exv10w2






Exhibit 10.2




DENDREON CORPORATION

2009 EQUITY INCENTIVE PLAN




INCENTIVE STOCK OPTION AGREEMENT



     Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this Incentive Stock Option
Agreement (the “Agreement”), Dendreon Corporation, a Delaware corporation (the “Company”) has
granted you an option under its 2009 Equity Incentive Plan (the “Plan”) to purchase the number of
Common Shares indicated in your Grant Notice at the exercise price indicated in your Grant Notice
(the “Option”). Defined terms not explicitly defined in this 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 Notice, provided that vesting will cease upon the termination of your continuous service
with the Company or any Subsidiary.



     2. Number of Shares and Exercise Price. The number of Common Shares subject to your Option
and your exercise price per share referenced in your Grant Notice may be adjusted from time to
time, as provided in the Plan.



     3. Type of Option. The Option granted hereunder is intended to be an “incentive stock option”
within the meaning of that term under Section 422 of the Code, and any successor provision thereto.



     4. Method of Payment. Payment of the exercise price is due in full upon exercise of all or
any part of your Option. The Company shall not be required to deliver Common Shares pursuant to
the exercise of an Option until payment of the full exercise price therefor is received by the
Company. You may elect to make payment of the exercise price in cash or by check or in any other
manner permitted by your Grant Notice, which may include one or more of the following:



          (a) cash or by check acceptable to the Company or by wire transfer of immediately available
funds in United States dollars;




          (b) a cashless exercise program that the Compensation Committee of the Board may approve, from
time to time in its discretion, pursuant to which you may concurrently provide irrevocable
instructions (A) to your broker or dealer to effect the immediate sale of the purchased shares and
remit to the Company, out of the sale proceeds available on the settlement date, sufficient funds
to cover the exercise price of the Option plus all applicable taxes required to be withheld by the
Company by reason of such exercise, and (B) to the Company to deliver the certificates for the
purchased shares directly to such broker or dealer in order to complete the sale;




          (c) other Common Shares that (A) are owned by you, (B) have a Market Value per Share on the
date of surrender equal to the aggregate exercise price of the Common Shares as to which the Option
is being exercised, (C) were not acquired by you pursuant to the






 









 







exercise of an Option, unless such Shares have been owned by you for at least six months or
such other period as the Compensation Committee of the Board may determine, (D) are all, at the
time of such surrender, free and clear of any and all claims, pledges, liens and encumbrances, or
any restrictions which would in any manner restrict the transfer of such shares to or by the
Company (other than such restrictions as may have existed prior to an issuance of such Common
Shares by the Company to you), and (E) are duly endorsed for transfer to the Company; or




          (d) By a combination of the foregoing.




     5. Whole Shares. You may exercise your Option only for whole Common Shares.



     6. Securities Law Compliance. The Company will make reasonable efforts to comply with all
applicable federal and state securities laws; provided, however, notwithstanding any other
provision of this Agreement, the Company will not be obligated to issue any Common Shares pursuant
to this Agreement if the issuance thereof would result in a violation of any such law.



     7. Term. You may not exercise your Option before the commencement of its term or after its
term expires. The term of your Option commences on the Date of Grant and expires upon the earliest
of the following:



          (a) 90 days after the termination of your continuous service with the Company or any
Subsidiary for any reason other than cause, death or Disability;




          (b) Immediately upon termination or cessation of your continuous service with the Company or
any Subsidiary for cause;




          (c) twelve (12) months after the termination of your continuous service due to your
Disability;




          (d) twelve (12) months after your death if you die either during your continuous service or
within 90 days after your continuous service terminates;




          (e) the Expiration Date indicated in your Grant Notice; or




          (f) the day before the tenth (10th) anniversary of the Date of Grant.




          For purposes of this Agreement, “Disability” means disability as determined under procedures
established by the Compensation Committee of the Board for purposes of the Plan.




          8. Exercise.




          (a) You may exercise the vested portion of your Option during its term by delivering a Notice
of Exercise (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.







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          (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 (1) the exercise of
your Option, (2) the lapse of any substantial risk of forfeiture to which the Common Shares are
subject at the time of exercise, or (3) the disposition of Common Shares acquired upon such
exercise.




     9. Transferability.



          (a) Your Option is not transferable, except by will or by the laws of descent and
distribution, and is exercisable during your life only by you. 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.




          (b) You shall not have the right to sell, transfer, assign, convey, pledge, hypothecate, grant
any security interest in or mortgage on, or otherwise dispose of or encumber any portion of your
Option or any interest therein.




     10. Premature Disposition of an Incentive Stock Option.



          (a) If you sell or otherwise dispose of Common Shares acquired upon the exercise the Option
within one year from the date such Common Shares were acquired or two years from the Date of Grant,
you agree that you will deliver a written report to the Company within ten days following the sale
or other disposition of such Common Shares detailing the net proceeds of such sale or disposition.




          (b) In the event that the aggregate Option Price of Common Shares with respect to which
incentive stock options are exercisable for the first time by you during any calendar year (under
all plans of the Company and any Subsidiary) exceeds $100,000, the Options representing such excess
shall be treated as options which are not incentive stock options, in accordance with the rules of
Section 422(d) of the Code. To the extent that you dispose of a Common Share received pursuant to
the exercise of this Option within two years from the Date of Grant or one year from the date of
exercise, it may not be treated as an incentive stock option.




     11. Adjustments. Options may be adjusted or terminated in any manner as contemplated by the
Plan or this Agreement. In addition, in the event of (i) a sale, lease or other disposition
of all or substantially all of the assets of the Company, (ii) a consolidation or merger of the
Company with or into any other corporation or other entity or person, or any other corporate
reorganization, in which the stockholders of the Company immediately prior to such consolidation,
merger or reorganization, own less than 50% of the Company’s outstanding voting power of the
surviving entity (or its parent) following the consolidation, merger or reorganization or (iii) any
transaction (or series of related transactions involving a person or entity, or a group of
affiliated persons or entities) in which in excess of fifty percent (50%) of the Company’s
outstanding voting power is transferred, then any surviving corporation or acquiring
corporation shall assume Options governed by this Agreement or shall substitute similar stock
awards (including an award to acquire the same consideration paid to the stockholders in such sale,
consolidation, merger or



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other transaction described herein). In the event any surviving corporation or acquiring
corporation refuses to assume such Options or to substitute similar stock awards, then with respect
to Options held by you pursuant to this Agreement and provided your service to the Company has not
terminated, the vesting of such Options (and, if applicable, the time during which such Options may
be exercised) shall be accelerated in full, and the Options shall terminate if not exercised (if
applicable) at or prior to such event. In the event your continuous service to the Company has
terminated at or prior to such event, your Options covered by this Agreement shall terminate if not
exercised (if applicable) prior to such event.




     12. No Employment Rights. The Plan, the Grant Notice and this Agreement are not employment or
service contracts, and will not be deemed to create in any way whatsoever any obligation on your
part to continue in the employ of the Company or a Subsidiary, or of the Company or a Subsidiary to
continue your employment. In addition, nothing herein shall obligate the Company or a Subsidiary
to continue any relationship that you might have as a Director or consultant for the Company or a
Subsidiary.



     13. No Stockholder Rights. You shall not have any stockholder rights with respect to the
Common Shares subject to the Option until you have exercised the Option.



     14. Withholding Obligations.



          (a) At the time you exercise your Option, in whole or in part, or at any time thereafter as
requested by the Company, you hereby authorize withholding from payroll and any other amounts
payable to you, and otherwise agree to make adequate provision for (including by means of a
“cashless exercise” pursuant to a program developed under Regulation T as promulgated by the
Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the
federal, state, local and foreign tax withholding obligations of the Company or a Subsidiary, if
any, which arise in connection with your Option.




          (b) Upon your request and subject to approval by the Company, in its sole discretion, and
compliance with any applicable conditions or restrictions of law, the Company may withhold from
fully vested Common Shares otherwise issuable to you upon the exercise of your Option a number of
whole Common Shares having a Market Value per Share, determined by the Company as of the date of
exercise, not in excess of the minimum amount of tax required to be withheld by law.




          (c) You may not exercise your Option unless the tax withholding obligations of the Company
and/or any Subsidiary are satisfied. Accordingly, you may not be able to exercise your Option when
desired even though your Option is vested, and the Company shall have no obligation to issue a
certificate for such Common Shares or release such Common Shares from any escrow provided for
herein.




          15. 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.







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     16. 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.



     17. Compliance with Section 409A of the Code. To the extent applicable, it is
intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code,
so that the income inclusion provisions of Section 409A(a)(1) do not apply to you. This Agreement
and the Plan shall be administered in a manner consistent with this intent.



     18. Data Protection. By signing below, you consent that the Company may process your
personal data, including name, Social Security number, address and number of Common Shares
purchased hereunder (“Data”) exclusively for the purpose of performing this Agreement, in
particular in connection with the Option awarded to you. For this purpose the Data may also be
disclosed to and processed by companies outside the Company, e.g., banks involved.



* * * * *




     This Agreement shall be deemed to be signed by the Company and the Participant upon the
electronic acceptance by the Participant of the Grant Notice to which it is attached.



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