EXHIBIT 10.2


 


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.             Dates of Exercise.  The
option shall be exercisable for shares of Common Stock in one or more
installments as specified in the Grant Certificate.  As your option becomes exercisable for such
installments, those installments shall accumulate, and the option shall remain
exercisable for the accumulated installments until the Expiration Date or
sooner termination of the option term under Section 7 below.


 


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)           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.


 


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(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;


 


(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.


 


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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.


 


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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