2000 Non-Employee Directors' Stock Option Plan and Agreement



 Exhibit 10.4 
 TELIK, INC. 
 2000 Non-Employee Directors’ Stock Option Plan 
 Adopted March 22, 2000 
 Approved By
Stockholders March 29, 2000 
 Amended by the Board of Directors May 14, 2002 
 Amended by the Board of Directors February 17, 2006 
 Approved by the Stockholders
May 25, 2006 
 Amended by the Board of Directors February 20, 2008 
 Effective Date: August 11, 2000 
 Termination Date: March, 2010 
 (1) PURPOSES. 
 (a) Eligible Option
Recipients.    The persons eligible to receive Options are the Non-Employee Directors of the Company. 
 (b)
Available Options.    The purpose of the Plan is to provide a means by which Non-Employee Directors may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Nonstatutory Stock
Options. 
 (c) General Purpose.    The Company, by means of the Plan, seeks to retain the services of its
Non-Employee Directors, to secure and retain the services of new Non-Employee Directors and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates. 
 (2) DEFINITIONS. 
 (a)
“Affiliate” means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. 
 (b) “Annual Grant” means an Option granted annually to all Non-Employee Directors who meet the specified criteria
specified in subsection 6(b) of the Plan. 
 (c) “Annual Meeting” means the annual meeting of the stockholders
of the Company. 
 (d) “Board” means the Board of Directors of the Company. 
 (e) “Code” means the Internal Revenue Code of 1986, as amended. 
 (f) “Common Stock” means the common stock of the Company. 
 (g) “Company” means Telik, Inc., a Delaware corporation. 
 (h) “Consultant” means any person, including an advisor, (i) engaged by the Company or an Affiliate to render
consulting or advisory services and who is compensated for such services or (ii) who is a member of the Board of Directors of an Affiliate. However, the term “Consultant” shall not include either Directors of the Company who are not
compensated by the Company for their services as Directors or Directors of the Company who are merely paid a director’s fee by the Company for their services as Directors. 







 (i) “Continuous Service” means that the Optionholder’s service with
the Company or an Affiliate, whether as an Employee, Director or Consultant, is not interrupted or terminated. The Optionholder’s Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the
Optionholder renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Optionholder renders such service, provided that there is no interruption or termination of the
Optionholder’s Continuous Service. For example, a change in status from a Non-Employee Director of the Company to a Consultant of an Affiliate or an Employee of the Company will not constitute an interruption of Continuous Service. The Board or
the Chief Executive Officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military
leave or any other personal leave. 
 (j) “Director” means a member of the Board of Directors of the Company.

 (k) “Disability” means the permanent and total disability of a person within the meaning of
Section 22(e)(3) of the Code. 
 (l) “Employee” means any person employed by the Company or an Affiliate.
Mere service as a Director or payment of a director’s fee by the Company or an Affiliate shall not be sufficient to constitute “employment” by the Company or an Affiliate. 
 (m) “Exchange Act” means the Securities Exchange Act of 1934, as amended. 
 (n) “Fair Market Value” means, as of any date, the value of the Common Stock determined as follows: 
 (i) If the Common Stock is listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap
Market, the Fair Market Value of a share of Common Stock, unless otherwise determined by the Board, shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange
or market with the greatest volume of trading in the Common Stock) on the day of determination (or if such day of determination does not fall on a market trading day, then the last market trading day prior to the day of determination), as reported
in The Wall Street Journal or such other source as the Board deems reliable. 
 (ii) In the absence of such
markets for the Common Stock, the Fair Market Value shall be determined in good faith by the Board. 
 (o) “Initial
Grant” means an Option granted to a Non-Employee Director who meets the criteria specified in subsection 6(a) of the Plan. 
 (p) “IPO Date” means the date the registration statement for the initial public offering of the Company becomes effective. 
 (q) “Non-Employee Director” means a Director who is not an Employee. 
 (r)
“Nonstatutory Stock Option” means an Option not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder. 
 (s) “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act
and the rules and regulations promulgated thereunder. 
 (t) “Option” means a Nonstatutory Stock Option
granted pursuant to the Plan. 
 (u) “Option Agreement” means a written agreement between the Company and an
Optionholder evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. 







 (v) “Optionholder” means a person to whom an Option is granted pursuant to
the Plan or, if applicable, such other person who holds an outstanding Option. 
 (w) “Plan” means this Telik,
Inc. 2000 Non-Employee Directors’ Stock Option Plan. 
 (x) “Rule 16b-3” means Rule 16b-3 promulgated
under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time. 
 (y) “Securities Act”
means the Securities Act of 1933, as amended. 
 (3) ADMINISTRATION. 
 (a) Administration by Board.    The Board shall administer the Plan. The Board may not delegate administration of the Plan to a
committee. 
 (b) Powers of Board.    The Board shall have the power, subject to, and within the limitations of,
the express provisions of the Plan: 
 (i) To determine the provisions of each Option to the extent not specified in
the Plan. 
 (ii) To construe and interpret the Plan and Options granted under it, and to establish, amend and revoke
rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Option Agreement, in a manner and to the extent it shall deem necessary or expedient to
make the Plan fully effective. 
 (iii) To amend the Plan or an Option as provided in Section 12. 
 (iv) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best
interests of the Company that are not in conflict with the provisions of the Plan. 
 (c) Effect of Board’s
Decision.    All determinations, interpretations and constructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. 
 (4) SHARES SUBJECT TO THE PLAN. 
 (a) Share Reserve.    Subject to the provisions of Section 11 relating to adjustments upon changes in the Common Stock,
the Common Stock that may be issued pursuant to Options shall not exceed in the aggregate six hundred thousand (600,000) shares of Common Stock. 
 (b) Reversion of Shares to the Share Reserve.    If any Option shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full, the shares of
Common Stock not acquired under such Option shall revert to and again become available for issuance under the Plan. 
 (c) Source of
Shares.    The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise. 
 (5) ELIGIBILITY. 
 The Options as set forth in section 6 automatically shall be granted under the Plan to all
Non-Employee Directors. 
 (6) NON-DISCRETIONARY GRANTS. 
 (a) Initial Grants.    Without any further action of the Board, each Non-Employee Director shall be granted an Initial Grant as
follows: 
 (i) On the IPO Date, each person who is then a Non-Employee Director automatically shall be granted an
Initial Grant to purchase twenty thousand (20,000) shares of Common Stock on the terms and conditions set forth herein. 







 (ii) After the IPO Date, each person who is elected or appointed for the first
time to be a Non-Employee Director automatically shall, upon the date of his or her initial election or appointment to be a Non-Employee Director by the Board or stockholders of the Company, be granted an Initial Grant to purchase twenty thousand
(20,000) shares of Common Stock on the terms and conditions set forth herein. 
 (b) Annual
Grants.    Without any further action of the Board, on the day following each Annual Meeting commencing with the first Annual Meeting following the IPO Date, each person who is then a Non-Employee Director automatically shall
be granted an Annual Grant to purchase ten thousand (10,000) shares of Common Stock on the terms and conditions set forth herein; provided, however, that if the person has not been serving as a Non-Employee Director for the entire period
since the preceding Annual Meeting, then the number of shares subject to the Annual Grant shall be reduced pro rata for each full quarter prior to the date of grant during which such person did not serve as a Non-Employee Director. 
 (7) OPTION PROVISIONS. 
 Each Option shall be in such form and shall contain such terms and conditions as required by the Plan. Each Option shall contain such additional terms and conditions, not inconsistent with the Plan, as the Board shall deem appropriate. Each
Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions: 
 (a) Term.    No Option shall be exercisable after the expiration of ten (10) years from the date it was granted. 
 (b) Exercise Price.    The exercise price of each Option shall be one hundred percent (100%) of the Fair Market Value of
the stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption
or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code. 
 (c)
Consideration.    The purchase price of stock acquired pursuant to an Option may be paid, to the extent permitted by applicable statutes and regulations, in any combination of the following methods: 
 (i) By cash or check. 
 (ii) 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 the
Optionholder has held for the period required to avoid a charge to the Company’s reported earnings (generally six months) or that the Optionholder 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 shall include delivery to the Company of the Optionholder’s attestation of ownership of
such shares of Common Stock in a form approved by the Company. Notwithstanding the foregoing, the Optionholder may not exercise the 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. 
 (iii) 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. 
 (d) Transferability.    Each Option shall be transferable by will or by the laws of descent and distribution and, during the
lifetime of the Optionholder, only as described in the Option Agreement. However, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the
Optionholder, shall thereafter be entitled to exercise the Option. 







 (e) Exercise Schedule.    The Option shall be exercisable as the shares of
Common Stock subject to the Option vest. 
 (f) Vesting
Schedule.    Options shall vest as follows: (i) one fourth (1/4th) of the shares of Common Stock subject to the
Option shall vest one year after the date of the grant of the Option, and (ii) one forty-eighth (1/48th) of the shares of Common Stock
subject to the Option shall vest monthly thereafter over a period of three (3) years. 
 (g) Termination of Continuous
Service.    In the event an Optionholder’s Continuous Service terminates (other than upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the Optionholder
was entitled to exercise it as of the date of termination) but only within such period of time ending on the earlier of (i) the date three (3) months following the termination of the Optionholder’s Continuous Service or (ii) the
expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate. 
 (h) Extension of Termination Date.    If the exercise of the Option following the termination of the Optionholder’s
Continuous Service (other than upon the Optionholder’s death or Disability) would be prohibited at any time solely because the issuance of shares would violate the registration requirements under the Securities Act, then the Option shall
terminate on the earlier of (i) the expiration of the term of the Option set forth in subsection 7(a) or (ii) the expiration of a period of three (3) months after the termination of the Optionholder’s Continuous Service during
which the exercise of the Option would not be in violation of such registration requirements. 
 (i) Disability of
Optionholder.    In the event an Optionholder’s Continuous Service terminates as a result of the Optionholder’s Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was
entitled to exercise it as of the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination or (ii) the expiration of the term of the Option as set
forth in the Option Agreement. If, after termination, the Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate. 
 (j) Death of Optionholder.    In the event (i) an Optionholder’s Continuous Service terminates as a result of the Optionholder’s death or (ii) the Optionholder dies
within the three-month period after the termination of the Optionholder’s Continuous Service for a reason other than death, then the Option may be exercised (to the extent the Optionholder was entitled to exercise the Option as of the date of
death) by the Optionholder’s estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the Option upon the Optionholder’s death, but only within the period ending on
the earlier of (1) the date eighteen (18) months following the date of death or (2) the expiration of the term of such Option as set forth in the Option Agreement. If, after death, the Option is not exercised within the time specified
herein, the Option shall terminate. 
 (8) COVENANTS OF THE COMPANY. 
 (a) Availability of Shares.    During the terms of the Options, the Company shall keep available at all times the number of
shares of Common Stock required to satisfy such Options. 
 (b) Securities Law Compliance.    The Company shall
seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Options and to issue and sell shares of Common Stock upon exercise of the Options; provided, however, that this
undertaking shall not require the Company to register under the Securities Act the Plan, any Option or any stock issued or issuable pursuant to any such Option. If, after reasonable efforts, the Company is unable to obtain from any such regulatory
commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell stock upon exercise of such
Options unless and until such authority is obtained. 







 (9) USE OF PROCEEDS FROM STOCK.

 Proceeds from the sale of stock pursuant to Options shall constitute general funds of the Company. 
 (10) MISCELLANEOUS. 
 (a)
Shareholder Rights.    No Optionholder shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such Option unless and until such Optionholder has satisfied all
requirements for exercise of the Option pursuant to its terms. 
 (b) No Service Rights.    Nothing in the Plan or
any instrument executed or Option granted pursuant thereto shall confer upon any Optionholder any right to continue to serve the Company as a Non-Employee Director or shall affect the right of the Company or an Affiliate to terminate (i) the
employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the Company or an Affiliate or (iii) the service of a Director
pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the case may be. 
 (c) Investment Assurances.    The Company may require an Optionholder, as a condition of exercising or acquiring stock under
any Option, (i) to give written assurances satisfactory to the Company as to the Optionholder’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company
who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Option; and (ii) to give written
assurances satisfactory to the Company stating that the Optionholder is acquiring the stock subject to the Option for the Optionholder’s own account and not with any present intention of selling or otherwise distributing the stock. The
foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (iii) the issuance of the shares upon the exercise or acquisition of stock under the Option has been registered under a then currently
effective registration statement under the Securities Act or (iv) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable
securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not
limited to, legends restricting the transfer of the stock. 
 (d) Withholding Obligations.    The Optionholder may
satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of stock under an Option by any of the following means (in addition to the Company’s right to withhold from any compensation paid to the
Optionholder by the Company) or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares from the shares of the Common Stock otherwise issuable to the Optionholder as a result of the
exercise or acquisition of stock under the Option, provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax required to be withheld by law; or (iii) delivering to the Company owned and
unencumbered shares of the Common Stock. 
 (11) ADJUSTMENTS UPON CHANGES IN
STOCK. 
 (a) Capitalization Adjustments.    If any change is made in the stock subject to the
Plan, or subject to any Option, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating
dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the class(es) and maximum number of
securities subject both to the Plan pursuant to subsection 4(a) and to the nondiscretionary Options specified in Section 5, and the outstanding Options will be appropriately adjusted in the class(es) and number of securities and price per share
of stock subject to such outstanding Options. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a transaction
“without receipt of consideration” by the Company.) 







 (b) Dissolution or Liquidation.    In the event of a dissolution or
liquidation of the Company, then all outstanding Options shall terminate immediately prior to such event. 
 (c) Change in
Control.    In the event of (i) a sale, lease or other disposition of all or substantially all of the securities or assets of the Company, (ii) a merger or consolidation in which the Company is not the surviving
corporation or (iii) a reverse merger in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form
of securities, cash or otherwise, then any surviving corporation or acquiring corporation may assume any Options outstanding under the Plan or substitute similar Options (including an option to acquire the same consideration paid to the stockholders
in the transaction described in this subsection 11(c)) for those outstanding under the Plan. In the event any surviving corporation or acquiring corporation does not assume such Options or substitute similar Options for those outstanding under the
Plan, then with respect to Options held by Optionholders whose Continuous Service has not terminated, the vesting of such Options (and the time during which such Options may be exercised) shall be accelerated in full, and the Options shall terminate
if not exercised at or prior to such event. With respect to any other Options outstanding under the Plan, such Options shall terminate if not exercised prior to such event. 
 (12) AMENDMENT OF THE PLAN AND OPTIONS. 
 (a) Amendment of Plan.    The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 11 relating to adjustments upon changes in stock, no
amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder approval is necessary to satisfy the requirements of Rule 16b-3 or any Nasdaq or securities exchange listing requirements. 
 (b) Shareholder Approval.    The Board may, in its sole discretion, submit any other amendment to the Plan for stockholder
approval. 
 (c) No Impairment of Rights.    Rights under any Option granted before amendment of the Plan shall
not be impaired by any amendment of the Plan unless (i) the Company requests the consent of the Optionholder and (ii) the Optionholder consents in writing. 
 (d) Amendment of Options.    The Board at any time, and from time to time, may amend the terms of any one or more Options; provided, however, that the rights under any Option shall not be
impaired by any such amendment unless (i) the Company requests the consent of the Optionholder and (ii) the Optionholder consents in writing. 
 (13) TERMINATION OR SUSPENSION OF THE PLAN. 
 (a) Plan Term.    The Board may suspend or terminate the Plan at any
time. Unless sooner terminated, the Plan shall terminate on the day before the tenth (10th) anniversary of its adoption by the Board. No
Options may be granted under the Plan while the Plan is suspended or after it is terminated. 
 (b) No Impairment of
Rights.    Suspension or termination of the Plan shall not impair rights and obligations under any Option granted while the Plan is in effect except with the written consent of the Optionholder. 
 (14) EFFECTIVE DATE OF PLAN. 
 The Plan shall become effective on the IPO Date, but no Option shall be exercised unless and until the Plan has been approved by the stockholders of the
Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board. 
 (15) CHOICE
OF LAW. 
 All questions concerning the construction, validity and interpretation of this Plan shall be
governed by the law of the State of Delaware, without regard to such state’s conflict of laws rules.