ex109-formofstockunitgra






  Exhibit 10.9  SEAGEN INC.  FRENCH-QUALIFIED RESTRICTED STOCK UNIT GRANT NOTICE   Seagen Inc. (the “Company”), pursuant to its Amended and Restated 2007 Equity Incentive Plan (the “U.S. Plan”)  and the Rules of the Seagen Inc. Amended and Restated 2007 Equity Incentive Plan for Stock Units granted to French  Grantees (the “French RSU Sub-Plan;” together with the U.S. Plan, the “Plan”), hereby awards to Grantee a Stock  Unit Award for the number of stock units set forth below (the “Award”).  The Award is subject to all of the terms and  conditions as set forth herein and in the Plan and the French-Qualified Restricted Stock Unit Agreement for Grantees  in France (the “Agreement”).  Capitalized terms not otherwise defined herein shall have the meanings set forth in the  Plan or the Agreement. Except as explicitly provided herein, in the event of any conflict between the terms in the  Award and the Plan, the terms of the Plan shall control.  Grantee:    %%FIRST_NAME%-% %%MIDDLE_NAME%-% %%LAST_NAME%-%  Date of Grant:   %%OPTION_DATE,'MM/DD/YYYY'%-%  Vesting Commencement Date: %%VEST_DATE_PERIOD1,'MM/DD/YYYY'%-%  Number of French-Qualified   Restricted Stock Units   Subject to Award: %%TOTAL_SHARES_GRANTED,'999,999,999'%-%  Vesting Schedule:  Subject to Section 3 of the Agreement, this Award shall vest on the below vesting  date(s). Notwithstanding the foregoing, vesting shall terminate upon the Grantee’s  Termination of Employment.     %%VEST_DATE_PERIOD1, 'MM/DD/YYYY'%-% %%SHARES_PERIOD1%-%   %%VEST_DATE_PERIOD2, 'MM/DD/YYYY'%-% %%SHARES_PERIOD2%-%   %%VEST_DATE_PERIOD3, 'MM/DD/YYYY'%-% %%SHARES_PERIOD3%-%    Consideration:  Grantee’s Services    Issuance Schedule: The shares of Common Stock to be issued in respect of the Award will be issued in  accordance with the issuance schedule set forth in Section 8 of the Agreement.  Sell to Cover Election: By accepting this Award, Grantee hereby: (1) elects, effective on the date Grantee  accepts this Award, to sell shares of Common Stock issued in respect of the Award in an  amount determined in accordance with Section 13(c) of the Agreement, and to allow the  Agent to remit the cash proceeds of such sale to the Company as more specifically set  forth in Section 13(c) of the Agreement (a “Sell to Cover”); (2) directs the Company to  make a cash payment to satisfy the Withholding Obligation from the cash proceeds of  such sale directly to the appropriate taxing authorities; and (3) represents and warrants  that (i) Grantee has carefully reviewed Section 13(c) of the Agreement, (ii) on the  date Grantee accepts this Award he or she is not aware of any material, nonpublic  information with respect to the Company or any securities of the Company, is not  subject to any legal, regulatory or contractual restriction that would prevent the  Agent from conducting sales, does not have, and will not attempt to exercise,  authority, influence or control over any sales of Common Stock effected by the  Agent pursuant to the Agreement, and is entering into the Agreement and this  election to Sell to Cover in good faith and not as part of a plan or scheme to evade  the prohibitions of Rule 10b5-1 (regarding trading of the Company's securities on  the basis of material nonpublic information) under the Exchange Act or other  applicable securities laws, and (iii) it is Grantee’s intent that this election to Sell to  Cover and Section 13(c) of the Agreement comply with the requirements of  Rule 10b5-1(c)(1) under the Exchange Act or other applicable securities laws and  





 






    3-8-21       be interpreted to comply with the requirements of Rule 10b5-1(c) under the  Exchange Act or other applicable securities. The Grantee further acknowledges  that by accepting this Award, Grantee is adopting a 10b5-1 Plan (as defined in  Section 13(c) of the Agreement) to permit Grantee to conduct a Sell to Cover  sufficient to satisfy the Withholding Obligation as more specifically set forth in  Section 13(c) of the Agreement.  Additional Terms/Acknowledgements:  Grantee acknowledges receipt of, and understands and agrees to, this  French-Qualified Restricted Stock Unit Grant Notice, the Agreement and the Plan.  Grantee further acknowledges that  as of the Date of Grant, this French-Qualified Restricted Stock Unit Grant Notice, the Agreement and the Plan set  forth the entire understanding between Grantee and the Company regarding the Award and supersedes all prior oral  and written agreements on that subject, with the exception of any arrangement that would provide for vesting  acceleration of the Award upon the terms and conditions set forth therein.    Grantee’s electronic acceptance shall signify Grantee’s execution of this French-Qualified Restricted Stock Unit Grant  Notice and understanding that this Award is granted and governed under the terms and conditions set forth herein.     SEAGEN INC.      Clay B. Siegall, Ph.D.  President & CEO      **PLEASE PRINT AND RETAIN THIS AGREEMENT FOR YOUR RECORDS** 





 






     1.     3-8-21        SEAGEN INC.  AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN    FRENCH-QUALIFIED RESTRICTED STOCK UNIT AGREEMENT  Pursuant to the French-Qualified Restricted Stock Unit Grant Notice (“Grant Notice”) and  this French-Qualified Restricted Stock Unit Agreement (this “Agreement”), Seagen Inc. (the  “Company”) has awarded you a French-Qualified Restricted Stock Unit Award (the “Award”)  under its Amended and Restated 2007 Equity Incentive Plan (the “U.S. Plan”) and the Rules of  the Seagen Inc. Amended and Restated 2007 Equity Incentive Plan for Stock Units granted to  French Grantees (the “French RSU Sub-Plan;” together with the U.S. Plan, the “Plan”). Your  Award is granted to you effective as of the Date of Grant set forth in the Grant Notice for this  Award.  This Agreement shall be deemed to be agreed to by the Company and you upon your  execution of the Grant Notice to which it is attached.  Capitalized terms not explicitly defined in  this Agreement shall have the same meanings given to them in the Plan or the Grant Notice, as  applicable.  Except as otherwise explicitly provided herein, in the event of any conflict between  the terms in this Agreement and the Plan, the terms of the Plan shall control.  The details of your  Award, in addition to those set forth in the Grant Notice and the Plan, are as follows.  1. GRANT OF THE AWARD.    This Award represents the right to be issued on a future  date the number of shares of the Company’s Common Stock that is equal to the number of stock  units indicated in the Grant Notice (the “French-Qualified RSUs”).  As of the Date of Grant, the  Company will credit to a bookkeeping account maintained by the Company for your benefit (the  “Account”) the number of French-Qualified RSUs subject to the Award.  This Award is granted  in consideration of your services to the Company or an Affiliate.  Except as otherwise provided  herein, you will not be required to make any payment to the Company (other than future services  to the Company) with respect to your receipt of the Award, the vesting of the French-Qualified  RSUs or the delivery of the Common Stock to be issued in respect of the Award.   2. FRENCH-QUALIFIED STATUS.  The Awards granted pursuant to this Agreement are  intended to qualify for the special tax and social security treatment in France applicable to rights  to shares granted for no consideration under Sections L. 225-197-1 to L. 225-197-6 of the French  Commercial Code, as amended.  However, certain events may affect the qualified status of the  Awards and the Company does not make any undertaking or representation to maintain the  qualified status of the Award.  If the Awards do not retain their qualified status, the special tax and  social security treatment will not apply and you will be required to pay your portion of social  security contributions resulting from the Award, as well as any income and other taxes that may  be due pursuant to other rules for non-qualified restricted stock units.   3. VESTING.    Subject to the limitations contained herein, your Award will vest, if at  all, in accordance with the vesting schedule provided in the Grant Notice, provided that you have  not incurred a Termination of Employment before the applicable vesting date set forth in the Grant  Notice. In no event shall any French-Qualified RSUs vest prior to the second anniversary of the  





 






     2.     3-8-21        Vesting Commencement Date, or such other period as required to comply with the minimum  vesting period under Sections L. 225-197-1 of the French Commercial Code, as amended. Upon  your Termination of Employment, the French-Qualified RSUs credited to the Account that were  not vested on the date of such Termination of Employment will be forfeited at no cost to the  Company and you will have no further right, title or interest in the French-Qualified RSUs or the  shares of Common Stock to be issued in respect of the Award.  By accepting the grant of this  Award, you acknowledge and agree that the terms set forth in this Section 3 supersede any contrary  terms regarding the vesting of this Award set forth in any notice or other communication that you  receive from, or that is displayed by, E*TRADE or other third party designated by the Company.  For purposes of your Award, your Termination of Employment will be considered to be  (regardless of the reason of termination, whether or not later found to be invalid or in breach of  employment or other laws or rules in the jurisdiction where you are providing services or the terms  of your employment or service agreement, if any) effective as of the date that you cease to actively  provide services to the Company or any Affiliate and will not be extended by any notice period  (e.g., employment or service would not include any contractual notice period or any period of  “garden leave” or similar period mandated under employment or other laws in the jurisdiction  where you are employed or providing services or the terms of your employment or service  agreement, if any). The Administrator shall have exclusive discretion to determine when you are  no longer actively employed or providing services for purposes of the Plan (including whether you  still may be considered to be providing services while on a leave of absence).    Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event  of your Termination of Employment as a result of your death, the vesting of your Award shall  accelerate and become immediately transferable to your heirs and shares of Common Stock will  be issued to your heirs upon their request for a period of six months following the date of your  death; otherwise, the French-Qualified RSUs will be forfeited at the end of the expiration of the  six-month period.  Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event  of your Termination of Employment as a result of your Disability, the vesting of your Award shall  accelerate such that your Award shall become vested as to an additional twelve (12) months,  effective as of the date of such Termination of Employment, to the extent that your Award is  outstanding on such date.   4. FORFEITURE OF AWARD NOT TIMELY ACCEPTED.  The Award is conditioned  upon your electronic acceptance of the Award, as set forth in the Grant Notice. Notwithstanding  the foregoing or anything in this Agreement to the contrary, if you fail to accept the Award prior  to the vesting dates set forth in the Grant Notice, the portion of the Award that otherwise would  have vested on each such date will be forfeited at no cost to the Company, and you will have no  further right, title or interest in such portion. In the event of your Termination of Employment as  





 






     3.     3-8-21        a result of your death or Disability prior to acceptance of the Award, the Company will deem the  Award as being accepted.  5. NUMBER OF SHARES.   (a)  The number of French-Qualified RSUs subject to your Award may be  adjusted from time to time for changes in capitalization, as provided in Section 13 of the U.S. Plan.  (b) Any additional French-Qualified RSUs that become subject to the Award  pursuant to this Section 5 shall be subject, in a manner determined by the Administrator, to the  same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as  applicable to the other French-Qualified RSUs covered by your Award.  (c) Notwithstanding the provisions of this Section 5, no fractional shares or  rights for fractional shares of Common Stock shall be created pursuant to this Section 5.  The  Administrator shall, in its discretion, determine an equivalent benefit for any fractional shares or  fractional shares that might be created by the adjustments referred to in this Section 5.  6. SECURITIES LAW COMPLIANCE.  You may not be issued any shares in respect of  your Award unless either (i) the shares are registered under the U.S. Securities Act of 1933, as  amended (the “Securities Act”) or other applicable securities laws; or (ii) the Company has  determined that such issuance would be exempt from the registration requirements of the Securities  Act or other applicable securities laws. Your Award also must comply with other applicable laws  and regulations governing the Award, and you will not receive such shares if the Company  determines that such receipt would not be in material compliance with such laws and regulations.  You represent and warrant that you (a) have been furnished with a copy of the Plan and the  prospectus for the Plan and all information deemed necessary to evaluate the merits and risks of  receipt of the Award, (b) have had the opportunity to ask questions concerning the information  received about the Award and the Company, and (c) have been given the opportunity to obtain any  information you deem necessary to verify the accuracy of any information obtained concerning  the Award and the Company.  7. TRANSFER RESTRICTIONS.  Your Award is not transferable, except by will or by  the applicable laws of descent and distribution.  In addition to any other limitation on transfer  created by applicable securities laws, you agree not to assign, hypothecate, donate, encumber or  otherwise dispose of any interest in any of the shares of Common Stock subject to the Award until  the shares are issued to you in accordance with Section 8 of this Agreement.  After the shares have  been issued to you, you are free to assign, hypothecate, donate, encumber or otherwise dispose of  any interest in such shares provided that any such actions are in compliance with the provisions  herein and applicable securities laws.   8. DATE OF ISSUANCE.    (a) If the Award is exempt from application of Section 409A of the Code and  any state law of similar effect (collectively “Section 409A”), the Company will deliver to you a  





 






     4.     3-8-21        number of shares of the Company’s Common Stock equal to the number of vested French- Qualified RSUs subject to your Award, including any additional French-Qualified RSUs received  pursuant to Section 5 above that relate to those vested French-Qualified RSUs on the applicable  vesting date (the “Original Issuance Date”).  However, if the Original Issuance Date falls on a  date that is not a business day, such delivery date shall instead fall on the next following business  day.  Notwithstanding the foregoing, if (i) the Original Issuance Date does not occur (1) during an  “open window period” applicable to you, as determined by the Company in accordance with the  Company’s then-effective policy or policies on trading in Company securities or (2) on a date  when you are otherwise permitted to sell shares of Common Stock on the open market; and (ii) the  Company elects, prior to the Original Issuance Date, (x) not to satisfy the Withholding Obligation  (as defined in Section 13(b) hereof) by withholding shares of Common Stock from the shares  otherwise due, on the Original Issuance Date, to you under this Award pursuant to Section 13  hereof, (y) not to permit you to then effect a Sell to Cover under the 10b5-1 Plan (as defined in  Section 13(c) of this Agreement), and (z) not to permit you to satisfy the Withholding Obligation  in cash, then such shares shall not be delivered on such Original Issuance Date and shall instead  be delivered on the first business day of the next occurring open window period applicable to you  or the next business day when you are not prohibited from selling shares of the Company’s  Common Stock on the open market, as applicable (and regardless of whether there has been a  Termination of Employment before such time), but in no event later than the 15th day of the third  calendar month of the calendar year following the calendar year in which the French-Qualified  RSUs vest.  Delivery of the shares pursuant to the provisions of this Section 8(a) is intended to  comply with the requirements for the short-term deferral exemption available under Treasury  Regulations Section 1.409A-1(b)(4) and shall be construed and administered in such manner.  The  form of such delivery of the shares (e.g., a stock certificate or electronic entry evidencing such  shares) shall be determined by the Company.  (b) The provisions of this Section 8(b) are intended to apply if the Award is  subject to Section 409A because of the terms of a severance arrangement or other agreement  between you and the Company, if any, that provide for acceleration of vesting of the Award upon  your separation from service (as such term is defined in Section 409A(a)(2)(A)(i) of the Code  (“Separation from Service”) and such severance benefit does not satisfy the requirements for an  exemption from application of Section 409A provided under Treasury Regulations Section  1.409A-1(b)(4) or 1.409A-1(b)(9) (“Non-Exempt Severance Arrangement”).  If the Award is  subject to and not exempt from application of Section 409A due to application of a Non-Exempt  Severance Arrangement, the following provisions in this Section 8(b) shall supersede anything to  the contrary in Section 8(a).    (i) If the Award vests in the ordinary course before your Termination  of Employment in accordance with the vesting schedule set forth in the Grant Notice, without  accelerating vesting under the terms of a Non-Exempt Severance Arrangement, in no event will  the shares to be issued in respect of your Award be issued any later than the later of: (A) December  31st of the calendar year that includes the applicable vesting date and (B) the 60th day that follows  the applicable vesting date.    





 






     5.     3-8-21        (ii) If vesting of the Award accelerates under the terms of a Non-Exempt  Severance Arrangement in connection with your Separation from Service, and such vesting  acceleration provisions  were in effect as of the date of grant of the Award and, therefore, are part  of the terms of the Award as of the date of grant, then the shares will be earlier issued in respect  of your Award upon your Separation from Service in accordance with the terms of the Non-Exempt  Severance Arrangement, but in no event later than the 60th day that follows the date of your  Separation from Service.  However, if at the time the shares would otherwise be issued you are  subject to the distribution limitations contained in Section 409A applicable to “specified  employees,” as defined in Section 409A(a)(2)(B)(i) of the Code, such shares shall not be issued  before the date that is six months following the date of your Separation from Service, or, if earlier,  the date of your death that occurs within such six-month period.  (iii) If  either (A) vesting of the Award accelerates under the terms of a  Non-Exempt Severance Arrangement in connection with your Separation from Service, and such  vesting acceleration provisions were not in effect as of the date of grant of the Award and,  therefore, are not a part of the terms of the Award on the date of grant, or (B) vesting accelerates  pursuant to Section 4(b) or Section 13 of the U.S. Plan, then such acceleration of vesting of the  Award shall not accelerate the issuance date of the shares (or any substitute property), but the  shares (or substitute property) shall instead be issued on the same schedule as set forth in the Grant  Notice as if they had vested in the ordinary course before your Termination of Employment,  notwithstanding the vesting acceleration of the Award.  Such issuance schedule is intended to  satisfy the requirements of payment on a specified date or pursuant to a fixed schedule, as provided  under Treasury Regulations Section 1.409A-3(a)(4).  (c) Notwithstanding anything to the contrary set forth herein, the Company  explicitly reserves the right to earlier issue the shares in respect of any Award to the extent  permitted and in compliance with the requirements of Section 409A, including pursuant to any of  the exemptions available in Treasury Regulations Section 1.409A-3(j)(4)(ix).  (d) The provisions in this Agreement for delivery of the shares in respect of the  Award are intended either to comply with the requirements of Section 409A or to provide a basis  for exemption from such requirements so that the delivery of the shares will not trigger the  additional tax imposed under Section 409A, and any ambiguities herein will be so interpreted.  9. DIVIDENDS.   You shall receive no benefit or adjustment to your Award with respect  to any cash dividend, stock dividend or other distribution that does not result from a change in  capitalization as provided in Section 13 of the U.S. 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.  10. RESTRICTIVE LEGENDS.  The shares issued in respect of your Award shall be  endorsed with appropriate legends determined by the Company.  





 






     6.     3-8-21        11. AWARD NOT A SERVICE CONTRACT.    (a) Nothing in this Agreement (including, but not limited to, the vesting of your  Award pursuant to the schedule set forth in Section 3 herein or the issuance of the shares in respect  of your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit  in this Agreement or the Plan shall:  (i) confer upon you any right to continue in the employ of, or  affiliation with, the Company or an Affiliate; (ii) constitute any promise or commitment by the  Company or an Affiliate regarding the fact or nature of future positions, future work assignments,  future compensation or any other term or condition of employment or affiliation; (iii) confer any  right or benefit under this Agreement or the Plan unless such right or benefit has specifically  accrued under the terms of this Agreement or Plan; or (iv) deprive the Company or an Affiliate of  the right to terminate your employment without regard to any future vesting opportunity that you  may have.  (b) By accepting this Award, you acknowledge and agree that the right to  continue vesting in the Award pursuant to the schedule set forth in Section 3 is earned only by  continuing as an employee, director or consultant of the Company or Affiliate, as applicable (not  through the act of being hired, being granted this Award or any other award or benefit) and that  the Company has the right to reorganize, sell, spin-out or otherwise restructure one or more of its  businesses or Affiliates at any time or from time to time, as it deems appropriate (a  “reorganization”).  You further acknowledge and agree that such a reorganization could result in  your Termination of Employment, or the termination of Affiliate status of your employer and the  loss of benefits available to you under this Agreement, including but not limited to, the termination  of the right to continue vesting in the Award.  You further acknowledge and agree that this  Agreement, the Plan, the transactions contemplated hereunder and the vesting schedule set forth  herein or any covenant of good faith and fair dealing that may be found implicit in any of them do  not constitute an express or implied promise of continued engagement as an employee or  consultant for the term of this Agreement, for any period, or at all, and shall not interfere in any  way with your right or the right of the Company or its Affiliate to terminate your service at any  time, with or without cause and with or without notice.  12. NATURE OF AWARD.  In accepting your Award, you acknowledge, understand and  agree that:  (a) the Plan is established voluntarily by the Company, it is discretionary in  nature and it may be modified, amended, suspended or terminated by the Company at any time, to  the extent permitted under the Plan;  (b) the Award is exceptional, voluntary and occasional and does not create any  contractual or other right to receive future Awards (whether on the same or different terms), or  benefits in lieu of an Award, even if an Award has been granted in the past;  (c) all decisions with respect to future awards of French-Qualified RSUs or  other grants, if any, will be at the sole discretion of the Company;  





 






     7.     3-8-21        (d) you are voluntarily participating in the Plan;  (e) the Award and any shares of Common Stock acquired under the Plan, and  the income from and value of same, are not intended to replace any pension rights or compensation;  (f) the future value of the shares of Common Stock underlying the Award is  unknown, indeterminable and cannot be predicted with certainty;  (g) no claim or entitlement to compensation or damages shall arise from  forfeiture of the Award resulting from your Termination of Employment (for any reason  whatsoever whether or not later found to be invalid or in breach of employment laws in the  jurisdiction where you are employed or rendering services or the terms of your employment  agreement, if any);  (h) unless otherwise provided herein, in the Plan or by the Company in its  discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement  to have the Award or any such benefits transferred to, or assumed by, another company nor to be  exchanged, cashed out or substituted for, in connection with any corporate transaction affecting  the shares of Common Stock;  (i) unless otherwise agreed with the Company, the Award and the shares of  Common Stock subject to the Award, and the income from and value of same, are not granted as  consideration for, or in connection with, the service you may provide as a director of an Affiliate;   (j) if the Award vests and you are issued shares of Common Stock, the value  of such shares of Common stock may increase or decrease in value following the date the shares  of Common Stock are issues; even below the Fair Market Value on the date the Award is granted  to you;  (k) the Award and the shares of Common Stock subject to the Award, and the  income and value of same, are not part of normal or expected compensation for any purpose,  including, without limitation, calculating any severance, resignation, termination, redundancy,  dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or  retirement or welfare benefits or similar payments; and  (l) the Award and the shares of Common Stock subject to the Award, and the  income and value of same, shall not be included as compensation, earnings, salaries, or other  similar terms used when calculating your benefits under any benefit plan sponsored by the  Company, except as such plan otherwise expressly provides. The Company expressly reserves its  rights to amend, modify, or terminate any of the Company’s benefit plans.  13. TAX OBLIGATIONS.  (a) By accepting this Award, you acknowledge that, regardless of any action  taken by the Company or any Affiliate the ultimate liability for any and all income tax, social  insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items related to  





 






     8.     3-8-21        your participation in the Plan and legally applicable to you (“Tax-Related Items”) is and remains  your responsibility and may exceed the amount actually withheld by the Company or its Affiliates,  if any. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you  acknowledge that the Company and/or its Affiliates may be required to withhold or account for  Tax-Related Items in more than one jurisdiction.  The Company has no duty or obligation to  minimize the tax consequences to you of this Award and shall not be liable to you for any adverse  tax consequences to you arising in connection with this Award.   (b) 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/or otherwise agree to make  adequate provision in cash for any sums required to satisfy any and all Tax-Related Items (the  “Withholding Obligation”).    (c) By accepting this Award, you hereby (i) acknowledge and agree that you  have elected a Sell to Cover (as defined in the Grant Notice) to permit you to satisfy the  Withholding Obligation and that the Withholding Obligation shall be satisfied pursuant to this  Section 13(c) to the fullest extent not otherwise satisfied pursuant to the provisions of Section  13(d) hereof and (ii) further acknowledge and agree to the following provisions:  (i) You hereby irrevocably appoint E*TRADE, or such other registered  broker-dealer that is a member of the Financial Industry Regulatory Authority as the Company  may select, as your agent (the “Agent”), and you authorize and direct the Agent to:  (1) Sell on the open market at the then prevailing market  price(s), on your behalf, as soon as practicable on or after the date on which the shares of Common  Stock are delivered to you pursuant to Section 8 hereof in connection with the vesting of the  French-Qualified RSUs, the number (rounded up to the next whole number) of shares of Common  Stock sufficient to generate proceeds to cover (A) the satisfaction of the Withholding Obligation  arising from the vesting of those French-Qualified RSUs and the related issuance of shares of  Common Stock to you that is not otherwise satisfied pursuant to Section 13(d) hereof and (B) all  applicable fees and commissions due to, or required to be collected by, the Agent with respect  thereto;   (2)  Remit directly to the Company and/or any Affiliate the  proceeds necessary to satisfy the Withholding Obligation;  (3) Retain the amount required to cover all applicable fees and  commissions due to, or required to be collected by, the Agent, relating directly to the sale of the  shares of Common Stock referred to in clause (1) above; and  (4) Remit any remaining funds to you.   (ii) You acknowledge that your election to Sell to Cover and the  corresponding authorization and instruction to the Agent set forth in this Section 13(c) to sell  





 






     9.     3-8-21        Common Stock to satisfy the Withholding Obligation is intended to comply with the requirements  of Rule 10b5-1(c)(1) under the Exchange Act or other applicable securities laws and to be  interpreted to comply with the requirements of Rule 10b5-1(c) under the Exchange Act or other  applicable securities laws (your election to Sell to Cover and the provisions of this Section 13(c),  collectively, the “10b5-1 Plan”). You acknowledge that by accepting this Award, you are adopting  the 10b5-1 Plan to permit you to satisfy the Withholding Obligation. You hereby authorize the  Company and the Agent to cooperate and communicate with one another to determine the number  of shares of Common Stock that must be sold pursuant to Section 13(c)(i) to satisfy your  obligations hereunder.  (iii) You acknowledge that the Agent is under no obligation to arrange  for the sale of Common Stock at any particular price under this 10b5-1 Plan and that the Agent  may effect sales as provided in this 10b5-1 Plan in one or more sales and that the average price for  executions resulting from bunched orders may be assigned to your account.  You further  acknowledge that you will be responsible for all brokerage fees and other costs of sale associated  with this 10b5-1 Plan, and you agree to indemnify and hold the Company harmless from any losses,  costs, damages, or expenses relating to any such sale.  In addition, you acknowledge that it may  not be possible to sell shares of Common Stock as provided for in this 10b5-1 Plan due to (i) a  legal or contractual restriction applicable to you or the Agent, (ii) a market disruption, (iii) a sale  effected pursuant to this 10b5-1 Plan that would not comply (or in the reasonable opinion of the  Agent’s counsel is likely not to comply) with the Securities Act or other applicable securities laws,  (iv) the Company’s determination that sales may not be effected under this 10b5-1 Plan or (v) rules  governing order execution priority on the national exchange where the Common Stock may be  traded.  In the event of the Agent’s inability to sell shares of Common Stock, you will continue to  be responsible for the timely payment to the Company of all federal, state, local and foreign taxes  that are required by applicable laws and regulations to be withheld, including but not limited to  those amounts specified in Section 13(c)(i)(1) above.  (iv) You acknowledge that regardless of any other term or condition of  this 10b5-1 Plan, the Agent will not be liable to you for (A) special, indirect, punitive, exemplary,  or consequential damages, or incidental losses or damages of any kind, or (B) any failure to  perform or for any delay in performance that results from a cause or circumstance that is beyond  its reasonable control.  (v) You hereby agree to execute and deliver to the Agent any other  agreements or documents as the Agent reasonably deems necessary or appropriate to carry out the  purposes and intent of this 10b5-1 Plan.  The Agent is a third-party beneficiary of this Section  13(c) and the terms of this 10b5-1 Plan.  (vi) Your election to Sell to Cover and to enter into this 10b5-1 Plan is  irrevocable. Upon acceptance of the Award, you have elected to Sell to Cover and to enter into  this 10b5-1 Plan, and you acknowledge that you may not change this election at any time in the  future. This 10b5-1 Plan shall terminate not later than the date on which the Withholding  Obligation arising from the vesting of your French-Qualified RSUs and the related issuance of  shares of Common Stock has been satisfied.  





 






     10.     3-8-21        (d) Alternatively, or in addition to or in combination with the Sell to Cover  provided for under Section 13(c), you authorize the Company, at its discretion, to satisfy the  Withholding Obligation by the following means (or by a combination of the following means):  (i) Requiring you to pay to the Company any portion of the  Withholding Obligation in cash;  (ii) Withholding from any compensation otherwise payable to you by  the Company; and/or  (iii) Withholding shares of Common Stock from the shares of Common  Stock issued or otherwise issuable to you in connection with the Award with a Fair Market Value  (measured as of the date shares of Common Stock are issued pursuant to Section 8) equal to the  amount of the Withholding Obligation.    (e) Unless the Withholding Obligation of the Company and/or any Affiliate are  satisfied, the Company shall have no obligation to deliver to you any Common Stock.  (f) In the event the Withholding Obligation of the Company 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 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.  14. NO ADVICE REGARDING GRANT.  The Company is not providing any tax, legal or  financial advice, nor is the Company making any recommendations regarding your participation  in the Plan, or your acquisition or sale of the underlying shares of Common Stock.  You are hereby  advised to consult with your own personal tax, financial and/or legal advisors regarding the  consequences of accepting this Award and by signing the Grant Notice, you have agreed that you  have done so or knowingly and voluntarily declined to do so.  15. UNSECURED OBLIGATION.  Your Award is unfunded, and as a holder of a vested  Award, you shall be considered an unsecured creditor of the Company with respect to the  Company’s obligation, if any, to issue shares pursuant to this Agreement.  You shall not have  voting or any other rights as a stockholder of the Company with respect to the shares to be issued  pursuant to this Agreement until such shares are issued to you pursuant to Section 8 of this  Agreement.   Upon such issuance, you will obtain full voting and other rights as a stockholder of  the Company.  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.  16. 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 Plan prospectus.  In addition, you acknowledge receipt of the Company’s  





 






     11.     3-8-21        policy on trading in Company securities permitting employees to sell shares only during certain  “window” periods and the Company’s insider trading policy, in effect from time to time.    17. NOTICES; ELECTRONIC DELIVERY AND ACCEPTANCE.  Any notices provided for  in your Award or the Plan shall be given in writing and shall be deemed effectively given upon  receipt or, in the case of notices delivered 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.  Notwithstanding the foregoing, the Company may, in its sole discretion, decide to  deliver any documents related to participation in the Plan and this Award by electronic means or  to request your consent to participate in the Plan by electronic means.  You hereby consent to  receive such documents by electronic delivery and, if requested, to agree to participate in the Plan  through an on-line or electronic system established and maintained by the Company, the Agent or  another third party designated by the Company and agree notice shall be provided upon posting to  your electronic account held by the Company, the Agent or another third party designated by the  Company.  You hereby acknowledge that delivery, execution and acceptance of this or any other  such documents by electronic means constitutes valid and effective delivery, execution and  acceptance and shall be legally effective to create a valid and binding agreement.  18. CLAWBACK/RECOUPMENT.  The Award will be subject to recoupment, rescission,  payback, cancelation or other action, in each case, in accordance with (i) any clawback policy  adopted by the Company (whether such policy is adopted on or after the date of this Agreement or  required under applicable law) and (ii) any such other clawback, recovery or recoupment  provisions set forth in an individual written agreement between you and the Company.  No  recovery of compensation under such a clawback policy will be an event giving rise to your right  to resign for “good reason” or “constructive termination” (or similar term) under any plan of, or  agreement with, the Company.  19. RESTRICTIONS ON THE SALE OF COMMON STOCK.  (a) Minimum Mandatory Holding Period.  You will not be permitted to sell or  transfer any shares of Common Stock issued at settlement of the French-Qualified RSUs before  the end of a minimum mandatory holding period, to the extent applicable to the shares of Common  Stock underlying the French-Qualified RSUs under Section L. 225-197-1 of the French  Commercial Code, as amended, or the French Tax Code or the French Social Security Code, as  amended, to benefit from the special tax and social security regime in France; provided, however,  that such minimum mandatory holding period, if any, shall not apply to shares of Common Stock  subject to the French-Qualified RSUs issued to your heirs pursuant to Section 3 hereof or to shares  of Common Stock subject to the French-Qualified RSUs after a Termination of Employment due  to Disability (as defined under the French RSU Sub-Plan) pursuant to Section 3 hereof. The  minimum mandatory holding period is currently two years from the date of grant.   (b) Closed Period. The shares of Common Stock issued following any vesting  date may not be sold during a Closed Period, to the extent applicable under French law; provided,  however, that such Closed Period restriction shall not apply to shares of Common Stock subject to  the French-Qualified RSUs issued to your heirs pursuant to Section 3 hereof or to shares of  





 






     12.     3-8-21        Common Stock subject to the French-Qualified RSUs issued to you after a Termination of  Employment due to Disability (as defined under the French RSU Sub-Plan) pursuant to Section 3  hereof.   (c) Holding Period for Managing Corporate Officers. If you qualify as a  managing corporate officer under French law and have been granted Awards in this capacity  (“mandataires sociaux,” i.e. Président du Conseil d’Administration, Directeur Général, Directeur  Général Délégué, Membre du Directoire, Gérant de Sociétés par actions), you may be subject to  shareholding restrictions under French law and may not sell 20% of the shares of Common Stock  upon settlement until you cease to serve as a managing corporate officer.  (d) Compliance with Transfer Restrictions on Common Stock.  To ensure  compliance with restrictions on the transfer of shares of Common Stock described in this Section  19, the Company may require that the shares of Common Stock be held with a brokerage firm or  other agent designated by the Company (or according to any procedure implemented by the  Company) until such shares of Common Stock are sold.   20. 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) You acknowledge and agree that the Company shall not be liable for any  exchange rate fluctuation between your local currency and the United States Dollar that may affect  the value of your Award or of any amounts due to you pursuant to the settlement of the Award or  the subsequent sale of any shares of Common Stock acquired upon settlement.  (e) 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.  (f) 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.  





 






     13.     3-8-21        21. 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.  Except as expressly provided herein, in the event of any conflict  between the provisions of your Award and those of the Plan, the provisions of the Plan shall  control.   22. ENTIRE AGREEMENT.  The Plan and this Agreement constitute the entire agreement  of the parties with respect to the subject matter hereof and supersede in their entirety all prior  undertakings and agreements of the Company and you with respect to the subject matter hereof,  with the exception of any arrangement that would provide for vesting acceleration of this Award  upon the terms and conditions set forth therein.  This Agreement is governed by the laws of the  state of Delaware.    23. 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.  24. DATA PRIVACY.  To participate in the Plan, you will need to review the  information provided in this Section and, where applicable, declare your consent to the  processing of personal data by the Company and third parties noted below.   (a) EEA+ Controller and Representative.  If you are based in the European  Union (“EU”), the European Economic Area, Switzerland or, if and when the United Kingdom  leaves the European Union, the United Kingdom (collectively “EEA+”), you should note that  the Company, with its registered address at 21823 30th Drive SE Bothell, Washington 98021,  United States of America, is the controller responsible for the processing of your personal data  in connection with the Agreement and the Plan. The Company’s representative in the EU is  Seagen Netherlands B.V., located at Evert van de Beekstraat 1, -140 1118CL Schiphol,  Netherlands with office phone: +31 207 99 15 60.  (b) Data Collection and Usage. In connection with the administration of the  Plan, the Company collects, processes, uses and transfers certain personally-identifiable  information about you, which may include your name, home address and telephone number,  email address, date of birth, social insurance, passport number or other identification number,  salary, nationality, job title, details of all Awards or any other entitlement to shares of Common  Stock awarded, canceled, exercised, settled, vested, unvested or outstanding in your favor and  additional similar or related data, which the Company receives from you or the entity that  employs you (“Personal Data”).  Specifically, the Company collects, processes and uses  Personal Data for the purposes of performing its contractual obligations under this Agreement,  implementing, administering and managing your participation in the Plan and facilitating  compliance with applicable tax and securities law.   





 






     14.     3-8-21        If you are based in the EEA+, the legal basis, where required, for the processing of Personal  Data by the Company is the necessity for the Company to (i) perform its contractual obligations  under this Agreement, (ii) comply with legal obligations established in the EEA+, and/or (iii)  pursue the legitimate interest of complying with legal obligations established outside of the  EEA+.    (c) Stock Plan Administration Service Providers. The Company transfers  Personal Data to E*TRADE Corporate Financial Services, Inc., and E*TRADE Securities LLC  (collectively, “E*TRADE”), an independent service provider which assists the Company with  the implementation, administration and management of the Plan.  In the future, the Company  may select a different service provider, which will act in a similar manner, and share Personal  Data with such service provider.  The Company’s service provider will open an account for you  to receive and trade shares.  The processing of Personal Data will take place through both  electronic and non-electronic means. Personal Data will only be accessible by those individuals  requiring access to it for purposes of implementing, administering and operating the Plan.  (d) International Data Transfers. The Company and E*TRADE are based in  the United States. The country where you live may have different data privacy laws and  protections than the United States. In particular, the United States does not have the same level  of protections for personal data as countries in the EEA+.  The European Commission requires  U.S. companies to protect personal data leaving the EEA+ by implementing safeguards such as  the Standard Contractual Clauses adopted by the EU Commission.   If you are based in the EEA+, Personal Data will be transferred from the EEA+ to the Company  and onward from the Company to E*TRADE, or if applicable, another service provider, based  on the EU Standard Contractual Clauses. You may request a copy of the Standard Contractual  Clauses by contacting dataprotection@seagen.com.   (e) Data Retention. The Company will use Personal Data only as long as  necessary to implement, administer and manage your participation in the Plan, or as required  to comply with legal or regulatory obligations, including tax and securities laws.  When the  Company no longer needs Personal Data for any of these purposes, the Company will remove it  from its systems.   (f) Voluntariness and Consequences of Consent Denial or Withdrawal.  Participation in the Plan is voluntary and you are providing the consents herein on a purely  voluntary basis. You may withdraw your consent at any time, with future effect and for any or  no reason. If you do not consent, or if you later seek to withdraw your consent, your salary from  or employment or service relationship with your employer will not be affected. The only  consequence of denying or withdrawing consent is that the Company would not be able to grant  Awards to you under the Plan or administer or maintain your participation in the Plan. If you  withdraw your consent, the Company will stop processing your Personal Data for the purposes  stated in Section (b) above unless to the extent necessary to comply with tax or other legal  obligations in connection with Awards granted before you withdrew your consent.  





 






     15.     3-8-21        (g) Data Subject Rights. You may have a number of rights under data privacy  laws in your jurisdiction.  Subject to the conditions set out in the applicable law and depending  on where you are based, such rights may include the right to (i) request access to, or copies of,  Personal Data processed by the Company, (ii) rectification of incorrect Personal Data, (iii)  deletion of Personal Data, (iv) restrict the processing of Personal Data, (v) object to the  processing of Personal Data for legitimate interests, (vi) portability of Personal Data, (vii) lodge  complaints with competent authorities in your jurisdiction, and/or to (viii) receive a list with the  names and addresses of any potential recipients of Personal Data. To receive clarification  regarding these rights or to exercise these rights, you can contact dataprotection@seagen.com.  (h) Necessary Disclosure of Personal Data. You understand that providing  the Company with Personal Data is necessary for the performance of this Agreement and that  your refusal to provide Personal Data would make it impossible for the Company to perform its  contractual obligations and would affect your ability to participate in the Plan.  25. INSIDER TRADING RESTRICTIONS/MARKET ABUSE LAWS.  You acknowledge that,  depending on your country, you may be subject to insider trading restrictions and/or market abuse  laws, which may affect your ability to acquire or sell the shares of Common Stock or rights to the  shares of Common Stock under the Plan during such times as you are considered to have “inside  information” regarding the Company (as defined by the laws in your country).  Any restrictions  under these laws or regulations are separate from and in addition to any restrictions that may be  imposed under any applicable Company insider trading policy.  You acknowledge that it is your  responsibility to comply with any applicable restrictions, and you are advised to speak to your  personal advisor on this matter.  26. FOREIGN ASSET/ACCOUNT AND TAX REPORTING, EXCHANGE CONTROLS.  If you  hold cash or shares of Common Stock outside of France or maintain a foreign bank or brokerage  account (including accounts that were opened and closed during the tax year), you are required to  report such assets and accounts to the French tax authorities on an annual basis on a specified form  together with your income tax return.  Failure to complete this reporting can trigger significant  penalties.  27. WAIVER.  You acknowledge that a waiver by the Company of a breach of any  provision of this Agreement shall not operate or be construed as a waiver of any other provision  of this Agreement, or of any subsequent breach of this Agreement.  28. LANGUAGE. By accepting this Award, you confirm having read and understood the  Plan and the Agreement which were provided in the English language.  You accept the terms of  those documents accordingly.    En acceptant l’attribution, vous confirmez avoir lu et compris le Plan et ce Contrat, qui  ont été communiqués en langue anglaise.  Vous acceptez les termes de ces documents en  connaissance de cause.  





 






     16.     3-8-21        29. GOVERNING LAW/VENUE.  The interpretation, performance and enforcement of  this Agreement will be governed by the law of the State of Delaware without regard to that state’s  conflicts of laws rules.  For purposes of any action, lawsuit or other proceedings brought due to  your participation in the Plan, relating to it, or arising from it, you hereby submit to and consent to  the sole and exclusive jurisdiction of the United States District Court for the Southern District of  New York (or should such court lack jurisdiction to hear such action, suit or proceeding, in a New  York state court in the County of New York), and no other courts, where this Award is granted  and/or to be performed.  30. IMPOSITION OF OTHER REQUIREMENTS.  The Company reserves the right to  impose other requirements on your participation in the Plan, and on any shares of Common Stock  acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal  or administrative reasons, and to require you to sign any additional agreements or undertakings  that may be necessary to accomplish the foregoing.  31. AMENDMENT.  This Agreement may not be modified, amended or terminated  except by an instrument in writing, signed by you and by a duly authorized representative of the  Company. Notwithstanding the foregoing, this Agreement may be amended solely by the  Administrator 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, except as otherwise  provided in the Plan. Without limiting the foregoing, the Administrator 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 which is then  subject to restrictions as provided herein.