2000 NON-EMPLOYEE DIRECTORS’ STOCK OPTION PLAN
STOCK OPTION AGREEMENT
(NONSTATUTORY STOCK OPTION)
Pursuant to your Certificate of Stock Option Grant on the Smith Barney Stock Plan Services website
(“the Grant Certificate”) and this Stock Option Agreement, Exelixis, Inc. (the “Company”) has granted you an
option under its 2000 Non-Employee Directors’ Stock Option Plan (the “Plan”) to purchase the number of
shares of the Company’s Common Stock indicated in your Grant Certificate at the exercise price indicated in
your Grant Certificate. Defined terms not explicitly defined in this Stock Option Agreement but defined in the
Plan shall have the same definitions as in the Plan.
The details of your option are as follows:
1. VESTING . Subject to the limitations contained herein, your option will vest as provided in
your Grant Certificate, provided that vesting will cease upon the termination of your Continuous Service.
2. NUMBER OF SHARES AND EXERCISE PRICE . The number of shares of Common
Stock subject to your option and your exercise price per share referenced in your Grant Certificate may be
adjusted from time to time for Capitalization Adjustments, as provided in the Plan.
3. EXERCISE PRIOR TO VESTING (“EARLY EXERCISE”) . Subject to the provisions
of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii)
during the term of your option, to exercise all or part of your option, including the nonvested portion of your
option; provided, however, that:
(a) a partial exercise of your option shall be deemed to cover first vested shares of
Common Stock and then the earliest vesting installment of unvested shares of Common Stock;
(b) any shares of Common Stock so purchased from installments tha