EXELIXIS, INC. 2014 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • July 31st, 2014 • Exelixis, Inc. • Services-commercial physical & biological research • California
Pursuant to the Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock Unit Agreement and in consideration of your services, Exelixis, Inc. (the “Company”) has awarded you a Restricted Stock Unit Award (the “Award”) under its 2014 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 Restricted Stock Unit Agreement shall be deemed to be agreed to by the Company and you upon the signing or electronically accepting by you of the Restricted Stock Unit Grant Notice to which it is attached. Capitalized terms not explicitly defined in this Restricted Stock Unit Agreement shall have the same meanings given to them in the Plan. In the event of any conflict between the terms in this Restricted Stock Unit 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.
EXELIXIS, INC. 2014 EQUITY INCENTIVE PLAN OPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION)Option Agreement • July 31st, 2014 • Exelixis, Inc. • Services-commercial physical & biological research • California
Pursuant to your Notice of Grant of Stock Option (“Grant Notice”) and this Option Agreement and in consideration of your services, Exelixis, Inc. (the “Company”) has granted you an option under its 2014 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Your option is granted to you effective as of the Date of Grant set forth in the Grant Notice. This Option Agreement shall be deemed to be agreed to by the Company and you upon the signing or electronically accepting by you of the Grant Notice to which it is attached. Capitalized terms not explicitly defined in this Option Agreement shall have the same meanings given to them in the Plan. In the event of any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan shall control. The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as
EXELIXIS, INC. 2011 EQUITY INCENTIVE PLAN OPTION AGREEMENT (INTERNATIONAL) (NONSTATUTORY STOCK OPTION)Option Agreement (International) • July 31st, 2014 • Exelixis, Inc. • Services-commercial physical & biological research • California
Pursuant to your Notice of Grant of Stock Option (International) (“Grant Notice”) and this Option Agreement (International) and in consideration of your services, Exelixis, Inc. (the “Company”) has granted you an option under its 2011 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Your option is granted to you effective as of the Date of Grant set forth in the Grant Notice. This Option Agreement (International) shall be deemed to be agreed to by the Company and you upon the signing or electronically accepting by you of the Grant Notice to which it is attached. Capitalized terms not explicitly defined in this Option Agreement (International) shall have the same meanings given to them in the Plan. In the event of any conflict between the terms in this Option Agreement (International) and the Plan, the terms of the Plan shall control. The details of your
EXELIXIS, INC. 2014 EQUITY INCENTIVE PLAN OPTION AGREEMENT (NON-EMPLOYEE DIRECTORS) (NONSTATUTORY STOCK OPTION)Option Agreement (Non-Employee Directors) • July 31st, 2014 • Exelixis, Inc. • Services-commercial physical & biological research • California
Pursuant to your Notice of Grant of Stock Option (“Grant Notice”) and this Option Agreement (Non-Employee Directors) and in consideration of your services, Exelixis, Inc. (the “Company”) has granted you an option under its 2014 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Your option is granted to you effective as of the Date of Grant set forth in the Grant Notice. This Option Agreement (Non-Employee Directors) shall be deemed to be agreed to by the Company and you upon the signing or electronically accepting by you of the Grant Notice to which it is attached. Capitalized terms not explicitly defined in this Option Agreement (Non-Employee Directors) shall have the same meanings given to them in the Plan. In the event of any conflict between the terms in this Option Agreement (Non-Employee Directors) and the Plan, the terms of the Plan shall control.
COLLABORATION AGREEMENTCollaboration Agreement • July 31st, 2014 • Exelixis, Inc. • Services-commercial physical & biological research • New York
This Collaboration Agreement (the “Agreement”) is made and entered into as of May 27, 2009 (the “Effective Date”) by and between Exelixis, Inc., a Delaware corporation having an address at 170 Harbor Way, P.O. Box 511, South San Francisco, California 94083-0511 (“Exelixis”), and Sanofi-Aventis, a French company, having an address at 174, Avenue de France, 75013 Paris, France (“Sanofi-Aventis”). Exelixis and Sanofi-Aventis are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
Re: Exelixis Transition and Consulting Agreement Dear Frank:Executive Transition and Consulting Agreement • July 31st, 2014 • Exelixis, Inc. • Services-commercial physical & biological research • California
This letter shall be effective as of May 2, 2014 and sets forth the terms of the executive transition and consulting agreement (the “Agreement”) that Exelixis, Inc. (the “Company”) is offering to aid in your employment transition.
