ex108directorrsuagreemen






Exhibit 10.8  2-10-2022             SEAGEN INC.  STOCK UNIT GRANT NOTICE  (AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN)  Seagen Inc. (the “Company”), pursuant to its Amended and Restated 2007 Equity Incentive Plan (the “Plan”), hereby  awards to Participant 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 Stock Unit Agreement, both of  which are incorporated herein in their entirety.  Capitalized terms not otherwise defined herein shall have the meanings  set forth in the Plan or the Stock Unit Agreement, as applicable. Except as otherwise 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.  Participant:    Date of Grant:    Number of Stock Units Subject to Award:    Consideration: Participant’s Services    Vesting Schedule:  Subject to Section 2 of the Stock Unit Agreement, [this Award shall vest in full on the  first anniversary of the Date of Grant] [one-quarter of the shares subject to the Award  will vest each year on the anniversary of the Date of Grant until the Award is fully  vested on the fourth anniversary of the Date of Grant].  Notwithstanding the foregoing,  vesting shall terminate upon the Participant’s Termination of Employment.      Issuance Schedule: The Shares to be issued in respect of the Award will be issued in accordance with the  issuance schedule set forth in Section 6 of the Stock Unit Agreement.  





 






Exhibit 10.8  2-10-2022             Additional Terms/Acknowledgements:  Participant acknowledges receipt of, and understands and agrees to, this  Stock Unit Grant Notice, the Stock Unit Agreement and the Plan. Participant also acknowledges receipt of the  Prospectus for the Plan.  Participant further acknowledges that as of the Date of Grant, this Stock Unit Grant Notice,  the Stock Unit Agreement and the Plan set forth the entire understanding between Participant and the Company  regarding the Award and supersede 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.   SEAGEN INC. PARTICIPANT:  By:        (Signature)  Name: Clay B. Siegall, Ph.D.       Title: President & CEO      Date:  Date:   





 






     1.     2-10-2022       SEAGEN INC.  AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN  STOCK UNIT AGREEMENT  Pursuant to the Stock Unit Grant Notice (“Grant Notice”) and this Stock Unit Agreement  (this “Agreement”) and in consideration of your services, Seagen Inc. (the “Company”) has  awarded you a Stock Unit Award (the “Award”) under its Amended and Restated 2007 Equity  Incentive 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 the signing by you of the Stock Unit 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 that is equal to the number of stock units indicated in the Grant Notice  (the “Stock Units”).  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 Stock Units subject  to the Award.  This Award is granted in consideration of your services to the Company.  Except  as otherwise provided herein, you will not be required to make any payment to the Company (other  than past and future services to the Company) with respect to your receipt of the Award, the vesting  of the Stock Units or the delivery of the Shares to be issued in respect of the Award.   2. 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 vesting date set forth in the Grant Notice.   Upon your Termination of Employment, the Stock Units credited to the Account that are 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 Stock Units or the Shares to be issued in  respect of the Award.  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 or 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.   In the event of a Change in Control (as defined in the Plan), the vesting of your Award (if  your Award is outstanding at such time) shall be accelerated in full immediately prior to the  effective time of the Change in Control.    





 






     2.     2-10-2022       3. NUMBER OF SHARES.   (a)  The number of Stock Units subject to your Award may be adjusted from  time to time for changes in capitalization, as provided in Section 13 of the Plan.  (b) Any additional Stock Units that become subject to the Award pursuant to  this Section 3 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 Stock Units covered by your Award.  (c) Notwithstanding the provisions of this Section 3, no fractional Shares or  rights for fractional Shares shall be created pursuant to this Section 3.  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 3.  4. SECURITIES LAW COMPLIANCE.  You may not be issued any Shares in respect of  your Award unless either (i) such Shares are 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 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 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.  5. TRANSFER RESTRICTIONS.  Your Award is not transferable, except by will or by  the 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 subject to the Award until such Shares are issued to  you in accordance with Section 6 of this Agreement.  After such 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.  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 to which you were entitled at the  time of your death pursuant to this Agreement.  6. 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  number of Shares equal to the number of vested Stock Units subject to your Award, including any  additional Stock Units received pursuant to Section 3 above that relate to those vested Stock Units  





 






     3.     2-10-2022       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 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 10(a) hereof), if any, by withholding Shares from the Shares otherwise due,  on the Original Issuance Date, to you under this Award pursuant to Section 10 hereof, (y) not to  permit you to sell Shares pursuant to a written plan that meets the requirements of Rule 10b5-1  under the Exchange Act, 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 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 Stock Units vest.  Delivery of the Shares pursuant to the  provisions of this Section 6(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 6(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 6(b) shall supersede anything to  the contrary in Section 6(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 December 31st of the  calendar year that includes the applicable vesting date.    (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  





 






     4.     2-10-2022       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 instead be  issued on 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 Plan, then such acceleration of vesting of the Award  shall not accelerate the issuance date of the Shares (or any substitute property), but such 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 the 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 vesting or delivery of such Shares will not trigger  the additional tax imposed under Section 409A, and any ambiguities herein will be so interpreted.  (e) The Administrator may modify the terms of this Agreement and/or the Plan  without your consent, in the manner that the Administrator may determine to be necessary or  advisable in order to comply with Code Section 409A or to mitigate any additional tax, interest  and/or penalties or other adverse tax consequences that may apply under Code Section 409A if  compliance is not practical. This Section 6(e) does not create an obligation on the part of the  Company to modify the terms of this Agreement or the Plan and does not guarantee that this Award  or the delivery of Shares upon settlement of the Award will not be subject to taxes, interest and  penalties or any other adverse tax consequences under Code Section 409A. Nothing in this  Agreement shall provide a basis for any person to take any action against the Company based on  matters covered by Code Section 409A, including the tax treatment of any amounts paid under this  Agreement, and the Company will not have any liability under any circumstances to the Participant  or any other party if the Award, the delivery of Shares upon vesting/settlement of the Award or  other payment or tax event hereunder that is intended to be exempt from, or compliant with, Code  Section 409A, is not so exempt or compliant or for any action taken by the Administrator with  respect thereto.  





 






     5.     2-10-2022       7. 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 Plan; provided, however, that this sentence shall not  apply with respect to any Shares that are delivered to you in connection with your Award after  such Shares have been delivered to you.  8. [RESERVED].  9. AWARD NOT A SERVICE CONTRACT.    (a) Your service with the Company or an Affiliate is not for any specified term  and may be terminated by you or by the Company or an Affiliate at any time, for any reason, with  or without cause and with or without notice.  Nothing in this Agreement (including, but not limited  to, the vesting of your Award pursuant to the schedule set forth in Section 2 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 service 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 service  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 you at will and 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 2 is earned only by  continuing as an employee, director or consultant at the will of the Company (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 with the Company 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  Company’s right to terminate your service at any time, with or without cause and with or without  notice.  





 






     6.     2-10-2022       10. WITHHOLDING OBLIGATIONS.  (a) On or before the time you receive a distribution of Shares pursuant to your  Award, or at any time thereafter as requested by the Company, you hereby authorize any required  withholding from the Shares issuable to you and/or otherwise agree to make adequate provision in  cash for any sums required to satisfy the federal, state, local and foreign tax withholding  obligations of the Company or any Affiliate which arise in connection with your Award (the  “Withholding Obligation”), if any.    (b) Additionally, the Company may, at its discretion, satisfy the Withholding  Obligation, if any, 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;   (iii) Withholding Shares from the Shares issued or otherwise issuable to  you in connection with the Award with a Fair Market Value (measured as of the date Shares are  issued pursuant to Section 6) equal to the amount of the Withholding Obligation; provided,  however, that the number of such Shares so withheld shall not exceed the amount necessary to  satisfy the Company’s or Affiliate’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 (or such other amount as may be  permitted while still avoiding classification of the Award as a liability for financial accounting  purposes); and/or  (iv)   Permitting you to enter into a “same day sale” commitment with a  broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA  Dealer”) whereby you irrevocably elect to sell a portion of the Shares to be delivered in connection  with your Award to satisfy the Withholding Obligation and whereby the FINRA Dealer  irrevocably commits to forward the proceeds necessary to satisfy the Withholding Obligation  directly to the Company and/or its Affiliates.  (c) Unless the Withholding Obligation, if any, of the Company and/or any  Affiliate are satisfied, the Company shall have no obligation to deliver to you any Shares.  (d) In the event the Withholding Obligation, if any, of the Company arises prior  to the delivery to you of Shares or it is determined after the delivery of Shares 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.  





 






     7.     2-10-2022       11. 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 6 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.  12. 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  policy on trading in Company securities permitting insiders to sell Shares only during certain  “window” periods and the Company’s insider trading policy, in effect from time to time.    13. DATA TRANSFER.  You hereby explicitly and unambiguously consent to the  collection, use and transfer, in electronic or other form, of your personal data as described in this  document by the Company for the purpose of implementing, administering and managing your  participation in the Plan.  You understand that the Company holds certain personal information  about you, including, but not limited to, your name, home address and telephone number, date of  birth, social security number (or other identification number), salary, nationality, job title, any  shares of stock or directorships held in the Company, details of all options or any other entitlement  to shares of stock awarded, canceled, purchased, exercised, vested, unvested or outstanding in your  favor for the purpose of implementing, managing and administering the Plan (“Data”).  You  understand that the Data may be transferred to any third parties assisting in the implementation,  administration and management of the Plan, including providing ancillary services related to stock  plan administration.  You authorize the recipients to receive, possess, use, retain and transfer the  Data, in electronic or other form, for the purposes of implementing, administering and managing  your participation in the Plan (including providing ancillary services related to stock plan  administration), including any requisite transfer of such Data, as may be required to a broker or  other third party with whom you may elect to deposit any shares issued in respect of your Award.  14. 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  





 






     8.     2-10-2022       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.  15. 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. Your rights and obligations under your Award may only be assigned with  the prior written consent of the Company.   (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.  16. 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.   17. ENTIRE AGREEMENT.  The Plan, this Agreement and the Grant Notice 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.    18. 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  





 






     9.     2-10-2022       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.  19. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS.  In the event that you become an  Employee, the value of the Award subject to this Agreement shall not be included as compensation,  earnings, salaries, or other similar terms used when calculating your benefits under any employee  benefit 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 of the  Company’s or any Affiliate’s employee benefit plans.  20. 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 materially  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 and without your prior written consent, the provisions of this  Agreement in any way it may deem necessary or advisable to carry out the purpose of the grant to  facilitate compliance with applicable laws or regulations or any future law, regulation, ruling, or  judicial decision.