exv10w1





Exhibit 10.1





Non-U.S. Employee/Consultant Grant




GENOMIC HEALTH, INC.


2005 STOCK INCENTIVE PLAN


NOTICE OF STOCK OPTION GRANT




     You have been granted the following Option to purchase Common Stock of GENOMIC HEALTH, INC.
(the “Company”) under the Company’s 2005 Stock Incentive Plan (the “Plan”):



	 	 	 
	Name of Optionee:

	 	«Name_of_Optionee»
	 
	 	 
	Total Number of Option Shares Granted:

	 	«Total_Number_of_Shares»
	 
	 	 
	Type of Option:

	 	Nonstatutory Stock Option
	 
	 	 
	Exercise Price Per Share:

	 	$«Exercise_Price_Per_Share»
	 
	 	 
	Grant Date:

	 	«Date_of_Grant»
	 
	 	 
	Vesting Commencement Date:

	 	«Vesting_Commencement_Date»
	 
	 	 
	Vesting Schedule:

	 	[This Option becomes
exercisable with respect to the
first 1/4th of the
shares subject to this Option
when you complete 12 months of
continuous service as an
Employee or a Consultant from
the Vesting Commencement Date.
Thereafter, this Option becomes
exercisable with respect to an
additional 1/48th of
the shares subject to this
Option when you complete each
additional month of such
service]
	 
	 	 
	Expiration Date:

	 	«Expiration_Date» This
Option expires earlier if your
Service terminates earlier, as
described in the Stock Option
Agreement.






     By your signature and the signature of the Company’s representative below, you and the
Company agree that this Option is granted under and governed by the term and conditions of the Plan
and the Stock Option Agreement, both of which are attached to and made a part of this document.



     By signing this document you further agree that the Company may deliver by e-mail all
documents relating to the Plan or this award (including without limitation, prospectuses required
by the Securities and Exchange Commission or other applicable regulatory authority) and all other
documents that the Company is required to deliver to its security holders (including without
limitation, annual reports and proxy statements). You also agree that the Company may deliver
these documents by posting them on a website maintained by the Company or by a third party under
contract with the Company. If the Company posts these documents on a website, it will notify you
by e-mail.



	 	 	 	 	 
	OPTIONEE:	 	Genomic Health, Inc.
	 

	 	By:	 	 
	 
	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	 
	Optionee’s Signature

	 	 	 	[Name]
	«Name_of_Optionee»

	 	Title
	 	[Title]






Genomic Health, Inc.

Stock Incentive Plan




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Non-U.S. Employee/Consultant Grant




GENOMIC HEALTH, INC.


2005 STOCK INCENTIVE PLAN


STOCK OPTION AGREEMENT




	 	 	 
	Tax Treatment

	 	This Option is intended to be a nonstatutory option, as provided in the Notice
of Stock Option Grant.
	 
	 	 
	Vesting

	 	This Option becomes exercisable in installments, as shown in the Notice of Stock
Option Grant. This Option will in no event become exercisable for additional
shares after your service as an Employee or a Consultant has terminated for any
reason.
	 
	 	 
	Term

	 	This Option expires in any event at the close of business at Company
headquarters on the day before the 10th anniversary of the Grant Date, as shown
on the Notice of Stock Option Grant. This Option may expire earlier if your
Service terminates, as described below.
	 
	 	 
	Regular Termination

	 	If your Service terminates for any reason except death or “Total and Permanent
Disability” (as defined in the Plan), then this Option will expire at the close
of business at Company headquarters on the date three (3) months after the date
your Service terminates (or, if earlier, the Expiration Date). The Company has
discretion to determine when your Service terminates for all purposes of the
Plan and its determinations are conclusive and binding on all persons.
	 
	 	 
	Death

	 	If your Service terminates because of death, then this Option will expire at the
close of business at Company headquarters on the date 12 months after the date
your Service terminates (or, if earlier, the Expiration Date). During that
period of up to 12 months, your estate or heirs may exercise the Option.
	 
	 	 
	Disability

	 	If your Service terminates because of your Total and Permanent Disability, then
this Option will expire at the close of business at Company headquarters on the
date 12 months after the date your Service terminates (or, if earlier, the
Expiration Date).
	 
	 	 
	[Leaves of Absence

	 	For purposes of this Option, your Service does not terminate when you go on a
military leave, a sick leave or another bona fide leave of absence, if the leave
was approved by the Company in writing and if continued crediting of Service is
required by the terms of the leave or by applicable law. But your Service
terminates when the approved leave ends, unless you immediately return to active
work.
	 
	 	 
	 

	 	If you go on a leave of absence, then the vesting schedule specified in the
Notice of Stock Option Grant may be adjusted in accordance with the Company’s
leave of absence policy or the terms of your leave. If you commence working on a
part-time basis, then the vesting schedule specified in the Notice of Stock
Option Grant may be adjusted in accordance with the Company’s part-time work
policy or the terms of an agreement between you and the Company pertaining to
your part-time schedule.] [Delete for Consultant options]






Genomic Health, Inc.

2005 Stock Incentive Plan




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	Restrictions on 

Exercise	 	The Company will not permit you to exercise this Option if the issuance of
shares at that time would violate any law or regulation. The inability of the
Company to obtain approval from any regulatory body having authority deemed by
the Company to be necessary to the lawful issuance and sale of the Company stock
pursuant to this Option shall relieve the Company of any liability with respect
to the non-issuance or sale of the Company stock as to which such approval shall
not have been obtained. However, the Company shall use its best efforts to
obtain such approval.
	 
	 	 	 	 	 	 
	Notice of Exercise	 	When you wish to exercise this Option you must notify the Company by completing
the attached “Notice of Exercise of Stock Option” form and filing it with the
Human Resources Department of the Company. Your notice must specify how many
shares you wish to purchase. Your notice must also specify how your shares
should be registered. The notice will be effective when it is received by the
Company. If someone else wants to exercise this Option after your death, that
person must prove to the Company’s satisfaction that he or she is entitled to do
so.
	 
	 	 	 	 	 	 
	Form of Payment	 	When you submit your notice of exercise, you must include payment of the Option
exercise price for the shares you are purchasing. Payment may be made in the
following form(s):
	 
	 	 	 	 	 	 
	 

	 	•
	 	Your personal check, a cashier’s check or a money order.	 	 
	 
	 	 	 	 	 	 
	 

	 	•
	 	Certificates for shares of Company stock that you own, along
with any forms needed to effect a transfer of those shares to
the Company. The value of the shares, determined as of the
effective date of the Option exercise, will be applied to the
Option exercise price. Instead of surrendering shares of Company
stock, you may attest to the ownership of those shares on a form
provided by the Company and have the same number of shares
subtracted from the Option shares issued to you. However, you
may not surrender, or attest to the ownership of shares of
Company stock in payment of the exercise price if your action
would cause the Company to recognize a compensation expense (or
additional compensation expense) with respect to this Option for
financial reporting purposes.	 	 
	 
	 	 	 	 	 	 
	 

	 	•
	 	By delivery on a form approved by the Committee of an irrevocable direction to a securities broker approved by the Company to sell all or part of your Option shares and to deliver to the Company from the sale proceeds an amount sufficient to pay the Option exercise price and any withholding taxes. The balance of the sale proceeds, if any, will be delivered to you. The directions must be given by signing a special “Notice of Exercise” form provided by the Company.<
/TD>
    	 	 






Genomic Health, Inc.

2005 Stock Incentive Plan




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Non-U.S. Employee/Consultant Grant




	 	 	 	 	 
	 

	 	•
	 	By delivery on a form approved by the Committee of an
irrevocable direction to a securities broker or lender approved
by the Company to pledge Option shares as security for a loan
and to deliver to the Company from the loan proceeds an amount
sufficient to pay the Option exercise price and any withholding
taxes. The directions must be given by signing a special “Notice
of Exercise” form provided by the Company.
	 
	 	 	 	 
	 

	 	•
	 	Any other form permitted by the Committee in its sole discretion.
	 
	 	 	 	 
	 	 	Notwithstanding the foregoing, payment may not be made in any form that is
unlawful, as determined by the Committee in its sole discretion.
	 
	 	 	 	 
	Withholding Taxes
and Stock
Withholding	 	You will not be allowed to exercise this Option unless you make arrangements
acceptable to the Company to pay any withholding taxes that may be due as a
result of the Option exercise. These arrangements may include withholding shares
of Company stock that otherwise would be issued to you when you exercise this
Option. The value of these shares, determined as of the effective date of the
Option exercise, will be applied to the withholding taxes.
	 
	 	 	 	 
	Restrictions on 

Resale	 	By signing this Agreement, you agree not to sell any Option shares at a time
when applicable laws, Company policies or an agreement between the Company and
its underwriters prohibit a sale. This restriction will apply as long as you are
an employee, consultant or director of the Company or a subsidiary of the
Company.
	 
	 	 	 	 
	Transfer of Option	 	In general, only you can exercise this Option prior to your death. You cannot
transfer or assign this Option, other than as designated by you by will or by
the laws of descent and distribution, except as provided below. For instance,
you may not sell this Option or use it as security for a loan. If you attempt to
do any of these things, this Option will immediately become invalid. You may in
any event dispose of this Option in your will. Regardless of any marital
property settlement agreement, the Company is not obligated to honor a notice of
exercise from your former spouse, nor is the Company obligated to recognize your
former spouse’s interest in your Option in any other way.
	 
	 	 	 	 
	 	 	However, if this Option is designated as a nonstatutory stock option in the
Notice of Stock Option Grant, then the Committee may, in its sole discretion,
allow you to transfer this Option as a gift to one or more family members. For
purposes of this Agreement, “family member” means a child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, or sister-in-law (including
adoptive relationships), any individual sharing your household (other than a
tenant or employee), a trust in which one or more of these individuals have more
than 50% of the beneficial interest, a foundation in which you or one or more of
these persons control the management of assets, and any entity in which you or
one or more of these persons own more than 50% of the voting interest.






Genomic Health, Inc.

2005 Stock Incentive Plan




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Non-U.S. Employee/Consultant Grant




	 	 	 
	 

	 	In addition, if this Option is designated as a nonstatutory stock option in the
Notice of Stock Option Grant, then the Committee may, in its sole discretion,
allow you to transfer this option to your spouse or former spouse pursuant to a
domestic relations order in settlement of marital property rights.
	 
	 	 
	 

	 	The Committee will allow you to transfer this Option only if both you and the
transferee(s) execute the forms prescribed by the Committee, which include the
consent of the transferee(s) to be bound by this Agreement.
	 
	 	 
	Retention Rights

	 	Neither your Option nor this Agreement gives you the right to be retained by the
Company or a subsidiary of the Company in any capacity. [Except as may be
expressly provided for in your consulting agreement, t] [T]he Company and its
subsidiaries reserve the right to terminate your Service at any time, with or
without cause.
	 
	 	 
	Stockholder Rights

	 	You, or your estate or heirs, have no rights as a stockholder of the Company
until you have exercised this Option by giving the required notice to the
Company and paying the exercise price. No adjustments are made for dividends or
other rights if the applicable record date occurs before you exercise this
Option, except as described in the Plan.
	 
	 	 
	Adjustments

	 	In the event of a stock split, a stock dividend or a similar change in Company
stock, the number of shares covered by this Option and the exercise price per
share may be adjusted pursuant to the Plan.
	 
	 	 
	Applicable Law

	 	This Agreement will be interpreted and enforced under the laws of the State of
Delaware (without regard to their choice-of-law provisions).
	 
	 	 
	Miscellaneous

	 	You understand and acknowledge that (i) the Plan is entirely discretionary, (ii)
the Company has reserved the right to amend, suspend or terminate the Plan at
any time, (iii) the grant of an option does not in any way create any
contractual or other right to receive additional grants of options (or benefits
in lieu of options) at any time or in any amount and (iv) all determinations
with respect to any additional grants, including (without limitation) the times
when options will be granted, the number of shares offered, the exercise price
and the vesting schedule, will be at the sole discretion of the Company.
	 
	 	 
	 

	 	The value of this Option shall be an extraordinary item of compensation outside
the scope of your service contract, if any, and shall not be considered a part
of your normal or expected compensation for purposes of calculating severance,
resignation, redundancy or end-of-service payments, bonuses, long-service
awards, pension or retirement benefits or similar payments, if otherwise
applicable.
	 
	 	 
	 

	 	You understand and acknowledge that participation in the Plan ceases upon
termination of your Service for any reason, except as may explicitly be provided
otherwise in the Plan or this Agreement.






Genomic Health, Inc.

2005 Stock Incentive Plan




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	 	You hereby authorize and direct the Company and any Subsidiary to disclose to
one another any information regarding your service, the nature and amount of
your compensation and the fact and conditions of your participation in the Plan,
as such entity deems necessary or appropriate to facilitate the administration
of the Plan.
	 
	 	 
	 

	 	You consent to the collection, use and transfer of personal data as described in
this subsection, including transfer of such data to a country or territory
outside [___] even where the country or territory in question does
not maintain adequate data protection standards. You understand and acknowledge
that the Company and its Subsidiaries may hold certain personal information
regarding you for the purpose of managing and administering the Plan, including
(without limitation) your name, home address, telephone number, date of birth,
social insurance number, salary, nationality, job title, any shares or
directorships held in the Company and details of all options or any other
entitlements to shares awarded, canceled, exercised, vested, unvested or
outstanding in your favor (the “Data”). You further understand and acknowledge
that the Company and/or its Subsidiaries will transfer Data among themselves as
necessary for the purpose of implementation, administration and management of
your participation in the Plan and that the Company and/or any Subsidiary may
each further transfer Data to any third party assisting the Company in the
implementation, administration and management of the Plan. You understand and
acknowledge that the recipients of Data may be located in the United States or
elsewhere. You authorize such recipients to receive, possess, use, retain and
transfer Data, in electronic or other form, for the purpose of administering
your participation in the Plan, including a transfer to any broker or other
third party with whom you elect to deposit shares acquired under the Plan of
such Data as may be required for the administration of the Plan and/or the
subsequent holding of shares on your behalf. You may, at any time, view the
Data, require any necessary modifications of Data or withdraw the consents set
forth in this subsection by contacting the Human Resources Department of the
Company in writing.
	 
	 	 
	The Plan and Other
Agreements

	 	The text of the Plan is incorporated in this Agreement by reference. All
capitalized terms in the Stock Option Agreement shall have the meanings assigned
to them in the Plan. This Agreement and the Plan constitute the entire
understanding between you and the Company regarding this Option. Any prior
agreements, commitments or negotiations concerning this Option are superseded.
This Agreement may be amended only by another written agreement, signed by both
parties.






BY SIGNING THE COVER SHEET OF THIS AGREEMENT,


YOU AGREE TO ALL OF THE TERMS AND CONDITIONS


DESCRIBED ABOVE AND IN THE PLAN.




Genomic Health, Inc.

Stock Incentive Plan





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