ex109directoroptionagree






  Exhibit 10.9    1    2-10-2022  SEAGEN INC.  AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN  NOTICE OF STOCK OPTION GRANT      «Name»  «Title»  «CompanyInstitute»  «Address»  «Address2»  «City_State_Zip»    Dear «Salutation»:    You have been granted an option to purchase Common Stock of Seagen Inc. as follows:  Date of Grant [_______]  Exercise Price per Share [$______]  Total Number of Shares Granted [_______]  Type of Option Nonstatutory Stock Option  Expiration Date [________]  Vesting Schedule:  Subject to Section 3 of the Stock Option  Agreement, this Option may be  exercised, in whole or in part, in  accordance with the following schedule,  provided that Optionee does not  experience a Termination of  Employment before the applicable  vesting date: [One hundred percent  (100%) of the total number of Shares  subject to the Option shall vest on the  first anniversary of the Grant Date]  [One-fourth (1/4th) of the total number  of Shares subject to the Option shall vest  on the first anniversary of the Grant  Date, and one thirty-sixth (1/36th) of the  remaining Shares subject to the Option  shall vest each month thereafter until all  Shares are fully vested].    Termination Period:   This Option may be exercised for three  months after Optionee’s Termination of  





 






  Exhibit 10.9    2    2-10-2022  Employment, or such longer period as  may be applicable upon the death or  Disability of Optionee as provided in the  Stock Option Agreement, but in no  event later than the Expiration Date as  provided above.   





 






  Exhibit 10.9    3    2-10-2022    By your signature and the signature of the Company’s representative below, you and  Seagen Inc. agree that this Option is granted under and governed by the terms and conditions of  the Seagen Inc. Amended and Restated 2007 Equity Incentive Plan and the Stock Option  Agreement, all of which are attached and made a part of this document.    OPTIONEE  SEAGEN INC.              By:   «Name»    Clay B. Siegall, Ph.D.    President & CEO      Social Security Number      





 






  Exhibit 10.9    4    2-10-2022  SEAGEN INC.  AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN  STOCK OPTION AGREEMENT   THIS STOCK OPTION AGREEMENT (the “Agreement”) dated [________] (“Grant  Date”) between Seagen Inc., a Delaware corporation (the “Company”), and «Name»  (“Optionee”), is entered into as follows:   WITNESSETH:    WHEREAS, the Company has established the Amended and Restated 2007 Equity  Incentive Plan (the “Plan”); and    WHEREAS, the Board of Directors of the Company (the “Board”) has determined that  Optionee shall be granted an option under the Plan as hereinafter set forth;   The parties hereby agree that the Company grants, effective as of the Grant Date,  Optionee a Nonstatutory Stock Option (this “Option”) to purchase [________] shares of its  $0.001 par value Common Stock (the “Shares”) upon the terms and conditions set forth in this  Agreement.     1. Plan Award.  This Option is granted under and pursuant to the Plan and is subject to  each and all of the provisions thereof.      2. Exercise Price.  The exercise price applicable to this Option (meaning, the price  Optionee must pay in order to purchase any Shares hereunder) shall be [$_______] per Share.     3. Vesting and Exercise of Option.  Subject to Optionee’s not experiencing a Termination  of Employment during the following vesting period, Optionee shall vest in and earn the right to  exercise this Option as follows: [One hundred percent (100%) of the total number of Shares  subject to the Option shall vest on the first anniversary of the Grant Date] [One-fourth (1/4th) of  the total number of Shares subject to the Option shall vest on the first anniversary of the Grant  Date, and one thirty-sixth (1/36th) of the remaining Shares subject to the Option shall vest each  month thereafter until all Shares are fully vested].  This Option may be exercised in whole or in  part.    Notwithstanding the foregoing or anything in this Agreement to the contrary, in the event  of Optionee's Termination of Employment as a result of Optionee's death or Disability, the  vesting and exercisability of this Option shall accelerate such that this Option shall become vested  and exercisable as to an additional twelve (12) months, effective as of the date of such  Termination of Employment, to the extent that this Option is outstanding on such date.    In the event of a Change in Control (as defined in the Plan), the vesting of this Option (if  this Option is outstanding at such time) shall be accelerated in full such that Optionee shall have  the right to exercise this Option for all of the Shares subject to this Option immediately prior to  the effective time of the Change in Control.   





 






  Exhibit 10.9    5    2-10-2022    4. Expiration.  This Option will expire ten (10) years from the Grant Date, unless sooner  terminated or canceled in accordance with the provisions of the Plan.  This means that (subject to  the continuing service requirement set forth in Section 3 above and subject to earlier termination  upon certain other events as set forth in the Plan) this Option must be exercised, if at all, on or  before [________] (the “Expiration Date”).  If this Option expires on a stock exchange holiday  or weekend day, this Option will expire on the last trading day prior to the holiday or weekend.   Optionee shall be solely responsible for exercising this Option, if at all, prior to its Expiration  Date.  The Company shall have no obligation to notify Optionee of this Option's expiration.     5. Exercise Mechanics.  This Option may be exercised by delivery of an exercise notice, in  the form attached as Exhibit A (the “Exercise Notice”), which shall state the election to exercise  the Option, the number of Shares in respect of which the Option is being exercised (the  “Exercised Shares”), and such other representations and agreements as may be required by the  Company pursuant to the provisions of the Plan.  The Exercise Notice shall be signed by  Optionee and shall be delivered in person or by certified mail to the Secretary of the Company.   The Exercise Notice must be accompanied by the payment of the full Option exercise price of  such Shares.  Exercise shall not be deemed to have occurred unless and until Optionee has  delivered to the Company (or its authorized representative) an approved notice of exercise, full  payment of the exercise price for the Shares being exercised and payment of any applicable  withholding taxes in accordance with Section 8 below.  Payment of the Option exercise price may  be in cash (including check or wire transfer); through an approved cashless-brokered exercise  program; with Shares (subject to the Company's discretion to withhold approval for such payment  method at any time); through a cashless “net exercise” arrangement pursuant to which the  Company will reduce the number of Shares issued upon exercise by the largest whole number of  Shares having an aggregate fair market value that does not exceed the aggregate exercise price,  provided the Company shall accept a cash or other payment from Optionee to the extent of any  remaining balance of the exercise price not satisfied by such reduction in the number of whole  Shares to be issued; or a combination thereof to the extent permissible under Applicable Law;  provided, however, that any permitted method of payment shall be in strict compliance with all  procedural rules established by the Board.    6. Termination of Employment.  All rights of Optionee in this Option, to the extent that it  has not previously become vested and been exercised, shall terminate upon Optionee's  Termination of Employment except as set forth in this Section 6.  The portion of the Option that  relates to any Shares that were unvested and unexercisable as of the date of Optionee's  Termination of Employment shall terminate and expire effective immediately upon such date.   With respect to the vested and exercisable portion of the Option, and subject to the final sentence  of this Section 6:    (i) In the event of Termination of Employment other than as a result of Optionee's  death or Disability, Optionee shall have three months from the date of such Termination of  Employment to exercise the Option as to the Shares subject to the Option that were vested and  exercisable as of the date of Termination of Employment; provided, however, that (A) if during  any part of such three month period, the Option is not exercisable because the issuance of the  Shares would violate the registration requirements under the Securities Act, the Option shall not  expire until the Option shall have been exercisable for an aggregate of three months after the date  of Termination of Employment (but in no event may the Option be exercised more than one year  





 






  Exhibit 10.9    6    2-10-2022  after the date of Termination of Employment), and (B) if during any part of such three month  period, the Shares issued upon exercise of the Option may not be sold because Optionee has  material nonpublic information regarding the Company or is otherwise subject to a trading  blackout period under the Company’s Insider Trading Policy, the Option shall not expire until  Optionee shall have had an aggregate of three months after the date of Termination of  Employment during which Optionee can sell the Shares without being subject to such restrictions  arising under insider trading laws or Company policy (but in no event may the Option be  exercised more than one year after the date of Termination of Employment);     (ii) In the event of Termination of Employment as a result of Optionee's Disability,  Optionee shall have 12 months from the date of such Termination of Employment to exercise the  Option as to the Shares subject to the Option that were vested and exercisable as of the date of  Termination of Employment; and    (iii) In the event of Termination of Employment as a result of Optionee’s death or in  the event of Optionee’s death within three months following Optionee’s Termination of  Employment, Optionee's estate, any person who acquired the right to exercise the Option by  bequest or inheritance, or any person designated to exercise the Option upon Optionee's death  shall have 12 months following Optionee’s death to exercise the Option as to the Shares subject  to the Option that were vested and exercisable as of the date of Optionee’s death.    Notwithstanding the above, in no event may an Option be exercised, even as to vested and  otherwise exercisable Shares, after the Expiration Date set forth in Section 4 above.     7. Transferability.  This Option is not transferable by Optionee otherwise than by will or  the laws of descent and distribution, and is exercisable only by Optionee during Optionee’s  lifetime.    8. Tax Matters.  Regardless of any action the Company takes with respect to any or all  income tax, social security, payroll tax, payment on account or other tax-related withholding  (“Tax-Related Items”), Optionee acknowledges and agrees that the ultimate liability for all Tax- Related Items legally due by him or her is and remains Optionee's responsibility and that the  Company (i) makes no representations nor undertakings regarding the treatment of any Tax- Related Items in connection with any aspect of this Option, including the grant, vesting or  exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and  receipt of any dividends; and (ii) does not commit to structure the terms or the grant or any aspect  of this Option to reduce or eliminate Optionee's liability for Tax-Related Items.  If Optionee is  subject to certain withholding requirements, then prior to the exercise of this Option, Optionee  shall pay or make adequate arrangements satisfactory to the Company to withhold all applicable  Tax-Related Items legally payable by Optionee from Optionee's wages or other cash  compensation paid to Optionee by the Company or from proceeds of the sale of Shares.   Alternatively, or in addition, if applicable and permissible under Applicable Laws, the Company  may (but shall not be obligated to): (1) sell or arrange for the sale of Shares that Optionee  acquires to meet the withholding obligation for Tax-Related Items, and/or (2) withhold in Shares  to meet the withholding obligation for Tax-Related Items, provided that the Company only  withholds the amount of Shares necessary to satisfy the minimum withholding amount (or such  other amount as may be permitted while still avoiding classification of this Option as a liability  for financial accounting purposes).  In addition, if applicable, Optionee shall pay the Company  





 






  Exhibit 10.9    7    2-10-2022  any amount of Tax-Related Items that the Company may be required to withhold as a result of  Optionee's participation in the Plan or Optionee's purchase of Shares that cannot be satisfied by  the means previously described, and if Optionee does not otherwise so pay the Company, then the  Company may withhold amounts from Optionee's cash compensation to satisfy such withholding  obligation.  The Company may refuse to honor the exercise and refuse to deliver the Shares if  Optionee fails to comply with Optionee's obligations in connection with the Tax-Related Items  (including if Optionee's cash compensation is not sufficient to satisfy such obligations).   Although Optionee is being provided in the Plan prospectus a description of certain tax  consequences of transactions related to the Option, Optionee remains responsible for all such tax  consequences and the Company shall not be deemed to provide any individual tax advice with  respect thereto.      9. Optionee Acknowledgements.  By accepting the grant of this Option, Optionee  acknowledges and agrees that the Plan is established voluntarily by the Company, it is  discretionary in nature and may be modified, amended, suspended or terminated by the Company  at any time unless otherwise provided in the Plan or this Agreement.  Optionee acknowledges that  all decisions with respect to future grants, if any, will be at the sole discretion of the Company.   Optionee's participation in the Plan shall not create a right to his or her continued service as a  Director.  This Option shall not be part of calculating any severance, resignation, termination,  redundancy, end-of-service payments, bonuses, long-service awards, pension or retirement  benefits or similar payments insofar as permitted by law.  In the event that Optionee is not an  employee of the Company, this Option grant will not be interpreted to form an employment  contract or relationship with the Company or any Subsidiary or Affiliate of the Company.   Optionee acknowledges that the future value of the underlying Shares is unknown, may increase  or decrease in the future, and cannot be predicted with certainty.  In consideration of the grant of  this Option, no claim or entitlement to compensation or damages shall arise from termination of  this Option or diminution in value of this Option or Shares purchased through exercise of this  Option resulting from Optionee's Termination of Employment by the Company (for any reason  whatsoever and whether or not in breach of Applicable Laws).    10. Data Transfer.  Optionee explicitly and unambiguously consents to the collection, use  and transfer, in electronic or other form, of Optionee's personal data as described in this document  by the Company for the purpose of implementing, administering and managing Optionee's  participation in the Plan.  Optionee understands that the Company holds certain personal  information about Optionee, including, but not limited to, 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 Optionee's favor for the purpose of implementing, managing and administering the  Plan (“Data”).  Optionee understands 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.  Optionee authorizes the recipients to  receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of  implementing, administering and managing Optionee's 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 Optionee may elect  to deposit any Shares acquired upon the exercise of this Option.      





 






  Exhibit 10.9    8    2-10-2022  11. Notices; Electronic Delivery and Acceptance.  Any notices provided for in this Option  or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the  case of notices delivered by the Company to Optionee, five (5) days after deposit in the United  States mail, postage prepaid, addressed to Optionee at the last address Optionee 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 Option by electronic means or  to request Optionee’s consent to participate in the Plan by electronic means.  Optionee hereby  consents 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 or another third party designated by the Company and agrees notice shall be provided  upon posting to Optionee’s electronic account held by the Company 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.    12. Copies of Plan Materials.  Optionee acknowledges that Optionee has received copies of  the Plan and the Plan prospectus from the Company and agrees to receive stockholder  information, including copies of any annual report, proxy statement and periodic report, from the  Company's website at https://investor.seagen.com/overview/default.aspx (under the “Financial  information” tab).  Optionee acknowledges that copies of the Plan, Plan prospectus, Plan  information and stockholder information are also available upon written or telephonic request to  the Stock Plan Administrator.    13. Entire Agreement; Plan Controls.  The Plan is incorporated herein by reference.  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 Optionee with respect to the subject matter hereof, with the exception of any  arrangement that would provide for vesting acceleration of this Option upon the terms and  conditions set forth therein.  This Agreement is governed by the laws of the state of Delaware.  In  the event of any conflict between the terms and provisions of the Plan and this Agreement, the  Plan terms and provisions shall govern.  Capitalized terms used but not defined in this Agreement  or the Notice of Stock Option Grant attached to this Agreement have the meanings assigned to  them in the Plan.  Certain other important terms governing this Agreement are contained in the  Plan.    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 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.    15. Amendment.  This Agreement may not be modified, amended or terminated except by  an instrument in writing, signed by Optionee 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 Optionee, and provided that no such amendment  adversely affecting Optionee’s rights hereunder may be made without Optionee’s written consent,  





 






  Exhibit 10.9    9    2-10-2022  except as otherwise provided in the Plan.  Without limiting the foregoing, the Administrator  reserves the right to change, by written notice to Optionee, 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 Option which is then subject to restrictions as provided herein.    





 






  Exhibit 10.9    10    2-10-2022  By your signature and the signature of the Company’s representative below, you and the  Company agree that this Option is granted under and governed by the terms and conditions of the  Amended and Restated 2007 Equity Incentive Plan (the “Plan”) and this Stock Option  Agreement (the “Agreement”).  Optionee has reviewed the Plan and this Agreement in their  entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement  and fully understands all provisions of the Plan and this Agreement.  Optionee hereby agrees to  accept as binding, conclusive and final all decisions or interpretations of the Administrator upon  any questions relating to the Plan and this Agreement.    OPTIONEE  SEAGEN INC.           By:   «Name»     Clay B. Siegall, Ph.D.     President & CEO         





 






  Exhibit 10.9    11    2-10-2022  EXHIBIT A    NOTICE OF EXERCISE      To: Seagen Inc.    Attn: Stock Option Administrator    Subject: Notice of Intention to Exercise Stock Option      This is official notice that the undersigned (“Optionee”) intends to exercise Optionee’s  option to purchase __________ shares of Seagen Inc. Common Stock, under and pursuant to the  Company’s Amended and Restated 2007 Equity Incentive Plan and the Stock Option Agreement  dated _______________, as follows:  Grant Number:    Date of Purchase:    Number of Shares:    Purchase Price:    Method of Payment of   Purchase Price:    Social Security No.:    The shares should be issued as follows:  Name:     Address:              Signed:     Date: