0000318771-04-000014 Sample Contracts

GENENTECH, INC. NONSTATUTORY STOCK OPTION AGREEMENT
Nonstatutory Stock Option Agreement • November 1st, 2004 • Genentech Inc • Pharmaceutical preparations

Genentech, Inc., a Delaware corporation (the "Company") has granted to you, the optionee named on the attached Nonstatutory Stock Option Data Sheet (the "Data Sheet"), effective on the Date of Grant stated on the Data Sheet, an option (the "Option") under the 1999 Stock Plan, as amended and restated as of February 13, 2003 (the "Plan") to purchase shares of the common stock of the Company (the "Common Stock"). The Option is a nonstatutory option and is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

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GENENTECH, INC. NONSTATUTORY STOCK OPTION AGREEMENT (Director Version)
Nonstatutory Stock Option Agreement • November 1st, 2004 • Genentech Inc • Pharmaceutical preparations

Genentech, Inc., a Delaware corporation (the "Company") has granted to you, the optionee named on the attached Nonstatutory Stock Option Data Sheet (the "Data Sheet"), effective on the Date of Grant stated on the Data Sheet, an option (the "Option") under the Company's 1999 Stock Plan, as amended and restated as of February 13, 2003 (the "Plan"), to purchase shares of the common stock of the Company (the "Common Stock"). The Option is a nonstatutory option and is not intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

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