Exhibit 10.2

 

Award No.:     

 

TESARO, INC.

2012 OMNIBUS INCENTIVE PLAN

 

RESTRICTED STOCK UNIT AGREEMENT

 

TESARO, Inc., a Delaware corporation (the “Company”), hereby grants an award of restricted stock units with respect to an equivalent number of shares of the Company’s common stock, par value $0.0001 (the “Common Stock”) to the individual named below.  The terms and conditions of the award are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2012 Omnibus Incentive Plan (as it may be amended, the “Plan”).

 

Grant Date:

 

Name of Participant:

 

Participant’s Employee Identification Number:             -        -

 

Number of Shares of Common Stock Covered by Award:

 

Grant Date Fair Value of Award (per share):

 

Vesting Schedule:

 

By signing this cover sheet, you agree to all of the terms and conditions described in this Agreement and in the Plan, a copy of which is also attached.  You acknowledge that you have carefully reviewed the Plan, and agree that the Plan will control in the event any provision of this Agreement should appear to be inconsistent with the Plan.  Certain capitalized terms used in this Agreement are defined in the Plan, and have the meaning set forth in the Plan.

 

	
Participant:
    	
 
    	
 
    
	
 
    	
(Signature)
    	
 
    
	
 
    	
 
    	
 
    
	
Company:
    	
 
    	
 
    
	
 
    	
(Signature)
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Title:
    	
 
    	
 
    
	
 
    	
 
    
	
Attachment
    	
 
    
				


 

This is not a stock certificate or a negotiable instrument

 











 

TESARO, INC.

2012 OMNIBUS INCENTIVE PLAN

 

RESTRICTED STOCK UNIT AGREEMENT

 

	
Restricted Stock Unit/   Nontransferability
    	
 
    	
This grant is an award of stock units in the number   of units set forth on the Notice of Grant of Restricted Stock Units (the   “Notice”), and subject to the vesting conditions described in the Notice of   Grant (“Restricted Stock Units”) and in this Agreement. Your Restricted Stock   Units may not be sold, assigned, transferred, pledged or otherwise   encumbered, whether voluntarily or by operation of law, except by will or the   laws of descent and distribution.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
Your Restricted Stock Units vest as to the number of   Restricted Stock Units indicated in the Notice in accordance with the terms   and conditions set forth in the Notice. Except as may be specifically provided   in other agreements between you and the Company, no additional Restricted   Stock Units will vest after your Service has terminated for any reason.
    
	
 
    	
 
    	
 
    
	
Share Delivery Pursuant to Vested Units
    	
 
    	
Shares underlying the vested shares of Common Stock   represented by the Restricted Stock Units will be delivered to you by the   Company within thirty (30) days after the applicable vesting date. The   purchase price for the vested Shares of Common Stock is deemed paid by your   prior services to the Company.
    
	
 
    	
 
    	
 
    
	
Forfeiture of Unvested Units
    	
 
    	
Except as specifically provided in this Agreement or   as may be provided in other agreements between you and the Company, no   additional Restricted Stock Units will vest after your Service has terminated   for any reason. In the event that your Service terminates for any reason, you   will forfeit to the Company all of the Restricted Stock Units subject to this   grant that have not yet vested or with respect to which all applicable   restrictions and conditions have not lapsed.
    
	
 
    	
 
    	
 
    
	
Evidence of Issuance
    	
 
    	
The issuance of the shares of Common Stock upon any   vesting of the Restricted Stock Unit shall be evidenced in such a manner as   the Company, in its discretion, will deem appropriate, including, without   limitation, book-entry, direct registration or issuance of one or more stock   certificates.
    
	
 
    	
 
    	
 
    
	
Withholding Taxes
    	
 
    	
You agree, as a condition of this grant, that you   will make acceptable arrangements to pay any withholding or other taxes that   may be due as a result of the payment of dividends or the 
    


 

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delivery of Common Stock acquired under this grant.   In the event that the Company determines that any tax or withholding payment   is required relating to the payment of dividends or the delivery of shares   arising from this grant under applicable laws, the Company shall have the   right to require such payments from you, or to withhold such amounts from   other payments due to you from the Company or any Subsidiary (including by   repurchasing vested shares of Common Stock under this Agreement). If you do   not elect to otherwise satisfy your withholding obligations in connection   with this grant, the Company will withhold shares of Common Stock otherwise   issuable to you upon vesting. The shares of Common Stock withheld will have   an aggregate Fair Market Value equal to the withholding obligation and may   not be subject to any repurchase, forfeiture, unfulfilled vesting, or other   similar requirements.
    
	
 
    	
 
    	
 
    
	
Retention Rights
    	
 
    	
This Agreement does not give you the right to be   retained or employed by the Company (or any of its Subsidiaries) in any   capacity. The Company (and any Subsidiary) reserve the right to terminate   your Service at any time and for any reason.
    
	
 
    	
 
    	
 
    
	
Shareholder Rights
    	
 
    	
You do not have any of the rights of a shareholder   with respect to the Restricted Stock Units unless and until the Common Stock   relating to the Restricted Stock Units has been delivered to you.

 

You will, however, be entitled to receive an amount   of cash, paid at the same time as the shares of Common Stock are delivered,   equal to the cumulative per-share dividends, if any, paid on shares of Common   Stock equal to the number of Restricted Stock Units in which you vest that   were outstanding as of the record date for such dividend.
    
	
 
    	
 
    	
 
    
	
Forfeiture of Rights
    	
 
    	
If you should take actions in competition with the   Company, the Company shall have the right to cause a forfeiture of your   Restricted Stock Units, and with respect to those shares of Restricted Stock   Units vesting during the period commencing twelve (12) months prior to your   termination of Service with the Company due to taking actions in competition   with the Company, the right to cause a forfeiture of the vested shares of   Common Stock delivered pursuant to such vested Restricted Stock Units.


   Unless otherwise specified in an employment or other agreement between the   Company and you, you take actions in competition with the Company if you   directly or indirectly, own, manage, operate, join or control, or participate   in the ownership,
    


 

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management, operation or control of, or are a   proprietor, director, officer, stockholder, member, partner or an employee or   agent of, or a consultant to any business, firm, corporation, partnership or   other entity which competes with any business in which the Company or any of   its Subsidiaries is engaged during your employment or other relationship with   the Company or its Subsidiaries or at the time of your termination of   Service.


   If it is ever determined by the Board of Directors that your actions have   constituted wrongdoing that contributed to any material misstatement or   omission from any report or statement filed by the Company with the U.S.   Securities and Exchange Commission, gross misconduct, breach of fiduciary   duty to the Company, or fraud, then the Restricted Stock Units shall be   immediately forfeited; provided, however, that if the Restricted Stock Units   have vested within two years prior to the Board of Directors determination,   you shall be required to pay to the Company an amount equal to the aggregate   value of the shares acquired upon such vesting at the date of the Board of   Directors’ determination.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a stock split, reverse stock split,   stock dividend, recapitalization, combination or reclassification of shares,   spin-off, or other similar change in capitalization or event, the number of   shares covered by this grant shall be adjusted pursuant to the Plan. Your   Restricted Stock Units shall be subject to the terms of the agreement of   merger, liquidation or reorganization in the event the Company is subject to   such corporate activity in accordance with the terms of the Plan.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and enforced   under the laws of the State of Delaware, other than any conflicts or choice   of law rule or principle that might otherwise refer construction or   interpretation of this Agreement to the substantive law of another   jurisdiction.
    
	
 
    	
 
    	
 
    
	
The Plan
    	
 
    	
The text of the Plan and the Notice are incorporated   in this Agreement by reference.


   This Agreement and the Plan constitute the entire understanding between you   and the Company regarding this grant of Restricted Stock Units. Any prior   agreements, commitments or negotiations concerning this grant are superseded.
    
	
 
    	
 
    	
 
    
	
Data Privacy
    	
 
    	
In order to administer the Plan, the Company may   process personal data about you. Such data includes but is not limited to the   information provided in this Agreement and any changes 
    


 

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thereto, other appropriate personal and financial   data about you such as home address and business addresses and other contact   information, payroll information and any other information that might be   deemed appropriate by the Company to facilitate the administration of the   Plan.


   By accepting this grant, you give explicit consent to the Company to process   any such personal data. You also give explicit consent to the Company to   transfer any such personal data outside the country in which you work or are   employed, including, with respect to non-U.S. resident grantees, to the   United States, to transferees who shall include the Company and other persons   who are designated by the Company to administer the Plan.
    
	
 
    	
 
    	
 
    
	
Consent to Electronic Delivery
    	
 
    	
The Company may choose to deliver certain statutory   materials relating to the Plan in electronic form. By accepting this grant   you agree that the Company may deliver the Plan prospectus and the Company’s   annual report to you in an electronic format. If at any time you would prefer   to receive paper copies of these documents, as you are entitled to, the   Company would be pleased to provide copies. Please contact the Company’s   Secretary to request paper copies of these documents.
    
	
 
    	
 
    	
 
    
	
Other Agreements
    	
 
    	
You agree, as a condition of this grant, that you   will execute such document(s) as necessary to become a party to any   shareholder agreement or voting trust as the Company may require.
    
	
 
    	
 
    	
 
    
	
Code Section 409A
    	
 
    	
It is intended that this award comply with   Section 409A of the Code (“Section 409A”) or an exemption to   Section 409A. To the extent that the Company determines that the   Participant would be subject to the additional 20% tax imposed on certain   nonqualified deferred compensation plans pursuant to Section 409A as a   result of any provision of any this Agreement, such provision shall be deemed   amended to the minimum extent necessary to avoid application of such   additional tax. The nature of any such amendment shall be determined by the   Company. For purposes of this Award, a termination of Service only occurs   upon an event that would be a Separation from Service within the meaning of   Section 409A. Notwithstanding anything herein to the contrary, in the event   that the Participant is deemed to be a “specified employee” for purposes of   Section 409A(a)(2)(B)(i) of the Code, and the Company determines   that the delivery of shares of Common Stock hereunder is subject to the   provisions of Code Section 409A, such shares of Common Stock shall not   be delivered until the six-month anniversary of the Participant’s 
    


 

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termination of Service, or, if earlier, the   Participant’s death.
    


 

By signing the cover sheet of this Agreement, you agree to all of the terms and
 conditions described above and in the Plan.

 

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