terms of that Stock Option Grant Notice dated             , 20    . 
 I understand the nature of the investment I am making and the financial risks thereof. I am aware that it is my responsibility to have consulted with competent tax and legal advisors about the relevant
national, state and local income tax and securities laws affecting the exercise of the Option and the purchase and subsequent sale of the Shares. 
 I am paying the option exercise price for the Shares as follows: 

___________________________________________________ 
 Please issue the Shares (check one): 

 ̈ to me; or 
  ̈ to me and
                                         
           , as joint tenants with right of survivorship, 
 at the
following address: 
 _____________________________________ 

_____________________________________ 
 _____________________________________ 

  
 Exhibit A-1









 My mailing address for shareholder communications, if different from the address listed
above, is: 
 _______________________________ 
 _______________________________ 
 _______________________________ 

 

	
	Very truly yours,
	
	  
	Participant (signature)
	
	 
	Print Name
	
	 
	Date



  
 Exhibit A-2