Amended and Restated Compensation Plan for Non-Employee Directors



 Exhibit 10.5 
 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, amended and restated by Board
of Directors on March 20, 2008 and made effective as of January 1, 2008, amended and restated by the Board of Directors on September 15, 2009 and made effective as of January 1, 2010, amended and restated by the Board of
Directors on September 14, 2010 and made effective as of January 1, 2011, and amended and restated by the Board of Directors on September 13, 2011 and made effective as of January 1, 2012. 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 (the “Annual Retainer”);



  

	 	•	 	 An additional annual retainer of $35,000 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 be awarded equity compensation composed of stock options and/or
restricted stock units under the Company’s equity incentive plans. 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 be awarded equity compensation composed of stock options and/or restricted stock units
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 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 awarded by the Board
of Directors ; and 


  

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



 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 service 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
Non-Employee Directors shall be equal to 100% of the fair market value of the 

  
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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. All restricted stock units that are awarded under this Plan may only be delivered to the non-employee director upon either the earlier of (i) the
completion of the entire vesting period to which the restricted stock unit award relates, or (ii) the termination of the Non-Employee Director’s service, and in no event at any earlier date or upon the election or request of a Non-Employee
Director at any other alternative date. 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, 2012. 
 Non-Employee Directors of the Company should own shares of
Nektar’s common stock equivalent to at least three times the value of the Annual Retainer. 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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