Exhibit 10.7


 


Facet Biotech Corporation


Restricted Stock Agreement


(For Participant in
Retention and Severance Plan)


 


Facet Biotech Corporation has granted to the
Participant named in the Notice of Grant of
Restricted Stock (the “Grant Notice”)
to which this Restricted Stock Agreement (the “Agreement”) is attached an Award consisting of
Shares subject to the terms and conditions set forth in the Grant Notice and
this Agreement.  The Award has been
granted pursuant to and shall in all respects be subject to the terms and
conditions of the Facet Biotech Corporation 2008 Equity Incentive Plan (the “Plan”), as amended to the
Date of Grant, the provisions of which are incorporated herein by reference.  Further, the Award shall be subject to the
provisions of the Retention and Severance Plan as applicable to the
Participant, and such provisions are incorporated herein by reference.  By signing the Grant Notice, the Participant: (a) acknowledges
receipt of and represents that the Participant has read and is familiar with the Grant Notice, this
Agreement, the Plan and a prospectus for the Plan prepared in connection with
the registration with the Securities and Exchange Commission of the Shares (the
“Plan
Prospectus”), (b) accepts the Award subject to all
of the terms and conditions of the Grant Notice, this Agreement and the Plan
and (c) agrees to accept as binding, conclusive and final all decisions or
interpretations of the Committee upon any questions arising under the Grant
Notice, this Agreement or the Plan.


 


1.                                       DEFINITIONS AND CONSTRUCTION.


 


1.1                                 Definitions.  Unless otherwise defined herein, capitalized
terms shall have the meanings assigned to such terms in the Grant Notice or the
Plan.  Wherever used herein, the
following terms shall have their respective meanings set forth below:


 


(a)                                  “Change in
Control”
means a Change in Control as defined by the Retention and Severance Plan.


 


(b)                                 “Involuntary
Termination Absent a Change in Control” means an Involuntary Termination Absent
a Change in Control as defined by the Retention and Severance Plan.


 


(c)                                  “Involuntary
Termination Following a Change in Control” means an Involuntary Termination
Following a Change in Control as defined by the Retention and Severance Plan.


 


(d)                                 “Retention
and Severance Plan” means the Facet Biotech Corporation Retention and
Severance Plan, effective                       ,
2008, as amended from time to time, and the Participation Agreement entered
into between the Company and the Participant, pursuant to which the Participant
is a participant in the Retention and Severance Plan.


 


1.2                                 Construction.  Captions and titles contained herein are for
convenience only and shall not affect the meaning or interpretation of any
provision of this Agreement.  Except when
otherwise indicated by the context, the singular shall include the plural and
the plural shall include the singular. 
Use of the term “or” is not intended to be exclusive, unless the context
clearly requires otherwise.


 

















 


2.                                       ADMINISTRATION.


 


All
questions of interpretation concerning the Grant Notice, this Agreement, the
Plan or any other form of agreement or other document employed by the Company
in the administration of the Plan or the Award shall be determined by the
Committee.  All such determinations by
the Committee shall be final, binding and conclusive upon all persons having an
interest in the Award, unless fraudulent or made in bad faith.  Any and all actions, decisions and
determinations taken or made by the Committee in the exercise of its discretion
pursuant to the Plan or the Award or other agreement thereunder (other than
determining questions of interpretation pursuant to the preceding sentence)
shall be final, binding and conclusive upon all persons having an interest in
the Award.  Any Officer shall have the
authority to act on behalf of the Company with respect to any matter, right,
obligation, or election which is the responsibility of or which is allocated to
the Company herein, provided the Officer has apparent authority with respect to
such matter, right, obligation, or election.


 


3.                                       THE AWARD.


 


3.1                                 Grant and Issuance of Shares.  On the Date of Grant, the Participant shall
acquire and the Company shall issue, subject to the provisions of this
Agreement, a number of Shares equal to the Total Number of Shares.  As a condition to the issuance of the Shares,
the Participant shall execute and deliver the Grant Notice to the Company, and,
if required by the Company, an Assignment Separate from Certificate duly
endorsed (with date and number of shares blank) in the form provided by the
Company.


 


3.2                                 No Monetary Payment Required.  The Participant is not required to make any
monetary payment (other than to satisfy applicable tax withholding, if any,
with respect to the issuance or vesting of the Shares) as a condition to
receiving the Shares, the consideration for which shall be past services
actually rendered or future services to be rendered to a Participating Company
or for its benefit.  Notwithstanding the
foregoing, if required by applicable law, the Participant shall furnish consideration
in the form of cash or past services rendered to a Participating Company or for
its benefit having a value not less than the par value of the Shares issued
pursuant to the Award.


 


3.3                                 Beneficial Ownership of Shares; Certificate
Registration.  The Participant hereby authorizes the
Company, in its sole discretion, to deposit the Shares with the Company’s
transfer agent, including any successor transfer agent, to be held in book
entry form during the term of the Escrow pursuant to Section 6.  Furthermore, the Participant hereby
authorizes the Company, in its sole discretion, to deposit, following the term
of such Escrow, for the benefit of the Participant with any broker with which
the Participant has an account relationship of which the Company has notice any
or all Shares which are no longer subject to such Escrow.  Except as provided by the foregoing, a
certificate for the Shares shall be registered in the name of the Participant,
or, if applicable, in the names of the heirs of the Participant.


 


3.4                                 Issuance of Shares in Compliance with Law.  The issuance of the Shares shall be subject
to compliance with all applicable requirements of federal, state or foreign law
with respect to such securities.  No
Shares shall be issued hereunder if their issuance would constitute a violation
of any applicable federal, state or foreign securities laws or other law or 


 


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regulations or the
requirements of any stock exchange or market system upon which the Stock may
then be listed.  The inability of the
Company to obtain from any regulatory body having jurisdiction the authority,
if any, deemed by the Company’s legal counsel to be necessary to the lawful
issuance of any Shares shall relieve the Company of any liability in respect of
the failure to issue such Shares as to which such requisite authority shall not
have been obtained.  As a condition to
the issuance of the Shares, the Company may require the Participant to satisfy any
qualifications that may be necessary or appropriate, to evidence compliance
with any applicable law or regulation and to make any representation or
warranty with respect thereto as may be requested by the Company.


 


4.                                       VESTING OF SHARES.


 


4.1                                 Normal Vesting. 
Except as provided by Section 4.2, the Shares shall vest and become
Vested Shares as provided in the Grant Notice.


 


4.2                                 Acceleration of Vesting upon Involuntary Termination.  If the Participant’s Service terminates as a
result of Involuntary Termination Absent a Change in Control or Involuntary
Termination Following a Change in Control, then the number of Vested Shares
shall be increased as provided by the Retention and Severance Plan; provided,
however, that the cumulative number of Vested Shares shall not exceed
the Total Number of Shares.


 


4.3                                 Federal Excise Tax Under Section 4999 of the Code.


 


(a)                                  Excess Parachute Payment. 
In the event that any acceleration of vesting pursuant to this Agreement
and any other payment or benefit received or to be received by the Participant
would subject the Participant to any excise tax pursuant to Section 4999
of the Code due to the characterization of such acceleration of vesting,
payment or benefit as an excess parachute payment under Section 280G of
the Code, the Participant may elect, in his or her discretion, to reduce the
amount of any acceleration of vesting called for under this Agreement in order
to avoid such characterization.


 


(b)                                 Determination by
Independent Accountants.  To aid the
Participant in making any election called for under Section 4.3(a), upon
the occurrence of any event that might reasonably be anticipated to give rise
to acceleration of vesting under Section 4.2, the Company shall promptly
request a determination in writing by independent public accountants selected
by the Company (the “Accountants”).  As soon as practicable thereafter, the
Accountants shall determine and report to the Company and the Participant the
amount of such acceleration of vesting, payments and benefits which would
produce the greatest after-tax benefit to the Participant.  For the purposes of such determination, the
Accountants may rely on reasonable, good faith interpretations concerning the
application of Sections 280G and 4999 of the Code.  The Company and the Participant shall furnish
to the Accountants such information and documents as the Accountants may
reasonably request in order to make their required determination.  The Company shall bear all fees and expenses
the Accountants may reasonably charge in connection with their services
contemplated by this Section.


 


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5.                                       COMPANY REACQUISITION RIGHT.


 


5.1                                 Grant of Company Reacquisition Right.  In the event that (a) the Participant’s
Service as an employee terminates for any reason or no reason, with or without
Cause, or (b) the Participant, the Participant’s legal representative, or
other holder of the Shares, attempts to sell, exchange, transfer, pledge, or
otherwise dispose of (other than pursuant to an Ownership Change Event),
including, without limitation, any transfer to a nominee or agent of the
Participant, any Shares which are not Vested Shares (“Unvested Shares”), the Participant shall forfeit and the
Company shall automatically reacquire the Unvested Shares, and the Participant
shall not be entitled to any payment therefor (the “Company Reacquisition Right”).


 


5.2                                 Ownership Change Event, Dividends, Distributions and Adjustments.  Upon the
occurrence of an Ownership Change Event, a dividend or distribution to the
stockholders of the Company paid in shares of Stock or other property, or any
other adjustment upon a change in the capital structure of the Company as
described in Section 9, any and all new, substituted or additional
securities or other property (other than regular, periodic dividends paid on
Stock pursuant to the Company’s dividend policy) to which the Participant is
entitled by reason of the Participant’s ownership of Unvested Shares shall be immediately subject to
the Company Reacquisition Right and included in the terms “Shares,” “Stock” and
“Unvested Shares” for all purposes of the Company Reacquisition Right with the
same force and effect as the Unvested Shares immediately prior to the Ownership
Change Event, dividend, distribution or adjustment, as the case may be.  For purposes of determining the number of
Vested Shares following an Ownership Change Event, dividend, distribution or
adjustment, credited Service shall include all Service with any corporation
which is a Participating Company at the time the Service is rendered, whether
or not such corporation is a Participating Company both before and after any
such event.


 


6.                                       ESCROW.


 


6.1                                 Appointment of Agent. 
To ensure that Shares subject to the Company Reacquisition Right will be
available for reacquisition, the Participant and the Company hereby appoint the
Secretary of the Company, or any other person designated by the Company, as
their agent and as attorney-in-fact for the Participant (the “Agent”) to hold any and all
Unvested Shares and to sell, assign and transfer to the Company any such
Unvested Shares reacquired by the Company pursuant to the Company Reacquisition
Right.  The Participant understands that
appointment of the Agent is a material inducement to make this Agreement and
that such appointment is coupled with an interest and is irrevocable.  The Agent shall not be personally liable for
any act the Agent may do or omit to do hereunder as escrow agent, agent for the
Company, or attorney in fact for the Participant while acting in good faith and
in the exercise of the Agent’s own good judgment, and any act done or omitted
by the Agent pursuant to the advice of the Agent’s own attorneys shall be
conclusive evidence of such good faith. 
The Agent may rely upon any letter, notice or other document executed by
any signature purporting to be genuine and may resign at any time.


 


6.2                                 Establishment of Escrow.  The Participant authorizes the Company to
deposit the Unvested Shares with the Company’s transfer agent to be held in
book entry form, as provided in Section 3.3, and the Participant agrees to
deliver to and deposit with the Agent each 


 


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certificate, if
any, evidencing the Shares and, if required by the Company, an Assignment
Separate from Certificate with respect to such book entry shares and each such
certificate duly endorsed (with date and number of Shares blank) in the form
attached to this Agreement, to be held by the Agent under the terms and
conditions of this Section 6 (the “Escrow”).  Upon the occurrence of an Ownership Change Event,
a dividend or distribution to the stockholders of the Company paid in shares of
Stock or other property (other than regular, periodic dividends paid on Stock
pursuant to the Company’s dividend policy) or any other adjustment upon a change
in the capital structure of the Company, as described in Section 9, any
and all new, substituted or additional securities or other property to which
the Participant is entitled by reason of his or her ownership of the Shares
that remain, following such Ownership Change Event, dividend, distribution or
change described in Section 9, subject to the Company Reacquisition Right
shall be immediately subject to the Escrow to the same extent as the Shares
immediately before such event.  The
Company shall bear the expenses of the Escrow.


 


6.3                                 Delivery of Shares to Participant.  The Escrow shall continue with respect to any
Shares for so long as such Shares remain subject to the Company Reacquisition
Right.  Upon termination of the Company Reacquisition
Right with respect to Shares, the Company shall so notify the Agent and direct
the Agent to deliver such number of Shares to the Participant.  As soon as practicable after receipt of such
notice, the Agent shall cause the Shares specified by such notice to be
delivered to the Participant, and the Escrow shall terminate with respect to
such Shares.


 


7.                                       TAX MATTERS.


 


7.1                               Tax
Withholding.


 


(a)                                  In General. 
At the time the Grant Notice is executed, or at any time thereafter as
requested by a Participating Company, the Participant  hereby authorizes withholding from payroll and any
other amounts payable to the Participant, and otherwise agrees to make adequate
provision for, any sums required to satisfy the federal, state, local and
foreign tax (including any social insurance) withholding obligations of the
Participating Company Group, if any, which arise in connection with the Award,
including, without limitation, obligations arising upon (a) the transfer
of Shares to the Participant, (b) the lapsing of any restriction with
respect to any Shares, (c) the filing of an election to recognize tax
liability, or (d) the transfer by the Participant of any Shares.  The Company shall have no obligation to
deliver the Shares or to release any Shares from the Escrow established
pursuant to Section 6 until the tax withholding obligations of the
Participating Company Group have been satisfied by the Participant.


 


(b)                                 Withholding in Shares. 
The Company shall have the right, but not the obligation, to require the
Participant to satisfy all or any portion of a Participating Company’s tax
withholding obligations by withholding a number of whole, Vested Shares
otherwise deliverable to the Participant or by the Participant’s tender to the
Company of a number of whole, Vested Shares or vested shares acquired otherwise
than pursuant to the Award having, in any such case, a fair market value, as
determined by the Company as of the date on which the tax withholding
obligations arise, not in excess of the amount of such tax withholding
obligations determined by the applicable minimum statutory withholding rates.


 


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7.2                                 Election Under Section 83(b) of the Code.


 


(a)                                  The Participant understands that Section 83
of the Code taxes as ordinary income the difference between the amount paid for
the Shares, if anything, and the fair market value of the Shares as of the date
on which the Shares are “substantially vested,” within the meaning of Section 83.  In this context, “substantially vested” means
that the right of the Company to reacquire the Shares pursuant to the Company
Reacquisition Right has lapsed.  The
Participant understands that he or she may elect to have his or her taxable
income determined at the time he or she acquires the Shares rather than when
and as the Company Reacquisition Right lapses by filing an election under Section 83(b) of
the Code with the Internal Revenue Service no later than thirty (30) days after
the date of acquisition of the Shares. 
The Participant understands that failure to make a timely filing under Section 83(b) will
result in his or her recognition of ordinary income, as the Company
Reacquisition Right lapses, on the difference between the purchase price, if
anything, and the fair market value of the Shares at the time such restrictions
lapse.  The Participant further
understands, however, that if Shares with respect to which an election under Section 83(b) has
been made are forfeited to the Company pursuant to its Company Reacquisition
Right, such forfeiture will be treated as a sale on which there is realized a
loss equal to the excess (if any) of the amount paid (if any) by the
Participant for the forfeited Shares over the amount realized (if any) upon
their forfeiture.  If the Participant has
paid nothing for the forfeited Shares and has received no payment upon their
forfeiture, the Participant understands that he or she will be unable to
recognize any loss on the forfeiture of the Shares even though the Participant
incurred a tax liability by making an election under Section 83(b).


 


(b)                                 The Participant understands that he or
she should consult with his or her tax advisor regarding the advisability of
filing with the Internal Revenue Service an election under Section 83(b) of
the Code, which must be filed no later than thirty (30) days after the date of
the acquisition of the Shares pursuant to this Agreement.  Failure to file an election under Section 83(b),
if appropriate, may result in adverse tax consequences to the Participant.  The Participant acknowledges that he or she
has been advised to consult with a tax advisor regarding the tax consequences
to the Participant of the acquisition of Shares hereunder.  ANY ELECTION UNDER SECTION 83(b) THE
PARTICIPANT WISHES TO MAKE MUST BE FILED NO LATER THAN 30 DAYS AFTER THE DATE
ON WHICH THE PARTICIPANT ACQUIRES THE SHARES. 
THIS TIME PERIOD CANNOT BE EXTENDED. 
THE PARTICIPANT ACKNOWLEDGES THAT TIMELY FILING OF A SECTION 83(b) ELECTION
IS THE PARTICIPANT’S SOLE RESPONSIBILITY, EVEN IF THE PARTICIPANT REQUESTS THE
COMPANY OR ITS REPRESENTATIVE TO FILE SUCH ELECTION ON HIS OR HER BEHALF.


 


(c)                                  The Participant will notify the Company
in writing if the Participant files an election pursuant to Section 83(b) of
the Code.  The Company intends, in the
event it does not receive from the Participant evidence of such filing, to
claim a tax deduction for any amount which would otherwise be taxable to the
Participant in the absence of such an election.


 


8.                                       EFFECT OF CHANGE IN CONTROL.


 


In
the event of a Change in Control, the surviving, continuing, successor, or 


 


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purchasing
corporation or other business entity or parent thereof, as the case may be (the
“Acquiror”),
may, without the consent of the Participant, assume or continue in full force
and effect the Company’s rights and obligations under the Award or substitute
for the Award a substantially equivalent award for the Acquiror’s stock.  For purposes of this Section, the Award shall
be deemed assumed if, following the Change in Control, the Award confers the
right to receive, subject to the terms and conditions of the Plan and this
Agreement, for each Share subject to the Award immediately prior to the Change
in Control, the consideration (whether stock, cash, other securities or
property or a combination thereof) to which a holder of a share of Stock on the
effective date of the Change in Control was entitled.  In the event that the Acquiror fails to so
assume or continue the Company’s rights and obligations under the Award or to
substitute for the Award a substantially equivalent award for the Acquiror’s
stock, then the number of Vested Shares shall be increased as provided by the
Retention and Severance Plan.  Notwithstanding
the foregoing, Shares acquired pursuant to the Award prior to the Change in Control
and any consideration received pursuant to the Change in Control with respect
to such shares shall continue to be subject to all applicable provisions of
this Agreement except as otherwise provided herein or in the Retention and
Severance Plan.


 


9.                                       ADJUSTMENTS FOR CHANGES IN
CAPITAL STRUCTURE.


 


Subject
to any required action by the stockholders of the Company, in the event of any
change in the Stock effected without receipt of consideration by the Company,
whether through merger, consolidation, reorganization, reincorporation,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split, split-up, split-off, spin-off, combination of shares, exchange of
shares, or similar change in the capital structure of the Company, or in the
event of payment of a dividend or distribution to the stockholders of the
Company in a form other than Stock (excepting normal cash dividends) that has a
material effect on the Fair Market Value of shares of Stock, appropriate and
proportionate adjustments shall be made in the number and kind of shares
subject to the Award, in order to prevent dilution or enlargement of the
Participant’s rights under the Award. 
For purposes of the foregoing, conversion of any convertible securities
of the Company shall not be treated as “effected without receipt of
consideration by the Company.”  Any and
all new, substituted or additional securities or other property to which
Participant is entitled by reason of ownership of shares acquired pursuant to
this Award will be immediately subject to the provisions of this Award on the
same basis as all shares originally acquired hereunder.  Any fractional share resulting from an
adjustment pursuant to this Section shall be rounded down to the nearest
whole number.  Such adjustments shall be
determined by the Committee, and its determination shall be final, binding and
conclusive.


 


10.                                 RIGHTS AS A STOCKHOLDER,
DIRECTOR, EMPLOYEE OR CONSULTANT.


 


The
Participant shall have no rights as a stockholder with respect to any Shares
subject to the Award until the date of the issuance of the Shares (as evidenced
by the appropriate entry on the books of the Company or of a duly authorized
transfer agent of the Company).  No
adjustment shall be made for dividends, distributions or other rights for which
the record date is prior to the date the Shares are issued, except as provided
in Section 9.  Subject the
provisions of this Agreement, the Participant shall exercise all rights and
privileges of a stockholder of the Company with respect to Shares deposited in
the Escrow pursuant to Section 6. 
If the Participant is an Employee, the Participant understands and
acknowledges that, except as otherwise provided 


 


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in a
separate, written employment agreement between a Participating Company and the
Participant, the Participant’s employment is “at will” and is for no specified
term.  Nothing in this Agreement shall
confer upon the Participant any right to continue in the Service of a
Participating Company or interfere in any way with any right of the
Participating Company Group to terminate the Participant’s Service at any time.


 


11.                                 LEGENDS.


 


The
Company may at any time place legends referencing the Company Reacquisition
Right and any applicable federal, state or foreign securities law restrictions
on all certificates representing the Shares. 
The Participant shall, at the request of the Company, promptly present
to the Company any and all certificates representing the Shares in the
possession of the Participant in order to carry out the provisions of this
Section.  Unless otherwise specified by
the Company, legends placed on such certificates may include, but shall not be
limited to, the following:


 


“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE
SUBJECT TO RESTRICTIONS SET FORTH IN AN AGREEMENT BETWEEN THIS CORPORATION AND
THE REGISTERED HOLDER, OR HIS PREDECESSOR IN INTEREST, A COPY OF WHICH IS ON
FILE AT THE PRINCIPAL OFFICE OF THIS CORPORATION.”


 


12.                                 ARBITRATION.


 


Except
as provided by Section 12.6, in the event a dispute between the parties to
this Agreement arises out of, in connection with, or with respect to this
Agreement, or any breach of this Agreement, such dispute will, on the written
request of one (1) party delivered to the other party, be submitted and
settled by arbitration in San Mateo County, California in accordance with the rules of
the American Arbitration Association then in effect and will comply with the
California Arbitration Act, except as otherwise specifically stated in this Section.  Judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction.  The parties submit to the in personam
jurisdiction of the Supreme Court of the State of California for the purpose of
confirming any such award and entering judgment upon the award.  Notwithstanding anything to the contrary that
may now or in the future be contained in the rules of the American
Arbitration Association, the parties agree as follows:


 


12.1                           Each
party will appoint one individual approved by the American Arbitration
Association to hear and determine the dispute within twenty (20) days after
receipt of notice of arbitration from the noticing party.  The two (2) individuals so chosen will
select a third impartial arbitrator.  The
majority decision of the arbitrators will be final and binding upon the parties
to the arbitration.  If either party
fails to designate its arbitrator within twenty (20) days after delivery of the
notice provided for in this Section 12.1, then the arbitrator designated
by the one (1) party will act as the sole arbitrator and will be
considered the single, mutually approved arbitrator to resolve the
controversy.  In the event the parties
are unable to agree upon a rate of compensation for the arbitrators, they will be
compensated for their services at a rate to be determined by the American
Arbitration Association.


 


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12.2                           The
parties will enjoy, but are not limited to, the same rights to discovery as
they would have in the United States District Court for the Northern District
of California.


 


12.3                           The
arbitrators will, upon the request of either party, issue a written opinion of
their findings of fact and conclusions of law.


 


12.4                           Upon
receipt by the requesting party of said written opinion, said party will have
the right within ten (10) days to file with the arbitrators a motion to
reconsider, and upon receipt of a timely request the arbitrators will
reconsider the issues raised by said motion and either confirm or change their
majority decision which will then be final and binding upon the parties to the
arbitration.


 


12.5                           The
arbitrators will award to the prevailing party in any such arbitration
reasonable expenses, including attorneys’ fees and costs, incurred in connection
with the dispute.


 


12.6                           The
foregoing provisions of this Section 12 shall not apply to any dispute
with respect to any provision of this Agreement governed by the Retention and
Severance Plan.  Any such dispute shall
be resolved as provided by the Retention and Severance Plan.


 


13.                                 TRANSFERS IN VIOLATION OF
AGREEMENT.


 


No
Shares may be sold, exchanged, transferred, assigned, pledged, hypothecated or
otherwise disposed of, including by operation of law, in any manner which
violates any of the provisions of this Agreement and, except pursuant to an
Ownership Change Event, until the date on which such shares become Vested
Shares, and any such attempted disposition shall be void.  The Company shall not be required (a) to
transfer on its books any Shares which will have been transferred in violation
of any of the provisions set forth in this Agreement or (b) to treat as
owner of such Shares or to accord the right to vote as such owner or to pay
dividends to any transferee to whom such Shares will have been so
transferred.  In order to enforce its
rights under this Section, the Company shall be authorized to give a stop
transfer instruction with respect to the Shares to the Company’s transfer
agent.


 


14.                                 MISCELLANEOUS PROVISIONS.


 


14.1                           Termination or Amendment. 
The Committee may terminate or amend the Plan or this Agreement at any
time; provided, however, that no such termination or amendment may adversely
affect the Participant’s rights under this Agreement without the consent of the
Participant unless such termination or amendment is
necessary to comply with applicable law or government regulation.  No amendment or addition to this Agreement
shall be effective unless in writing.


 


14.2                           Nontransferability of the Award.  The right to acquire Shares pursuant to the
Award shall not be subject in any
manner to anticipation, alienation, sale, exchange, transfer, assignment,
pledge, encumbrance, or garnishment by creditors of the Participant or the
Participant’s beneficiary, except transfer by will or by the laws of descent
and distribution.  All rights with
respect to the Award shall be exercisable during the Participant’s lifetime
only by the Participant or the Participant’s guardian or legal representative.


 


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14.3                           Further Instruments.  The
parties hereto agree to execute such further instruments and to take such further action as may reasonably be necessary to
carry out the intent of this Agreement.


 


14.4                           Binding Effect.  This
Agreement shall inure to the benefit of the successors and assigns of the
Company and, subject to the restrictions on transfer set forth herein, be
binding upon the Participant and the Participant’s heirs, executors, administrators, successors and
assigns.


 


14.5                           Delivery of Documents and Notices.  Any document relating to participation in the
Plan or any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given (except to the extent that this Agreement provides for
effectiveness only upon actual receipt of such notice) upon personal delivery,
electronic delivery at the e-mail address, if any, provided for the Participant
by a Participating Company, or upon deposit in the U.S. Post Office or foreign
postal service, by registered or certified mail, or with a nationally
recognized overnight courier service, with postage and fees prepaid, addressed
to the other party at the address shown below that party’s signature to the Grant
Notice or at such other address as such party may designate in writing from time
to time to the other party.


 


(a)                                  Description
of Electronic Delivery.  The Plan documents, which may include but do
not necessarily include: the Plan, the Grant Notice, this Agreement, the Plan
Prospectus, and any reports of the Company provided generally to the Company’s
stockholders, may be delivered to the Participant electronically.  In addition, if permitted by the Company, the
parties may deliver electronically any notices called for in connection with
the Escrow and the Participant may deliver electronically the Grant Notice to
the Company or to such third party involved in administering the Plan as the
Company may designate from time to time. 
Such means of electronic delivery may include but do not necessarily
include the delivery of a link to a Company intranet or the Internet site of a
third party involved in administering the Plan, the delivery of the document
via e-mail or such other means of electronic delivery specified by the Company.


 


(b)                                 Consent
to Electronic Delivery.  The
Participant acknowledges that the Participant has read Section 14.5(a) of
this Agreement and consents to the electronic delivery of the Plan documents
and, if permitted by the Company, the delivery of the Grant Notice and notices
in connection with the Escrow, as described in Section 14.5(a).  The Participant acknowledges that he or she
may receive from the Company a paper copy of any documents delivered
electronically at no cost to the Participant by contacting the Company by
telephone or in writing.  The Participant
further acknowledges that the Participant will be provided with a paper copy of
any documents if the attempted electronic delivery of such documents
fails.  Similarly, the Participant understands
that the Participant must provide the Company or any designated third party
administrator with a paper copy of any documents if the attempted electronic
delivery of such documents fails.  The
Participant may revoke his or her consent to the electronic delivery of
documents described in Section 14.5(a) or may change the electronic
mail address to which such documents are to be delivered (if Participant has
provided an electronic mail address) at any time by notifying the Company of
such revoked consent or revised e-mail address by telephone, postal service or
electronic mail.  Finally, the
Participant 


 


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understands that he or she is not required to consent
to electronic delivery of documents described in Section 14.5(a).


 


14.6                           Integrated Agreement. 
The Grant Notice, this Agreement and the Plan, together with the
Retention and Severance Plan and any employment, service or other agreement
between the Participant and a Participating Company referring to the Award,
shall constitute the
entire understanding and agreement of the Participant and the Participating Company Group with respect to
the subject matter contained herein or therein and supersede any prior
agreements, understandings, restrictions, representations, or warranties among
the Participant and
the Participating Company Group with respect to such subject matter.  To the extent contemplated herein or therein,
the provisions of the Grant Notice, this Agreement and the Plan shall survive
any settlement of the Award and shall remain in full force and effect.


 


14.7                           Applicable Law.  This
Agreement shall be governed by the laws of the State of California as such laws
are applied to agreements between
California residents entered into and to be performed entirely within the State
of California.


 


14.8                           Counterparts.  The Grant
Notice may be executed in counterparts, each of which shall be deemed an
original, but all of which together
shall constitute one and the same instrument.


 


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ASSIGNMENT SEPARATE FROM CERTIFICATE


 


 


FOR VALUE RECEIVED
the undersigned does hereby sell, assign and transfer unto


 


                                                                                                                                                                                    
(                                  )
shares of the Capital Stock of Facet Biotech Corporation standing in the
undersigned’s name on the books of said corporation represented by Certificate No.                                     
herewith and does hereby irrevocably constitute and appoint                                                                 
Attorney to transfer the said stock on the books of said corporation with full
power of substitution in the premises.


 


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Print
  Name

  



 


 


Instructions:  Please do not fill in any blanks other than
the signature line.  The purpose of this
assignment is to enable the Company to exercise its Company Reacquisition Right
set forth in the Restricted Stock Agreement without requiring additional
signatures on the part of the Participant.