Stock Options. Any unvested stock options held by the Employee which were granted prior to November 2015 shall become fully vested upon the Separation Date and, along with any vested but unexercised options from such grants, shall expire 5 years after the Separation Date or on the original expiration date of the grant, whichever date occurs first. All stock options granted in November 2015 shall become fully vested upon the Separation Date and be exercisable until December 31, 2019.

Stock Options. The Employee shall be eligible to receive annual grants of options to acquire shares of common stock of the Company (the “Shares”), the timing and amount of such grants to be determined by the Board of Directors of Zymeworks Inc. (the “Board”) in its sole discretion, provided that the Employee is employed by the Company on the grant date (the “Options”). The options shall have an exercise price equivalent to the closing trading price of the Company’s common shares on the day of granting. The Options will vest and become exercisable in accordance with the terms of the Company Employee Stock Option Agreement, a copy of which is attached hereto as Appendix “C”.

Reload Options. The Committee may, in its discretion, provide in the terms of any Option Grant Certificate that if the Participant delivers shares of Stock already owned or to be received upon exercise of the Option in full or partial payment of the option price, or in full or partial payment of the tax withholding obligations incurred on account of the exercise of the Option, the Optionee shall automatically and immediately upon such exercise be granted an additional option (a “Reload Option”) to purchase the number of shares of Stock delivered by the Optionee to the Company, on such terms and conditions as the Committee may determine under the terms of the Plan. Notwithstanding the preceding, the purchase price of shares of Stock acquired under a Reload Option shall be not less than the Fair Market Value of a share of Stock on the date the Reload Option is issued.

Stock Options. On the Effective Date, the Company shall grant to Employee options to purchase that number of shares of the Company’s Common Stock equal to two percent (2%) of the Company’s then issued and outstanding shares of common stock (including preferred stock on an as-converted basis) (“Employee Options”). The Employee Options shall have a 5-year term and the exercise price shall be equal to the 5-day average closing price of the Company’s Common Stock as of the Effective Date.

Eligible employees who are members of a select group of management or highly compensated employees may elect to defer all or a portion of an incentive compensation award until the earlier to occur of the eligible employee’s # Disability or # Separation from Service. Anyone who has made a deferral shall remain a “participant” until such individual has received payment of all of his or her accounts under this Plan. A deferral must be expressed either as “all” or a specified percentage effective for 2024 and future calendar years. The granting of an incentive compensation award is discretionary and neither delivery of deferral election materials nor an election to defer shall affect entitlement to such an award. All deferral elections made under the Plan are irrevocable. It is intended that this arrangement qualify as, and shall be administered to qualify as being unfunded and being primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees.

Stock Options. Any outstanding stock options held by an employee as of the date of his or her Qualifying Retirement shall be exercisable only to the extent such stock options are exercisable as of such date or become exercisable pursuant to the terms of the underlying option award agreements and shall remain exercisable until the option expiration date.

Kx Options. In the event that # the Licensed Software is held to infringe the rights of a third party and the use of the Licensed Software is enjoined, # Kx concludes that the Licensed Software infringes the rights of a third party, or # in the case of settlement as referred to in section 9.1 above, Kx will, if possible on commercially reasonable terms, at its own expense and option: # procure for ​ the right to continue to use the Licensed Software,(b) replace the infringing components of the Licensed Software with other components with the same or similar functionality that are reasonably acceptable to ​, or # suitably modify the Licensed Software so that it is non-infringing and reasonably acceptable to ​. If none of the foregoing options are available to Kx on commercially reasonable terms, Kx may terminate this OEM Agreement without further liability to ​ except as provided in section 9.1 above. ​ will cooperate with Kx in the return of the Licensed Software.

Payment Options. Prior to each calendar year, or within 30 days after becoming a Participant, the Participant shall select a payment election with respect to the payment of one or both of the Participant's Individual Accounts from the following payment elections:

Stock Options. During each of the calendar years 2018, 2019, 2020 and 2021, the Compensation Committee will in good faith consider granting to you stock options to purchase shares of Class B Common Stock under the LTIP as and when other senior members of the [[Organization B:Organization]]’s management team reporting to you are considered for annual equity grants by the Compensation Committee, and consistent with past practice with respect to the deliberations regarding, but not the amount of, your discretionary stock option grants (any such discretionary option grant, a “Discretionary Option Grant”); provided, however, that such consideration by the Compensation Committee does not guarantee (and should not be construed as a guarantee) that you will receive a Discretionary Option Grant in any such calendar year. The amount of any such grant(s) will be determined by the Compensation Committee, in its sole and reasonable discretion. The Compensation Committee, when considering whether it believes any such Discretionary Option Grant may be appropriate, will take into account the [[Organization A:Organization]]’s financial and stock performance relative to its diversified media and entertainment peer companies, and, in particular whether the [[Organization B:Organization]]’s financial and stock performance is due, at least in part, to operating factors that have generally affected companies in the industry in a similar fashion. Any Discretionary Option Grant shall be subject to the terms and conditions set forth in the agreement evidencing such grant, which, except as otherwise provided herein, shall be no less favorable to you than the terms and conditions generally applicable to other senior executives of [[Organization A:Organization]], provided that any such Discretionary Option Grant will provide for vesting in full not later than June 30, 2021 (provided you remain employed on such date), and subject to acceleration and all other applicable provisions of this Agreement. The Chair of the Compensation Committee will communicate to you the Compensation Committee’s rationale with respect to the Discretionary Option Grant for each calendar year (or if no Discretionary Option Grant is made for any calendar year, the Compensation Committee’s rationale for deciding not to make such a grant) promptly following its decision.

Issuance of Options. If after the date hereof, the Company in any manner grants any Options and the lowest price per share for which one share of Common Stock is issuable upon the exercise of any such Option or upon conversion or exchange of any convertible securities issuable upon exercise of any such Option is less than the Applicable Price, then such share of Common Stock shall be deemed to be outstanding and to have been issued and sold by the Company at the time of the granting or sale of such Option for such price per share. For purposes of this Section 8(b)(i), the lowest price per share for which one share of Common Stock is issuable upon exercise of such Options or upon conversion or exchange of such Convertible Securities shall be equal to the sum of the lowest amounts of consideration (if any) received or receivable by the Company with respect to any one share of Common Stock upon the granting or sale of the Option, upon exercise of the Option or upon conversion or exchange of any convertible security issuable upon exercise of such Option. No further adjustment of the Warrant Exercise Price shall be made upon the actual issuance of such Common Stock or of such convertible securities upon the exercise of such Options or upon the actual issuance of such Common Stock upon conversion or exchange of such convertible securities.