Exhibit 10.1

 

Option No.:        

 

TESARO, INC.

2015 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN

 

NONSTATUTORY STOCK OPTION AGREEMENT

 

TESARO, Inc., a Delaware corporation (the “Company”), hereby grants an option to purchase shares of its common stock, par value $0.0001 (the “Common Stock”) to the individual named below.  The terms and conditions of the option are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2015 Non-Employee Director Stock Incentive Plan (as it may be amended from time to time, the “Plan”).

 

	
Grant Date:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Name of Participant:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Participant’s Employee Identification Number:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Number of Shares of Stock Covered by the Option:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Option Price per Share of Common Stock:
    	
 
    	
U.S.   $                 (At least 100% of Fair Market Value)
    
	
 
    	
 
    	
 
    
	
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.

 

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


 

This is not a stock certificate or a negotiable instrument

 











 

TESARO, INC.

2015 NON-EMPLOYEE DIRECTOR STOCK INCENTIVE PLAN

 

NONSTATUTORY STOCK OPTION AGREEMENT

 

	
Nonstatutory Stock Option
    	
 
    	
This Agreement evidences an award of an option   exercisable for that number of shares of Common Stock set forth on the cover   sheet and subject to the terms and conditions set forth in the Agreement, in   the Plan, and on the cover sheet. This option is not intended to be an   incentive stock option under Section 422 of the Internal Revenue Code   and will be interpreted accordingly.
    
	
 
    	
 
    	
 
    
	
Vesting
    	
 
    	
This option is only exercisable before it expires   and then only with respect to the vested portion of the option. Subject to   the preceding sentence, you may exercise this option, in whole or in part, to   purchase a whole number of vested shares, unless the number of shares   purchased is the total number available for purchase under the option, by   following the procedures set forth in the Plan and below in this Agreement.

 

Your right to purchase shares of Common Stock under   this option vests as set forth in the Vesting Schedule shown on the cover   sheet, provided you then continue in Service. You cannot vest in more than   the number of shares covered by this option. No additional shares of Common   Stock will vest after your Service has terminated for any reason.
    
	
 
    	
 
    	
 
    
	
Term
    	
 
    	
Your option will expire in any event at the close of   business at Company headquarters on the day before the tenth anniversary of   the Grant Date, as shown on the cover sheet. Your option will expire earlier   (but never later) if your Service terminates, as described below.
    
	
 
    	
 
    	
 
    
	
Regular Termination
    	
 
    	
If your Service terminates for any reason, other   than death, Disability or Cause, then your option will expire at the close of   business at Company headquarters on the 90th day after your termination date.
    
	
 
    	
 
    	
 
    
	
Termination for Cause
    	
 
    	
If your Service is terminated for Cause, then you   shall immediately forfeit all rights to your option and the option shall   immediately expire.
    
	
 
    	
 
    	
 
    
	
Death
    	
 
    	
If your Service terminates because of your death,   then your option will expire at the close of business at Company headquarters   on the date twelve (12) months after the date of death. During that twelve   month period, your estate or heirs may exercise the vested portion
    


 

2











 

	
 
    	
 
    	
of your option.

 

In addition, if you die during the 90-day period   described in connection with a regular termination (i.e., a termination of   your Service not on account of your death, Disability or Cause), and a vested   portion of your option has not yet been exercised, then your option will   instead expire on the date twelve (12) months after your termination date. In   such a case, during the period following your death up to the date twelve   (12) months after your termination date, your estate or heirs may exercise   the vested portion of your option.
    
	
 
    	
 
    	
 
    
	
Disability
    	
 
    	
If your Service terminates because of your   Disability, then your option will expire at the close of business at Company   headquarters on the date twelve (12) months after your termination date.
    
	
 
    	
 
    	
 
    
	
Leaves of Absence
    	
 
    	
For purposes of this option, your Service does not   terminate when you go on a bona fide   employee leave of absence that was approved by the Company in writing, if the   terms of the leave provide for continued Service crediting, or when continued   Service crediting is required by applicable law. However, your Service will   be treated as terminating 90 days after you went on employee leave, unless   your right to return to active work is guaranteed by law or by a contract.   Your Service terminates in any event when the approved leave ends unless you   immediately return to active employee work.

 

The Company determines, in its sole discretion,   which leaves count for this purpose, and when your Service terminates for all   purposes under the Plan.
    
	
 
    	
 
    	
 
    
	
Notice of Exercise
    	
 
    	
When you wish to exercise this option, you must   notify the Company by filing the proper “Notice of Exercise” form at the   address given on the form. Your notice must specify how many shares you wish   to purchase. Your notice must also specify how your shares of Common Stock   should be registered (in your name only or in your and your spouse’s names as   joint tenants with right of survivorship).

 

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 price for the shares you are purchasing.   Payment may be made in one (or a combination) of the following forms:

 

·                  By check payable to the order of   the Company.
    


 

3











 

	
 
    	
 
    	
·                  To the extent   a public market for the Common Stock exists and to the extent the Company has   established a broker assisted cashless exercise program, by delivery (on a   form prescribed by the Company) of an irrevocable direction to a licensed   securities broker acceptable to the Company to sell Common Stock and to   deliver all or part of the sale proceeds to the Company in payment of the aggregate   option price and any withholding taxes.

 

·                  By delivery of   shares of Common Stock owned by you valued at Fair Market Value.

 

·                  By delivery of   shares of Common Stock otherwise issuable to you upon exercise of this   option, valued at Fair Market Value.
    
	
 
    	
 
    	
 
    
	
Transfer of Option
    	
 
    	
During your lifetime, only you (or, in the event of   your legal incapacity or incompetency, your guardian or legal representative)   may exercise the option. You cannot transfer or assign this option. 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, however, dispose of this option in your will or it may be   transferred upon your death by the laws of descent and distribution.

 

Notwithstanding these restrictions on transfer, the   Compensation Committee of the Board of Directors (the “Committee”)   may authorize, in its sole discretion, the transfer of a vested option (in   whole or in part) to a member of your immediate family or a trust for the   benefit of your immediate family.

 

Regardless of any marital property settlement   agreement, the Company is not obligated to honor a notice of exercise from   your spouse, nor is the Company obligated to recognize your spouse’s interest   in your option in any other way.
    
	
 
    	
 
    	
 
    
	
Retention Rights
    	
 
    	
Neither your option nor this Agreement 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, or your estate or heirs, have no rights as a   shareholder of the Company until a certificate for your option’s shares has   been issued (or an appropriate book entry has been made). No adjustments are   made for dividends or other rights if the applicable record date occurs   before your stock certificate is issued (or an appropriate 
    


 

4











 

	
 
    	
 
    	
book entry has been made).
    
	
 
    	
 
    	
 
    
	
Forfeiture of Rights
    	
 
    	
If you should take actions in competition with the   Company or in violation or breach of, or in conflict with any employment   agreement, non-competition agreement, agreement prohibiting solicitation of   employees or clients of the Company or an Affiliate, confidentiality   obligation with respect to the Company or an Affiliate, Company or Affiliate   policy or procedure, other agreement, or other obligation to the Company or   an Affiliate, the Company shall have the right to cause a forfeiture of your   rights, including, but not limited to, the right to cause: (i) a   forfeiture of any outstanding option, and (ii) with respect to the   period commencing twelve (12) months prior to your termination of Service   with the Company (A) a forfeiture of any gain recognized by you upon the   exercise of an option or (B) a forfeiture of any Common Stock acquired   by you upon the exercise of an option (but the Company will pay you the   option price without interest).

 

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, 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   (the “Board”) 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 options shall be immediately   forfeited; provided, however, that if the option was exercised within two   years prior to the Board determination, you shall be required to pay to the   Company an amount equal to the aggregate value of the shares acquired upon   such exercise at the date of the Board determination.
    
	
 
    	
 
    	
 
    
	
Clawback
    	
 
    	
This option is subject to mandatory repayment by you   to the Company to the extent you are or in the future become subject to any   Company or Affiliate “clawback” or recoupment policy or Applicable Laws that   require the mandatory repayment by you to the Company of compensation paid by   the Company to you in the
    


 

5











 

	
 
    	
 
    	
event that you fail to comply with, or violate, the   terms or requirements of such policy or Applicable Laws.
    
	
 
    	
 
    	
 
    
	
Adjustments
    	
 
    	
In the event of a stock split, reverse stock split,   stock dividend, recapitalization, combination or reclassification of shares,   spin-off, stock exchange, stock dividend, or other similar change in   capitalization or event, the number of shares covered by this option and the   option price per share shall be adjusted pursuant to the Plan. Your option   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.
    
	
 
    	
 
    	
 
    
	
Applicable Law
    	
 
    	
This Agreement will be interpreted and enforced   under the laws 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 is incorporated in this   Agreement by reference.

 

This Agreement and the Plan constitute the entire   understanding between you and the Company regarding this grant of options.   Any prior agreements, commitments or negotiations concerning this grant are   superseded.

 

Certain capitalized terms used   in this Agreement are defined in the Plan, and have the meaning set forth in   the Plan.
    
	
 
    	
 
    	
 
    
	
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 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 option, 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
    


 

6











 

	
 
    	
 
    	
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 the grant of this   option, that in connection with the exercise of the option, you will execute   such additional documents and agreements 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.

 

Notwithstanding anything to the contrary in the Plan   or this Agreement, neither the Company its Affiliates, the Board, nor the   Committee will have any obligation to take any action to prevent the   assessment of any excise tax or penalty on you under Section 409A as a   result of any provision of any this Agreement, and neither the Company, its   Affiliates, the Board, nor the Committee will have any liability to you for   such tax or penalty.
    


 

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

 

7