exv10w12






Exhibit 10.12




AMENDED AND RESTATED

COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS



This is the Compensation Plan (the “Plan”) for Non-Employee Directors (each a “Non-Employee
Director”) of Nektar Therapeutics (the “Company”). This Plan was approved by the Board of Directors
and made effective on June 1, 2006 and amended and restated by Board of Directors and made on
effective March 1, 2007 and amended and restated by Board of Directors on March 20, 2008 and made
effective as of January 1, 2008 and amended and restated by the Board of Directors on September 15,
2009 and made effective as of January 1, 2010 and amended and restated by the Board of Directors on
September 14, 2010 and made effective as of January 1, 2011. The terms and conditions of the Plan
are described below:





	 	•	 	An annual retainer of $30,000 for serving on the Board of Directors,
payable in equal quarterly installments;
	 
	 	•	 	An annual retainer of $25,000 for serving as the Chair or Lead
Director of the Board of Directors, payable in quarterly installments;
	 
	 	•	 	An annual retainer of $20,000 for serving as the Chair of the
Company’s Audit Committee, payable in equal quarterly installments;
	 
	 	•	 	An annual retainer of $15,000 for serving as Chair of the Company’s
Compensation Committee, payable in equal quarterly installments;
	 
	 	•	 	An annual retainer of $10,000 for serving as Chair of the Company’s
Nominating/Governance Committee, payable in equal quarterly installments;
	 
	 	•	 	An annual retainer of $5,000 for serving as Chair of any other
committee established by the Board of Directors, payable in equal
quarterly installments;
	 
	 	•	 	Each Non-Employee Director shall receive $2,000 for attending each
in-person or telephonic board meeting. Each Non-Employee Director shall
receive $1,000 for each in-person board meeting attended via conference
telephone.
	 
	 	•	 	Each Non-Employee Director shall receive $1,750 for attending a each
in person or telephonic committee meeting. Each Non-Employee Director
shall receive $875 for each in-person committee meeting attended via
conference telephone.




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	 	•	 	Each Non-Employee Director shall be reimbursed for customary expenses
for attending Board of Director, committee and stockholder meetings;
	 
	 	•	 	Upon initial appointment to the Board of Directors, each Non-Employee
Director shall receive equity compensation composed of either (i) stock
options at an exercise price equal to the closing price of the Company’s
common stock as reported by the Nasdaq Global Select Market on the grant
date, under the Company’s equity incentive plan; or (ii) fifty percent
(50%) stock options at an exercise price equal to the closing price of
the Company’s common stock as reported by the Nasdaq Global Select Market
on the grant date and fifty percent (50%) restricted stock unit awards,
each under the Company’s equity incentive plan. This initial appointment
equity compensation award will be based on one hundred and fifty percent
(150%) of the annual equity compensation grant, as determined annually by
the Board of Directors in consultation with its professional advisors.
For purposes of the foregoing, the value of stock options will be
determined based on the Black-Scholes valuation methodology and the value
of restricted stock units will be based on the value of the Company’s
common stock on the grant date;
	 
	 	•	 	In September of each year, each Non-Employee Director shall receive
equity compensation composed of either (i) stock options at an exercise
price equal to the closing price of the Company’s common stock as
reported by the Nasdaq Global Select Market on the grant date, under the
Company’s equity incentive plan; or (ii) fifty percent (50%) stock
options at an exercise price equal to the closing price of the Company’s
common stock as reported by the Nasdaq Global Select Market on the grant
date and fifty percent (50%) restricted stock unit awards, each under the
Company’s equity incentive plans. This annual equity compensation award
will be based on a review of equity compensation for non-employee
directors of comparable companies as determined annually by the Board of
Directors in consultation with its professional advisors. For purposes of
the foregoing, the value of stock options will be determined based on the
Black-Scholes valuation methodology and the value of restricted stock
units will be based on the value of the Company’s common stock on the
grant date. If any Non-Employee Director is appointed following the
annual grant of equity compensation, he or she will also be entitled to a
pro-rata portion of the most recent annual grant of equity compensation
determined by the Board of Directors ; and




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	 	•	 	Non-Employee Directors are also eligible for discretionary grants of
options or restricted stock units under the Company’s equity incentive
plan.




Options granted to a Non-Employee Director for their annual service on the Board of Directors shall
vest monthly over a period of one year. Restricted stock unit awards granted to a Non-Employee
Director for their annual shall vest monthly over a period of one year. Options granted to a
Non-Employee Director for their initial appointment to the Board of Directors shall vest monthly
over a period of three years. Restricted stock unit awards granted to a Non-Employee Director for
their initial appointment shall vest monthly over a period of three years. The exercise price of
options granted to a Non-Employee Director shall be equal to 100% of the fair market value of the
Company’s common stock on the grant date. Following completion of a Non-Employee Director’s service
on the Board of Directors, his or her stock options will remain exerciseable for a period of
eighteen months. The term of options granted to a Non-Employee Director is eight years. In the
event of a change of control, the vesting of each option or restricted stock unit award shall
accelerate in full as of the closing of such transaction.



Ownership Guidelines



The Board of Directors of the Company believes that Non-Employee Directors should own and hold
common stock of the Company to further align their interests and actions with the interests of the
Company’s stockholders. Therefore, the Board of Directors has adopted the following Stock Ownership
Guidelines effective January 1, 2010.



Non-Employee Directors of the Company should own at least 9,000 shares of Nektar’s common stock.
The minimum stock ownership level should be achieved by each Non-Employee Director within five
years of the adoption of these guidelines or first appointment to the Board. Any change in the
value of the stock (such as a stock split, stock dividend, recapitalization, etc.) will not affect
the amount of stock Non-Employee Directors must hold. Once achieved, ownership of the guideline
amount should be maintained as long as the Non-Employee Director retains his or her seat on the
Board.



Stock that counts towards satisfaction of these guidelines include:





	 	▪	 	Stock purchased on the open market;
	 
	 	▪	 	Stock obtained through stock option exercises;
	 
	 	▪	 	Restricted stock units;
	 
	 	▪	 	Stock beneficially owned in a trust, by a spouse and/or minor children; and
	 
	 	▪	 	Other equity vehicles such as deferred stock units that may be implemented from
time to time.




These ownership guidelines are non-binding. There may be rare instances where these guidelines
would place a severe hardship on a Non-Employee Director. In these cases, the Board will make the
final decision as to developing an alternative stock ownership guideline for a Non-Employee
Director that reflects the intention of these guidelines and his or her personal circumstances.






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