Full Press Release Details
BLUEPRINT MEDICINES CORPORATION
2024 STOCK INCENTIVE PLAN
PURPOSE OF THE PLAN; DEFINITIONS
The name of the plan is the Blueprint Medicines
Corporation 2024 Stock Incentive Plan (the "Plan"). The purpose of the Plan is to encourage and enable the employees, Non-Employee
Directors and Consultants of Blueprint Medicines Corporation (the "Company") and its Affiliates upon whose judgment,
initiative and efforts the Company largely depends for the successful conduct of its business to acquire a proprietary interest in the
Company. It is anticipated that providing such persons with a direct stake in the Company's welfare will assure a closer identification
of their interests with those of the Company and its stockholders, thereby stimulating their efforts on the Company's behalf and
strengthening their desire to remain with the Company.
The following terms shall be defined as set forth
"Act" means the Securities
Act of 1933, as amended, and the rules and regulations thereunder.
"Administrator" means either
the Board or the compensation committee of the Board or a similar committee performing the functions of the compensation committee and
which is comprised of not less than two Non-Employee Directors who are independent.
"Affiliate" means, at the time
of determination, any "parent" or "subsidiary" of the Company as such terms are defined in Rule 405 of the
Act. The Board will have the authority to determine the time or times at which "parent" or "subsidiary" status
is determined within the foregoing definition.
"Award" or "Awards,"
except where referring to a particular category of grant under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Stock Appreciation Rights, Restricted Stock Units, Restricted Stock Awards, Unrestricted Stock Awards, Cash-Based Awards and
Dividend Equivalent Rights.
"Award Agreement" means a written
or electronic document setting forth the terms and provisions applicable to an Award granted under the Plan. Each Award Agreement is
subject to the terms and conditions of the Plan.
"Board" means the Board of
Directors of the Company.
"Cash-Based Award" means an
Award entitling the recipient to receive a cash-denominated payment.
"Code" means the Internal Revenue
Code of 1986, as amended, and any successor Code, and related rules, regulations and interpretations.
"Consultant" means a consultant
or adviser who provides bona fide services to the Company or an Affiliate as an independent contractor and who qualifies as a
consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Act.
"Dividend Equivalent Right"
means an Award entitling the grantee to receive credits based on cash dividends that would have been paid on the shares of Stock specified
in the Dividend Equivalent Right (or other award to which it relates) if such shares had been issued to and held by the grantee.
"Effective Date" means the
date on which the Plan becomes effective as set forth in Section 19.
"Exchange Act" means the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder.
"Fair Market Value" of the
Stock on any given date means the fair market value of the Stock determined in good faith by the Administrator; provided, however, that
if the Stock is listed on the National Association of Securities Dealers Automated Quotation System ("Nasdaq"), Nasdaq Global
Market, The New York Stock Exchange or another national securities exchange or traded on any established market, the determination shall
be made by reference to market quotations. If there are no market quotations for such date, the determination shall be made by reference
to the last date preceding such date for which there are market quotations.
"Incentive Stock Option" means
any Stock Option designated and qualified as an "incentive stock option" as defined in Section 422 of the Code.
"Non-Employee Director" means
a member of the Board who is not also an employee of the Company or any Affiliate.
"Non-Qualified Stock Option"
means any Stock Option that is not an Incentive Stock Option.
Option" means any option to purchase shares of Stock granted pursuant to Section 5.
"Restricted Shares" means the
shares of Stock underlying a Restricted Stock Award that remain subject to a risk of forfeiture or the Company's right of repurchase.
"Restricted Stock Award" means
an Award of Restricted Shares subject to such restrictions and conditions as the Administrator may determine at the time of grant.
"Restricted Stock Units" means
an Award of Stock units subject to such restrictions and conditions as the Administrator may determine at the time of grant.
"Sale Event" shall mean (i) the
sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger,
reorganization or consolidation pursuant to which the holders of the Company's outstanding voting power and outstanding Stock immediately
prior to such transaction do not own a majority of the outstanding voting power and outstanding stock or other equity interests of the
resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion of such transaction, (iii) the
sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert or (iv) any other transaction
in which the owners of the Company's outstanding voting power immediately prior to such transaction do not own at least a majority
of the outstanding voting power of the Company or any successor entity immediately upon completion of the transaction other than as a
result of the acquisition of securities directly from the Company.
"Sale Price" means the value
as determined by the Administrator of the consideration payable, or otherwise to be received by stockholders, per share of Stock pursuant
"Section 409A" means Section 409A
of the Code and the regulations and other guidance promulgated thereunder.
"Service Relationship" means
any continuous relationship with the Company or any Affiliate as an employee, Non-Employee Director or Consultant.
"Stock" means the Common Stock,
par value $0.001 per share, of the Company, subject to adjustments pursuant to Section 3.
"Stock Appreciation Right"
means an Award entitling the recipient to receive shares of Stock (or cash, subject to the Administrator's discretion, to the extent
explicitly provided for in the applicable Award Agreement) having a value equal to the excess of the Fair Market Value of the Stock on
the date of exercise over the exercise price of the Stock Appreciation Right multiplied by the number of shares of Stock with respect
to which the Stock Appreciation Right shall have been exercised.
"Subsidiary" means any corporation
or other entity (other than the Company) in which the Company has at least a 50 percent interest, either directly or indirectly.
"Substitute Awards" means Awards
issued under the Plan in substitution for one or more equity awards of an acquired company that are converted, replaced or adjusted in
connection with the acquisition.
"Ten Percent Owner" means an
employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the Code) more than 10
percent of the combined voting power of all classes of stock of the Company or any Affiliate.
"Unrestricted Stock Award"
means an Award of shares of Stock free of any restrictions.
SECTION 2. ADMINISTRATION
OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS
of Plan. The Plan shall be administered by the Administrator.
of Administrator. The Administrator shall have the power and authority to administer the Plan and grant Awards consistent with the
terms of the Plan, including the power and authority:
select the individuals to whom Awards may from time to time be granted;