AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This AGREEMENT, dated February 12, 2002, is between ZymoGenetics, Inc., a Washington corporation (“ Company ”)
and Suzanne Shema (“ Executive” ).
1. Employment . Company will employ Executive and Executive will accept employment as Vice President, Intellectual
Property and Legal, of the Company. Executive accepts employment upon the terms and conditions contained in this
Agreement and for the period (hereinafter called the “ Term of Employment ”) specified in Section 3 below.
2. Duties . Executive shall, during the Term of Employment, serve the Company under the direction of the President of the
Company. Executive shall perform the duties of her position faithfully, diligently and competently and to the best of her ability,
and shall devote her full business time to her employment. Executive shall perform such other duties as are assigned to her by
the President or the Board of Directors of the Company. Executive shall not engage in any other business activity (except the
management of personal investments which in the aggregate do not interfere with the performance of Executive’s duties)
without first obtaining the written consent of Company, such consent not to be unreasonably withheld.
3. Term of Employment; Termination .
Executive’s Term of Employment shall be two years from the date of this Agreement, unless extended or earlier terminated
as provided below.
(a) Termination or Extension of Term of Employment By Company
The Company shall employ Executive, for a period commencing on the date hereof and terminating as follows:
(i) Two years from the date hereof, if at least thirty (30) days prior to such date either the Company or Executive has,
at its election, notified the other in writing that this Agreement shall terminate on such date. If notice of termination is not given,
this Agreement shall be deemed to extend from year to year. It can then be terminated by written notice at least thirty (30) days
prior to the annual re