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TEAR > SEC Filings for TEAR > Form 8-K on 22-Oct-2013All Recent SEC Filings

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Change in Directors or Principal Officers, Financial Statements and Exhibits

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

On October 21, 2013, TearLab Corporation (the "Company") announced that it had entered into a nonstatutory stock option agreement with Joseph Jensen, the Company's President and Chief Operating Officer (the "Stock Option Agreement"). The majority of the independent members of the Company's Board of Directors approved the grant of an option to purchase 300,000 shares of common stock of the Company, par value $0.001 (the "Stock Option") to Mr. Jensen. The Stock Option Agreement was entered into and Stock Option was granted pursuant to the terms of Mr. Jensen's offer letter with the Company, dated September 24, 2013. The summary of the Stock Option Agreement in this current report is qualified in its entirety by reference to the Nonstatutory Stock Option Agreement complete text, filed as an exhibit to this Current Report as Exhibit 10.1.

The Stock Option is a stand-alone inducement award that was granted outside of the Company's 2002 Stock Incentive Plan. The Stock Option has a ten-year term and a per share exercise price equal to the higher of (i) the closing price per share of the Company's common stock as quoted on the Nasdaq Capital Market on October 21, 2013 or (ii) the prior five-day volume weighted average price of the Company's common stock as quoted on the Nasdaq Capital Market at the close of business on October 21, 2013. The Stock Option has a vesting commencement date of October 21, 2013, Mr. Jensen's start date with the Company, and will vest in equal annual increments over a three year period, subject to Mr. Jensen's continued employment or service with the Company through the applicable vesting dates. In addition, the Stock Option will fully accelerate as to vesting in the event of a Change of Control, as such term is defined in the Stock Option Agreement provided that Mr. Jensen has not terminated his service. The Company will register the shares of common stock underlying the Option Grant on Form S-8 on the date hereof.

In reliance upon the exception provided by paragraph (c)(4) of Rule 5635 of the NASDAQ Listing Rules, the Company is not required to obtain shareholder approval with respect to issuances to a person as an inducement material to the individual's entering into employment with the Company, provided such issuances are approved by either the Company's independent compensation committee or a majority of the Company's independent directors.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits.

Exhibit No.                                         Description

10.1#                 Nonstatutory Stock Option Agreement, dated October 21, 2013, by and
                      between the Company and Joseph Jensen.
99.1                  Text of press release issued by TearLab Corporation, dated October 21,

#           Indicates management contract or compensatory plan.

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