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TSRO > SEC Filings for TSRO > Form 8-K on 30-Aug-2013All Recent SEC Filings

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Form 8-K for TESARO, INC.


30-Aug-2013

Change in Directors or Principal Officers, Financial Statements and Exhibits


Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers

(c), (e) Compensatory Arrangements of Principal Financial Officer

As previously disclosed, on July 25, 2013, the Board of Directors of TESARO (the "Company") appointed Edward C. English as the Vice President of Finance and Administration and Principal Financial Officer of the Company effective August 31, 2013. In connection with Mr. English's appointment, on August 29, 2013, the Compensation Committee of the Board of Directors of the Company approved an annual salary for Mr. English of $270,000 effective beginning on the first full pay period following the date of such approval. The Compensation Committee also granted to Mr. English an option to purchase 15,000 shares of common stock of the Company, pursuant to the Company's 2012 Omnibus Incentive Plan. One quarter of the option vests on August 30, 2014, and thereafter 1/36 of the remainder vests in equal installments on each monthly anniversary of that date.

(e) Consulting Arrangements with Departing Officer

As previously disclosed, on July 25, 2013, Richard J. Rodgers, the Company's Executive Vice President, Chief Financial Officer, Treasurer and Secretary, informed the Company that he would resign all positions with the Company and its subsidiaries effective August 31, 2013. In connection with Mr. Rodgers' resignation, the Company and Mr. Rodgers have entered into a Consulting Agreement, dated as of August 31, 2013, pursuant to which he will serve as a consultant to the Company through March 31, 2014. Consistent with the Company's previous disclosure on July 25, 2013, the Consulting Agreement provides that Mr. Rodgers will provide consulting services as requested from time to time up to 60 hours per month, that he will receive monthly compensation of $5,000 per month, and that he will receive hourly compensation of $250 per hour for services that exceed 20 hours per month.

The Company has also entered into a Separation and Release Agreement, dated as of August 31, 2013, with Mr. Rodgers, governing certain of the terms of his departure, including that Mr. Rodgers releases the Company of all claims or potential claims that he may have against the Company through the date of his departure.

The descriptions of the Consulting Agreement and the Separation and Release Agreement with Mr. Rodgers are qualified by reference to those agreements, which are attached to this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1   Consulting Agreement, dated as of August 31, 2013, by and between Richard
       J. Rodgers and TESARO, Inc.

10.2   Separation and Release Agreement, dated as of August 31, 2013, by and
       between Richard J. Rodgers and TESARO, Inc.


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