Exhibit 10.4


 


Facet Biotech Corporation


Notice of
Grant of Stock Option


 


Facet Biotech Corporation has granted the Participant
an option (the “Option”)
to purchase certain shares of Stock of Facet Biotech Corporation  pursuant to the Facet Biotech Corporation
2008 Equity Incentive Plan (the “Plan”),
as follows:


 


	
  Participant:

  	
   

  	
  Employee
  ID:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date of Grant:

  	
   

  
	
   

  	
   

  
	
  Number of Option Shares:

  	
                                  ,
  subject to adjustment as provided by the Option Agreement.

  
	
   

  	
   

  
	
  Exercise Price:

  	
  $

  
	
   

  	
   

  
	
  Initial Vesting Date:

  	
   

  
	
   

  	
   

  
	
  Option Expiration Date:

  	
  The date seven (7) years after the Date of
  Grant

  
	
   

  	
   

  
	
  Tax Status of Option:

  	
  Nonstatutory Stock Option

  
	
   

  	
   

  
	
  Vested Shares:

  	
  Except as provided in the Option Agreement, the
  number of Vested Shares (disregarding any resulting fractional share) as of
  any date is determined by multiplying the Number of Option Shares by the “Vested Ratio”
  determined as of such date as follows:

  



 


	
   

  	
   

  	
   

  	
  Vested Ratio

  
	
   

  	
  Prior to Initial
  Vesting Date

  	
   

  	
  0

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  On Initial Vesting
  Date, provided the Participant’s Service as an Employee has not terminated
  prior to such date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Plus

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  For each additional
  full month of the Participant’s continuous Service as an Employee from
  Initial Vesting Date until the Vested Ratio equals 1/1, an additional

  	
   

  	
  1/48

  



 


	
  Adjustments
  to Vested Ratio:

  	
  The Company may adjust the
  Vested Ratio to account for any periods of part-time Service as an Employee.

  
	
   

  	
   

  
	
  Termination
  of Unvested Option:

  	
  Except as may otherwise be
  provided by the Board,  upon
  termination of the Participant’s Service as an Employee, the Option shall
  terminate immediately with respect to shares that are not Vested Shares.  Upon termination of the Participant’s
  Service, the Option shall terminate in accordance with the terms of the
  Option Agreement.

  



 


By their signatures below
or by electronic acceptance or authentication in a form authorized by the
Company, the Company and the Participant agree that the Option is governed by
this Grant Notice and by the provisions of the Plan and the Option Agreement,
both of which are made a part of this document. 
The Participant acknowledges that copies of the Plan, the Option
Agreement and the prospectus for the Plan are available on the Company’s
internal web site and may be viewed and printed by the Participant for
attachment to the Participant’s copy of this Grant Notice.  The Participant represents that the
Participant has read and is familiar with the provisions of the Plan and the
Option Agreement, and hereby accepts the Option subject to all of their terms
and conditions.


 


	
  Facet Biotech Corporation

  	
  Participant

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  [officer name]

  	
  Signature

  
	
  [officer title]

  	
   

  
	
   

  	
  Date

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  
	
   

  	
   

  	
   

  
					



 


ATTACHMENTS:2008
Equity Incentive Plan, as amended to the Grant Date; Option Agreement and Plan
Prospectus