AMENDED AND RESTATED
STOCK OPTION GRANT PROGRAM
NONEMPLOYEE DIRECTORS UNDER THE
ZYMOGENETICS 2001 STOCK INCENTIVE PLAN
The following provisions set forth the terms of the stock option grant program (the "Program") for nonemployee
directors of ZymoGenetics, Inc. (the "Company") under the Company's 2001 Stock Incentive Plan (the "Plan").
The following terms are intended to supplement, not alter or change, the provisions of the Plan, and in the event
of any inconsistency between the terms contained herein and in the Plan, the Plan shall govern. All capitalized
terms that are not defined herein shall be as defined in the Plan.
Each director of the Company who is not otherwise an employee of the Company or any Related Company (an
"Eligible Director") shall be eligible to receive grants under the Plan, as discussed below.
2. Initial Grants
(a) Each Eligible Director who is first elected or appointed to the Board after the closing date of an underwritten
initial public offering of the Company's Common Stock (the "IPO"), other than an Eligible Director elected or
appointed pursuant to Section 4.3 of the Shareholders' Agreement dated as of November 10, 2000 among the
Company and certain investors, shall automatically be granted as of the date of such initial election or
appointment a Nonqualified Stock Option to purchase that number of shares of Common Stock calculated by
dividing $250,000 by the Common Stock's Fair Market Value on the Grant Date (the "Initial Grant").
(b) Initial Grants shall vest and become exercisable at the next annual meeting of shareholders (the "Annual
Meeting"), assuming continued service on the Board for such period; provided, however, that with respect to any
Initial Grant made within five months before an Annual Meeting, the Option shall not become vested and
exercisable until the second Annual Meeting after the date of such Initial Grant.
3. Annual Grants
(a) Commencing with the first Annual Meeting following the closing o