MAXYGEN, INC.
Exhibit 4.2
MAXYGEN, INC.
2006 EQUTY INCENTIVE PLAN
Unless otherwise defined herein, the terms defined in the Maxygen, Inc. 2006 Equity Incentive
Plan (the “Plan”) shall have the same defined meanings in this Restricted Stock Unit Award
Agreement (the “Agreement”).
I. NOTICE OF GRANT OF RESTRICTED STOCK UNIT
Name:
You have been granted an Award of Restricted Stock Units (“RSUs”), subject to the terms and
conditions of the Plan and this Agreement, as follows:
Date of Grant:
Total Number of RSUs Granted:
Vesting Schedule: The RSUs awarded by this Agreement shall vest in accordance with the
following schedule:
[Vesting Schedule]
II. AGREEMENT
1. Grant of Restricted Stock Unit. The Company hereby grants to the Participant named
in the Notice of the Grant of Restricted Stock Units attached as Part I of this Agreement (“Notice
of Grant”) an award of RSUs, as set forth in the Notice of Grant and subject to the terms and
conditions in this Agreement and the Plan.
2. Company’s Obligation. Each RSU represents the right to receive a Share on the
vesting date. Unless and until the RSUs vest, the Participant will have no right to receive Shares
under such RSUs. Prior to actual distribution of Shares pursuant to any vested RSUs, such RSUs
will represent an unsecured obligation of the Company, payable (if at all) only from the general
assets of the Company.
3. Vesting Schedule. Subject to paragraph 4, Plan Sections 15 and 16 and any other
relevant Plan provisions, the RSUs awarded by this Agreement will vest in the Participant according
to the vesting schedule specified in the Notice of Grant.
4. Forfeiture upon Termination as Employee, Director or Consultant. Notwithstanding
any contrary provision of this Agreement or the Notice of Grant, if the Participant terminates
service as an Employee, Director or Consultant for any or no reason prior to vesting, the unvested
RSUs awarded by this Agreement will thereupon be forfeited at no cost to the Company.
5. Payment after Vesting. Any RSUs that vest in accordance with paragraph 3 will be
paid to the Participant (or in the event of the Participant’s death, to his or her estate) in
Shares, [provided that to the extent determined appropriate by the Company, the minimum statutorily
required federal, state and local withholding taxes with respect to such RSUs will be paid by
reducing the number of vested RSUs actually paid to the Participant.]
6. Payments after Death. Any distribution or delivery to be made to the Participant
under this Agreement will, if the Participant is then deceased, be made to the administrator or
executor of the Participant’s estate. Any such administrator or executor must furnish the Company
with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the
Company to establish the validity of the transfer and compliance with any laws or regulations
pertaining to said transfer.
7. Rights as Stockholder. Neither the Participant nor any person claiming under or
through the Participant will have any of the rights or privileges of a stockholder of the Company
in respect of any Shares deliverable hereunder unless and until certificates representing such
Shares will have been issued, recorded on the records of the Company or its transfer agents or
registrars, and delivered to the Participant or Participant’s broker.
8. No Effect on Employment. The Participant’s employment with the Company and its
Subsidiaries is on an at-will basis only. Accordingly, the terms of the Participant’s employment
with the Company and its Subsidiaries will be determined from time to time by the Company or the
Subsidiary employing the Participant (as the case may be), and the Company or the Subsidiary will
have the right, which is hereby expressly reserved, to terminate or change the terms of the
employment of the Participant at any time for any reason whatsoever, with or without good cause or
notice.
9. Addresses for Notices. Any notice to be given to the Company under the terms of
this Agreement will be addressed to the Company at 000 Xxxxxxxxx Xxxxx, Xxxxxxx Xxxx, Xxxxxxxxxx,
00000 Attn: Stock Administration, or at such other address as the Company may hereafter designate
in writing or electronically.
10. Grant is Not Transferable. Except to the limited extent provided in paragraph 6,
this grant and the rights and privileges conferred hereby will not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be
subject to sale under execution, attachment or similar process. Upon any attempt to transfer,
assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred
hereby, or upon any attempted sale under any execution, attachment or similar process, this grant
and the rights and privileges conferred hereby immediately will become null and void.
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11. Binding Agreement. Subject to the limitation on the transferability of this grant
contained herein, this Agreement will be binding upon and inure to the benefit of the heirs,
legatees, legal representatives, successors and assigns of the parties hereto.
12. Additional Conditions to Issuance of Stock. If at any time the Company will
determine, in its discretion, that the listing, registration or qualification of the Shares upon
any securities exchange or under any state or federal law, or the consent or approval of any
governmental regulatory authority is necessary or desirable as a condition to the issuance of
Shares to the Participant (or his or her estate), such issuance will not occur unless and until
such listing, registration, qualification, consent or approval will have been effected or obtained
free of any conditions not acceptable to the Company. The Company will make all reasonable efforts
to meet the requirements of any such state or federal law or securities exchange and to obtain any
such consent or approval of any such governmental authority.
13. Plan Governs. This Agreement and the Notice of Grant are subject to all terms and
provisions of the Plan. In the event of a conflict between one or more provisions of this
Agreement or the Notice of Grant and one or more provisions of the Plan, the provisions of the Plan
will govern.
14. Administrator Authority. The Administrator will have the power to interpret the
Plan and this Agreement and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith and to interpret or revoke any such rules
(including, but not limited to, the determination of whether or not any RSUs have vested). All
actions taken and all interpretations and determinations made by the Administrator in good faith
will be final and binding upon Participant, the Company and all other interested persons. No
member of the Administrator will be personally liable for any action, determination or
interpretation made in good faith with respect to the Plan or this Agreement.
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By your signature and the signature of the Company’s representative below, you and the Company
agree that this Award is granted under and governed by the terms and conditions of the Plan and
this Agreement. Participant 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. Participant 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. Participant further agrees to notify the Company upon any
change in the residence address indicated below.
PARTICIPANT: | MAXYGEN, INC. | |||||
By: | ||||||
Title: | ||||||
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