Form of Non-Employee Director Stock Unit Award Agreement



 Exhibit 10.35 
 XENOPORT, INC. 
 2005
EQUITY INCENTIVE PLAN 
 NON-EMPLOYEE
DIRECTOR STOCK UNIT AWARD AGREEMENT 
 Pursuant
to the Stock Unit Grant Notice (“Grant Notice”) and this Non-Employee Director Stock Unit Award Agreement (“Agreement”), XenoPort, Inc. (the “Company”) has awarded you a Stock
Unit Award pursuant to Section 7(c) of the Company’s 2005 Equity Incentive Plan (the “Plan”) for the number of Stock Units as indicated in the Grant Notice (collectively, the “Award”).
Defined terms not explicitly defined in this Agreement but defined in the Plan shall have the same definitions as in the Plan. Subject to adjustment and the terms and conditions as provided herein and in the Plan, each Stock Unit shall represent the
right to receive one (1) share of Common Stock. 
 The details of your Award, in addition to those set forth in the Grant
Notice, are as follows. 
 1. NUMBER OF STOCK UNITS
AND SHARES OF COMMON STOCK. The number of Stock Units in your Award is set forth in the Grant Notice. 

(a) The number of Stock Units subject to your Award and the number of shares of Common Stock deliverable with respect to such
Stock Units may be adjusted from time to time for Capitalization Adjustments as described in Section 11(a) of the Plan. You shall receive no benefit or adjustment to your Award with respect to any cash dividend or other distribution that does
not result in a Capitalization Adjustment pursuant to Section 11(a) of the Plan; provided, however, that this sentence shall not apply with respect to any shares of Common Stock that are delivered to you in connection with your Award
after such shares have been delivered to you. 
 (b) Any additional Stock Units, shares of Common Stock, cash or other
property that becomes subject to the Award pursuant to this Section 1 shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to
the other Stock Units and Common Stock covered by your Award. 
 (c) Notwithstanding the provisions of this
Section 1, no fractional Stock Units or rights for fractional shares of Common Stock shall be created pursuant to this Section 1. The Board shall, in its discretion, determine an equivalent benefit for any fractional Stock Units or
fractional shares that might be created by the adjustments referred to in this Section 1. 
 2.
VESTING. The Stock Units shall vest, if at all, as provided in the Vesting Schedule set forth in your Grant Notice and the Plan, provided that vesting shall cease upon the termination of your Continuous Service.


  
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 3. DELIVERY OF SHARES OF
COMMON STOCK. 
 (a) Subject to the provisions of this Agreement and the
Plan, in the event one or more Stock Units vests, the Company shall deliver to you one (1) share of Common Stock for each Stock Unit that vests on the applicable vesting date. However, if a scheduled delivery date falls on a date that is not a
business day, such delivery date shall instead fall on the next following business day. 
 (b) The form of such delivery
(e.g., a stock certificate or electronic entry evidencing such shares) shall be determined by the Company. 
 4.
PAYMENT BY YOU. This Award was granted in consideration of your services for the Company. Subject to Section 10 below, except as otherwise provided in the Grant Notice, you will
not be required to make any payment to the Company (other than your past and future services for the Company) with respect to your receipt of the Award, vesting of the Stock Units, or the delivery of the shares of Common Stock underlying the Stock
Units. 
 5. SECURITIES LAW COMPLIANCE. You may not be issued
any Common Stock under your Award unless either (i) the shares of Common Stock are then registered under the Securities Act of 1933, as amended (the “Securities Act”) or (ii) the Company has determined that such
issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you shall not receive such Common Stock if the Company determines that
such receipt would not be in material compliance with such laws and regulations. 
 6. RESTRICTIVE
LEGENDS. The Common Stock issued under your Award shall be endorsed with appropriate legends, if any, determined by the Company. 
 7. TRANSFER RESTRICTIONS. Prior to the time that shares of Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise
dispose of the shares in respect of your Award. For example, you may not use shares that may be issued in respect of your Stock Units as security for a loan, nor may you transfer, pledge, sell or otherwise dispose of such shares. This restriction on
transfer will lapse upon delivery to you of shares in respect of your vested Stock Units. Your Award is not transferable, except by will or by the laws of descent and distribution. 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 receive any distribution of Common Stock to which you were entitled at the time of your death pursuant
to this Agreement. 
 8. AWARD NOT A SERVICE
CONTRACT. Your Award is not an employment or service contract, and nothing in your Award shall be deemed to create in any way whatsoever any obligation on your part to continue in the service of the Company or any
Affiliate, or on the part of the Company or any Affiliate to continue such service. In addition, nothing in your Award shall obligate the Company or any Affiliate, their respective stockholders, boards of directors or employees to continue any
relationship that you might have as an Employee or Consultant of the Company or any Affiliate. 
 9. UNSECURED
OBLIGATION. Your Award is unfunded, and even as to any Stock Units that vest, you shall be considered an unsecured creditor of the Company with respect to the


  
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Company’s obligation, if any, to issue Common Stock pursuant to this Agreement. You shall not have voting or any other rights as a stockholder of the Company with respect to the Common Stock
acquired pursuant to this Agreement until such Common Stock is issued to you pursuant to Section 3 of this Agreement. Upon such issuance, you will obtain full voting and other rights as a stockholder of the Company with respect to the Common
Stock so issued. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person. 

10. WITHHOLDING OBLIGATIONS. 

(a) On or before the time you receive a distribution of Common Stock pursuant to your Award, or at any time thereafter as
requested by the Company, you hereby authorize any required withholding from the Common Stock issuable to you and otherwise agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign income and
employment tax withholding obligations of the Company or any Affiliate which arise in connection with your Award (the “Withholding Taxes”). If specified in your Grant Notice, you may direct the Company to withhold shares of
Common Stock with a Fair Market Value (measured as of the date shares of Common Stock are delivered pursuant to Section 3) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock
so withheld shall not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and foreign tax purposes, including payroll taxes, that are
applicable to supplemental taxable income. 
 (b) Unless the tax withholding obligations of the Company and/or any
Affiliate are satisfied, the Company shall have no obligation to deliver to you any Common Stock. 
 (c) In the event the
Company’s obligation to withhold arises prior to the delivery to you of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld
by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount. 
 11. CHANGE IN CONTROL. In the event that you are required to resign your position as a Non-Employee Director as a condition of a Change
in Control or you are removed from your position as a Non-Employee Director in connection with a Change in Control, the vesting of your Award shall be accelerated in full. 
 12. BEST AFTER-TAX PROVISION. 
 (a) If any payment or benefit you would receive pursuant to a Change in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute
payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be
equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of 

  
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the Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after
taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the
Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount,
reduction shall occur in a manner necessary to provide you with the greatest economic benefit. If more than one manner of reduction of payments or benefits necessary to arrive at the Reduced Amount yields the greatest economic benefit, the payments
and benefits shall be reduced pro rata. 
 (b) The accounting firm engaged by the Company for general tax purposes
as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the
Change in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made
hereunder. 
 (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations,
together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by you or the Company) or such other time as
requested by you or the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish you and the Company with an opinion reasonably
acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company. 

13. NOTICES. Any notices provided for in your Award or the Plan shall be given in writing to each of
the other parties hereto and shall be deemed effectively given on the earlier of (i) the date of personal delivery, including delivery by express courier, or (ii) the date that is five (5) days after deposit in the United States Post
Office (whether or not actually received by the addressee), by registered or certified mail with postage and fees prepaid, addressed at the following addresses, or at such other address(es) as a party may designate by ten (10) days’
advance written notice to each of the other parties hereto: 
  

					
	COMPANY:	    	XenoPort, Inc.	  	
		    	Attn: General Counsel	  	
		    	3410 Central Expressway	  	
		    	Santa Clara, California 95051	  	
		
	PARTICIPANT:	    	Your address as on file with the Company at the time notice is given


  
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 14. HEADINGS. The headings of the Sections in this
Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement or to affect the meaning of this Agreement. 
 15. AMENDMENT. This Agreement may be amended only by a writing executed by the Company and you which specifically states that it is amending this Agreement.
Notwithstanding the foregoing, this Agreement may be amended solely by the Company by a writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and provided that no such
amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing, the Company reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem
necessary or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights
relating to that portion of the Award that has not been delivered to you in Common Stock pursuant to Section 3. 
 16.
MISCELLANEOUS. 
 (a) The rights and obligations of the Company under your Award shall
be transferable by the Company to any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by the Company’s successors and assigns. 

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the
Company to carry out the purposes or intent of your Award. 
 (c) You acknowledge and agree that you have reviewed your
Award in its entirety, have had an opportunity to obtain the advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award. 
 (d) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as may be required.

 (e) All obligations of the Company under the Plan and this Agreement shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company. 

17. GOVERNING PLAN DOCUMENT. Your Award is subject to all the
provisions of the Plan, the provisions of which are hereby made a part of your Award, 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 Award and those of the Plan, the provisions of the Plan shall control; provided, however, that Section 3 of this Agreement shall govern the timing of any distribution of Common
Stock under your Award. The Company shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation, and application 

  
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of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations and determinations made by the Board shall be final and binding upon
you, the Company, and all other interested persons. No member of the Board shall be personally liable for any action, determination, or interpretation made in good faith with respect to the Plan or this Agreement. 

18. EFFECT ON OTHER EMPLOYEE BENEFIT
PLANS. The value of the Award subject to this Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when calculating benefits under any employee benefit plan (other than
the Plan) sponsored by the Company or any Affiliate except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any or all of the employee benefit plans of the Company or any Affiliate.

 19. CHOICE OF LAW. The interpretation, performance and
enforcement of this Agreement shall be governed by the law of the state of California without regard to such state’s conflicts of laws rules. 
 20. SEVERABILITY. If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or
invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a
manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 
 21. OTHER DOCUMENTS. You hereby acknowledge receipt or the right to receive a document providing the information required by Rule 428(b)(1) promulgated
under the Securities Act (which includes the prospectus for this Award). In addition, you acknowledge receipt of the Company’s Policy Regarding Stock Trading by Directors, Officers and Other Designated Insiders. 

* * * * * 
 This
Stock Unit Award Agreement shall be deemed to be signed by the Company and you upon your electronic signing of the Stock Unit Grant Notice to which it is attached. 

  
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