Exhibit 10.1

 

INVITAE CORPORATION

 

2015 STOCK INCENTIVE PLAN

 

NOTICE OF RESTRICTED STOCK UNIT AWARD

 

You have been granted the following Restricted Stock Units representing Common Stock of Invitae Corporation (the “Company”) under the Company’s 2015 Stock Incentive Plan (the “Plan”).

 

	
Name of Participant:
    	
 
    	
[Name]
    
	
 
    	
 
    	
 
    
	
Total Number of Restricted Stock Units Granted:
    	
 
    	
[Total Number of Shares]
    
	
 
    	
 
    	
 
    
	
Grant Date:
    	
 
    	
[Date of Grant]
    
	
 
    	
 
    	
 
    
	
Vesting Commencement Date:
    	
 
    	
[Vesting Commencement Date]
    
	
 
    	
 
    	
 
    
	
Vesting Schedule:
    	
 
    	
[Subject to the terms of the Restricted Stock   Agreement, one-third (33 1/3%) of the Restricted Stock Units subject to this   Award vest on each of the first three (3) anniversaries of the Vesting   Commencement Date, provided that you have remained in continuous Service with   the Company (or a Subsidiary or Affiliate) as of such anniversary.] [Sample language — actual vesting to be established on a   grant-by-grant basis by the Committee.]
    


 

By your signature and the signature of the Company’s representative below, you and the Company agree that this Restricted Stock Unit Award is granted under and governed by the term and conditions of the Plan and the attached Restricted Stock Unit Agreement (the “Agreement”), both of which are 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.

 

	
[NAME OF PARTICIPANT]
    	
 
    	
INVITAE CORPORATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
 
    
	
Participant’s   Signature
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title:
    	
 
    
	
Participant’s   Printed Name
    	
 
    	
 
    	
 
    


 

INVITAE CORPORATION

NOTICE OF RESTRICTED STOCK UNIT AWARD

 

1











 

INVITAE CORPORATION

 

2015 STOCK INCENTIVE PLAN

 

RESTRICTED STOCK UNIT AGREEMENT

 

	
The Plan and Other Agreements
    	
 
    	
The Restricted Stock Unit Award you are receiving is   granted pursuant and subject in all respects to the applicable provisions of   the Invitae Corporation 2015 Stock Incentive Plan (the “Plan”), which is   incorporated herein by reference. Capitalized terms not defined in this   Agreement have the meanings ascribed to them in the Plan.

 

The attached Notice, this Agreement and the Plan   constitute the entire understanding between you and the Company regarding   this Award. Any prior agreements, commitments or negotiations concerning this   Award are superseded. This Agreement may be amended by the Committee without   your consent; however, if any such amendment would materially impair your   rights or obligations under the Agreement, this Agreement may be amended only   by another written agreement, signed by you and the Company.
    
	
 
    	
 
    	
 
    
	
Payment for Restricted Stock Units
    	
 
    	
No cash payment is required for the Restricted Stock   Units you receive. You are receiving the Restricted Stock Units in   consideration for Services rendered by you.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
The Restricted Stock Units that you are receiving   will vest in one or more installments as shown in the Notice of Restricted   Stock Unit Award.

 

No additional Restricted Stock Units will vest after   your Service as an Employee or a Consultant has terminated for any reason.
    
	
 
    	
 
    	
 
    
	
Forfeiture
    	
 
    	
If your Service terminates for any reason, then your   Award expires immediately as to the number of Restricted Stock Units that   have not vested before the termination date and do not vest as a result of   termination.

 

This means that the unvested Restricted Stock Units   will immediately be cancelled. You receive no payment for Restricted Stock   Units that are forfeited.

 

The Company determines when your Service terminates   for this purpose and all purposes under the Plan and its determinations are   conclusive and binding on all persons.
    


 

INVITAE CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

 

1











 

	
Leaves of Absence
    	
 
    	
For purposes of this Award, 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 of absence 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 Restricted Stock Unit Award 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 Restricted Stock Unit Award 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.
    
	
 
    	
 
    	
 
    
	
Nature of Restricted Stock Units
    	
 
    	
Your Restricted Stock Units are mere bookkeeping   entries. They represent only the Company’s unfunded and unsecured promise to   issue Shares on a future date. As a holder of Restricted Stock Units, you   have no rights other than the rights of a general creditor of the Company.
    
	
 
    	
 
    	
 
    
	
No Voting Rights or Dividends
    	
 
    	
Your Restricted Stock Units carry neither voting   rights nor rights to dividends. You, or your estate or heirs, have no rights   as a stockholder of the Company unless and until your Restricted Stock Units   are settled by issuing Shares. No adjustments will be made for dividends or   other rights if the applicable record date occurs before your Shares are   issued, except as described in the Plan.
    
	
 
    	
 
    	
 
    
	
Restricted Stock Units Nontransferable
    	
 
    	
You may not sell, transfer, assign, pledge or   otherwise dispose of any Restricted Stock Units. For instance, you may not   use your Restricted Stock Units as security for a loan. If you attempt to do   any of these things, your Restricted Stock Units will immediately become   invalid.
    
	
 
    	
 
    	
 
    
	
Settlement of Restricted Stock Units
    	
 
    	
Each of your vested Restricted Stock Units will be   settled when it vests; provided, however, that settlement of each Restricted   Stock Unit will be deferred to the first permissible trading day for the   Shares, if later than the applicable vesting date, but in no event later than   December 31 of the calendar year in which the applicable vesting date   occurs.

 

For purposes of this Agreement, “permissible trading   day” means a day that satisfies all of the following requirements:   (a) the exchange on which the Shares are traded is open for trading on   that day; (b)
    


 

INVITAE CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

 

2











 

	
 
    	
 
    	
you are permitted to sell Shares on that day without   incurring liability under section 16(b) of the Exchange Act,   (c) either (i) you are not in possession of material non-public   information that would make it illegal for you to sell Shares on that day   under Rule 10b-5 under the Exchange Act or (ii) Rule 10b5-1   under the Exchange Act would apply to the sale; (d) you are permitted to   sell Shares on that day under such written insider trading policy as may have   been adopted by the Company; and (e) you are not prohibited from selling   Shares on that day by a written agreement between you and the Company or a   third party.

 

At the time of settlement, you will receive one   Share for each vested Restricted Stock Unit; provided, however, that no   fractional Shares will be issued or delivered pursuant to the Plan or this   Agreement, and the Committee will determine whether cash will be paid in lieu   of any fractional Share or whether such fractional Share and any rights   thereto will be canceled, terminated or otherwise eliminated. In addition,   the Shares are issued to you subject to the condition that the issuance of   the Shares not violate any law or regulation.
    
	
 
    	
 
    	
 
    
	
Withholding Taxes and Stock Withholding
    	
 
    	
Regardless of any action the Company and/or the   Subsidiary or Affiliate employing you (the “Employer”) takes with respect to   any or all income tax, social insurance, payroll tax, payment on account or   other tax-related withholding (“Tax-Related Items”), you acknowledge that the   ultimate liability for all Tax-Related Items legally due by you is and   remains your responsibility and that the Company and/or the Employer   (1) make no representations or undertakings regarding the treatment of   any Tax-Related Items in connection with any aspect of the Award, including   the settlement of the Restricted Stock Units, the subsequent sale of Shares   acquired pursuant to such settlement and the receipt of any dividends; and   (2) do not commit to structure the terms of the Award or any aspect of   the Restricted Stock Units to reduce or eliminate your liability for   Tax-Related Items.

 

Prior to the settlement of your Restricted Stock   Units, you shall pay or make adequate arrangements satisfactory to the   Company and/or the Employer to satisfy all withholding and payment on account   obligations of the Company and/or the Employer. In this regard, you authorize   the Company and/or the Employer to withhold all applicable Tax-Related Items   legally payable by you from your wages or other cash compensation paid to you   by the Company and/or the Employer. With the Company’s consent, these   arrangements may also include, if permissible under local law,   (a) withholding Shares that otherwise would be issued to you when your   Restricted Stock Units are settled, provided that the Company only 
    


 

INVITAE CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

 

3











 

	
 
    	
 
    	
withholds the amount of Shares necessary to satisfy   the minimum statutory withholding amount, (b) having the Company   withhold taxes from the proceeds of the sale of the Shares, either through a   voluntary sale or through a mandatory sale arranged by the Company (on your   behalf pursuant to this authorization), or (c) any other arrangement   approved by the Company. The Fair Market Value of these Shares, determined as   of the effective date when taxes otherwise would have been withheld in cash,   will be applied as a credit against the withholding taxes. Finally, you shall   pay to the Company or the Employer any amount of Tax-Related Items that the   Company or the Employer may be required to withhold as a result of your   participation in the Plan or your acquisition of Shares that cannot be   satisfied by the means previously described. The Company may refuse to   deliver the Shares if you fail to comply with your obligations in connection   with the Tax-Related Items as described in this section, and your rights to   the Shares shall be forfeited if you do not comply with such obligations on   or before December 31 of the calendar year in which the applicable   vesting date for the Restricted Stock Units occurs.
    
	
 
    	
 
    	
 
    
	
Restrictions on Resale
    	
 
    	
You agree not to sell any 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 your   Service continues and for such period of time after the termination of your   Service as the Company may specify.
    
	
 
    	
 
    	
 
    
	
No Retention Rights
    	
 
    	
Neither your Award nor this Agreement gives you the   right to be employed or retained by the Company or any Subsidiary or   Affiliate of the Company in any capacity. The Company and its Subsidiaries   and Affiliates reserve the right to terminate your Service at any time, with   or without cause.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
The number of Restricted Stock Units covered by this   Award shall be subject to adjustment in the event of a stock split, a stock   dividend or a similar change in Company Shares, and in other circumstances,   as set forth in the Plan. The forfeiture provisions and restrictions   described above will apply to all new, substitute or additional Restricted   Stock Units or securities to which you are entitled by reason of this Award
    
	
 
    	
 
    	
 
    
	
Successors and Assigns
    	
 
    	
Except as otherwise provided in the Plan or this   Agreement, every term of this Agreement shall be binding upon and inure to   the benefit of the parties hereto and their respective heirs, legatees, legal   representatives, successors, transferees and assigns.
    
	
 
    	
 
    	
 
    
	
Notice
    	
 
    	
Any notice required or permitted under this   Agreement shall be 
    


 

INVITAE CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

 

4











 

	
 
    	
 
    	
given in writing and shall be deemed effectively   given upon the earliest of personal delivery, receipt or the third full day   following mailing with postage and fees prepaid, addressed to the other party   hereto at the address last known in the Company’s records or at such other   address as such party may designate by ten (10) days’ advance written   notice to the other party hereto.
    
	
 
    	
 
    	
 
    
	
Section 409A of the Code
    	
 
    	
To the extent this Agreement is subject to and not   exempt from Section 409A of the Code, this Agreement is intended to   comply with Section 409A and the regulations promulgated thereunder, and   its provisions shall be interpreted in a manner consistent with such intent.   You acknowledge and agree that changes may be made to this Agreement to avoid   adverse tax consequences to you under Section 409A.
    
	
 
    	
 
    	
 
    
	
Applicable Law and Choice of Venue
    	
 
    	
This Agreement will be interpreted and enforced   under the laws of the State of Delaware (without regard to their   choice-of-law provisions). For purposes of litigating any dispute that arises   directly or indirectly from the relationship of the parties evidenced by this   Award or the Agreement, the parties hereby submit to and consent to the   exclusive jurisdiction of the State of California and agree that such   litigation shall be conducted only in the courts of Santa Clara County,   California, or the federal courts for the United States for the Northern   District of California, and no other courts, where this grant is made and/or   to be performed.
    
	
 
    	
 
    	
 
    
	
Miscellaneous
    	
 
    	
You understand and acknowledge that (i) the   Plan is entirely discretionary, (ii) the Company and the Employer have   reserved the right to amend, suspend or terminate the Plan at any time,   (iii) the grant of your Award does not in any way create any contractual   or other right to receive additional grants of awards (or benefits in lieu of   awards) at any time or in any amount and (iv) all determinations with   respect to any additional grants, including (without limitation) the times   when awards will be granted, the number of Shares subject to the awards, and   the vesting schedule, will be at the sole discretion of the Company.

 

The value of this Award shall be an extraordinary   item of compensation outside the scope of your employment 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.

 

You understand and acknowledge that participation in   the Plan ceases upon termination of your Service for any reason, except as
    


 

INVITAE CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

 

5











 

	
 
    	
 
    	
may explicitly be provided otherwise in the Plan or   this Agreement.

 

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

 

You consent to the collection, use and transfer of   your personal data as described in this subsection. You understand and   acknowledge that the Company, the Employer and the Company’s other   Subsidiaries and Affiliates 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 of other government identification number, salary,   nationality, job title, any Shares or directorships held in the Company and   details of all awards 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, its Subsidiaries and/or   its Affiliates 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, and that the laws of a recipient’s country of operation (e.g.,   the United States) may not have equivalent privacy protections as local laws   where you reside or work. 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, make   inquiries about the treatment of Data or withdraw the consents set forth in   this subsection by contacting the Human Resources Department of the Company   in writing.
    


 

BY SIGNING THE ATTACHED NOTICE, YOU AGREE TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.

 

INVITAE CORPORATION

RESTRICTED STOCK UNIT AGREEMENT

 

6