Filed by Bowne Pure Compliance





Exhibit 10.22




Nektar Therapeutics

2008 Equity Incentive Plan




Restricted Stock Unit Grant Notice

(US Participants)




Nektar Therapeutics (the “Company”), pursuant to its 2008 Equity Incentive Plan (the “Plan”),
hereby awards to you, the Participant, the number of Restricted Stock Units set forth below
(“Award”). This Award is subject to all of the terms and conditions as set forth herein and in the
Restricted Stock Unit Agreement and the Plan, both of which are attached hereto and incorporated
herein in their entirety.



	 	 	 	 	 
	Participant:
	 	 	 	 
	 

	 	 

	 	 
	Date of Grant:
	 	 	 	 
	 

	 	 

	 	 
	Number of Restricted Stock Units:
	 	 	 	 
	 

	 	 

	 	 






	 	 	 
	Vesting Schedule:

	 	Subject to the limitations contained herein, the
Restricted Stock Units subject to this Award shall vest
as follows: (i)
 _____% of the Restricted Stock Units
shall vest on [date], (ii)
 _____% of the Restricted Stock
Units shall vest on [date], (iii)
 _____% of the Restricted
Stock Units shall vest on [date], and (iv)
 _____% of the
Restricted Stock Units shall vest on [date].







Additional Terms/Acknowledgements: You acknowledge receipt of, and understand and agree to, this
Restricted Stock Unit Grant Notice, the Restricted Stock Unit Agreement and the Plan. You further
acknowledge that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the Restricted
Stock Unit Agreement and the Plan set forth the entire understanding between you and the Company
regarding the acquisition of Restricted Stock Units of the Company and supersede all prior oral and
written agreements on that subject with the exception of (i) Awards previously granted and
delivered to you under the Plan, and (ii) the following agreements only:



	 	 	 	 	 	 	 	 	 
	 

	 	Other Agreements:
	 	 	 	 

	 	 
	 

	 	 	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 
	Nektar Therapeutics:	 	 	 	Participant:
	 

	 	 

	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	Signature
	 	 	 	 	 	Signature
	 

	 	 

	 	 	 	 	 	 
	Name:

	 	 	 	 	 	Date:	 	 
	 

	 	 
	 	 	 	 	 	 
	 

	 	Print	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 
	 

	 	 

	 	 	 	 	 	 






Attachments: Restricted Stock Unit Agreement, 2008 Equity Incentive Plan





 


 









 







Nektar Therapeutics

2008 Equity Incentive Plan




Restricted Stock Unit Agreement

(US Participants)




Pursuant to your Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock
Unit Agreement (“Agreement”) (collectively, the “Award”), Nektar Therapeutics (the “Company”) has
awarded you, pursuant to its 2008 Equity Incentive Plan (the “Plan”), the number of Restricted
Stock Units as indicated in the Grant Notice. 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 Award are as follows.



1. Vesting. Subject to the limitations contained herein, your Award shall vest as
provided in the Grant Notice, provided that vesting shall cease upon the termination of your
Continuous Service. Any Restricted Stock Units that have not vested shall be forfeited upon the
termination of your Continuous Service.



2. Dividends. You shall not receive any payment or other adjustment in the number of
your Restricted Stock Units for dividends or other distributions that may be made in respect of the
shares of Common Stock to which your Restricted Stock Units relate.



3. Distribution of Shares of Common Stock. The Company will deliver to you a number
of shares of Common Stock equal to the number of vested shares of Common Stock subject to your
Award on the vesting date or dates provided in your Grant Notice; provided, however, that the
shares of Common Stock subject to your Award that vest on or prior to the execution of your Grant
Notice shall be delivered as soon as practicable following the date of execution of your Grant
Notice; and provided further, however, that in the event that the Company determines that you are
subject to its policy regarding insider trading of the Company’s stock and any shares of Common
Stock subject to your Award are scheduled to be delivered on a day (the “Original Distribution
Date”) that does not occur during a “window period” applicable to you, as determined by the Company
in accordance with such policy, then such shares shall not be delivered on such Original
Distribution Date and shall instead be delivered as soon as practicable within the next “window
period” applicable to you pursuant to such policy.



4. Number of Shares. The number of Restricted Stock Units subject to your Award may
be adjusted from time to time for capitalization adjustments, as provided in Section 11(a) of the
Plan.



5. Securities Law Compliance. You may not be issued any shares of Common Stock under
your Award unless the shares of Common Stock are either (i) then registered under 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 shares if the
Company determines that such receipt would not be in material compliance with such laws and
regulations.


 


 









 





6. Execution
of Documents. You hereby acknowledge and agree that the manner selected
by the Company by which you indicate your consent to your Grant Notice is also deemed to be your
execution of your Grant Notice and of this Agreement. You further agree that such manner of
indicating consent may be relied upon as your signature for establishing your execution of any
documents to be executed in the future in connection with your Award. This Agreement shall be
deemed to be signed by the Company and you upon the respective signing by the Company and you of
the Grant Notice to which it is attached.



7. Restrictive
Legends. The shares of Common Stock issued under your Award shall be
endorsed with appropriate legends, if any, determined by the Company.



8. Transferability. 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 shares of Common Stock
pursuant to Section 3 of this Agreement.



9. 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 an Affiliate, or on the part of the
Company or an Affiliate to continue such service. In addition, nothing in your Award shall
obligate the Company or an Affiliate, their respective stockholders, boards of directors, Officers
or Employees to continue any relationship that you might have as an Employee, Director or
Consultant for the Company or an Affiliate.



10. Unsecured Obligation. Your Award is unfunded, and as a holder of vested
Restricted Stock Units subject to your Award, you shall be considered an unsecured creditor of the
Company with respect to the Company’s obligation, if any, to issue shares of Common Stock pursuant
to Section 3 of this Agreement.




11.
Tax Obligations.



(a) At the time the Grant Notice is executed, 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, any sums required to satisfy the federal, state,
local and foreign tax withholding obligations of the Company, if any, which arise in connection
with the Award or the issuance of shares of Common Stock in settlement thereof. The Company shall
have no obligation to deliver shares of Common Stock until the tax withholding obligations of the
Company have been satisfied by you.


 


 









 





(b) The Company may, in its sole discretion, permit or require you to satisfy all or any
portion of the tax obligations by deducting from the shares of Common Stock otherwise deliverable
to you in settlement of the Award a number of shares of Common Stock having a fair market value, as
determined by the Company as of the date on which the tax obligations arise, not in excess of the
amount of such tax obligations determined by the applicable withholding
rates. In the event that the Company determines that the tax obligations will not be
satisfied by the method described above, you authorize the designated plan administrator, or any
successor plan administrator, to sell a number of shares of Common Stock that are issued under the
Award, which the Company determines is sufficient to generate an amount that meets the tax
obligations plus additional shares, as necessary, to account for rounding and market fluctuations,
and to pay such tax withholding amounts to the Company. The shares of Common Stock may be sold as
part of a block trade with other Participants of the Plan in which all Participants receive an
average price. Any adverse consequences to you resulting from the procedure permitted under this
Section 11, including, without limitation, tax consequences, shall be your sole responsibility.



(c) You hereby acknowledge that you understand that you may suffer adverse tax consequences
as a result of your participation in the Plan. You hereby represent that you have consulted with
any tax consultants you deem advisable in connection with the Award or disposition of the shares of
Common Stock received under the Award and that you are not relying on the Company for any tax
advice.



(d) Payments contemplated with respect to the Award are intended to comply with the
short-term deferral exemption under Section 409A of the Code. Notwithstanding any contrary
provision in the Plan or in the Agreement, if any provision of the Plan or the Agreement
contravenes any regulations or guidance promulgated under Section 409A of the Code or could cause
the Awards to be subject to additional taxes, accelerated taxation, interest or penalties under
Section 409A of the Code, the Company may, in its sole discretion and without your consent, modify
the Plan and/or the Agreement: (i) to comply with, or avoid being subject to, Section 409A of the
Code, or to avoid the imposition of any taxes, accelerated taxation, interest or penalties under
Section 409A of the Code, and (ii) to maintain, to the maximum extent practicable, the original
intent of the applicable provision without contravening the provisions of Section 409A of the Code.
This Section 11(d) does not create an obligation on the part of the Company to modify the Plan or
the Agreement and does not guarantee that the Award will not be subject to interest or penalties
under Section 409A of the Code.




12. Employment Conditions. In accepting the Award, you acknowledge that:



(a) Any notice period mandated under the laws of the local jurisdiction shall not be treated
as service for the purpose of determining the vesting of the Award; and your right to receive
shares of Common Stock in settlement of the Award after termination of service, if any, will be
measured by the date of termination of your status as an Employee and will not be extended by any
notice period mandated under the local law. Subject to the foregoing and the provisions of the
Plan, the Company, in its sole discretion, shall determine whether your status as an Employee has
terminated and the effective date of such termination.



(b) The vesting of the Award shall cease upon, and no portion of the Award shall become
vested following, your termination as an Employee for any reason except as may be explicitly
provided by the Plan or this Agreement.



(c) 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, unless otherwise
provided in the Plan and this Agreement. Unless otherwise provided by the
Plan or this Agreement, the unvested portion of the Award at the time of your termination as
an Employee will be forfeited.


 


 









 





(d) The grant of the Award is voluntary and occasional and does not create any contractual or
other right to receive future grants of Awards, or benefits in lieu of Awards, even if Awards have
been granted repeatedly in the past.



(e) All decisions with respect to future Award grants, if any, will be at the sole discretion
of the Company.




(f) You are voluntarily participating in the Plan.



(g) The Award is an extraordinary item that does not constitute compensation of any kind for
service of any kind rendered to the Company (or any Affiliate), and which is outside the scope of
your employment contract, if any. In addition, the Award is not part of normal or expected
compensation or salary for any purpose, including, but not limited to, calculating any severance,
resignation, termination, redundancy, end-of-service payments, bonuses, long-service awards,
pension or retirement benefits or similar payments.



(h) The future value of the underlying shares of Common Stock is unknown and cannot be
predicted with certainty. If you obtain shares upon settlement of the Award, the value of those
shares may increase or decrease.



(i) No claim or entitlement to compensation or damages arises from termination of the Award
or diminution in value of the Award or shares of Common Stock acquired upon settlement of the Award
resulting from termination of your status as an Employee (for any reason whether or not in breach
of the local law) and you irrevocably release the Company and each Affiliate from any such claim
that may arise. If, notwithstanding the foregoing, any such claim is found by a court of competent
jurisdiction to have arisen then, by signing this Agreement, you shall be deemed irrevocably to
have waived your entitlement to pursue such a claim.



13. 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.



14. 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 will 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 will, 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.



15. Amendment.
Nothing in this Agreement shall restrict the Company’s ability to
exercise its discretionary authority pursuant to Section 3 of the Plan; provided, however, that no
such action may, without your consent, adversely affect your rights under your Award and this
Agreement.


 


 









 





16. Delivery of Documents and Notices. Any document relating to
participation in the Plan, or any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given (except to the extent that this Agreement provides for
effectiveness only upon actual receipt of such notice) upon personal delivery electronic delivery
at the e-mail address, if any, provided for you by the Company, or, upon deposit in the local
postal service, by registered or certified mail, or with a nationally recognized overnight courier
service with postage and fees prepaid, addressed to the other party at the address of such party
set forth in the Grant Notice or at such other address as such party may designate in writing from
time to time to the other party.



(a) The Plan documents, which may include but do not necessarily include: the Plan, this
Agreement, and any reports of the Company provided generally to the Company’s shareholders, may be
delivered to you electronically. In addition, if permitted by the Company, you may deliver
electronically the notices called for under the Agreement or the Plan to the Company or to such
third party involved in administering the Plan as the Company may designate from time to time.
Such means of electronic delivery may include but do not necessarily include the delivery of a link
to a Company intranet or the internet site of a third party involved in administering the Plan, the
delivery of the document via e-mail or such other means of electronic delivery specified by the
Company.



(b) You acknowledge that you have read this Section 16 of this Agreement and consent to the
electronic delivery of the Plan documents and, if permitted by the Company, the delivery of the
notices, as described in the Agreement or the Plan. You acknowledge that you may receive from the
Company a paper copy of any documents delivered electronically at no cost to you by contacting the
Company by telephone or in writing. You further acknowledge that you will be provided with a paper
copy of any documents if the attempted electronic delivery of such documents fails. Similarly, you
understand that you must provide the Company or any designated third party administrator with a
paper copy of any documents if the attempted electronic delivery of such documents fails. You may
revoke your consent to the electronic delivery of documents described in this Section 16 or may
change the electronic mail address to which such documents are to be delivered (if you have
provided an electronic mail address) at any time by notifying the Company of such revoked consent
or revised e-mail address by telephone, postal service or electronic mail. Finally, you understand
that you are not required to consent to electronic delivery of documents described in this
Section 16.




17. Miscellaneous.



(a) The rights and obligations of the Company under your Award shall be transferable 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.



18. 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.



19. Choice of Law. The interpretation, performance and enforcement of this
Agreement shall be governed by the law of the state of Delaware without regard to such state’s
conflicts of laws rules.