EX-10.2

Exhibit 10.2

Exelixis,Inc.

Non-EmployeeDirectorEquityCompensationPolicy

Each member of the board of directors (the “Board”) of Exelixis, Inc. (the “Company”) who is not an Employee (as defined in the Exelixis, Inc. 2017 Equity Incentive Plan, as amended from time to time (the “2017 Plan”)) (each, a “Non-Employee Director”) will be eligible to receive equity compensation asset forth in this Exelixis, Inc. Non-Employee Director Equity Compensation Policy (this “Policy”).The Initial Option Grants, Initial RSU Grants, Annual Option Grants and Annual RSU Grants (each as defined below) described in this Policy will be granted automatically and without further action of the Board to each Non-Employee Director who is eligible to receive such equity compensation, unless such Non-Employee Director declines the receipt of such equity compensation by written notice to the Company; provided, however, that notwithstanding theforegoingoranything in this Policyto thecontrary, anyequitygrants scheduled to begranted on a certain date pursuant to this Policy will not be granted automatically if (i) the number of shares available for issuance under the 2017 Plan is insufficient to make all such grants on such date or (ii) making any such grants would exceed any applicable limits in the 2017 Plan.This Policy became effective on the date of the annual meeting of the Company’s stockholders held in 2017 (the “Effective Date”), and will remain in effect until it is revised or rescinded by further action of the Board.Capitalized terms not explicitly defined in this Policy but defined in the 2017 Plan will have the same definitions as in the 2017 Plan.

Theequitygrants described in this Policywill be granted underthe2017 Plan and will be subject to the terms and conditions of (i) the 2017 Plan, (ii) the forms of grant notices and agreements approved by the Board for the grant of equity to Non-Employee Directors and (iii) this Policy.

(a)Initial Grants.Each person who is elected or appointed for the first time to be a Non-Employee Director automatically will be granted, upon the date of his or her initial election or appointment to be a Non-Employee Director, equity grants with a combined total dollar value of $600,000, which will be divided between approximately 50% in the form of a nonstatutory stock option (an “InitialOption Grant”) and approximately50% in the form of a restricted stock unitaward(an“InitialRSUGrant”),basedonthevaluationmethodologyestablishedbythe Board.The number of shares of Common Stock subject to each Initial Option Grant and Initial RSU Grant will be based on such methodology and the average of the daily closing sales prices of the Common Stock for all of the trading days during the 30 calendar day period ending on

(and including) the last calendar day immediately prior to the grant date of such Initial Option Grant and Initial RSU Grant.

(b)Annual Grants.On the day following each annual meeting of the Company’s stockholders, each person who is then a Non-Employee Director automatically will be granted equity grants with a combined total dollar value of $400,000, which will be divided between approximately 50% in the form of a nonstatutory stock option (an “Annual Option Grant”) and approximately50%intheform ofarestricted stockunitaward (an “AnnualRSUGrant”),based on the valuation methodology established by the Board; provided, however, that each Non-Employee Director may instead elect to receive 100% of such equity grants in the form of (i) a nonstatutory stock option (in which case, the term “Annual Option Grant” will refer to such nonstatutory stock option) or (ii) a restricted stock unit award (in which case, the term “Annual RSUGrant”will referto such restricted stock unit award).Anysuch election must bemadebya Non-Employee Director by the date required by the Company and will remain in effect until revoked by such Non-Employee Director, provided that any such revocation is made by the date required by the Company.The number of shares of Common Stock subject to each Annual Option Grant (ifany)and Annual RSUGrant (ifany)will bebased on such methodologyand the average of the daily closing sales prices of the Common Stock for all of the trading days during the 30 calendar day period ending on (and including) the last calendar day immediately prior to the grant date of such Annual Option Grant (if any) and Annual RSU Grant (if any).

(c)TermsofOptions.

(i)Exercise Price.The exercise price of each Initial Option Grant andAnnual Option Grant will be equal to 100% of the Fair Market Value of the Common Stock subject to such option on the date such option is granted.

(ii)Exercisability and Vesting.Subject to Sections (e)(i) and (f)(i) below,each Initial Option Grant and Annual Option Grant will be fully exercisable upon grant and will vest as follows:

(A)Each Initial Option Grant will provide for vesting of 1/3rd of the shares subject to such option on the first anniversaryof the date of grant and 1/36th of the shares subject to such option each month thereafter (such that 100% of the shares subject to such option will vest on the third anniversary of the date of grant), subject to the Non-Employee Director’sContinuous Service through such dates.

(B)Each Annual Option Grant will provide for vesting of 100% of the shares subject to such option on the first anniversary of the date of grant, subject to the Non-Employee Director’s Continuous Service through such date.

(d)TermsofRSUs.

(i)Vesting.    SubjecttoSections(e)(i)and(f)(i)below,eachInitialRSU Grant and Annual RSU Grant will vest as follows:

(A)Each Initial RSU Grant will provide for vesting of 1/3rd of the shares subject to such award on each ofthefirst threeanniversaries ofthedateof grant, subject to the Non-Employee Director’s Continuous Service through such dates.

(B)Each Annual RSU Grant will provide for vesting of 100% of the shares subject to such award on the first anniversary of the date of grant, subject to the Non-Employee Director’s Continuous Service through such date.

(ii)Delivery of Shares.The shares subject to each Initial RSU Grant and AnnualRSUGrantwillbedeliveredontheapplicablevestingdateorassoonasadministratively practicable thereafter.

(e)CorporateTransaction.

(i)Awards Granted under the 2017 Plan.Section 9(c) of the 2017 Plan will apply to each Initial Option Grant, Initial RSU Grant, Annual Option Grant, Annual RSU Grant and anyother equityaward granted to a Non-Employee Director under the 2017 Plan (an “Other Equity Grant”).

(f)Changein Control.

(i)AwardsGrantedunderthe2017Plan.IntheeventofaChangeinControl, the vesting (and exercisability, if applicable) of each Initial Option Grant, Initial RSU Grant, Annual Option Grant, Annual RSU Grant and any Other Equity Grant will be accelerated in full to a date prior to the effective time of such Change in Control (contingent upon the effectiveness ofsuch Changein Control)as theBoard will determine(or, ifthe Board does not determinesuch a date, to the date that is five days prior to the effective time of such Change in Control).For clarity, this Section (f)(i) will supersede Section 9(d)(i) of the 2017 Plan in its entirety.