exv10w2






Exhibit 10.2




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:

	 	«Type_of_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) 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

	 	 	 	 	 	G. Bradley Cole	 	 
	«Name_of_Optionee»

	 	 	 	 	 	Title Chief Financial Officer	 	 






Genomic Health, Inc.

2005 Stock Incentive Plan





 









 








GENOMIC HEALTH, INC.

2005 STOCK INCENTIVE PLAN

STOCK OPTION AGREEMENT




	 	 	 
	Tax Treatment

	 	This Option is intended to be an incentive stock option under Section 422 of the
Internal Revenue Code or a nonstatutory option, as provided in the Notice of
Stock Option Grant. Even if this Option is designated as an incentive stock
option, it shall be deemed to be a nonstatutory option to the extent required by
the $100,000 annual limitation under Section 422(d) of the Internal Revenue
Code.
	 
	 	 
	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 (fifth anniversary for a more than 10%
stockholder as provided under the Plan if this is an incentive stock option).
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





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2005 Stock Incentive Plan



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	 	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.
	 
	 	 
	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





Genomic Health, Inc.

2005 Stock Incentive Plan




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	 	     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.

	 
	 	 
	 

	 	•   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





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2005 Stock Incentive Plan



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	 	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.
	 
	 	 
	 

	 	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. The 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).
	 
	 	 
	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.

2005 Stock Incentive Plan







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GENOMIC HEALTH, INC.

2005 STOCK INCENTIVE PLAN




NOTICE OF EXERCISE OF STOCK OPTION




You must sign this Notice on the last page before submitting

it to the Company




OPTIONEE INFORMATION:




	 	 	 	 	 	 	 
	Name:

	 	 
	 	Social Security Number:
	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Address:

	 	 	 	Employee Number:	 	 
	 

	 	 
	 	 	 	 





OPTION INFORMATION:




	 	 	 
	Date of Grant:

	 	Type of Stock Option:
	Exercise Price per Share:

	 	o     Nonstatutory (NSO)
	Total number of shares of Common Stock
of Genomic Health, Inc. (the
“Company”) covered by option:                     

	 	o     Incentive (ISO)






EXERCISE INFORMATION:




Number of shares of Common Stock of the Company for which option is being exercised now:
          . (These shares are referred to below as the “Purchased Shares.”)



Total exercise price for the Purchased Shares: $                    



Form of payment enclosed [check all that apply]:




	o	 	Check for $                    , payable to “GENOMIC HEALTH, INC.”
	 
	o	 	Certificate(s) for                      shares of Common Stock of the
Company that I have owned for at least six months or have purchased in
the open market. (These shares will be valued as of the date when the
Company receives this notice.)
	 
	o	 	Attestation Form covering                      shares of Common Stock
of the Company. (These shares will be valued as of the date when the
Company receives this notice.)





Genomic Health, Inc.

2005 Stock Incentive Plan




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Name(s) in which the Purchased Shares should be registered

[please check one box]:




	 	 	 	 	 
	o

	 	In my name only	 	 
	 
	 	 	 	 
	o

	 	In the names of my
spouse and myself as
community property
	 	My spouse’s name (if applicable):

 

	 
	 	 	 	 
	o

	 	In the names of my
spouse and myself as
joint tenants with the
right of survivorship	 	 
	 
	 	 	 	 
	o

	 	In the name of an
eligible revocable
trust
	 	Full legal name of revocable trust:

 

 

 

	 
	 	 	 	 
	The certificate for the Purchased
Shares should be sent to the following
address:	 	 

 

 

 







Genomic Health, Inc.

2005 Stock Incentive Plan





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ACKNOWLEDGMENTS:





	1.	 	I understand that all sales of Purchased Shares are subject to
compliance with the Company’s policy on securities trades.
	 
	2.	 	I hereby acknowledge that I received and read a copy of the prospectus
describing the Company’s 2005 Stock Incentive Plan and the tax
consequences of an exercise.
	 
	3.	 	In the case of a nonstatutory option, I understand that I must
recognize ordinary income equal to the spread between the fair market
value of the Purchased Shares on the date of exercise and the exercise
price. I further understand that I am required to pay withholding
taxes at the time of exercising a nonstatutory option.
	 
	4.	 	In the case of an incentive stock option, I agree to notify the
Company if I dispose of the Purchased Shares before I have met both of
the tax holding periods applicable to incentive stock options (that
is, if I make a disqualifying disposition).
	 
	5.	 	I acknowledge that the Company has encouraged me to consult my own
adviser to determine the form of ownership that is appropriate for me.
In the event that I choose to transfer my Purchased Shares to a trust
that does not satisfy the requirements of the Internal Revenue Service
(i.e., a trust that is not an eligible revocable trust), I also
acknowledge that the transfer will be treated as a “disposition” for
incentive stock option tax purposes. As a result, the favorable
incentive stock option tax treatment will be unavailable and other
unfavorable tax consequences may occur.





SIGNATURE AND DATE:




	 	 	 
	 

	 	Date                          , 200  
	 
	 	 
	Name:
	 	 






Genomic Health, Inc.

2005 Stock Incentive Plan





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