APPENDIX A
SEATTLE GENETICS, INC.
AMENDED AND RESTATED 2007 EQUITY INCENTIVE PLAN
(amended and restated by the Board August 5, 2009)
(amended and restated by the Board March 11, 2010)
(approved by the Companys stockholders May 21, 2010)
(amended and restated by the Board February 16, 2012)
(approved by the Companys stockholders May 18, 2012)
(amended and restated by the Board February 28, 2014)
(approved by the Companys stockholders May 16, 2014)
(amended and restated by the Board March 4, 2016)
(approved by the Companys stockholders May 20, 2016)
(amended and restated by the Board March 14, 2018)
(approved by the Companys stockholders May 18, 2018)
(amended and restated by the Board March 18, 2020)
(approved by the Companys stockholders May 15, 2020)
1. General.
(a) Purpose of the
Plan. The purpose of this Plan is to encourage ownership in Seattle Genetics, Inc., a Delaware corporation (the Company), by key personnel whose long-term employment or other service relationship with
the Company is considered essential to the Companys continued progress and, thereby, encourage recipients to act in the stockholders interest and share in the Companys success.
(b) Section 162(m) Transition Relief. Notwithstanding anything in the Plan to the
contrary, any provision in the Plan that refers to performance-based compensation under Section 162(m) of the Code will only apply to any Award that is intended to qualify, and is eligible to qualify, as performance-based
compensation under Section 162(m) of the Code pursuant to the transition relief provided by the Tax Cuts and Jobs Act (the TCJA) for remuneration provided pursuant to a written binding contract which was in effect on
November 2, 2017 and which was not modified in any material respect on or after such date, as determined by the Administrator, in its sole discretion, in accordance with the TCJA and any applicable guidance, rulings or regulations issued by the
U.S. Department of the Treasury, the Internal Revenue Service or any other governmental authority.
2. Definitions.
As used herein, the following definitions shall apply:
(a) Administrator means the Board, any Committees or such delegates as shall be administering the Plan in
accordance with Section 4 of the Plan.
(b) Affiliate means any entity that is directly or
indirectly controlled by the Company or any entity in which the Company has a significant ownership interest as determined by the Administrator.
(c) Applicable Laws means the requirements relating to the administration of stock option and stock award
plans under U.S. federal and state laws, the Code, any stock exchange or quotation system on which the Company has listed or submitted for quotation the Common Stock to the extent provided under the terms of the Companys agreement with such
exchange or quotation system and, with respect to Awards subject to the laws of any foreign jurisdiction where Awards are, or will be, granted under the Plan, the laws of such jurisdiction.
(d) Award means a Stock Award or Option granted in accordance with the terms of the Plan.
(e) Awardee means an Employee, Consultant or Director of the Company or any Affiliate who has been granted
an Award under the Plan.
(f) Award Agreement means a Stock Award Agreement and/or Option Agreement,
which may be in written or electronic format, in such form and with such terms and conditions as may be specified by the Administrator, evidencing the terms and conditions of an individual Award. Each Award Agreement is subject to the terms and
conditions of the Plan.