BioPharma, Inc. has granted to the Participant named in the Notice of Grant of Stock Option (the Grant Notice)
to which this Stock Option Agreement (the Option
Agreement) is attached an option (the Option) to purchase certain
shares of Stock upon the terms and conditions set forth in the Grant Notice and
this Option Agreement. The Option has
been granted pursuant to and shall in all respects be subject to the terms and
conditions of the PDL BioPharma, Inc. 2005 Equity Incentive Plan (the Plan), as amended to the
Date of Grant, the provisions of which are incorporated herein by
reference. By signing the Grant Notice,
the Participant: (a) acknowledges receipt of and represents that the Participant
has read and is familiar with the Grant Notice, this Option Agreement, the Plan
and a prospectus for the Plan in the form
most recently registered with the Securities and Exchange Commission (the Plan Prospectus),
(b) accepts the Option subject to all of the terms and conditions of the
Grant Notice, this Option Agreement and the Plan and (c) agrees to accept
as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions arising under the Grant Notice, this Option
Agreement or the Plan.
1. DEFINITIONS AND CONSTRUCTION.
1.1 Definitions. Unless
otherwise defined herein, capitalized terms shall have the meanings assigned to
such terms in the Grant Notice or the Plan.
1.2 Construction. Captions
and titles contained herein are for convenience only and shall not affect the
meaning or interpretation of any provision of this Option Agreement. Except when otherwise indicated by the
context, the singular shall include the plural and the plural shall include the
singular. Use of the term or is not
intended to be exclusive, unless the context clearly requires otherwise.
2. TAX STATUS OF OPTION.
This Option is intended to be a Nonstatutory Stock
Option and shall not be treated as an Incentive Stock Option within the meaning
of Section 422(b) of the Code.
All questions of interpretation concerning this Option
Agreement shall be determined by the Committee.
All determinations by the Committee shall be final and binding upon all
persons having an interest in the Option.
Any Officer shall have the authority to act on behalf of the Company
with respect to any matter, right, obligation, or election which is the
responsibility of or which is allocated to the Company herein, provided
the Officer has apparent authority with respect to such matter, right,
obligation, or election.
4. EXERCISE OF THE OPTION.
4.1 Right to
Exercise. Except as otherwise provided herein, the
Option shall be exercisable on and after the Initial Vesting Date and prior to
the termination of the Option (as provided in Section 6) in an amount not
to exceed the number of Vested Shares less the number of shares previously
acquired upon exercise of the Option. In
no event shall the Option be exercisable for more shares than the Number of
Option Shares, as adjusted pursuant to Section 9.
4.2 Method of
Exercise. Exercise of the Option shall be by means of
electronic or written notice (the Exercise Notice) in a form
authorized by the Company. An electronic
Exercise Notice must be digitally signed or authenticated by the Participant in
such manner as required by the notice and transmitted to the Company or an
authorized representative of the Company (including a third-party administrator
designated by the Company). In the event
that the Participant is not authorized or is unable to provide an electronic
Exercise Notice, the Option shall be exercised by a written Exercise Notice
addressed to the Company, which shall be signed by the Participant and
delivered in person, by certified or registered mail, return receipt requested,
by confirmed facsimile transmission, or by such other means as the Company may
permit, to the Company, or an authorized representative of the Company
(including a third-party administrator designated by the Company). Each Exercise Notice, whether electronic or
written, must state the Participants election to exercise the Option, the
number of whole shares of Stock for which the Option is being exercised and
such other representations and agreements as to the Participants investment
intent with respect to such shares as may be required pursuant to the
provisions of this Option Agreement.
Further, each Exercise Notice must be received by the Company prior to
the termination of the Option as set forth in Section 6 and must be
accompanied by full payment of the aggregate Exercise Price for the number of
shares of Stock being purchased. The
Option shall be deemed to be exercised upon receipt by the Company of such
electronic or written Exercise Notice and the aggregate Exercise Price.
4.3 Payment of
(a) Forms of Consideration Authorized. Except as
otherwise provided below, payment of the aggregate Exercise Price for the
number of shares of Stock for which the Option is being exercised shall be made
(i) in cash or by check or cash equivalent, (ii) if permitted by the
Company, by tender to the Company, or attestation to the ownership, of whole
shares of Stock owned by the Participant having a Fair Market Value not less
than the aggregate Exercise Price, (iii) by means of a Cashless Exercise,
as defined in Section 4.3(b), or (iv) by any combination of the
(b) Limitations on Forms of
(i) Tender of Stock.
Notwithstanding the foregoing, the Option may not be exercised by tender
to the Company, or attestation to the ownership, of shares of Stock to the
extent such tender or attestation would constitute a violation of the
provisions of any law, regulation or agreement restricting the redemption of
the Companys stock. If required by the
Company, the Option may not be exercised by tender to the Company, or
attestation to the ownership, of shares of Stock unless such shares either have
been owned by the Participant for more than six (6) months or such other
period, if any, required by the Company (and not used for another option
exercise by attestation during such period) or were not acquired, directly or
indirectly, from the Company.
(ii) Cashless Exercise. A Cashless Exercise means the
delivery of a properly executed notice together with irrevocable instructions
to a broker in a form acceptable to the Company providing for the assignment to
the Company of the proceeds of a sale or loan with respect to some or all of
the shares of Stock acquired upon the exercise of the Option pursuant to a
program or procedure approved by the Company (including, without limitation,
through an exercise complying with the provisions of Regulation T as
promulgated from time to time by the Board of Governors of the Federal Reserve
System). The Company reserves, at any
and all times, the right, in the Companys sole and absolute discretion, to
establish, decline to approve or terminate any such program or procedure,
including with respect to the Participant notwithstanding that such program or
procedures may be available to others.
Withholding. At the time the Option is exercised, in whole
or in part, or at any time thereafter as requested by the Company, the
Participant hereby authorizes withholding from payroll and any other amounts
payable to the Participant, and otherwise agrees to make adequate provision for
(including by means of a Cashless Exercise to the extent permitted by the
Company), any sums required to satisfy the federal, state, local and foreign
tax withholding obligations of the Participating Company Group, if any, which
arise in connection with the Option. The
Company shall have no obligation to deliver shares of Stock until the tax
withholding obligations of the Participating Company Group have been satisfied
by the Participant.
Ownership of Shares; Certificate Registration. The Participant hereby authorizes the
Company, in its sole discretion, to deposit for the benefit of the Participant
with any broker with which the Participant has an account relationship of which
the Company has notice any or all shares acquired by the Participant pursuant
to the exercise of the Option. Except as
provided by the preceding sentence, a certificate for the shares as to which
the Option is exercised shall be registered in the name of the Participant, or,
if applicable, in the names of the heirs of the Participant.
on Grant of the Option and Issuance of Shares. The grant of the Option and the issuance of
shares of Stock upon exercise of the Option shall be subject to compliance with
all applicable requirements of federal, state or foreign law with respect to
such securities. The Option may not be
exercised if the issuance of shares of Stock upon exercise would constitute a
violation of any applicable federal, state or foreign securities laws or other
law or regulations or the requirements of any stock exchange or market system
upon which the Stock may then be listed.
In addition, the Option may not be exercised unless (i) a
registration statement under the Securities Act shall at the time of exercise
of the Option be in effect with respect to the shares issuable upon exercise of
the Option or (ii) in the opinion of legal counsel to the Company, the shares
issuable upon exercise of the Option may be issued in accordance with the terms
of an applicable exemption from the registration requirements of the Securities
Act. THE PARTICIPANT IS CAUTIONED THAT
THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE
SATISFIED. ACCORDINGLY, THE PARTICIPANT MAY NOT
BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS
VESTED. The inability of the Company to
obtain from any regulatory body having jurisdiction the authority, if any,
deemed by the Companys
legal counsel to be necessary to the lawful issuance and sale of any shares
subject to the Option shall relieve the Company of any liability in respect of
the failure to issue or sell such shares as to which such
authority shall not have been obtained.
As a condition to the exercise of the Option, the Company may require
the Participant to satisfy any qualifications that may be necessary or
appropriate, to evidence compliance with any applicable law or regulation and
to make any representation or warranty with respect thereto as may be requested
by the Company.
Shares. The Company shall not be required to issue
fractional shares upon the exercise of the Option.
5. NONTRANSFERABILITY OF THE OPTION.
During the lifetime of the Participant, the Option
shall be exercisable only by the Participant or the Participants guardian or
legal representative. The Option shall
not be subject in any manner to anticipation, alienation, sale, exchange,
transfer, assignment, pledge, encumbrance, or garnishment by creditors of the
Participant or the Participants beneficiary, except transfer by will or by the
laws of descent and distribution.
Following the death of the Participant, the Option, to the extent
provided in Section 7, may be exercised by the Participants legal representative or
by any person empowered to do so under the deceased Participants will or under the then
applicable laws of descent and distribution.
6. TERMINATION OF THE OPTION.
The Option shall terminate and may no longer be
exercised after the first to occur of (a) the close of business on the
Option Expiration Date, (b) the close of business on the last date for
exercising the Option following termination of the Participants Service as described in Section 7,
or (c) a Change in Control to the extent provided in Section 8.
7. EFFECT OF TERMINATION OF SERVICE.
Exercisability. The Option
shall terminate immediately upon the Participants termination of Service to
the extent that it is then unvested and shall be exercisable after the
Participants termination of Service to the extent it is then vested only
during the applicable time period as determined below and thereafter shall
(a) Disability. If the Participants Service terminates because of the
Disability of the Participant, the Option, to the extent unexercised and
exercisable for Vested Shares on the date on which the Participants Service terminated, may be exercised by
the Participant (or the Participants guardian or legal representative) at
any time prior to the expiration of twelve (12) months after the date on which
the Participants Service terminated, but in any event no later than
the Option Expiration Date.
(b) Death. If the Participants Service
terminates because of the death of the Participant, the Option, to the extent unexercised and exercisable
for Vested Shares on the date on which the Participants Service
terminated, may be exercised by the Participants legal representative or other
person who acquired the right to exercise the Option by reason of the
Participants death at any time prior to the expiration of twelve (12) months
after the date on which the Participants Service terminated, but in any event no
later than the Option Expiration Date.
The Participants Service shall be deemed to have terminated on account
of death if the Participant dies within three (3) months after the
Participants termination of Service.
(c) Termination After Change in Control. If the Participants Service ceases as a
result of a Termination After Change in Control (as defined below), then (i) the
Option, to the extent unexercised and exercisable for Vested Shares on the date
on which the Participants Service terminated, may be exercised by the Participant
(or the Participants guardian or legal representative) at any time prior to
the expiration of six (6) months after the date on which the Participants
Service terminated, but in any event no later than the Option Expiration Date.
(d) Termination After Agreement to
Resign Employment. If the
Participants Service as an Employee ceases as a result of an Agreement to
Resign Employment (as defined below) and as of the effective date of the
termination of Participants Service as an Employee, the Participant continues
his Service as a member of the Board, then the number of Vested Shares shall be
increased by an amount equal to fifty percent (50%) of the Number of Option
Shares (but in no event to a number in excess of 100% of the Number of Option
Shares) effective as of the date on which the Participants Service as an
Termination of Service. If the
Participants Service terminates for any reason, except Disability, death or
Termination After Change in Control, the Option, to the extent unexercised and
exercisable for Vested Shares by the Participant on the date on which the
Participants Service terminated, may be exercised by the Participant within
three (3) months after the date on which the Participants Service
terminated, but in any event no later than the Option Expiration Date.
7.2 Extension if
Exercise Prevented by Law. Notwithstanding the foregoing, if the
exercise of the Option within the applicable time periods set forth in Section 7.1
is prevented by the provisions of Section 4.6, the Option shall remain
exercisable until thirty (30) days after the date such exercise would no longer
be prevented by such provisions, but in any event no later than the Option
(a) Agreement to Resign Employment means
the termination by Participant of his Service as an Employee upon the mutual
agreement of Participant and the Board that Participant should resign as an
Employee, which agreement by the Board shall occur at the time a majority of
the members of the Board other than Participant adopt a resolution that
Participant should resign as an Employee.
(b) Termination After a Change in Control
shall mean either of the following events occurring upon or within twelve (12)
months after a Change in Control:
(i) termination by the
Participating Company Group of the Participants Service for any reason other
than for Cause (as defined in the Plan); or
(ii) the Participants
resignation from all capacities in which the Participant is then rendering
Service within a reasonable period of time following the event constituting a
Constructive Termination (as defined below).
Notwithstanding any provision herein to the contrary,
Termination After a Change in Control shall not include any termination of the Participants
Service which (1) is for Cause (as defined in the Plan); (2) is a
result of the Participants death or disability; (3) is a result of the Participants
voluntary termination of Service other than upon a Constructive Termination; or
(4) occurs prior to the effectiveness of a Change in Control.
(c) Constructive Termination shall mean
any one or more of the following:
(i) without the Participants
express written consent, the assignment to the Participant of any duties, or
any limitation of the Participants responsibilities, substantially
inconsistent with the Participants positions, duties, responsibilities and
status with a Participating Company immediately prior to the date of the Change
(ii) without the Participants
express written consent, the relocation of the principal place of the Participants
Service to a location that is more than fifty (50) miles from the Participants
principal place of Service immediately prior to the date of the Change in
Control, or the imposition of travel requirements substantially more demanding
of the Participant than such travel requirements existing immediately prior to
the date of the Change in Control;
(iii) any failure by a
Participating Company to pay, or any material reduction by a Participating
Company of, (1) the Participants base salary in effect immediately prior
to the date of the Change in Control, or (2) the Participants bonus
compensation, if any, in effect immediately prior to the date of the Change in
Control (subject to applicable performance requirements with respect to the
actual amount of bonus compensation earned by the Participant); or
(iv) any failure by a
Participating Company to (1) continue to provide the Participant with the
opportunity to participate, on terms no less favorable than those in effect for
the benefit of any employee group which customarily includes a Person holding
the employment position or a comparable position with the Participating Company
then held by the Participant, in any benefit or compensation plans and
programs, including, but not limited to, the Participating Companys life,
disability, health, dental, medical, savings, profit sharing, stock purchase
and retirement plans, if any, in which the Participant was participating
immediately prior to the date of the Change in Control, or their equivalent, or
(2) provide the Participant with all other fringe benefits (or their
equivalent) from time to time in effect for the benefit of any employee group
which customarily includes a Person holding the employment position or a
comparable position with the Participating Company then held by the Participant.
8. EFFECT OF CHANGE IN CONTROL.
In the event of a Change in Control, the surviving,
continuing, successor, or purchasing entity or parent thereof, as the case may
be (the Acquiror),
may, without the consent of the Participant, assume or continue in full force
and effect the Companys rights and obligations under the Option or substitute
for the Option a substantially equivalent option for the Acquirors stock. In the event of a Change in Control, and
provided that the Participants
Service has not terminated prior to the date of the
Change in Control, any shares subject to the Option which are not Vested Shares
shall become Vested Shares effective as of the date of the Change in Control. Any exercise of the Option that was
permissible solely by reason of this Section shall be conditioned upon the
consummation of the Change in Control.
The Option shall terminate and cease to be outstanding effective as of
the time of consummation of the Change in Control to the extent that the Option
is neither assumed or continued by the Acquiror in connection with the Change
in Control nor exercised as of the date of the Change in Control.
9. ADJUSTMENTS FOR CHANGES IN CAPITAL STRUCTURE.
Subject to any required action by the stockholders of
the Company, in the event of any change in the Stock effected without receipt
of consideration by the Company, whether through merger, consolidation,
reorganization, reincorporation, recapitalization, reclassification, stock
dividend, stock split, reverse stock split, split-up, split-off, spin-off,
combination of shares, exchange of shares, or similar change in the capital
structure of the Company, or in the event of payment of a dividend or
distribution to the stockholders of the Company in a form other than Stock
(excepting normal cash dividends) that has a material effect on the Fair Market
Value of shares of Stock, appropriate adjustments shall be made in the number,
Exercise Price and kind of shares subject to the Option, in order to prevent
dilution or enlargement of the Participants rights under the Option. For purposes of the foregoing, conversion of
any convertible securities of the Company shall not be treated as effected
without receipt of consideration by the Company. Any fractional share resulting from an
adjustment pursuant to this Section shall be rounded down to the nearest
whole number, and in no event may the Exercise Price be decreased to an amount
less than the par value, if any, of the stock subject to the Option. The Committee in its sole discretion, may
also make such adjustments in the terms of the Option to reflect, or related
to, such changes in the capital structure of the Company or distributions as it
deems appropriate. The adjustments
determined by the Committee pursuant to this Section shall be final,
binding and conclusive.
10. RIGHTS AS A STOCKHOLDER, DIRECTOR, EMPLOYEE OR
The Participant shall have no rights as a stockholder
with respect to any shares covered by the Option until the date of the issuance
of the shares for which the Option has been exercised (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company). No adjustment
shall be made for dividends, distributions or other rights for which the record
date is prior to the date the shares are issued, except as provided in Section 9. If the Participant is an Employee, the
Participant understands and acknowledges that, except as otherwise provided in
a separate, written employment agreement between a Participating Company and
the Participant, the Participants employment is at will and is for
no specified term. Nothing in this
Option Agreement shall confer upon the Participant any right to continue in the
Service of a Participating Company or interfere in any way with any right of
the Participating Company Group to terminate the Participants Service as a Director, an Employee
or Consultant, as the case may be, at any time.
The Company may at any time place legends referencing
any applicable federal, state or foreign securities law restrictions on all
certificates representing shares of stock subject to the provisions of this
Option Agreement. The Participant shall,
at the request of the Company, promptly present to the Company any and all
certificates representing shares acquired pursuant to the Option in the
possession of the Participant in order to carry out the provisions of this
In the event a dispute between the parties to this
Option Agreement arises out of, in connection with, or with respect to this
Option Agreement, or any breach of this Option Agreement, such dispute will, on
the written request of one (1) party delivered to the other party, be
submitted and settled by arbitration in Redwood City, California in accordance
with the rules of the American Arbitration Association then in effect and
will comply with the California Arbitration Act, except as otherwise
specifically stated in this Section 12.
Judgment upon the award rendered by the arbitrators may be entered in
any court having jurisdiction. The
parties submit to the in personam jurisdiction of the Supreme Court of the
State of California for the purpose of confirming any such award and entering
judgment upon the award. Notwithstanding
anything to the contrary that may now or in the future be contained in the rules of
the American Arbitration Association, the parties agree as follows:
12.1 Each party will
appoint one individual approved by the American Arbitration Association to hear
and determine the dispute within twenty (20) days after receipt of notice of
arbitration from the noticing party. The
two (2) individuals so chosen will select a third impartial arbitrator. The majority decision of the arbitrators will
be final and binding upon the parties to the arbitration. If either party fails to designate its
arbitrator within twenty (20) days after delivery of the notice provided for in
this Section 12.1, then the arbitrator designated by the one (1) party
will act as the sole arbitrator and will be considered the single, mutually
approved arbitrator to resolve the controversy.
In the event the parties are unable to agree upon a rate of compensation
for the arbitrators, they will be compensated for their services at a rate to
be determined by the American Arbitration Association.
12.2 The parties will
enjoy, but are not limited to, the same rights to discovery as they would have
in the United States District Court for the Northern District of California.
12.3 The arbitrators will,
upon the request of either party, issue a written opinion of their findings of
fact and conclusions of law.
12.4 Upon receipt by the
requesting party of said written opinion, said party will have the right within
ten (10) days to file with the arbitrators a motion to reconsider, and
upon receipt of a timely request the arbitrators will reconsider the issues
raised by said motion and either confirm or change their majority decision
which will then be final and binding upon the parties to the arbitration.
12.5 The arbitrators will
award to the prevailing party in any such arbitration reasonable expenses,
including attorneys fees and costs, incurred in connection with the dispute.
13. MISCELLANEOUS PROVISIONS.
or Amendment. The Committee
may terminate or amend the Plan or the Option at any time; provided, however,
that except as provided in Section 8 in connection with a Change in
Control, no such termination or amendment may adversely affect the Option or
any unexercised portion hereof without the consent of the Participant unless
such termination or amendment is necessary to comply with any applicable law or
government regulation. No amendment or
addition to this Option Agreement shall be effective unless in writing.
with Section 409A. The
Company intends that income realized by the Participant pursuant to the Plan
and this Agreement will not be subject to taxation under Section 409A. The provisions of the Plan and this Agreement
shall be interpreted and construed in favor of satisfying any applicable
requirements of Section 409A. The
Company, in its reasonable discretion, may amend (including retroactively) the
Plan and this Agreement in order to conform to the applicable requirements of Section 409A,
including amendments to facilitate the Participants ability to avoid taxation
under Section 409A. However, the preceding provisions shall not be construed
as a guarantee by the Company of any particular tax result for income realized
by the Participant pursuant to the Plan or this Agreement. In any event, and except for the
responsibilities of the Company set forth in Section 4.4, no Participating
Company shall be responsible for the payment of any applicable taxes on income realized
by the Participant pursuant to the Plan or this Agreement.
13.3 Further Instruments. The
parties hereto agree to execute such further instruments and to take such
further action as may reasonably be necessary to carry out the intent of this
Effect. Subject to the
restrictions on transfer set forth herein, this Option Agreement shall inure to
the benefit of and be binding upon the parties hereto and their respective
heirs, executors, administrators, successors and assigns.
13.5 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 Option 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 the Participant
by a Participating Company, or upon deposit in the U.S. Post Office or foreign
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) Description of Electronic Delivery. The Plan documents, which may include but do
not necessarily include: the Plan, the Grant Notice, this Option Agreement, the
Plan Prospectus, and any reports of the Company provided generally to the
Companys stockholders, may be delivered to the Participant
electronically. In addition, the
Participant may deliver electronically the Grant Notice and Exercise Notice
called for by Section 4.2 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) Consent to Electronic Delivery. The
Participant acknowledges that the Participant has read Section 13.5(a) of
this Option Agreement and consents to the electronic delivery of the Plan
documents and the delivery of the Grant Notice and Exercise Notice, as
described in Section 13.5(a). The
Participant acknowledges that he or she may receive from the Company a paper
copy of any documents delivered electronically at no cost to the Participant by
contacting the Company by telephone or in writing. The Participant further acknowledges that the
Participant will be provided with a paper copy of any documents if the
attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant 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. The Participant may revoke his or her consent
to the electronic delivery of documents described in Section 13.5(a) or
may change the electronic mail address to which such documents are to be
delivered (if Participant has 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, the Participant understands that he or she is not required to
consent to electronic delivery of documents described in Section 13.5(a).
Agreement. The Grant Notice,
this Option Agreement and the Plan, together with any employment, service or
other agreement between the Participant and a Participating Company referring
to the Option, shall constitute the entire understanding and agreement of the
Participant and the Participating Company Group with respect to the subject
matter contained herein and supersede any prior agreements, understandings,
restrictions, representations, or warranties among the Participant and the
Participating Company Group with respect to such subject matter. To the extent contemplated herein, the
provisions of the Grant Notice, the Option Agreement and the Plan shall survive
any exercise of the Option and shall remain in full force and effect.
Law. This Option Agreement
shall be governed by the laws of the State of California as such laws are
applied to agreements between California residents entered into and to be
performed entirely within the State of California.
13.8 Counterparts. The Grant Notice may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
OPTION EXERCISE NOTICE
PDL BioPharma, Inc.
1400 Seaport Boulevard
Redwood City, CA 94063
Ladies and Gentlemen:
1. Option. I was granted a nonstatutory stock option
to purchase shares of the common stock (the Shares)
of PDL BioPharma, Inc. (the Company)
pursuant to the Companys
2005 Equity Incentive Plan (the Plan),
my Notice of Grant of Stock Option (the Grant Notice)
and my Stock Option Agreement (the Option
Agreement) as follows:
Date of Grant:
Number of Option Shares:
Exercise Price per Share:
2. Exercise of Option. I hereby elect to exercise the Option to
purchase the following number of Shares, all of which are Vested Shares in
accordance with the Grant Notice and the Option Agreement:
Total Shares Purchased:
Total Exercise Price (Total Shares X Price per
3. Payments. I enclose payment in full of the total
exercise price for the Shares in the following form(s), as authorized by my
of Company Stock:
Contact Plan Administrator
4. Tax Withholding. I authorize payroll withholding and otherwise
will make adequate provision for the federal, state, local and foreign tax
withholding obligations of the Company, if any, in connection with the Option.
5. Participant Information.
My address is:
My Social Security Number is:
6. Binding Effect. I agree that the Shares are being acquired in
accordance with and subject to the terms, provisions and conditions of the
Grant Notice, the Option Agreement and the Plan, to all of which I hereby expressly
assent. This Agreement shall inure to
the benefit of and be binding upon my heirs, executors, administrators,
successors and assigns.
Receipt of the above is
PDL BioPharma, Inc.