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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.   )

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Verastem, Inc.
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(Name of Registrant as Specified In Its Charter)
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Verastem, Inc.
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PRELIMINARY COPY—SUBJECT TO COMPLETION

LOGO

Verastem, Inc.
117 Kendrick Street, Suite 500
Needham, MA 02494

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

        The 2018 Special Meeting

Notice is hereby given that a special meeting of Stockholdersthe stockholders (the “Special Meeting”) of Verastem, Inc. (the "Company"“Company” or "Verastem Oncology"“Verastem”) will be held on           December 18, 2018,,         , at      9:00 a.m. local time,:        Eastern Time , at the Company'sCompany’s offices, 117 Kendrick Street, Suite 500, Needham, Massachusetts 02494 for02494.
Proxy materials, which include the following purposes:

    proxy statement and proxy card, accompany this letter. The enclosed proxy statement is first being mailed to stockholders of Verastem, Inc. on or about      ,      .  At the Special Meeting, you will be asked to consider and vote:
1.
To
to approve an amendmentthe one-time exchange of options to the Company's restated certificate of incorporation to provide for an increase in the total number ofpurchase shares of the Company’s common stock thatissued under the Company is authorized to issue from 100,000,000 shares to 200,000,000 shares (the "Charter Amendment");

2.
To approve the adoption of the Company'sCompany’s Amended and Restated 2012 Incentive Plan (the "Amended 2012 Plan"“2012 Plan”), including an amendment and the Company’s Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”) and options granted as inducement awards (“inducement awards”) to increase the number of sharescertain newly hired employees under the planCompany’s Inducement Award Program (the “Inducement Program”) in accordance with Nasdaq Listing Rule 5635(c)(4) that are held by 6,250,000 shares;

3.
To approve the adoptioncertain executive officers, other employees, and non-employee directors of the Verastem, Inc. Employee Stock Purchase PlanCompany for new options to purchase shares of the Company’s common stock (the "ESPP"“Option Exchange” and such proposal, the “Option Exchange Proposal”); and
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2.

4.
To
to consider and act upon any other matters that properly come before the Special Meeting or any adjournment or postponement thereof.

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Each outstanding share of the Company'sCompany’s common stock (Nasdaq: VSTM) entitles the holder of record at the close of business on        November 12, 2018,,        , to receive notice of and to vote at the Special Meeting or any adjournment or postponement of the Special Meeting.

The Option Exchange Proposal was approved by the board of directors of the Company (the “Board of Directors”) and requires the affirmative vote of the holders of shares of our common stock, par value $0.0001 per share (“common stock”), representing a majority of the votes cast by holders of all shares of common stock present or represented at the Special Meeting, to be approved.
Stockholders are referred to the proxy statement for more detailed information with respect to the matters to be considered at the Special Meeting. After careful consideration, the Board of Directors recommends a vote “FOR” the Option Exchange Proposal.
Your Vote is important.   Whether or not you plan to attend the Special Meeting, we urge you to review the accompanying material carefully and to promptly return the enclosed proxy card or voting instruction. On the following pages, we provide answers to frequently asked questions about the Special Meeting.
WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, WE URGE YOU TO VOTE YOUR SHARES BY INTERNET, TELEPHONE, OR BY SIGNING, DATING AND RETURNING THE PROXY CARD INCLUDED IN THESE MATERIALS. IF YOU CHOOSE TO ATTEND THE SPECIAL MEETING, YOU MAY STILL VOTE YOUR SHARES IN PERSON AT THE MEETING, EVEN THOUGHIF YOU HAVE PREVIOUSLY VOTED OR RETURNED YOUR PROXY BY ANY OF THE METHODS DESCRIBED IN OUR PROXY STATEMENT. IF YOUR SHARES ARE HELD IN A BANK OR BROKERAGE ACCOUNT, PLEASE REFER TO THE MATERIALS PROVIDED BY YOUR BANK OR BROKER FOR VOTING INSTRUCTIONS.

        All stockholders are extended a cordial invitation to attend

By Order of the special meeting.

Board of Directors

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By Order of the Board of Directors



Robert Forrester
President and Chief Executive Officer
November         , 2018
Daniel Paterson
President and Chief Executive Officer
      ,

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Verastem, Inc.
117 Kendrick Street, Suite 500
Needham, MA 02494

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

To Be Held On Tuesday, December 18,      ,      at       :      Eastern Time

SPECIAL NOTE
On May 31, 2023, we effected a 1-for-12 reverse stock split of our issued and outstanding common stock, par value $0.0001. As a result of the reverse stock split, every 12 shares of issued and outstanding common stock were automatically combined into one issued and outstanding share of common stock, without any change in the par value per share. No fractional shares were issued as a result of the reverse stock split. Stockholders who would otherwise have been entitled to a fractional share of common stock were entitled to receive a price equal to the closing price of the common stock on the Nasdaq Capital Market on the date immediately preceding the effective time of the reverse stock split, as adjusted by the ratio of one share of common stock for every twelve shares of common stock, multiplied by the applicable fraction of a share. Unless otherwise indicated, all historical share and per share amounts for periods prior to the reverse stock split in this proxy statement have been adjusted to reflect the reverse stock split. Proportionate adjustments were made to the per share exercise price and the number of shares of common stock that may be purchased upon exercise of outstanding stock options, and the number of shares of common stock reserved for future issuance under our Amended and Restated 2018 at 9:00 am Eastern Time

Employee Stock Purchase Plan, the 2012 Plan and the 2021 Plan.
GENERAL INFORMATION

What is a proxy?
A proxy is your legal designation of another person to vote the stock you own. The person you designate is your “proxy,” and you give the proxy authority to vote your shares by submitting the enclosed proxy card, or if available, voting by telephone or the Internet. We have designated Daniel Paterson and Daniel Calkins to serve as proxies for the Special Meeting.
How can I access the proxy materials?
On or about      ,      , we will mail to our stockholders printed copies of the proxy materials, including this proxy statement. You may also view and download our proxy materials at www.proxyvote.com. Please see the instructions below regarding how to submit your vote.
When are this proxy statement and the accompanying materialsmaterial scheduled to be sent to stockholders?

This proxy statement and accompanying proxy card or, for shares held in street name (held for your account by a broker or other nominee), voting instruction form, are scheduled to be sent to stockholders beginningbeing distributed on or about      November 19, 2018.

,      . You are receiving these proxy materials in connection with the solicitation by the Board of Directors of proxies to be voted at the Special Meeting.

WhoWhy am I receiving these materials, and who is soliciting my vote?

        The

We sent you this proxy statement because the Board of Directors of the Company is soliciting your vote for the 2018 Special Meeting that the Company is holding to seek stockholder approval of Stockholders.

the Option Exchange Proposal, as described in further detail herein. As a holder of common stock, you are invited to attend the Special Meeting and are requested to vote on the items of business described in this proxy statement. You do not need to attend the Special Meeting to vote your shares. This proxy statement includes information that we are required to provide to you under Securities and Exchange Commission ( “SEC”) rules and that is designed to assist you in voting your shares.

Why is the Company proposing to effect the Option Exchange?
The Board of Directors has adopted a resolution declaring advisable, and recommending to our stockholders for their approval, the Option Exchange Proposal. For the reasons why the Board of Directors

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recommended and the Company is proposing to effect such exchange, see “Rationale for the Option Exchange” under Proposal 1 below.
When is the record date for the Special Meeting?

The Company's Board of Directors has fixed the record date for the Special Meeting as of the close of business on      November 12, 2018.

,      (the “Record Date”).

How many votes can be cast by all stockholders?

A total of      shares of common stock of the Company were outstanding on      the record date,      , and are entitled to be voted at the Special Meeting. Each share of common stock is entitled to one vote on each matter.

How do I vote?

If you are a stockholder of record and your shares are registered directly in your name, you may vote:

•

By Internet.Internet.   Access the website at www.proxyvoting.comwww.proxyvote.com and follow the instructions on the enclosed proxy card. Your shares will be voted in accordance with your instructions. You must specify how you want your shares voted, or your Internetinternet vote cannot be completed and you will receive an error message.
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By Telephone.Telephone.   Call 1-800-690-6903 toll-free and follow the instructions on the enclosed proxy card. Your shares will be voted in accordance with your instructions. You must specify how you want your shares voted, or your telephone vote cannot be completed.
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•

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By Mail.Mail.   Complete and mail the enclosed proxy card in the enclosed postage prepaid envelope to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Your proxy will be voted in accordance with your instructions. If you sign and return the enclosed proxy but do not specify how you want your shares voted, they will be voted FOR approval of the Charter Amendment, FOR approval of the Amended 2012 Plan, FOR approval of the ESPP,Option Exchange Proposal as described herein and will be voted according to the discretion of the proxy holder named in the proxy card upon any other business that may properly be brought before the Special Meeting and at all adjournments and postponements thereof.
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•

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In Personperson at the Special Meeting.   If you attend the Special Meeting, be sure to bring a form of personal photo identification with you, and you may deliver your completed proxy card in person, or you may vote by completing a ballot, which will be available at the Special Meeting.

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If your shares of common stock are held in street name (held for your account by a broker or other nominee):

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By Internet or By Telephone.Telephone.   You will receive instructions from your broker or other nominee if you are permitted to vote by Internetinternet or telephone.
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•

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By Mail.Mail.   You will receive instructions from your broker or other nominee explaining how to vote your shares.
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•

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In Person at the Special Meeting.   If you attend the Special Meeting, in addition to photo identification, you should both bring an account statement or a letter from the record holder indicating that you owned the shares as of the record date,Record Date, and contact the broker or other nominee who holds your shares to obtain a legalbroker’s proxy from your broker givingcard and bring it with you the right to vote the shares at the Special Meeting.

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What isare the Board of Director's recommendationDirectors’ recommendations on how to vote my shares?

The Board of Directors recommends a vote:

Proposal No. 1: FOR approvalthe Option Exchange Proposal, as disclosed in this proxy statement.
Who can attend the Special Meeting?
All stockholders as of the Charter Amendment

Proposal No. 2: FOR approvalRecord Date, or their duly appointed proxy holders, may attend the Special Meeting. If you hold your shares in street name, then you must request a legal proxy from your broker or nominee to attend or vote at the Special Meeting.


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Will I be able to ask questions at the Special Meeting?
Our management team will attend the Special Meeting and be available for questions, and we are committed to answering all relevant questions to the purpose of the Amended 2012 Plan

Proposal No. 3: FOR approvalSpecial Meeting we receive during the Special Meeting. We will address as many questions during the Special Meeting as time permits. Only questions that are relevant to the purpose of the ESPP

Special Meeting or our business will be answered.

Who pays the cost for soliciting proxies?

Verastem Oncology will bear the cost of solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding common stock. Verastem Oncology may solicit proxies by mail, personal interview, telephone, or via the Internetinternet through its officers, directors and other management employees, who will receive no additional compensation for their services.

Who counts the votes?
All votes will be tabulated by the inspector of election appointed for the Special Meeting.
Can I change my vote?

You may revoke your proxy at any time before it is voted by notifying the SecretaryChief Financial Officer of the Company in writing, by returning a signed proxy with a later date, by transmitting a subsequent vote over the Internetinternet or by telephone prior to the close of the Internetinternet voting facility or the telephone voting facility, or by attending the Special Meeting and voting in person. If your stock is held in street name, you must contact your broker or nominee for instructions as to how to change your vote.

How is a quorum reached?

The presence, in person or by proxy, of holders of at least a majority of the total number of outstanding shares of common stock entitled to vote is necessary to constitute a quorum for the transaction of business at the Special Meeting. Abstentions and "broker non-votes" (i.e.“broker non-votes” ​(i.e., shares represented at the Special Meeting held by brokers, bankers or other nominees as to which instructions have not been received from the beneficial owners or persons entitled to vote such shares and, with respect to one or more but not all issues, such brokers or nominees do not have discretionary voting power to vote such shares), if any, will be counted for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting.

What vote is required to approve each item?

        Proposal No. 1—Charter Amendment: The affirmative vote of a majority of the shares of common stock outstanding and entitled to vote is necessary for the approval of the Charter Amendment.

Option Exchange Proposal?

Because a minimum vote is required, abstentions and broker non-votes will have the effect of a negative vote on this proposal.

        Proposal No. 2—Adoption of Amended 2012 Plan: A majority of votes cast is necessary for the approval of the Amended 2012 Plan.Option Exchange Proposal. Abstentions and broker non-votes will have no direct effect on the outcome of this proposal.

        Proposal No. 3—Adoption of ESPP: A majority of votes cast is necessary for approval

The principal terms of the ESPP. AbstentionsOption Exchange have been approved by the Board of Directors. We expect that our executive officers and broker non-votesnon-employee directors will have no direct effect onvote all their shares in favor of the outcome of this proposal.

Option Exchange Proposal.

If there are insufficient votes to approve these proposals,this proposal, your proxy may be voted by the persons named in the proxy card to adjourn the Special Meeting in order to solicit additional proxies in favor of the approval of such proposals.proposal. If the Special Meeting is adjourned or postponed for any purpose, at any subsequent reconvening of the Special Meeting, your proxy will be voted in the same manner as it would have been voted at the original convening of the Special Meeting, unless you withdraw or revoke your proxy.

Although the determination of whether a nominee will have discretionary voting power for a particular proposal is typically determined only after proxy materials are filed with the SEC, we expect the approval of the Option Exchange Proposal will be considered a “non-routine” matter, and hence brokers are not permitted to vote on this matter if brokers have not received instructions from the beneficial owner. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote

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their shares. If your shares are held by a broker on your behalf and you do not instruct the broker as to how to vote your shares, your broker may not exercise discretion to vote on the Option Exchange Proposal.
Could other matters be decided at the Special Meeting?

Verastem Oncology does not know of any other matters that may be presented for action at the Special Meeting. Should any other business come before the Special Meeting, the persons named on the enclosed proxy will have discretionary authority to vote the shares represented by such proxies in accordance with their best judgment.

If you hold shares through a broker, bank or other nominee as described above, they will not be able to vote your shares on any other business that comes before the Special Meeting unless they receive instructions from you with respect to such matter.

What happens if the Special Meeting is postponed or adjourned?

Your proxy may be voted at the postponed or adjourned Special Meeting. You will still be able to change your proxy until it is voted.

What does it mean if I receive more than one proxy card or voting instruction form?

It means that you have multiple accounts at the transfer agent or with brokers. Please complete and return all proxy cards or voting instruction forms to ensure that all of your shares are voted.

Who should I call if I have any additional questions?

If you hold your shares directly, please call Sean Flynn, Vice President, General Counsel and Secretary of the Company,Daniel Calkins, Chief Financial Officer at (781) 292-4200.469-1694 or e-mail at dcalkins@verastem.com. If your shares are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker or nominee holder directly.


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FORWARD-LOOKING STATEMENTS
These proxy materials contain forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These statements are based on our current expectations and involve risks and uncertainties. Forward-looking statements include, without limitation, statements regarding the expected or potential benefits of the Option Exchange Proposal, and other forward-looking information in the Option Exchange Proposal. No forward-looking statement can be guaranteed and actual results may differ materially from those stated or implied by forward-looking statements. We undertake no obligation to publicly update any forward-looking statement, except as required under applicable law. Forward-looking statements should be evaluated together with the many risks and uncertainties that affect our business, particularly those mentioned under the “Risk Factors” heading of our Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 14, 2022, as updated by our subsequent filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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PROPOSAL NO. 1—AMENDMENT TO1 — APPROVAL OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION
OPTION EXCHANGE PROPOSAL

        The Company is asking stockholders

We are seeking stockholder approval of the Option Exchange. Based on the recommendation of the Compensation Committee of the Board of Directors (the “Compensation Committee”), the Board of Directors authorized the Option Exchange, pursuant to approve an amendmentwhich our executive officers, other employees, and non-employee directors would be given the opportunity to the Company's restated certificate of incorporation, in the form attached hereto asAppendix A (the "Charter Amendment"). The Charter Amendment increases the number of authorizedexchange certain eligible options to purchase shares of common stock from one hundred million (100,000,000)held by them for an equal number of new options to purchase shares of common stock with an exercise price equal to two hundred million (200,000,000) shares. On November 9, 2018,the fair market value (within the meaning of the 2021 Plan) of common stock at the time of the Option Exchange. An eligible stock option generally includes any outstanding stock option that has an exercise price equal to or greater than $15.00 per share, that vests based on continued service with us or based on the achievement of performance milestones (other than stock price hurdles) and that was granted under the 2012 Plan, the 2021 Plan or the Inducement Program (each, an “Eligible Option” and collectively, the “Eligible Options”). For our non-employee directors, Eligible Options include only those stock options that were granted in respect of their service on the Board of Directors approvedand exclude stock options granted to such non-employee directors in respect of other employment with, or service in another capacity to, us are not eligible to be exchanged in the Charter Amendment, subjectOption Exchange.
As of November 30, 2023, we had outstanding stock options held by eligible employees and non-employee directors to stockholder approval,purchase 2,269,848 shares of common stock with a weighted-average exercise price of $19.61 per share. Of these stock options held by eligible employees and directednon-employee directors (excluding stock options held by non-employee directors as a result of their prior service as an employee and stock options that the Charter Amendmentvest upon market-based criteria ), there were options to purchase 690,290 shares of common stock with an exercise price equal to or greater than $15.00 per share that would be submitted to a voteconsidered Eligible Options for purposes of the Company's stockholders atOption Exchange.
Stockholders should understand that our executive officers and directors may be considered to have an interest in the Special Meeting. Theapproval of the Option Exchange because they may participate. Nonetheless, the Board of Directors has determined thatbelieves the Charter AmendmentOption Exchange is in the best interests of stockholders and the Company in order to provide meaningful and its stockholdersappropriate incentive to motivate and recommends approvalretain our talented team members.
Rationale for the Option Exchange
We have designed the Option Exchange to restore equity value, increase retention and motivation in a competitive labor market, provide non-cash compensation incentives and align our employee and stockholder interests for long-term value creation. Underwater stock option awards are of limited benefit in motivating and retaining our key talent. Through the Option Exchange, we believe that we will be able to enhance long-term stockholder value by increasing our ability to retain experienced and talented employees, executives, and non-employee directors and by aligning the stockholders.

        The current restated certificateinterests of incorporation,these individuals more fully with the interests of our stockholders.

Verastem has historically used stock options to incentivize and retain employees. Option grants serve as amended (the "Current Charter"), authorizesa powerful retentive tool based on stock price appreciation. In the issuancelast several years we have experienced a significant decline in our stock price causing the vast majority of upour outstanding options to 100,000,000 shareshave exercise prices that exceed the recent trading prices of our common stock. Since 2019, the closing price of our common stock par valuehas fallen from a high of $0.0001$58.20 per share (the "Common Stock").in June 2021 to a low of $3.54 per share in October 2022. As of the closeNovember 30, 2023, 95% of business on November 12, 2018,                shares of Common Stock were outstanding. In addition, as of the close of business on November 12, 2018, the Company had                shares of Common Stock subject to outstanding stock options granted under the 2012 Incentive Plan,                 sharesheld by Eligible Holders were underwater and 44% have an exercise price of Common Stock reserved for issuance under the 2012 Incentive Plan,                shares of Common Stock subject to outstanding stock options granted under the Company's 2010 Equity Incentive Plan,                 shares of Common Stock subject to outstanding stock options granted under inducement awards,                shares of Common Stock reserved for issuance under the inducement plan, and                shares of Common Stock reserved for issuance for the potential conversion of the Company's 5.00% senior convertible notes into Common Stock.$15.00 per share or higher. This means that as of November 12, 2018, the Company had                 shares of Common Stock available for corporate purposes, including, among other things, the issuance of the underlying shares of Common Stock in connection with the convertible note offering of 5.00% senior convertible notes and the issuance of stock options. The Current Charter also authorizes the issuance of 5,000,000 shares of preferred stock, though no shares of preferred stock are issued and outstanding as of November 12, 2018. The Charter Amendment will not increase or otherwise affect the Company's authorized preferred stock or otherwise affect any other provisions of the Current Charter.

Purpose of the Charter Amendment

        The Board of Directors believes it issignificant decline in the best interest of the Company to increase the number of authorized shares of Common Stock in order to give the Company greater flexibility in considering and planning for future potential business needs. In addition, under the indenture pursuant to which we issued our 5.00% senior convertible notes, we agreed to use our reasonable best efforts to increase the number of authorized shares of Common Stock to an amount that is sufficient to cover the settlement of the conversion of all outstanding notes.

        With the exception of the Company's routine practice of granting stock options to employees and directors, and the obligation to increase the number of authorized shares of Common Stock to cover the settlement of the conversion of all outstanding 5.00% senior convertible notes, the Company has no current specific plan, commitment, arrangement, understanding, or agreement regarding the issuance of the additional shares of Common Stock resulting from the proposed increase in authorized shares. The additional shares of Common Stock will be available for issuance by the Board of Directors for various corporate purposes, including but not limited to, grants under employee stock plans or to new employees as inducement awards, financings, potential strategic transactions, including mergers, acquisitions, strategic partnerships, joint ventures, divestitures, business combinations, stock splits, stock dividends, as well as other general corporate transactions.


        If the Charter Amendment is not approved, the Company is obligated under the indenture for the 5.00% senior convertible notes to again seek such approval at its 2019 annual meeting and continue to seek such approval, if not previously obtained, at its 2020 annual meeting and 2021 annual meeting.

Possible Effects of the Charter Amendment and Additional Anti-takeover Consideration

        If the Charter Amendment is approved, the additional authorized shares of Common Stock would be available for issuance at the discretion of the Board of Directors and without further stockholder approval, except as may be required by law or the rules of Nasdaq. In addition, only 11,740,185 shares of Common Stock are currently available to settle the conversion of the Company's 5.00% senior convertible notes, which is insufficient to settle the conversion of all the notes outstanding, and the Company would be required to settle any deficiency in cash. The Charter Amendment would increase the number of shares reserved and available for issuance upon conversion of the notes to 24,077,040 shares of Common Stock, which would be sufficient to cover the settlement of the conversion of all outstanding notes.

        The additional shares of authorized Common Stock would have the same rights and privileges as the shares of Common Stock currently issued and outstanding. The adoption of the Charter Amendment would not have any immediate dilutive effect on the proportionate voting power or other rights of existing stockholders. Shares of Common Stock issued otherwise than for a stock split may decrease existing stockholders' percentage equity ownership and, depending on the price at which they are issued, could be dilutive to the voting rights of existing stockholders and have a negative effect on the market price of the Common Stock. The Common Stock carries no preemptive rights to purchase additional shares of Common Stock.

        The Company cannot provide assurances that any such transactions will be consummated on favorable terms or at all, that they will enhance stockholder value or that they will not adversely affect the Company's business or the trading price of our stock.

        The Companycommon stock has not proposed the increase in the number of authorized shares of Common Stock with the intention of using the additional authorized shares for anti-takeover purposes, but the Company would be able to use the additional shares to oppose a hostile takeover attempt or delay or prevent changes in control or management of the Company. For example, without further stockholder approval, the Board of Directors could sell shares of Common Stock in a private transaction to purchasers who would oppose a takeover or favor the current Board of Directors. Although this proposal to increase the authorized number of shares of Common Stock has been prompted by business and financial considerations and not by the threat of any known or threatened hostile takeover attempt, stockholders should be aware that approval of this proposal could facilitate future efforts by the Company to oppose changes in control of the Company and perpetuate the Company's management, including transactions in which the stockholders might otherwise receive a premium for their shares over then-current market prices.

        If the Company's stockholders approve the Charter Amendment, the Board of Directors will have authority to file with the Secretary of State of Delaware the Charter Amendment. The Charter Amendment will become effectivemeaningful impact on the date it is filed. The Board of Directors reserves the right to abandon or delay the filing of the Charter Amendment even if it is approvedtotal compensation actually earned by our stockholders. The Charter Amendment is attachedemployees and non-employee directors. This impact on total compensation negatively affects our ability to retain and motivate our employees, whom we rely on to achieve our business plans and strategic objectives. Similarly, this proxy statement asAppendix A.

        None of Delaware law, the Current Charter, nor the Company's bylaws provides for appraisal or other similar rights for dissenting stockholders in connection with this proposal. Accordingly, the Company's stockholders will have no rightimpact on compensation negatively impacts our ability to dissentretain and obtain payment for their shares.

appropriately compensate our non-employee directors.

Required Vote

        The affirmative vote of a majority of the shares of Common Stock outstanding and entitled to vote is required to approve the Amended Charter. Accordingly, abstentions and broker non-votes will have the effect of a negative vote.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR"
THE AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO
PROVIDE FOR AN INCREASE IN THE TOTAL NUMBER OF SHARES OF COMMON STOCK
THAT THE COMPANY IS AUTHORIZED TO ISSUE FROM 100,000,000 SHARES
TO 200,000,000 SHARES
(PROPOSAL NO. 1 ON YOUR PROXY CARD)


PROPOSAL NO. 2—ADOPTION OF THE AMENDED 2012 PLAN

        At the Special Meeting, stockholders will be asked to approve the adoption of the Company's Amended and Restated 2012 Incentive Plan adopted by our Board of Directors on November 9, 2018 (the "Amended 2012 Plan"). The Company's 2012 Incentive Plan (the "2012 Plan") was originally adopted by our Board of Directors in December 2011 and approved by our stockholders in January 2012, with an amendment and restatement thereof approved by our Board of Directors on January 5, 2018 to provide that the total tax withholding where stock is being used to satisfy tax obligations may be up to the maximum withholding amount consistent with the award being subject to equity accounting treatment under the applicable accounting rules.

        The 2012 Plan initially allowed the Company to grantincentive awards for up to 3,428,571 shares of Common Stock, plus the number of shares of Common Stock available for grant under our 2010 Equity Incentive Plan (the "2010 Plan") as of the effectiveness of the 2012 Plan (which was an additional 30,101 shares), plus that number of shares of Common Stock related to awards outstanding under the 2010 Plan that terminate by expiration, forfeiture, cancellation or otherwise. The 2012 Plan included an "evergreen provision" that allowed for an annual increase in the number of shares of Common Stock available for issuance under the 2012 Plan. The annual increase was added on the first day of each year beginning in 2013, and was equal to the lowest of 1,285,714 shares of Common Stock, 4.0% of the number of shares of Common Stock outstanding on such date, and an amount determined by our Board of Directors. As of September 30, 2018, 729,363 shares were available for issuance under the 2012 Plan.

        As discussed further below, stockholders are being asked to approve the adoption of the Amended 2012 Plan to enable us to increase the number of shares of Common Stock available for issuance pursuant to awards under the plan by 6,250,000 shares, for a total of 16,628,425 shares (including 140,910 shares of Common Stock related to awards that were outstanding under the 2010 Plan and which terminated by expiration, forfeiture, cancellation or otherwise). The Amended 2012 Plan does not contain an evergreen provision.

        Equity grants are an essential element of the Company's compensation program. Stockholder approval of the Amended 2012 Plan would allow us to continue to use equity incentives to attract and retain high quality and high performing directors, executives, and other employees. Our Board of Directors approved the Amended 2012 Plan and the additional shares of Common Stock authorized for issuance under it based upon its review and consideration of:


        Our Board of Directors believes that equity awards have been, and will continue to be, a critical part of our total compensation program and allow us to attract and retain the key talent needed to effectively compete in our industry, incentivize superior results and long-term value creation, and align the interests of our employees with those of our stockholders. In addition, we believe that equity ownership fosters an ownership mindset by allowing employees to take part in the successes of the Company.

        Our Board of Directors believes that the Amended 2012 Plan will promote the interests of our stockholders and is consistent with principles of good corporate governance, including the following:

        Our three-year historic rate of equity award issuances (referred to as our "burn rate" or our "usage rate") under the 2012 Plan—the number of shares granted in each of the past three fiscal years divided by the weighted shares of Common Stock outstanding at year-end—is 6%. Our three-year usage rate under the 2012 Plan and taking into account inducement awards is 7%. We believe that our historic usage rate is reasonable in our industry, especially given our broad-based use of equity awards to compensate our employees. We will continue to monitor our equity use in future years to ensure our usage rate is within competitive market norms. Based on a review of the remaining shares available for grant under the 2012 Plan, the number of equity awards outstanding under the 2012 Plan and the 2010 Plan (under which we cannot grant additional awards but under which certain awards remain outstanding), our historic usage rate, and current and proposed plan features, our Board of Directors approved the increased share pool under the Amended 2012 Plan.

Existing Equity Plan Information

        In fiscal 2017, the Company granted stock options covering a total of 2,809,430 shares under the 2012 Plan. Our fiscal year 2017 usage rate under the 2012 Plan was determined to be 7%. Our fiscal 2017 usage rate under the 2012 Plan and taking into account inducement awards is 9%.

        As of September 30, 2018, our 2012 Plan had 729,363 shares of Common Stock available for grant as equity awards. If the Amended 2012 Plan is approved, the total number of shares of Common Stock that will be available for future awards under the Amended 2012 Plan will be 6,979,363, which is the sum of 6,250,000 shares plus the number of shares currently available under the 2012 Plan. If the


stockholders do not approve the Amended 2012 Plan, the Amended 2012 Plan will not become effective and additional awards will only be granted from the shares currently available under the 2012 Plan, plus any additional shares made available under the 2012 Plan pursuant to its evergreen provision.

Potential Dilution

        The following table provides information regarding the number of shares subject to each type of outstanding award under the 2012 Plan and the 2010 Plan, the number of shares of Common Stock available for future awards under the 2012 Plan, the number of additional shares that would be available for future awards under the Amended 2012 Plan, if approved by stockholders, and the dilutive impact of each to our stockholders as of September 30, 2018.

 
 Number of
shares		 As a
percentage
of stock
outstanding on
a fully diluted
basis		 

Outstanding stock options

  8,360,733  11%

Outstanding restricted stock units

  266,875  <1%
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Total shares subject to outstanding awards under the 2012 Plan and the 2010 Plan

  8,627,608  11%

Total shares available for future awards under the 2012 Plan

  729,363  1%
​​​​ ​​​​

Total shares subject to outstanding awards under the 2012 Plan and the 2010 Plan or available for future awards under the 2012 Plan

  9,356,971  13%

Proposed additional shares available for future awards under the Amended 2012 Plan

  6,250,000  9%
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Total potential dilution

  15,606,971  21%

        As indicated by the numbers in the table above, as of September 30, 2018, prior to the date on which our Board of Directors adopted the Amended 2012 Plan, the potential dilution under the 2012 Plan and the 2010 Plan was 13%. If the Amended 2012 Plan is approved by our stockholders, our potential dilution will be 21%.


Supplemental Equity Compensation Plan Information

        The following table provides information on the Company's equity compensation plans as of December 31, 2017.

Plan Category
 Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants, and Rights
(a)		 Weighted-Average
Exercise Price of
Outstanding Options,
Warrants, and Rights
(b)		 Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
in Column (a))
(c)		 

Equity compensation plans approved by security holders(1)

  7,609,728 $5.40  654,630(3)

Equity compensation plans not approved by security holders(2)

  1,110,250 $3.75  2,506,000(3)

Total

  8,719,978 $5.19  3,160,630 
(1)
Includes information regarding the 2012 Plan and the 2010 Plan.

(2)
Includes stock options granted to new employees in accordance with Nasdaq Listing Rule 5635(c)(4) as an inducement material to such employees entering into employment with the Company. The terms of these stock options are consistent with stock options granted under the Company's 2012 Plan. The number of shares remaining available for future issuance reflects shares reserved by the Board of Directors for future issuance to new employees in accordance with Nasdaq Listing Rule 5635(c)(4), as an inducement material to such employees entering into employment with the Company.

(3)
Excludes the Amended 2012 Plan and the Verastem, Inc. Employee Stock Purchase Plan (the "ESPP"), which are subject to stockholder approval in accordance with this Proposal No. 2 and Proposal No. 3.

Reasons for Seeking Stockholder Approval

        Our Board of Directors believes that the ability to grant equity compensation to all employees has been, and will continue to be, essential to the Company'sCompany’s ability to attract and retain the highest quality and highest performing employees and directors. OurThe Board of Directors also believes that equity compensation motivates our employees, including our executive officers, and our non-employee directors to contribute to the achievement


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of our corporate objectives and encourages the alignment of their interests with the interests of our stockholders. AfterThe significant decline in the price of our common stock has a reviewmeaningful negative impact on the total compensation earned by our key talent, which we believe to be a considerable challenge to our talent retention. The labor market in the pharmaceutical industry is highly competitive and there is a possibility that our competitors could offer equity incentives that are more attractive, which may impact our ability to retain talent. An effective and competitive equity incentive program is critical to retaining these employees and is thus critical to the success of our business.
Under applicable accounting rules, we will recognize a total of approximately $16.6 million in non-cash compensation expense related to these Eligible Options, $13.7 million of which was previously expensed as of September 30, 2023 and $2.9 million of which we continue to be obligated to expense, even if these stock options are never exercised because they remain underwater (excluding performance-based stock options with performance criteria deemed not probable of being achieved as of September 30, 2023). We believe the Option Exchange will allow us to recapture retentive and incentive value from the compensation expense that we record in our financial statements with respect to Eligible Options that are exchanged.
The Compensation Committee, in consultation with Pearl Meyers & Partners, LLC, its routine historical practiceindependent compensation consultant, evaluated several alternatives for remaining competitive within our industry and identified a stock option exchange program as one such potential alternative. As part of this evaluation, the Compensation Committee identified the likely participants in an estimationexchange program and analyzed the value of the Company's future growth,equity awards to be exchanged, the Company believesgeneral parameters of an exchange program, and the potential impact of an exchange program on our current hiring and retention goals. The Compensation Committee determined that the availability of 6,250,000 additionalOption Exchange was the most attractive alternative for the reasons set forth below.
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The Option Exchange Helps to Restore Retention and Motivation Incentives.   The stock options issued in the Option Exchange will replace underwater stock options. If the vesting conditions are met, these replacement stock options may be settled for shares of Common Stockcommon stock under our 2021 Plan. This could provide an economic benefit to participants, unlike the Amended 2012 Plan wouldEligible Options, which are substantially underwater and not currently able to provide a sufficient numberan economic benefit to participants, even if they are vested.
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•
The Option Exchange Will Allow us to Obtain Value for Previous Compensation Expense.   Our underwater stock options have exercise prices that were equal to the fair market value of shares to enableour common stock at the Companytime of grant. Under applicable accounting rules, we are required to continue to makerecognize compensation expense related to these options prior to vesting, even if they are never exercised. We believe that it is an inefficient use of corporate resources to recognize compensation expense on awards at historical averagethat are not valued by our employees. Replacing underwater options that result in compensation accounting expense but have little or no retention or incentive value with new stock options that will provide both enhanced retention and incentive value is a more efficient and effective compensation strategy.
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•
Vesting Schedules of Replacement Options will Provide Additional Retention Value.   None of the new stock options issued under the Option Exchange will be vested on the date of grant. Stock options issued in the Option Exchange in exchange for currently exercisable options will vest in two equal annual ratesinstallments over a two-year period from the grant date of such new stock options, generally subject to the participant’s continued employment or service with us through the applicable vesting date. Stock options issued in the Option Exchange in exchange for unvested time-based options will vest as to 25% of the shares underlying the option beginning one-year following the grant date, with the remaining shares vesting in equal quarterly installments over the next two years.

Summarythree years, generally subject to the participant’s continued employment or service with us through the applicable vesting date. Stock options issued in the Option Exchange in exchange for unvested performance-based options will vest on the later of achievement of the Amended 2012 Plan

        The following summary describesexisting performance criteria (i.e., the material termsperformance criteria applicable to the stock options will not change) or the first anniversary of the Amended 2012 Plan. This summary of the Amended 2012 Plan is not a complete description of all provisions of the Amended 2012 Plan and is qualified in its entirety by referencegrant date, generally subject to the Amended 2012 Plan,participant’s continued employment or service with us through the applicable vesting date. The Compensation Committee believes that implementing a new extended vesting schedule is appropriate because it encourages retention of key talent.

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Alternatives Considered
The Compensation Committee considered alternatives to the Option Exchange, including issuing new equity awards to employees, repricing the options with no change in vesting, exchanging underwater options for full value awards (such as restricted stock units), or increasing cash compensation. The Compensation Committee determined that the form attached hereto asAppendix B.


    Purpose

        The purpose of the Amended 2012 Plan isOption Exchange serves to advance thebest align executive and employee interests of our stockholders by enhancing the Company's ability to attract, retainwith shareholders’ interests and motivate persons who are expected to make important contributionsprovides appropriate performance and retention incentive with limited cost to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intendedno to better alignstockholders than the interests of such persons with thoseother alternatives.

Structure of the Company's stockholders.

    AdministrationOption Exchange

        Pursuant to

We anticipate that the Option Exchange will commence as soon as reasonably practicable following approval of this Proposal 1 by our stockholders (the “Commencement Date”). At the start of the Option Exchange, employees and non-employee directors holding eligible stock options will receive a written exchange offer that will set forth the precise terms of the Amended 2012 Plan,Option Exchange. The written offer will be governed by the tender offer rules of the SEC. On or before the Commencement Date, we will file the offer to exchange and other related documents with the SEC as part of a tender offer statement on Schedule TO. Eligible employees and non-employee directors who hold Eligible Options will be given at least 20 business days to elect to participate in the Option Exchange. Such eligible employees and non-employee directors must choose to participate in the program for all of their Eligible Options or none, and may not choose to exchange portions of Eligible Option grants or some Eligible Option grants and not others. Set forth below is a description of the key features of the Option Exchange.
Eligible Holders
The Option Exchange will be available to our Boardemployees, including our executive officers, and non-employee directors, who as of Directors administers the planCommencement Date are employees or non-employee directors of the Company and hold outstanding Eligible Options, as described herein, comprising the “Eligible Holders”. Participants in the Option Exchange must continue in their employment with, or service to, us through the date on which the surrendered options are cancelled, and replacement stock options are granted. Any individual who elects to participate in the Option Exchange but whose employment or service with us terminates for any reason before the date the new stock options are granted, including a termination due to voluntary resignation, retirement, involuntary termination, layoff, death or disability, would retain his or her Eligible Options subject to any limitationstheir existing terms and will not be eligible to receive new stock options in the Amended 2012 Plan, our Board of Directors has the authority to (1) grant awards; (2) adopt, amend and repeal such administrative rules, guidelines and practices relating to the Amended 2012 Plan as it deems advisable; (3) construe and interpret the terms of the Amended 2012 Plan and any award agreements entered into under the Amended 2012 Plan; and (4) correct any defect, supply any omission, or reconcile any inconsistency in the Amended 2012 Plan or any award. Our Board of Directors may delegate its authority to one of its committees, or one or more of its members, and, to the extent permitted by law, our officers. As used in this summary, the term "Administrator" refers to our Board of Directors and its authorized delegates, as applicable.

        Our Board of Directors has delegated authority to our Chief Executive Officer to grant awards under our Amended 2012 Plan. Under this delegation, our Chief Executive Officer has the power to make awards to all of our present or future employees, except himself, any other executive officer, and any other person that our Board of Directors or Compensation Committee may from time to time designate in writing as not being eligible. Under this delegation, our Chief Executive Officer is not authorized to grant options for more than 750,000 shares of Common Stock in the aggregate and is required to maintain a list of the options granted pursuant to this authority and report to our Compensation Committee upon request. The exercise price of such options is equal to the closing price of Common Stock on the date of grant.

    Eligibility

        Our employees, officers,Option Exchange.

While non-employee directors consultants and advisors are eligible to receive awards underparticipate in the Amended 2012 Plan. However, incentiveOption Exchange, their eligibility extends only to stock options may onlyreceived as a result of their service as a member of the Board of Directors. Any stock options non-employee directors hold as a result of their prior service as a former employee or executive are not Eligible Options and will therefore be granted to our employees.excluded from the Option Exchange. As a result, certain current members of September 30, 2018, approximately 169 employees, 7 directors and 20 consultants and advisorsthe Board of Directors would be eligible to participate in the Amended 2012 Plan, including allOption Exchange with respect to only a portion of the stock options with exercise prices of $15.00 per share or higher that they hold.
Eligible Options
As of November 30, 2023, Eligible Holders held outstanding options to purchase 2,269,848 shares of common stock with a weighted-average exercise price of $19.61 per share, of which 95% were underwater, meaning the exercise price of the option exceeded $6.89 (the closing price of a share of our executive officers.

    Authorized Shares

        Subjectcommon stock on that date). Of the stock options held by Eligible Holders, outstanding options to adjustmentpurchase 690,290 shares of common stock had an exercise price equal to or greater than $15.00 per share and otherwise met the criteria to be considered Eligible Options for purposes of the Option Exchange. The weighted-average exercise price and weighted-average remaining life of the Eligible Options is $34.78 and 6.0 years, respectively. No Eligible Options were issued after April 1, 2022 and were all issued at least 18 months from November 30, 2023.


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The following chart illustrates the breakdown of Eligible Options by their exercise price, as described below,of November 30, 2023.
[MISSING IMAGE: pc_grantprice-4c.jpg]
The following chart illustrates the breakdown of Eligible Options by the year in which they were granted, as of November 30, 2023.
[MISSING IMAGE: pc_grant-4c.jpg]
The following table sets forth the number of Eligible Options held by our named executive officers, our other executive officers as a group, our other non-employee directors, certain employees holding more than 5% of the total Eligible Options, and our other employees as a group.

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Eligible Stock Options​
Name​​
Unvested Eligible
Options
​​
Vested Eligible
Options
​​Total​
Daniel Paterson(1)
​​​​28,665​​​​​155,981​​​​​184,646​​
Daniel Calkins​​​​1,526​​​​​5,062​​​​​6,588​​
Brian Stuglik(2)
​​​​—​​​​​11,865​​​​​11,865​​
Robert Gagnon(3)
​​​​—​​​​​—​​​​​—​​
Other Non-Employee Directors as a Group(4)
​​​​—​​​​​48,603​​​​​48,603​​
Jon Pachter(1)(5)
​​​​19,173​​​​​73,094​​​​​92,267​​
Cathy Carew(5)
​​​​17,734​​​​​72,386​​​​​90,120​​
Louis Denis(5)
​​​​28,141​​​​​14,942​​​​​43,083​​
Other Employees as a Group​​​​71,574​​​​​141,544​​​​​213,118​​
TOTAL​​​​166,813​​​​​523,477​​​​​690,290​​
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(1)
Excludes certain options to purchase shares of Common Stockcommon stock with performance-vesting conditions held by Mr. Paterson and Mr. Pachter that vest based on the achievement of pre-determined stock price hurdles, which are reservednot Eligible Options for issuance under the Amended 2012 Plan, including uponpurposes of the exercise of incentiveOption Exchange. Mr. Paterson and Mr. Pachter hold 6,250 and 4,166 such market-based stock options, is 16,628,425 shares (including 140,910 sharesrespectively, which were issued on January 3, 2019.
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(2)
Mr. Stuglik was formerly the Company’s Chief Executive Officer until July 2023. Mr. Stuglik remains a member of Common Stock related to awards that were outstanding under the 2010 Plan and which terminatedBoard of Directors. Excludes stock options held by expiration, forfeiture, cancellation or otherwise).

        Shares of Common Stock underlying any award made under the 2012 Plan to the extent the award (1) expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right) or (2) results in any Common Stock not being issued (includingMr. Stuglik as a result of his prior service as an SAR that was settleable either in cashexecutive of the Company, including 170,691 stock options with an exercise price equal to or ingreater than $15.00 per share, as such stock actually being settled in cash) become available for issuance again under the Amended 2012 Plan. Shares of Common Stock thatoptions are retained or withheld by or deliverednot Eligible Options and, as such, would not be eligible to be exchanged pursuant to the Company to satisfy any purchase orOption Exchange.

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(3)
Mr. Gagnon was formerly the Company’s Chief Business and Financial Officer until October 2022. Mr. Gagnon is currently a member of the Board of Directors. Excludes 121,269 stock options with an exercise price equal to or tax withholding obligation are treatedgreater than $15.00 per share held by Mr. Gagnon as issued undera result of his prior service as an executive of the Amended 2012 Plan. SARs that may be settled only in cashCompany, as such stock options are not counted for

Eligible Options and, as such, would not be eligible to be exchanged pursuant to the Option Exchange.
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(4)

purposes

Non-employee directors may only exchange stock options granted in respect of determiningtheir service as members of the numberBoard of shares available for grant underDirectors. Options granted in respect of other employment with, or other service to, us are not eligible to be exchanged in the Amended 2012 Plan. IfOption Exchange. This total excludes stock options held by Brian Stuglik and Robert Gagnon.
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(5)
Employees holding greater than 5% of the Company grants an SAR in tandem with an690,290 total Eligible Options.
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Exchange Ratio
The Option Exchange is a one-for-one exchange. Thus, each Eligible Option will be replaced by a new option forcovering the same number of shares, of Common Stockbut with a new exercise price, term, and provides that only one such award may be exercised, only the shares covered by the option, and not the shares covered by the tandem SAR, will be counted for purposes of determining thevesting schedule. The overall number of shares available for grant under the Amended 2012 Plan, and the expiration of one in connection with the other's exercise will not restore shares to the Amended 2012 Plan.

    Individual Limits

        The maximum number of shares of Common Stock with respect to which awards may be granted to any participant under the Amended 2012 Plan is 1,142,857 per calendar year. For purposes of this limit on the maximum number of shares that may be awarded to any participant, the combination of an option in tandem with a stock appreciation right will be treated as a single award. The maximum amount of cash awards which may be granted to any participant under the Amended 2012 Plan is $5,000,000 per calendar year.

    Types of Awards

        The Amended 2012 Plan provides for the grant of incentive stock options non-statutory stock options, SARs, restricted stock awards, restricted stock units and other stock-based or cash awards. Dividends or dividend equivalents may also be provided in connection with awards underoutstanding will remain the Amended 2012 Plan.

    •
    Stock options and SARs.same. The Administrator may grant stock options, including incentive stock options, and SARs. A stock option is a right entitling the holder to acquire shares of Common Stock upon payment of the applicable exercise price. An SAR is a right entitling the holder upon exercise to receive an amount (payable in cash or shares of equivalent value) equal to the excess of the fair market value of the shares subject to the right over the base value from which appreciation is measured. The exercise price of each stock option, and the base value of each SAR, granted under the Amended 2012 Plan may not be less than 100% of the fair market value of a share on the date of grant. Other than in connection with certain changes in capitalization or reorganization events, stock options and SARs granted under the Amended 2012 Plan may not be repriced, amended to provide a for a lower exercise price or base value, or substituted for new stock options or SARs having a lowerwill have an exercise price equal to or base value, nor may any consideration be paid upon the cancellation of any stock options or SARs that have a per share exercise or base price greater than the fair market value of a shareour common stock at the time of the exchange.
Vesting Schedules for New Options
New stock option awards will not be vested on the date of such cancellation,grant. Stock options issued in each case, without stockholder approval. Each stock optionthe Option Exchange in exchange for currently exercisable options will vest in two equal annual installments on the first and SAR will have a maximum termsecond anniversaries of not more than ten years from the grant date of grant.

•
Restricted and unrestrictedthe new stock and stock units.  The Administrator may grant awards of shares, stock units, restricted stock and restricted stock units. A stock unit is an unfunded and unsecured promise, denominated in shares, to deliver shares or cash measured by the value of shares in the future, and a restricted stock unit is a stock unit that isoptions, generally subject to the satisfactionparticipant’s continued employment or service with us through the applicable vesting date. Stock options issued in the Option Exchange in exchange for unvested time-based options will vest as to 25% of specifiedthe shares underlying the option beginning on the one year anniversary of the grant date of the new stock options, with the remaining shares vesting in equal quarterly installments over the next three years, generally subject to the participant’s continued employment or service with us through the applicable vesting date. Stock options issued in the Option Exchange in exchange for unvested performance-based options will vest on the later of achievement

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of the existing performance criteria (i.e., the performance criteria applicable to the stock options will not change) or otherthe first anniversary of the grant date, generally subject to the participant’s continued employment or service with us through the applicable vesting conditions. Restricteddate.
Term for New Options
The new stock is an awardoptions will expire ten (10) years following the date on which the new options are granted.
Impact of Option Exchange on Surrendered Options
Under the terms of the Option Exchange, there will be no increase to the aggregate number of shares subject to restrictions requiring that theymay be redelivered or forfeitedgranted pursuant to the 2021 Plan, the 2012 Plan or the Inducement Program as a result of the Option Exchange.
Option Exchange Process
Additional information about how we expect to conduct the Option Exchange, if approved by stockholders, is set forth below. We may find it necessary or appropriate to change the terms of the Option Exchange to take into account our administrative needs; accounting rules; company policy decisions; or to comply with any comments we receive from the SEC. We may decide not to implement the Option Exchange even if specified conditions arestockholder approval of the Option Exchange is obtained, or we may delay, amend or terminate the Option Exchange once it is in progress, but the Option Exchange will not satisfied.

•
Performance awards.be materially amended in a manner more beneficial to Eligible Holders without first seeking additional stockholder approval. The Administratorfinal terms of the Option Exchange will be described in the exchange offer documents that will be filed with the SEC and available at www.sec.gov.
Overview of the Option Exchange Process
Upon commencement of the exchange period, Eligible Holders will receive written materials in the form of an “Offer to Exchange” setting forth the precise terms of the Option Exchange and may grant performance awards, which are awards subjectvoluntarily elect to performance criteria.

•
Other share-based awards.participate. On or before the commencement of the Option Exchange, we will file an Offer to Exchange with the SEC as part of a tender offer statement on Schedule TO. Eligible Holders, as well as stockholders and members of the public, will be able to obtain the Offer to Exchange and other documents filed by us with the SEC free of charge from the SEC’s website at www.sec.gov. The Administrator may grant other awardstender offer that are convertible into or otherwise based on our Common Stock, subject to such terms and conditions as it determines.

    •
    Substitute awards.  The Administrator may grant substitute awardswe will commence in connection with certain corporate transactions, which maythe Option Exchange is referred to herein as the “Exchange Offer.” Eligible Holders will have at least 20 business days following the Commencement Date to determine whether to elect to surrender Eligible Options in exchange for the same number of new stock options. If an Eligible Holder does not elect to participate in the Option Exchange, then his or her Eligible Options will remain outstanding in accordance with their current terms. Upon completion of the Option Exchange, surrendered stock options will be cancelled and new stock options will be granted.
The 2021 Plan will govern all terms and conditions that are inconsistent with the terms andor conditions of the Amended 2012 Plan.

    Vesting; Terms of Awards

        The Administrator determines the terms of all awards granted under the Amended 2012 Plan, including the time or times an award vests or becomes exercisable, the terms on which an award remains exercisable, and the effect of termination of a participant's employment or service on an award. The Administrator may at any time accelerate the vesting or exercisability of an award.

    Transferability of Awards

        Except as the Administrator may otherwise determine, awards maynew stock options not be transferred other than by will orspecifically addressed by the laws of descent and distribution.

    Effect of Certain Transactions

        Upon a merger or other reorganization event set forthOption Exchange described in this proxy statement. Additionally, it is anticipated that new options will be incentive stock options (that is, they will qualify for the Amended 2012 Plan,tax-favored treatment) to the Administrator may, in its sole discretion, take any one or moreextent allowable under Section 422 of the following actions asInternal Revenue Code and available for grant under our 2021 Plan.

Election to some or all outstanding awards other than restricted stock: (1) provide that all outstanding awards shall be assumed, or substantially equivalent awards shall be substituted, by the acquiring or successor corporation (or an affiliate thereof); (2) upon written notice to a participant, provide that all of the participant's unexercised awards will terminate immediately prior to the consummation of such reorganization event unless exercised by the participant; (3) provide that outstanding awards shall become exercisable, realizable or deliverable, or restrictions applicable to an award shall lapse, in whole or in part, prior to or upon such reorganization event; (4) in the event of a reorganization event pursuant to which holders of shares of Common StockParticipate
Eligible Holders will receive a cash payment for each share surrenderedtender offer document and will be able to voluntarily elect to participate in the reorganization event, makeOption Exchange. If you are both a stockholder and an employee or providenon-employee director holding stock options that are potentially eligible for the Option Exchange, note that voting to approve the Option Exchange does not constitute an election to participate in the Option Exchange. The written exchange offer documents described above will be provided if and when the Option Exchange is commenced, and you can only elect to participate after that time.
Impact of Option Exchange on Number of Options Issued
The Board of Directors has approved a cash payment toone-for-one exchange ratio under the participants with respect to each award held by a participant equal to (i)Option Exchange, such that the same number of sharesstock options will remain outstanding immediately before and after the Option Exchange, regardless of Common Stock subject toEligible Holder participation in the vested portion ofOption Exchange.

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Accounting Impact
The incremental compensation cost associated with the award (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such reorganization event) multiplied by (ii)Option Exchange will be measured as the excess, if any, of the cash payment forfair value of each share surrenderedaward of the new stock option granted to participants in the reorganization eventOption Exchange, measured as of the date the new stock options are granted, over the exercise, measurement or purchase pricefair value of such award and any applicable tax withholdings,the stock options surrendered in exchange for the termination of such award; or (5) provide that, in connection with a liquidation or dissolution, awards shall convert intonew stock options, measured immediately prior to the right to receive liquidation proceeds. The Administrator is not required to takecancellation. This incremental compensation cost will be recognized ratably over the same action with respect to all awards and may take different actions with respect to portionsvesting period of the same award. In the case of certain restrictednew stock units, no assumptionoptions. Any unrecognized compensation cost associated with stock options surrendered will be recognized in future periods subject to continued employment or substitution is permitted, and the restricted stock units will instead be settled in accordanceservice with the termsus.
Material U.S. Federal Income Tax Consequences of the applicable restrictedOption Exchange
The exchange of stock unit agreement.

        Upon the occurrence of a reorganization event other than a liquidation or dissolution, the repurchase and other rights with respect to outstanding restricted stock awards will continue for the benefit of the successor company and will, unless the Administrator may otherwise determine, apply to the cash, securities or other property into which shares of Common Stock are converted or exchangedoptions pursuant to the reorganization event. UponOption Exchange should be treated as a non-taxable exchange because the occurrence of a reorganization event involving a liquidation or dissolution, all restrictions and conditions on each outstanding restrictednew stock awardoptions will automatically be deemed terminated or satisfied, unless otherwise provided in the agreement evidencing the restricted stock award.

        At any time, the Administrator may, in its sole discretion, provide that any award under the Amended 2012 Plan will become immediately exercisable in full or in part, free of some or all restrictions or conditions, or otherwise realizable in full or in part.


    Amendments and Termination

        No award may be granted under the Amended 2012 Plan on or after January 10, 2022. Our Board of Directors may amend, suspend or terminate the Amended 2012 Plan at any time, except that stockholder approval may be required in accordance with applicable law or stock market requirements.

Federal Income Tax Consequences

        The following is a summary of some of the material federal income tax consequences associated with the grant andhave an exercise of awards under the Amended 2012 Plan under current federal tax laws and certain other tax considerations associated with awards under the Amended 2012 Plan. This summary deals with the general tax principles that apply and is provided only for general information. Certain types of taxes, such as state and local income taxes, are not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. The summary does not discuss all aspects of income taxation that may be relevant to a participant in light of his or her personal investment circumstances. This summarized tax information is not tax advice.

        Restricted Stock.    A participant who is awarded or purchases shares subject to a substantial risk of forfeiture generally does not have income until the risk of forfeiture lapses. When the risk of forfeiture lapses, the participant has ordinary incomeprice equal to the excess ofor greater than the fair market value of our common stock on the shares at that time overgrant date. Neither the purchase price, ifCompany, nor participants in the Option Exchange, should recognize any and a corresponding deduction is generally available toincome for U.S. federal income tax purposes upon the Company. However, a participant may make an election under Section 83(b)grant of the Internal Revenue Codenew stock options. To the extent permissible and available for grant under the 2021 Plan, new stock options granted under the Option Exchange will be incentive stock options for U.S. federal income tax purposes. Tax effects may vary in other countries; a more detailed summary of 1986, as amended (the "Code")tax considerations will be provided to be taxedall participants in the Option Exchange documents.

Financial Statements
Our consolidated financial statements and other information required by Item 13(a) of Schedule 14A under the Exchange Act are incorporated by reference from our Annual Report on restricted stock when it is acquired rather than later, whenForm 10-K for the substantial riskfiscal year ended December 31, 2022, filed with the SEC on March 14, 2023.
Interests of forfeiture lapses. A Section 83(b) election must be made not later than 30 days afterCertain Persons
In considering the transferrecommendation of the shares toBoard of Directors that our shareholders approve the participantOption Exchange Proposal, stockholders should be aware that our executive officers and must satisfy certain other requirements. A participant who makes an effective Section 83(b) election will realize ordinary income equal to the fair market value of the shares as of the time of acquisition less any price paid for the shares. A corresponding deduction will generally be available to the Company. Fair market value for this purpose is determined without regard to the forfeiture restrictions. If a participant makes an effective Section 83(b) election, no additional income results by reason of the lapsing of the restrictions.

        For purposes of determining capital gain or loss on a sale of shares awarded under the Amended 2012 Plan, the holding periodnon-employee directors have direct interests in the shares begins when the participant realizes taxable incomeadoption of this proposal, which may present them with respect to the transfer. The participant's tax basis in the shares equals the amount paid for the shares plus any income realized with respect to the transfer. However, if a participant makes an effective Section 83(b) election and later forfeits the shares, the tax loss realized as a resultconflicts of the forfeiture is limited to the excess of what the participant paid for the shares (if anything) over the amount realized (if any)interest in connection with the forfeiture.

        Incentive Stock Options.    In general, a participant realizes no taxable income uponrecommendation and approval of this proposal. As discussed above, current employees (including our named executive officers) and non-employee directors will be eligible to participate in the grant or exercise of an incentive stock option. However, the exercise of an incentive stock option may result in an alternative minimum tax liability to the participant. With some exceptions, a disposition of shares purchased under an incentive stock option within two years from the date of grant or within one year after exercise produces ordinary income to the participant (and generally a deduction to the Company) equal to the value of the shares at the time of exercise less the exercise price. Any additional gain recognized on the disposition is treated as a capital gain, for which the Company is not entitled to a deduction. If the participant does not dispose of the shares until after the expiration of these one- and two-year holding periods, any gain or loss recognized upon a subsequent sale is treated as a long-term capital gain or loss, for which the Company is not entitled to a deduction.

        Non-Statutory Stock Options.    In general, a participant has no taxable income upon the grant of a non-statutory stock option but realizes income in connection with exercise of the option in an amount


equal to the excess (at time of exercise) of the fair market value of the shares acquired upon exercise over the exercise price. A corresponding deduction is generally available to the Company. Upon a subsequent sale or exchange of the shares, any recognized gain or loss is treated as a capital gain or loss for which the Company is not entitled to a deduction. An incentive stock option that is exercised more than three months after termination of employment (other than termination by reason of death) is generally treated as a non-statutory stock option. Incentive stock options are also treated as non-statutory stock optionsOption Exchange to the extent they first become exercisable by an individual in any calendar year for shares having a fair market value (determined ashold Eligible Options and continue to be our employees or directors through the completion of the date of grant)Option Exchange. Therefore, in excess of $100,000.

        SARs.    The grant of a SAR does not itself result in taxable income, nor does taxable income result merely because a SAR becomes exercisable. In general, a participant who exercises a SAR for shares of stock or receives payment in cancellation of a SAR will have ordinary income equal to the amount of any cash and the fair market value of any stock received. A corresponding deduction is generally available to the Company.

        Restricted Stock Units.    The grant of a restricted stock unit does not itself result in taxable income. Instead, the participant is taxed upon delivery of the underlying shares (and a corresponding deduction is generally available to the Company). If the shares delivered are restricted for tax purposes, the participant will be subject to the rules described above for restricted stock.

        Section 162(m).    Section 162(m) generally disallows a deduction to a publicly held corporation and its affiliates for certain compensation paid to a "covered employee" in a taxable year in excess of $1,000,000, unless, for tax years beginning prior to January 1, 2018, the compensation satisfies the requirements of the "performance-based compensation" exception under Section 162(m). Outstanding stock options, SARs and certain performance awards granted under the Amended 2012 Plan on or prior to November 2, 2017 (and thus eligible for grandfathering) were generally intended to satisfy the requirementsrecommending adoption of this exception. However,proposal to our shareholders, the Administrator had discretionary authority to grant awards under the 2012 Plan not intended to satisfy the requirements of this exception.

        Certain Change in Control Payments.    Under Section 280G of the Code, the vesting or accelerated exercisability of stock options or the vesting and payment of other awards in connection with a change in control of a corporation may be required to be valued and taken into account in determining whether participants have received compensatory payments contingent on the change in control in excess of certain limits. If these limits are exceeded, a substantial portion of amounts payable to the participant, including income recognized by reason of the grant, vesting or exercise of awards, may be subject to an additional 20% federal tax and may be non-deductible to the Company.

New Plan Benefits

        Awards under the Amended 2012 Plan are subject to the discretion of our Board of Directors recognizes, and its delegatesour stockholders should be aware, that approval of this proposal may benefit certain of our executive officers and therefore, are not determinable at this time. Our Board of Directors and its delegates have full discretion to determine the shares subject to awards to be granted to participants under the Amended 2012, subject to the limits described above undernon-employee directors.

Vote RequiredSummary of the Amended 2012 Plan—Individual Limits.


Required Vote

        Approval of the Amended 2012 PlanThe Option Exchange Proposal requires the affirmative vote of the holders of shares of common stock representing a majority of the votes cast by holders of all shares of Common Stockcommon stock present in person or represented by proxy and voting onat the matter. Abstentions and broker non-votes will notSpecial Meeting, to be counted as shares voting on this matter and accordingly will have no effect on the approval of this Proposal No. 2.

approved.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR"
TO APPROVE THE ADOPTION OF THE AMENDED 2012 PLAN, INCLUDING AN AMENDMENT TO INCREASE THE NUMBER OF SHARES UNDER THE AMENDED 2012 PLAN BY 6,250,000 SHARESOPTION EXCHANGE PROPOSAL
(PROPOSAL NO. 21 ON YOUR PROXY CARD)


12
PROPOSAL NO. 3—ADOPTION OF A COMPANY EMPLOYEE STOCK PURCHASE PLAN
​

NON-EMPLOYEE DIRECTOR COMPENSATION

        At

Under our non-employee director compensation policy, each non-employee director receives an annual base retainer of $45,000. In addition, our non-employee directors were entitled to receive the Special Meeting, stockholders will be asked to approvefollowing cash compensation for Board and committee service in fiscal year 2022, as applicable:
Board and Committee Positions​​Fees​
Lead Director​​​$25,000​​
Audit Committee Chairperson​​​$20,000​​
Audit Committee Member​​​$10,000​​
Compensation Committee Chairperson​​​$15,000​​
Compensation Committee Member​​​$7,000​​
Nominating and Corporate Governance Committee Chairperson​​​$10,000​​
Nominating and Corporate Governance Committee Member​​​$5,000​​
Research and Development Committee Chairperson​​​$20,000​​
Research and Development Committee Member​​​$10,000​​
All amounts are paid in quarterly installments.
In addition, our non-employee directors receive stock options as compensation for their service on the adoptionBoard of the Verastem, Inc. Employee Stock Purchase Plan (the "ESPP"). The ESPPDirectors. Each non-employee director who was adopted by ourserving on the Board of Directors on November 9, 2018.

        The purpose of the ESPP is to enable eligible employees of the Company and certain of its subsidiaries to use payroll deductions to purchase shares of Common Stock and thereby enhance the sense of participation in the affairs of the Company. Our Board of Directors believes that providing eligible employees with the opportunity to acquire an ownership interest in the Company has been, and will continue to be, essential to the Company's ability to attract and retain the highest quality and highest performing employees. Our Board of Directors also believes that the ownership of shares of Common Stock by our employees motivates our employees to contribute to the achievement of our corporate objectives and our success. As described below, the ESPP is designed to satisfy the requirements of an "employee stock purchase plan" under Section 423 of the Code. Such qualification will provide potential additional tax benefits to employees, in addition to the general plan benefit of enabling them to share in the ownership of the Company.

        The maximum aggregate number of shares of Common Stock that may be purchased under the ESPP will be 2,000,000 (the "ESPP Share Pool"), subject to adjustment as provided for in the plan. The ESPP Share Pool represents approximately 3% of the total number of shares of Common Stock outstanding as of September 30, 2018. In establishing the ESPP Share Pool, our Board of Directors considered the potential dilutive impact to stockholders, the projected participation rate, equity plan guidelines established by certain proxy advisory firms and advice provided by outside counsel.

Summary of the ESPP

        The following summary describes the material terms of the ESPP. This summary is not a complete description of all provisions of the ESPP and is qualified in its entirety by reference to the ESPP, in the form attached hereto asAppendix C. As of the date of this proxy, no options to purchase shares of Common Stock have been granted under the ESPP.

    Purposes

        The purposes of the ESPP are to attract, retain and reward eligible employees, to incentivize them to generate stockholder value, to enable them to participate in our growth and to align their interests with the interests of our stockholders. The ESPP is intended to qualify as an "employee stock purchase plan" under Section 423 of the Code.


    Administration

        The ESPP will be administered by our Compensation Committee, which will have the authority to interpret the ESPP, determine eligibility under the ESPP, prescribe forms, rules and procedures relating to the ESPP, and otherwise do all things necessary or appropriate to carry out the purposes of the ESPP. Our Compensation Committee may delegate such of its duties, powers and responsibilities as it may determine to one or more of its members, members of our Board of Directors and, to the extent permitted by law, our officers, and may delegate to employees and other persons such ministerial tasks as it deems appropriate. As used in this summary, the term "Administrator" refers to our Compensation Committee and its authorized delegates, as applicable.

    Shares subject to the ESPP

        Subject to adjustment as described below, 2,000,000 shares of Common Stock are available for purchase pursuant to the exercise of options under the ESPP. Shares to be delivered upon exercise of options under the ESPP may be authorized but unissued stock, treasury stock, or stock acquired in an open-market transaction. If any option granted under the ESPP expires or terminates for any reason without having been exercised in full or ceases for any reason to be exercisable in whole or in part, the unpurchased shares subject to such option will again be available for purchase under the ESPP.

    Eligibility

        Participation in the ESPP will generally be limited to our employees and employees of any subsidiaries listed by the Administrator on an exhibit to the ESPP (i) who have been continuously employed by us or one of our subsidiaries, as applicable, for a period of at least 30 days as of the first day of an applicable offering period, (ii) whose customary employment with us is for more than five months per calendar year and (iii) who customarily work 20 hours or more per week. The Administrator may establish additional or other eligibility requirements, or change the requirements described in this paragraph, to the extent consistent with Section 423prior year’s annual meeting of the Code. Any employee who owns (or is deemed under statutory attribution rules to own) shares possessing five percent or moreCompany’s stockholders receives an annual award of the total combined voting power or value of all classes of shares of us or our parent or subsidiaries, if any, will not be eligible to participate in the ESPP. As of September 30, 2018, approximately 164 employees would be eligible to participate in the ESPP, including all of our executive officers.

    General terms of participation

        The ESPP allows eligible employees to purchase shares during specified offering periods. Unless otherwise determined by the Administrator, offering periods under the ESPP will be six months in duration and commence on the first business day of January and July of each year. During each offering period, eligible employees will be granted an option to purchase shares of Common Stockcommon stock, which vests on a monthly basis over a one-year period, subject to the director’s continued service on the last business dayBoard of Directors (the “Annual Grant”). In 2022, the offering period. A participant mayAnnual Grant consisted of an option to purchase a maximum of 3,3335,208 shares of Common Stock with respectcommon stock (as adjusted to any offering period (or such lesser number asreflect the Administrator may prescribe)1-for-12 reverse stock split). No participant will be grantedDuring 2022, newly appointed non-employee directors received a one-time initial award of an option under the ESPP that permits the participant's right to purchase shares of Common Stock undercommon stock with respect to a number of shares as follows (a) 10,416 shares (as adjusted to reflect the ESPP1-for-12 reverse stock split) (an “Initial Grant”) plus (b) a pro-rata amount equal to (i) the Annual Grant to non-employee directors at the last annual meeting preceding the date the director commences service multiplied by (ii) the quotient of the number of days between the date the director commences Board service and under all other employee stock purchase plans of us or our parent or subsidiaries, if any, to accrue at a rate that exceeds $25,000 in fair market value (or such other maximum as may be prescribed by the Code)vesting end date for each calendar year during which any optionthe Annual Grant granted to the participantnon-employee directors on the last annual meeting preceding the date the director commences Board service, and 365 days, with such grant rounded down to the nearest whole share (the “Pro-Rata Annual Grant”). The Initial Grant vests evenly on a quarterly basis over three years. The Pro-Rata Annual Grant vests evenly on a monthly basis until the vesting end date of the Annual Grant granted to non-employee directors at the last annual meeting preceding the date the director commences Board service. All awards are subject to the director’s continued service on the Board of Directors on each respective vesting date.

Mr. Stuglik, our former Chief Executive Officer, did not receive compensation for his service as a director during the fiscal year 2022. Mr. Stuglik’s compensation is outstanding at any time, determineddescribed under the heading “Named Executive Officer Compensation” below.

13
​

2022 Director Compensation
The following table summarizes the compensation paid to or earned by our directors during the year ended December 31, 2022:
Name​​
Fees Earned or
Paid in Cash ($)
​​
Option
Awards ($)(1)(2)
​​Total ($)​
Timothy Barberich(3)
​​​​17,500​​​​​—​​​​​17,500​​
Paul Bunn, M.D.​​​​55,000​​​​​48,153​​​​​103,153​​
Robert Gagnon​​​​2,177​​​​​52,084​​​​​54,261​​
John Johnson​​​​62,000​​​​​48,153​​​​​110,153​​
Anil Kapur​​​​10,344​​​​​36,375​​​​​46,719​​
Michael Kauffman, M.D., Ph.D.​​​​100,500​​​​​48,153​​​​​148,653​​
Michelle Robertson​​​​65,000​​​​​48,153​​​​​113,153​​
Eric Rowinsky, M.D.​​​​70,000​​​​​48,153​​​​​118,153​​
Lesley Solomon​​​​60,000​​​​​48,153​​​​​108,153​​
Karin Tollefson, Pharm.D.(4)
​​​​—​​​​​—​​​​​—​​
Brian Stuglik(5)
​​​​—​​​​​—​​​​​—​​
​
(1)
Amounts shown represent the aggregate grant date fair value of stock option awards granted to the director and calculated in accordance with Section 423Financial Accounting Standards Board Accounting Standard Codification Topic 718 (“FASB ASC Topic 718”). For information regarding assumptions underlying the value of stock awards, see Note 8 to our financial statements and the Code.

discussion under Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Critical Accounting Policies and Significant Judgments and Estimates — Stock-Based Compensation,” of our Annual Report on Form 10-K for the year ended December 31, 2022.

​
(2)
The purchase pricenumber of each sharestock options awarded to any non-employee director who received a grant during 2022 was 5,208 options, with the exception of Common Stock issued pursuantMessrs. Gagnon and Kapur. Messrs. Gagnon and Kapur received 12,827 stock options and 13,598 stock options, respectively. The stock options granted to Messrs. Gagnon and Kapur reflect 10,416 stock options as a result of their new appointments in 2022 plus 2,411 stock options and 3,182 stock options, respectively, to reflect the time they served on the Board of Directors in 2022 and the portion of time served in 2023 prior to the exerciseAnnual Meeting. As of an option under the ESPP on an exercise date will be 85% (or such greater percentage as specified by the Administrator) of the lesser of: (a) the fair market value of a share of Common Stock date the option


is granted, which will be the first day of the offering period, and (b) the fair market value of a share of Common Stock on the exercise date, which will the last business day of the offering period.

        The Administrator has the discretion to change the commencement and exercise dates of offering periods, the purchase price, the maximum number of shares that may be purchased with respect to any offering period, the duration of any offering periods and other terms of the ESPP, in each case, without stockholder approval, except as required by law.

        Participants in the ESPP will pay for shares purchased under the ESPP through payroll deductions. Participants may elect to authorize payroll deductions between one and ten percent of the participant's eligible compensation each payroll period.

    Adjustments

        In the event of any change in our outstanding stock by reason of a stock dividend, stock split, reverse stock split, split-up, recapitalization, merger, consolidation, reorganization, or other capital change,December 31, 2022, the aggregate number of equity awards held by each non-employee director was as follows: Mr. Barberich, 18,546 stock options; Dr. Bunn, 11,321 stock options; Mr. Gagnon 134,096 stock options and type of shares available for purchase under12,111 unvested restricted stock units; Mr. Johnson, 13,757 stock options; Mr. Kapur 13,598 stock options; Dr. Kauffman, 22,869 stock options; Ms. Robertson, 10,499 stock options; Dr. Rowinsky, 17,780 stock options; and Ms. Solomon, 11,321 stock options. Numbers in this footnote have been adjusted to reflect the ESPP,1-for-12 reverse stock split.

​
(3)
On March 23, 2022, Mr. Barberich retired from the maximum number and type of shares purchasable during an offering period, and the purchase price per share will be appropriately adjusted.

    Corporate transactions

        In the event of a sale of all or substantially all of the stock of the Company, a sale of all or substantially all of the assets of the Company, or a merger or similar transaction in which the Company is not the surviving corporation or that results in the acquisition of the Company by another person, the Administrator may provide that each outstanding option will be assumed or substituted for or will be cancelled and the balances of participants' accounts returned, or that the option period will end before the date of the proposed corporate transaction.

    Amendments and termination

        Our Board of Directors has discretioneffective March 31, 2022. On April 1, 2022, we entered into a consulting agreement with Mr. Barberich through March 31, 2023, which permitted Mr. Barberich to amendretain the ESPPability to exercise his stock options through the end of his consultancy period. We did not pay any extent andconsulting fees to Mr. Barberich in any manner it may deem advisable, provided that any amendment that would be treated as2022.

​
(4)
On May 15, 2023, Dr. Tollefson was elected to the adoption of a new plan for purposes of Section 423 of the Code will require stockholder approval. Our Board of Directors may suspend or terminateat the ESPP at any time.

Federal Income Tax Information

        The following is a summary of some of the material federal income tax consequences to participants in the ESPP under current federal tax laws. This summary deals with the general tax principles that apply and is provided only for general information. Certain types of taxes, such as state and local income taxes, areAnnual Meeting. Dr. Tollefson did not discussed. Tax laws are complex and subject to change and may vary depending on individual circumstances and from locality to locality. The summary does not discuss all aspects of income taxation that may be relevant to a participant in light of his or her personal investment circumstances. This summarized tax information is not tax advice.

        The ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Section 423 of the Code. The ESPP is not subject to any provisions of the Employee Retirement Income Security Act of 1974.

        Under the applicable Code provisions, no income will be taxable to a participant until the sale or other disposition of the shares of Common Stock purchased under the ESPP (the "ESPP shares"). Upon such sale or disposition, the participant will generally be subject to tax in an amount that depends upon the participant's holding period with respect to the ESPP shares. If the ESPP shares are sold or disposed of more than two yearsreceive compensation from the first day of the offering period and more than one


year from the date of purchase, or upon the participant's death while owning the ESPP shares, the participant will recognize ordinary income measured as the lesser of (1) the excess of the fair market value of the ESPP shares at the time of such sale or disposition over the purchase price or (2) an amount equal to the excess of the fair market value of the ESPP shares as of the first day of the offering period over the purchase price. Any additional gain will be treated as long-term capital gain. If the ESPP shares heldCompany for the periods described above are sold and the sale price is less than the purchase price, there is no ordinary income and the participant has a long-term capital loss equal to the difference between the sale price and the purchase price. If shares are sold or otherwise disposed of before the expiration of the holding periods described above, other than following the participant's death while owning the shares, the participant will recognize ordinary income generally measured as the excess of the fair market value of the ESPP shares on the date the ESPP shares are purchased over the purchase price. Any additional gain or loss on such sale or disposition will be long-term or short-term capital gain or loss, depending on the participant's holding period with respect to the ESPP shares. We arefiscal year 2022.

​
(5)
Mr. Stuglik, our former Chief Executive Officer, did not entitled to a deductionreceive compensation for amounts taxed as ordinary income or capital gain to a participant except to the extent of ordinary income recognized upon a sale or disposition of shares prior to the expiration of the holding periods described above. We will treat any transfer of record ownership of shareshis service as a disposition, unless we are notified todirector during the contrary. In order to enable us to learn of dispositions prior to the expiration of the holding periods described above and ascertain the amount of the deductions to which we are entitled, participating employees will be required to notify us in writing of the date and terms of any disposition of shares purchased under the ESPP.

fiscal year 2022.

​
New Plan Benefits

        The amounts of future stock purchases under the ESPP are not determinable because, under the terms of the ESPP, purchases are based upon elections made by participants. Future purchase prices are not determinable because they are based upon fair market value of shares of Common Stock.

Required Vote

        Approval of the ESPP requires the affirmative vote of the holders of a majority of the shares of Common Stock present in person or represented by proxy and voting on the matter. Abstentions and broker non-votes will not be counted as shares voting on such matter and accordingly will have no effect on the approval of this Proposal No. 3.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR"
ADOPTION OF THE ESPP
(PROPOSAL NO. 3 ON YOUR PROXY CARD)



NAMED EXECUTIVE OFFICER COMPENSATION

        The following Named Executive Officer Compensation and related compensation tables were previously included in the Company's definitive proxy statement for its 2018 annual meeting of stockholders held on May 16, 2018. The Company has included this disclosure in this proxy statement for the Special Meeting as required by Schedule 14A and related rules

This section provides an overview of the SEC.

        Ourcompensation awarded to, earned by, or paid to our named executive officers in respect of their service to us for theour fiscal year ended December 31, 2017 were:

    2022. Our named executive officers are:
•
Robert Forrester,
Daniel Paterson, our President and Chief Executive Officer;
​

14
​

•
Daniel Calkins, our Chief Financial Officer;
​
•
•
Julie B. Feder,
Brian Stuglik, our former Chief FinancialExecutive Officer; and
​
•

•
Diep Le, M.D., Ph.D.,
Robert Gagnon, our former Chief MedicalBusiness and Financial Officer.

​
Summary Compensation Table

The following table provides information regarding the total compensation for services rendered in all capacities that was earned during the fiscal year indicated by our named executive officers for 2017.

fiscal years 2022 and 2021 (or fiscal year 2022 in the case of Mr. Calkins).
Name and Principal Position​​Year​​Salary ($)​​
Stock
Awards ($)(1)
​​
Option
Awards ($)(2)
​​
Non-Equity
Incentive
Plan 
Compensation
($)(3)
​​
All Other
Compensation
($)(4)
​​Total ($)​
Daniel Paterson(5)
President and Chief Executive
Officer and Former Chief
Operating Officer
​​​​2022​​​​​470,000​​​​​—​​​​​—​​​​​206,687​​​​​21,290​​​​​697,977​​
​​​2021​​​​​460,000​​​​​494,790​​​​​628,538​​​​​230,000​​​​​20,390​​​​​1,833,718​​
Daniel Calkins(6)
Chief Financial Officer and Former Vice President of
Finance
​​​​2022​​​​​221,731​​​​​30,601​​​​​34,279​​​​​72,900​​​​​16,036​​​​​375,547​​
Brian M. Stuglik(7)
Former Chief Executive
Officer
​​​​2022​​​​​624,000​​​​​—​​​​​—​​​​​356,733​​​​​49,290​​​​​1,030,023​​
​​​2021​​​​​600,000​​​​​1,527,058​​​​​1,249,896​​​​​390,000​​​​​48,390​​​​​3,815,344​​
Robert Gagnon(8)
Former Chief Business
and Financial Officer
​​​​2022​​​​​368,076​​​​​—​​​​​—​​​​​—​​​​​21,176​​​​​389,252​​
​​​2021​​​​​415,000​​​​​571,960​​​​​515,563​​​​​174,000​​​​​20,390​​​​​1,696,913​​
​
Name and Principal Position
 Year Salary($) Bonus($) Option
Awards
($)(1)		 Non-Equity
Incentive
Plans ($)(2)		 All Other
Compensation
($)(3)		 Total ($) 

Robert Forrester

  2017  535,000  —  294,804  321,000  15,014  1,165,818 

Chief Executive Officer

  2016  525,000  —  245,844  321,000  12,690  1,104,534 

Julie B. Feder(4)

  2017  150,385  —  878,024  60,000  6,708  1,095,117 

Former Chief Financial Officer

                      

Diep Le, M.D. Ph.D.(5)

  2017  76,923  95,000(6) 1,125,863  40,000  3,365  1,341,151 

Former Chief Medical Officer

                      
(1)
(1)
The amounts reflectshown in this column represent the dollar amount of the aggregate grant date fair value of time-based restricted stock unit awards granted during the year determined in accordance with FASB ASC Topic 718. The aggregate grant date fair value of time-based restricted stock units was determined by multiplying the closing price of our common stock on the date of grant by the number of restricted stock units.
​
(2)
The amounts shown in this column represent the aggregate grant date fair value of option awards granted during the year computed in accordance with the provisions of FASB ASC Topic 718. For information regarding assumptions underlying the value of stockoption awards, see Note 78 to our financial statements and the discussion under Part II, Item 7 "Management's“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operations — Critical Accounting Policies—Policies — Stock-Based Compensation,"” of our Annual Report on Form 10-K for the year ended December 31, 2017.2022.
​
(3)

(2)
The amounts shown for non-equity incentive plan compensation represent annual bonus amounts earned for the fiscal years ended December 31, 20172022 and 2016. Amounts2021, as applicable to the named executive officer. Bonus amounts earned for 20172022 were paid in 2018,2023, and bonus amounts earned in 2016for 2021 were paid in 2017.2022.
​
(4)

(3)
The amounts shown represent the sum of 401(k) plan contributions, Health Savings Accounthealth savings account (“HSA”) contributions, and the dollar value of life insurance premiums paid by the Company for the applicableeach named executive officer. HSA contributions and payment of life insurance premiums are broad-based benefits provided to all of our salaried employees on the same basis and do not discriminate in favor of the executive officers. They are included in this column to be consistent with our prior disclosure. The amount for Mr. Stuglik for 2022 and 2021 also includes a perquisite allowance ($30,000). The individual amounts for the 401(k) plan contributions for each of the named executive officers included in the
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15
(4)
Ms. Feder served
​

amounts above are as ourfollows: $17,400 each for Mr. Stuglik, Mr. Paterson, and Mr. Gagnon in 2021; $18,300 each for Mr. Stuglik, Mr. Paterson, and Mr. Gagnon in 2022; and $13,304 for Mr. Calkins in 2022.
(5)
Mr. Paterson was appointed President and Chief Executive Officer, effective August 1, 2023.
​
(6)
Mr. Calkins commenced serving as the Company’s interim principal financial officer and principal accounting officer upon Mr. Gagnon’s departure from the Company in October of 2022. Mr. Calkins was appointed Chief Financial Officer fromin October 2023.
​
(7)
Mr. Stuglik ceased to be employed by the Company, effective July 201731, 2023 but remained on the Board of Directors. Mr. Stuglik did not earn income as a member of Board of Directors in the fiscal years ending in 2021 or 2022.
​
(8)
Mr. Gagnon ceased to May 2018.

(5)
Dr. Le servedbe employed by the Company, effective October 31, 2022, and, on December 13, 2022, he joined the Board of Directors. Amounts shown here exclude compensation Mr. Gagnon earned as a member of the Board of Directors, which is reported under “2022 Director Compensation” above. For details about the compensation Mr. Gagnon earned in connection with his role as a member of the Board of Directors, refer to the “2022 Director Compensation” section above.
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Competitive Market Data
Market practices are one of the considerations taken into account when determining the compensation of our Chief Medical Officer from October 2017executive officers. The Compensation Committee used peer group compensation data as a reference point in setting pay levels for executives for fiscal year 2022. These peers were chosen primarily based on selection criteria, as defined by the Compensation Committee. In the selection process, the Compensation Committee sought to October 2018.

(6)
develop a group that reflected Verastem’s then current and projected near-term state by blending companies (i) in clinical stage development, (ii) in oncology or rare disease, and (iii) targeted therapy. We selected companies which had market capitalizations between approximately $250,000,000 and $2,000,000,000. During the peer selection process, preference was given to Massachusetts-based companies, companies pursuing oncology indication or rare disease, and with an employee workforces between 20 and 200 employees as of the last fiscal year. The amount reflectsCompensation Committee determined that our peer group to be used for 2022 compensation comparisons and decisions would be as follows:
​Evelo Biosciences,Inc.​​Replimune Group, Inc.​
​Forma Therapeutics Holdings, Inc.​​Rubius Therapeutics, Inc.​
​ImmunoGen, Inc.​​Scholar Rock Holding Corporation​
​Jounce Therapeutics, Inc.​​Seres Therapeutics, Inc.​
​Kura Oncology, Inc.​​Surface Oncology, Inc.​
​Leap Therapeutics, Inc.​​Syndax Pharmaceuticals, Inc.​
​MEI Pharma, Inc.​​Syros Pharmaceuticals, Inc.​
​Mersana Therapeutics, Inc.​​ZIOPHARM Oncology, Inc.​
​Pieris Pharmaceuticals, Inc.​​​​
2022 Base Salary and Bonus
The employment agreement with each named executive officer, described below, establishes a one-time sign-on bonusbase salary for such officer, which is subject to discretionary increase. None of $95,000 paidour executive officers are entitled to Dr. Le.

Outstanding Equity Awards at Fiscal Year-End

        The following table provides information regarding equity awards held by eacha guaranteed salary increase. Each of our named executive officers that were outstanding as of December 31, 2017.

are paid a base salary reflecting their skill set, experience, performance, role and responsibilities. The base salaries are provided to attract, retain, and reward talented executives needed to drive our business.
Name​​
2021
Base Salary
​​
2022
Base Salary
​​Increase ($)​​Increase (%)​
Brian M. Stuglik​​​$600,000​​​​$624,000​​​​$24,000​​​​​4.0%​​
Daniel Paterson​​​$460,000​​​​$470,000​​​​$10,000​​​​​2.2%​​
Robert Gagnon​​​$415,000​​​​$435,000​​​​$20,000​​​​​4.8%​​
Daniel Calkins​​​$200,200​​​​$215,000(a)​​​​$14,800​​​​​7.4%​​
 
 Option Awards 
Name
 Number of
Securities
Underlying
Unexercised
Options
Exercisable (#)		 Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#)		 Option
Exercise
Price ($)		 Option
Expiration
Date		 

Robert Forrester

  250,000  —(1) 9.85  1/15/2023 

  50,000  —(2) 14.18  9/17/2023 

  250,000  —(3) 13.59  1/7/2024 

  250,000  —(4) 13.59  1/7/2024 

  185,963  84,525(5) 9.19  1/8/2025 

  268,000  —(6) 2.13  11/8/2025 

  132,000  —(7) 1.86  1/1/2026 

  100,000  —(8) 1.37  6/14/2026 

  —  360,000(9) 1.20  1/9/2027 

Julie B. Feder

  —  370,000(10) 3.45  7/10/2027 

Diep Le, M.D. 

  —  300,000(11) 4.63  10/9/2027 

  —  70,000(12) 4.63  10/9/2027 

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(1)
This option was granted
​

​
(a)
Effective September 19, 2022, Mr. Calkins received a salary increase to $240,000 upon promotion to Vice President, Finance as further described below under “Daniel Calkins” heading.
​
As described below, each named executive officer has a target annual bonus based on January 15, 2013. The option veststheir base salary earned with respect to the applicable year, as set forth in his employment agreement. Our executives are provided a cash bonus incentive to 25%promote and reward the achievement of short-term objectives that directly correlate to the shares underlying the optionenhancement of long-term stockholder value, as well as facilitate executive retention. Each named executive officer’s target annual bonus for 2022, as a percentage of base salary, was: Mr. Stuglik, 65%; Mr. Paterson, 50%; Mr. Gagnon 40% and Mr. Calkins, 30%. Annual bonuses for 2022 for our named executive officers were based on the first anniversaryachievement of Company performance metrics established by the grant dateCompensation Committee, as well as individual performance. For 2022, the Compensation Committee set Company performance metrics which included:
(1)
clinical development goals for our registration directed clinical trials,
​
(2)
certain business development goals,
​
(3)
certain investor goals, and thereafter,
​
(4)
certain employee retention goals.
​
The bonus payout amounts for Mr. Stuglik and Mr. Paterson were calculated by the Compensation Committee and bonus payout amount for Mr. Calkins was calculated by our senior leadership team. Mr. Gagnon ceased to be employed by the Company effective October 31, 2022, and in connection with his termination, did not receive an annual bonus for 2022. As listed below, the bonus payout amounts for 2022 were based on approximately 90% corporate 2022 goals achievement as to 6.25% of the shares underlying the option at the endwell as an assessment of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.

(2)
This option was granted on September 17, 2013. The option vests as to 6.25% of the shares underlying the option on October 1, 2013 and, thereafter, as to 6.25% of the shares underlying the option at the end of each successive three- month period until July 1, 2017.

(3)
This option was granted on January 7, 2014. The option vests as to 25% of the shares underlying the option on July 1, 2014 and, thereafter, as to 6.25% of the shares underlying the option on the last day of each calendar quarter after such date, through June 30, 2017.

(4)
This option was granted on January 7, 2014. The option vests as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, as to 6.25% of the shares underlying the option on the last day of each calendar quarter after such date, through December 31, 2017.

(5)
This option was granted on January 8, 2015. The option vests as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.

(6)
This option was granted on November 9, 2015. The option vests as to 50% of the shares underlying the option on the first anniversary of the grant date and, thereafter, asnamed executive officer’s individual performance with respect to the remaining 50%achievement of the shares underlying the option on the second anniversary of the grant date.

(7)
This option was granted on January 1, 2016. The option vests as to 50% of the shares underlying the option on November 9, 2016 and, thereafter, as to the remaining 50% of the shares underlying the option on November 9, 2017.

(8)
This option was granted on June 14, 2016. The option vested as to 50% of the shares underlying the option upon satisfaction of a certainour 2022 corporate performance milestone by June 2017, and as to the remaining 50% of the shares underlying the option upon satisfaction of a certain performance milestone in September 2017.
goals:
Name​​Target Bonus​​Bonus Payout​
Brian M. Stuglik​​​$405,600​​​​$356,733​​
Daniel Paterson​​​$235,000​​​​$206,687​​
Daniel Calkins​​​$72,000​​​​$72,900​​
Agreements with Named Executive Officers

(9)
This option was granted on January 9, 2017. The option vests as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.

(10)
This option was granted on July 10, 2017. The option vests as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.

(11)
This option was granted on October 9, 2017. The option vests as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.

(12)
This option was granted on October 9, 2017. The option vests as to 100% of the shares underlying the option upon satisfaction of a certain performance milestone.

Pension Benefits and Deferred Compensation

        We maintain a defined contribution employee retirement plan for our employees. Our 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(a) of the Code. Employee contributions may be made on a pre-tax basis or after-tax (Roth) basis. The 401(k) plan provides for employer matching contributions equal to (1) 100% of employee deferral contributions up to a deferral rate of 3% of eligible compensation plus (2) 50% of employee deferral contributions up to a deferral rate of an additional 2% of eligible compensation.

EMPLOYMENT AGREEMENTS

We have entered into an employment agreement with each of our named executive officers. Each of the employment agreements provides that employment will continue for an indefinite period until either the Company or the employee provides written notice of termination in accordance with the terms of the agreement.

The terms “cause”, “good reason” and “change in control” referred to below are defined in each named executive officer’s employment agreement.

Robert ForresterBrian M. Stuglik

Prior to the termination of his employment in July 2023, Mr. Stuglik had been party to an employment agreement with the Company, pursuant to which he was entitled to an annual base salary and eligible to receive a target bonus equal to a percentage of his base salary. Effective January 1, 2022, Mr. Stuglik’s annual base salary was $624,000. Pursuant to his amended and restated employment agreement, Mr. Stuglik was eligible to receive a bonus of 65% of his annual base salary and a perquisite allowance at a rate of $2,500 per month.
In connection with Mr. Stuglik’s retirement in July 2023, he was paid a cash bonus in the amount of $421,850 in recognition of his contributions to the Company’s achievement of its 2023 fiscal year initiatives. Mr. Stuglik remains on the Board of Directors and is eligible to receive annual cash retainer fees and an annual stock option grant in accordance with the Company’s director compensation policy.
Daniel Paterson
Pursuant to his prior employment agreement, entered into as of JulyMarch 1, 2013,2012, Mr. ForresterPaterson was entitled to an initial base salary, of $490,000, subject to increase from time to time by the Board of Directors. As ofDirectors and which

17
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was subsequently increased. Effective January 1, 2018,2022, Mr. Forrester'sPaterson’s annual base salary is $555,000.was $470,000. Pursuant to his prior employment agreement, Mr. ForresterPaterson was eligible to receive a bonus equal to a percentage of his annual base salary, which has subsequently been increased.
In connection with Mr. Paterson’s appointment as President and Chief Executive Officer in August 2023, the Company entered into a new employment agreement with Mr. Paterson replacing and superseding the prior employment agreement between Mr. Paterson and the Company described above. Under his new employment agreement, Mr. Paterson will receive an initial annual base salary of $600,000 and is eligible to receive a bonus of 60%equal to a percentage of his current annual base salary. Subject to Mr. Forrester'sPaterson’s execution and non-revocation of an effective release of claims, Mr. ForresterPaterson would be entitled to the severance payments described below if we terminate his employment without cause as defined in his employment agreement, or if Mr. ForresterPaterson terminates his employment for good reason, as defined in his employment agreement.

reason.

If Mr. Forrester'sPaterson’s employment is terminated by us without cause or by Mr. ForresterPaterson for good reason, absent a change in control, as defined in his employment agreement, we wouldhe will be obligated, (1)entitled to pay Mr. Forrester hisreceive the following severance benefits: (i) twelve months of base salary forcontinuation, (ii) if Mr. Paterson exercises his right to continue participation in our health and dental plans under the federal law known as COBRA, a periodmonthly cash amount equal to the full premium cost of that participation for 12 months following(or, if earlier, until the time when Mr. Paterson becomes eligible to enroll in the health or dental plan of a new employer), (iii) a pro-rata portion of his target annual bonus amount for the year in which the termination occurs, calculated based on the number of his employment, (2) to accelerate thedays Mr. Paterson was employed by us in such year, (iv) accelerated vesting of the portion of any equity awards granted prior to the date of his amendedoutstanding stock options, restricted stock, and restated employment agreementrestricted stock units held by Mr. Paterson that, by their terms, vest only based on the passage of time and that would have vested during the 12-month period following the termination of his employment (3) to pay Mr. Forresterand (v) any bonus which has been awarded, but not yet paid on the date of termination and (4) if Mr. Forrester exercises his right to continue participation in our health and dental plans under the federal law known as COBRA, to pay Mr. Forrester a monthly cash amount equal to the full premium cost of that participation for 12 months following such termination of

termination..

employment (or, if earlier, until the time when Mr. Forrester becomes eligible to enroll in the health or dental plan of a new employer).

If Mr. Forrester'sPaterson’s employment is terminated by us without cause or by Mr. Forrester for good reason, in each case within 90 days prior to, or within one year following, a change in control, we would be obligated (1) to pay Mr. Forrester a lump sum amount equal to two times the sum of his then-current annual base salary plus an amount equal to his target bonus, (2) to accelerate the vesting of all outstanding equity awards that, by their terms, vest only based on the passage of time, (3) to pay Mr. Forrester any bonus which has been awarded, but not yet paid on the date of termination and (4) if Mr. Forrester exercises his right to continue participation in our health and dental plans under the federal law known as COBRA, to pay Mr. Forrester a monthly cash amount equal to the full premium cost of that participation for 24 months following such termination of employment (or, if earlier, until the time when provided that such benefits shall end when Mr. Forrester becomes eligible to enroll in the health or dental plan of a new employer).

        To the extent that any severance or compensation payable to Mr. Forrester pursuant to his employment agreement or otherwise in connection with a change in control of the Company would be subject to the excise tax imposed under Section 4999 of the Internal Revenue Code, Mr. Forrester would be entitled to an additional cash payment equal to an amount calculated by multiplying the grossed-up amount of such payments (i.e., an amount such that net amount retained by Mr. Forrester after payment of all applicable taxes, interest and penalties thereon is equal to the total payments payable to him) by a fraction, the numerator of which is the portion of such payments related to equity awards granted prior to the execution of his employment agreement and the denominator of which is the portion of such payments related to all equity awards granted to him. However, if it would result in a greater amount payable to Mr. Forrester, Mr. Forrester would instead be entitled to either the full amount of the total payments payable in connection with a change in control or a reduced amount of the total payments payable in connection with a change in control, whichever results in the greater economic benefit for Mr. Forrester.

Julie B. Feder

        Pursuant to her employment agreement, Ms. Feder was entitled to an initial base salary of $340,000, subject to increase from time to time by the Board of Directors. As of January 1, 2018, Ms. Feder's annual base salary was $355,000. Ms. Feder was also eligible to receive a bonus of 35% of her current annual base salary. Subject to Ms. Feder's execution of an effective release of claims, Ms. Feder's employment agreement entitled her to the severance payments described below if we had terminated her employment without cause, as defined in her employment agreement, or if Ms. Feder had terminated her employment for good reason, as defined in her employment agreement.

        If Ms. Feder's employment had been terminated by us without cause or by Ms. Feder for good reason, absent a change in control, as defined in her employment agreement, we would have been obligated (1) to pay Ms. Feder her base salary for a period of nine months following such termination of employment, (2) to pay Ms. Feder any bonus which had been awarded, but not yet paid on the date of termination and (3) if Ms. Feder had exercised her right to continue participation in our health and dental plans under the federal law known as COBRA, to pay Ms. Feder a monthly cash amount equal to the full premium cost of that participation for nine months following such termination of employment (or, if earlier, until the time when Ms. Feder became eligible to enroll in the health or dental plan of a new employer).

        If Ms. Feder's employment had been terminated by us without cause or by Ms. FederPaterson for good reason, in each case within 90 days prior to, or within 18 months following, a change in control, we would have been obligated (1)he will instead be entitled to pay Ms. Federreceive the following severance benefits: (i) a lump sum amount equal to 1218 months of her then-current annualhis base salary, (2) to accelerate the vesting of all outstanding equity awards that, by


their terms, vest only based on the passage of time, (3)(ii) if Ms. Feder had exercised herMr. Paterson exercises his right to continue participation in our health and dental plans under the federal law known as COBRA, a monthly cash amount equal to pay Ms. Federthe full premium cost of that participation for 18 months (or, if earlier, until the time when Mr. Paterson becomes eligible to enroll in the health or dental plan of a new employer), (iii) a pro-rata portion of his target annual bonus amount for the year in which the termination occurs, calculated based on the number of days Mr. Paterson was employed by us in such year, (iv) accelerated vesting of all outstanding stock options, restricted stock and restricted stock units held by Mr. Paterson that, by their terms, vest only based on the passage of time and (v) any bonus which has been awarded, but not yet paid on the date of termination. In addition, upon a change of control, any then-unvested stock options, restricted stock and restricted stock units which are outstanding as of the effective date and which, by their terms, vest based on the achievement of specified performance criteria will vest to the extent they are not assumed or continued by the acquirer in such change of control.

Robert Gagnon
Prior to the termination of his employment, Mr. Gagnon had been party to an employment agreement with the Company, under which he was entitled to an annual base salary and eligible to receive a target bonus equal to a percentage of his base salary. Mr. Gagnon terminated his employment with the Company effective October 31, 2022, and on November 1, 2022, the Company entered into a consulting agreement with Mr. Gagnon, pursuant to which Mr. Gagnon provided advisory services to the Company on an as-needed basis. On December 13, 2022, the Board of Directors unanimously voted to appoint Robert Gagnon to the Board of Directors. Upon joining the Board of Directors, Mr. Gagnon’s consulting agreement was terminated.
Daniel Calkins
Pursuant to his prior employment agreement, entered into as of November 14, 2018, Mr. Calkins was entitled to an initial base salary, subject to increase from time to time by management or the Board of Directors, and which has subsequently been increased. Effective January 1, 2022, Mr. Calkins’ annual base salary was $215,000. Effective September 19, 2022, Mr. Calkins’s salary was increased to $240,000 upon his

18
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promotion to Vice President, Finance. Pursuant to the prior employment agreement, Mr. Calkins was eligible to receive a bonus equal to a percentage of his annual base salary, which has been subsequently increased to reflect his promotions and increased responsibilities.
In connection with Mr. Calkin’s appointment as Chief Financial Officer of the Company in October 2023, the Company entered into a new employment agreement with Mr. Calkins replacing and superseding the prior employment agreement between Mr. Calkins and the Company described above. Under his new employment agreement, Mr. Calkins will receive an initial annual base salary of $300,000 and is eligible to receive a bonus equal to a percentage of his annual base salary. Subject to Mr. Calkin’s execution and non-revocation of an effective release of claims, Mr. Calkins would be entitled to the severance payments described below if we terminate his employment without cause or if Mr. Calkins terminates his employment for good reason.
If Mr. Calkins’ employment is terminated by the Company without cause or by Mr. Calkins for good reason, he will be entitled to receive the following severance benefits: (i) nine months of base salary continuation, (ii) if Mr. Calkins exercises his right to continue participation in the Company’s health and dental plans under the federal law known as COBRA, a monthly cash amount equal to the full premium cost of that participation for nine months (or, if earlier, until the time when Mr. Calkins becomes eligible to enroll in the health or dental plan of a new employer), and (iii) any base salary earned, but not yet paid, through the date of termination and any bonus which has been awarded, but not yet paid, on the date of termination.
If Mr. Calkins’ employment is terminated by the Company without cause or by Mr. Calkins for good reason, in either case within 90 days prior to or within 18 months following, a change of control, he will instead be entitled to receive the following severance benefits: (i) a lump sum amount equal to 12 months of his base salary, (ii) if Mr. Calkins exercises his right to continue participation in the Company’s health and dental plans under the federal law known as COBRA, a monthly cash amount equal to the full premium cost of that participation for 12 months following such termination of employment (or, if earlier, until the time when Ms. Feder became eligible to enroll in the health or dental plan of a new employer) and (4) to pay any bonus which had been awarded, but not yet paid on the date of termination.

        Ms. Feder resigned from the Company, effective as of May 30, 2018. In connection with her resignation and the termination of her employment, Ms. Feder entered into a separation agreement with the Company that obligates us (1) to pay Ms. Feder her base salary for a period of nine months following her termination of employment and (2) if Ms. Feder exercises her right to continue participation in our health and dental plans under the federal law known as COBRA, to pay Ms. Feder a monthly cash amount equal to the full premium cost of that participation for nine months following such termination of employment (or, if earlier, until the time when Ms. FederMr. Calkins becomes eligible to enroll in the health or dental plan of a new employer). In addition, pursuant to, (iii) a pro-rata portion of his target annual bonus amount for the termsyear in which the termination occurs, calculated based on the number of the separation agreement, we accelerated the vesting of 92,500 stock options held by Ms. Feder as of the date her employment terminated. Ms. Feder's severance benefits were conditioned on her execution of an effective release of claims.

Diep Le, M.D., Ph.D.

        Pursuant to her employment agreement, Dr. Ledays Mr. Calkins was entitled to an initial base salary of $400,000, subject to increase from time to timeemployed by the Board of Directors, and a one-time sign-on bonus of $95,000 that would be earned on the second anniversary of her hire date, but was paid during 2017. If Dr. Le resigns before the second anniversary of her hire date, she would be obligated to repay the sign-on bonusCompany in full. Dr. Le was also entitled to payment or reimbursement of moving expenses up to $50,000 associated with relocating to the Boston area, and for reasonable and customary commuting expenses prior to such relocation. As of January 1, 2018, Dr. Le's annual base salary was $400,000. Dr. Le was also eligible to receive a bonus of 40% of her current annual base salary. Subject to Dr. Le's execution of an effective release of claims, Dr. Le's employment agreement entitled her to the severance payments described below if we had terminated her employment without cause, as defined in her employment agreement, or if Dr. Le had terminated her employment for good reason, as defined in her employment agreement.

        If Dr. Le's employment had been terminated by us without cause or by Dr. Le for good reason, absent a change in control, as defined in her employment agreement, we would have been obligated (1) to pay Dr. Le her base salary for a period of nine months following such termination of employment, or if the termination had occurred prior to Dr. Le's relocation to Massachusetts, her then-current annual base salary for a period of one month for each full month that had elapsed between the effective date of her employment agreement and the termination date, up to a maximum of nine months, (2) to pay Dr. Le any bonus which had been awarded, but not yet paid on the date of termination and (3) if Dr. Le had exercised her right to continue participation in our health and dental plans under the federal law known as COBRA, to pay Dr. Le a monthly cash amount equal to the full premium cost of that participation for a period commensurate with the period over which Dr. Le was entitled to receive salary payments following such termination of employment (or, if earlier, until the time when Dr. Le became eligible to enroll in the health or dental plan of a new employer).

        If Dr. Le's employment had been terminated by us without cause or by Dr. Le for good reason, in each case within 90 days prior to, or within 18 months following, a change in control, we would have been obligated (1) to pay Dr. Le a lump sum amount equal to 12 months of her then-current annual base salary, (2) to accelerate theyear, (iv) accelerated vesting of all outstanding equity awardsstock options, restricted stock and restricted stock units held by Mr. Calkins that, by their terms, vest only based on the passage of time, (3) if Dr. Le had exercised her right to continue participation in our health and dental plans under the federal law known as COBRA, to pay Dr. Le a monthly cash amount


equal to the full premium cost of that participation for 12 months following such termination of employment (or, if earlier, until the time when Dr. Le became eligible to enroll in the health or dental plan of a new employer) and (4) to pay(v) any bonus which hadhas been awarded, but not yet paid on the date of termination.

        Dr. Le resigned from the Company, effective In addition, upon a change of control, any then unvested stock options, restricted stock and restricted stock units which are outstanding as of the effective date and which, by their terms, vest based on the achievement of specified performance criteria will vest to the extent they are not assumed or continued by the acquirer in such change of control.

2022 Equity-Based Compensation
Our use of equity awards is intended to align our named executive officers’ interests with the interests of our stockholders by providing an incentive to increase long-term stockholder value. Furthermore, we believe that in the biopharmaceutical industry, equity awards are a primary motivator to attract and retain executives. We determine the size and frequency of awards based on numerous factors, including the executive’s skills and experience, the executive’s responsibilities, internal equity, and competitive market data. Additionally, we believe that our use of long-term incentive awards is a key mechanism to reward successful performance by our named executive officers.
We typically grant annual equity awards to our executive officers in the fourth quarter of each calendar year. In the fourth quarter of 2022, we were in possession of interim data from our ongoing Phase 2 RAMP 201 trial, and as a result, we delayed making equity grants to our executives until the first quarter of 2023, once the interim data was publicly released. The awards are time-based stock options, which provide alignment with our stockholders and serve a material incentive to our executive officers to increase shareholder value. The stock option awards vest as to 25% of the shares underlying the award on the first anniversary of the grant date and, thereafter, vest as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until the fourth anniversary of the grant date, generally subject to each executive officer’s continued employment or other service relationship with us. The stock option awards

19
​

have a 10-year term and the exercise price is set at the fair market value on the date of grant. On January 27, 2023, our executive officers were granted the following awards of stock options:
Named Executive Officer​​
# Stock
Options
​
Brian M. Stuglik​​​​184,696​​
Daniel Paterson​​​​140,073​​
Daniel Calkins​​​​13,750​​
Outstanding Equity Awards at Fiscal Year-End
The following table provides information regarding equity awards held by each of our named executive officers that were outstanding as of December 31, 2022.
Name​​
Number of
Securities
Underlying
Unexercised
Options
exercisable (#)
​​
Number of
Securities
Underlying
unexercised
options
unexercisable (#)
​​
Equity
incentive plan
awards:
number of
securities
underlying
unexercised
unearned
options (#)
​​
Option
Exercise
Price
($/share)
​​
Option
expiration
date
​​
Number of
shares of
stock that
have not
vested (#)
​​
Market
value of
shares of
stock that
have not
vested
($)(1)
​
Brian Stuglik​​​​4,166​​​​​—​​​​​—​​​​$59.04(2)​​​​​9/5/2027​​​​​—​​​​​—​​
​​​​​7,699​​​​​—​​​​​—​​​​$21.72(3)​​​​​6/21/2029​​​​​—​​​​​—​​
​​​​​41,666​​​​​—​​​​​—​​​​$17.16(4)​​​​​7/29/2029​​​​​—​​​​​—​​
​​​​​8,333​​​​​—​​​​​—​​​​$17.16(5)​​​​​7/29/2029​​​​​—​​​​​—​​
​​​​​8,333​​​​​—​​​​​—​​​​$16.08(6)​​​​​12/13/2029​​​​​—​​​​​—​​
​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​498(7)​​​​$2,405​​
​​​​​25,472​​​​​25,471​​​​​—​​​​$26.40(8)​​​​​12/18/2030​​​​​—​​​​​—​​
​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​7,993(9)​​​​$38,606​​
​​​​​15,352​​​​​46,064​​​​​—​​​​$28.32(10)​​​​​12/15/2031​​​​​—​​​​​—​​
​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​22,688(11)​​​​$109,583​​
Daniel Paterson​​​​6,666​​​​​—​​​​​—​​​​​118.20(12)​​​​​1/15/2023​​​​​—​​​​​—​​
​​​​​8,333​​​​​—​​​​​—​​​​$163.08(13)​​​​​1/7/2024​​​​​—​​​​​—​​
​​​​​8,333​​​​​—​​​​​—​​​​$163.08(14)​​​​​1/7/2024​​​​​—​​​​​—​​
​​​​​12,064​​​​​—​​​​​—​​​​$110.28(15)​​​​​1/8/2025​​​​​—​​​​​—​​
​​​​​11,166​​​​​—​​​​​—​​​​$25.56(16)​​​​​11/8/2025​​​​​—​​​​​—​​
​​​​​5,500​​​​​—​​​​​—​​​​$22.32(17)​​​​​12/31/2025​​​​​—​​​​​—​​
​​​​​8,333​​​​​—​​​​​—​​​​$16.44(18)​​​​​6/13/2026​​​​​—​​​​​—​​
​​​​​12,499​​​​​—​​​​​—​​​​$14.40(19)​​​​​1/8/2027​​​​​—​​​​​—​​
​​​​​6,249​​​​​—​​​​​—​​​​$35.64(20)​​​​​1/5/2028​​​​​—​​​​​—​​
​​​​​3,750​​​​​—​​​​​—​​​​$35.64(21)​​​​​1/5/2028​​​​​—​​​​​—​​
​​​​​5,860​​​​​390​​​​​—​​​​$42.12(22)​​​​​1/3/2029​​​​​—​​​​​—​​
​​​​​—​​​​​—​​​​​6,250​​​​$42.12(23)​​​​​1/3/2029​​​​​—​​​​​—​​
​​​​​20,832​​​​​—​​​​​—​​​​$21.72(24)​​​​​6/21/2029​​​​​—​​​​​—​​
​​​​​16,666​​​​​—​​​​​—​​​​$16.08(6)​​​​​12/13/2029​​​​​—​​​​​—​​
​​​​​9,376​​​​​3,124​​​​​—​​​​$16.08(25)​​​​​12/13/2029​​​​​—​​​​​—​​
​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​5,659(7)​​​​$27,333​​
​​​​​16,982​​​​​16,980​​​​​—​​​​$26.40(8)​​​​​12/18/2030​​​​​—​​​​​—​​
​​​​​7,678​​​​​23,030​​​​​—​​​​$28.32(10)​​​​​12/15/2031​​​​​—​​​​​—​​
​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​11,344(11)​​​​$54,792​​

20
​

Name​​
Number of
Securities
Underlying
Unexercised
Options
exercisable (#)
​​
Number of
Securities
Underlying
unexercised
options
unexercisable (#)
​​
Equity
incentive plan
awards:
number of
securities
underlying
unexercised
unearned
options (#)
​​
Option
Exercise
Price
($/share)
​​
Option
expiration
date
​​
Number of
shares of
stock that
have not
vested (#)
​​
Market
value of
shares of
stock that
have not
vested
($)(1)
​
Robert Gagnon​​​​29,166​​​​​—​​​​​—​​​​$113.16(26)​​​​​8/28/2028​​​​​—​​​​​—​​
​​​​​3,906​​​​​260​​​​​—​​​​$42.12(22)​​​​​1/3/2029​​​​​—​​​​​—​​
​​​​​—​​​​​—​​​​​4,166​​​​$42.12(23)​​​​​1/3/2029​​​​​—​​​​​—​​
​​​​​20,833​​​​​—​​​​​—​​​​$21.72(24)​​​​​6/21/2029​​​​​—​​​​​—​​
​​​​​7,812​​​​​2,604​​​​​—​​​​$16.08(25)​​​​​12/13/2029​​​​​—​​​​​—​​
​​​​​10,416​​​​​—​​​​​—​​​​$16.08(6)​​​​​12/13/2029​​​​​—​​​​​—​​
​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​2,830(7)​​​​$13,669​​
​​​​​8,492​​​​​8,489​​​​​—​​​​$26.40(8)​​​​​12/18/2030​​​​​—​​​​​—​​
​​​​​6,282​​​​​18,843​​​​​—​​​​$28.32(10)​​​​​12/15/2031​​​​​—​​​​​—​​
​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​9,281(11)​​​​$44,827​​
​​​​​402​​​​​12,425​​​​​—​​​​$5.41(27)​​​​​12/13/2032​​​​​—​​​​​—​​
Daniel Calkins​​​​507​​​​​124​​​​​—​​​​$43.32(28)​​​​​1/2/2029​​​​​—​​​​​—​​
​​​​​833​​​​​—​​​​​—​​​​$21.72(24)​​​​​6/21/2029​​​​​—​​​​​—​​
​​​​​1,250​​​​​416​​​​​—​​​​$15.96(29)​​​​​12/20/2029​​​​​—​​​​​—​​
​​​​​573​​​​​260​​​​​—​​​​$29.76(30)​​​​​4/1/2030​​​​​—​​​​​—​​
​​​​​328​​​​​422​​​​​—​​​​$26.40(31)​​​​​1/4/2031​​​​​—​​​​​—​​
​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​140(32)​​​​$676​​
​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​938(33)​​​​$4,531​​
​​​​​470​​​​​1,405​​​​​—​​​​$27.72(34)​​​​​12/23/2031​​​​​—​​​​​—​​
​​​​​—​​​​​4,375​​​​​—​​​​$10.50(35)​​​​​10/3/2032​​​​​—​​​​​—​​
​​​​​—​​​​​—​​​​​—​​​​​—​​​​​—​​​​​2,916(36)​​​​$14,084​​
​
(1)
This amount was calculated by multiplying the number of restricted stock units subject to the award by the closing price of our common stock on December 30, 2022 ($4.83).
​
(2)
This option was granted on September 5, 2017. The option vested evenly on a monthly basis over a one-year period.
​
(3)
This option was granted on June 21, 2019. The option vested evenly on a monthly basis over a one-year period.
​
(4)
This option was granted on July 29, 2019. The option vested as to 33 1/3% of the shares underlying the option on July 29, 2020 and vested as to an additional 8.33% of the shares underlying the option at the end of each successive three-month period following July 29, 2020 until July 29, 2022.
​
(5)
This option was granted on July 29, 2019. The option vested based upon certain COPIKTRA net sales targets.
​
(6)
This option was granted on December 13, 2019. The option vested as to 50% of the shares underlying the option on the first anniversary of the grant date and vested as to 12.5% of the shares underlying the option at the end of each successive three-month period following the first anniversary of grant date until the second anniversary of the grant date.
​
(7)
This restricted stock unit award was granted on December 18, 2020. The restricted stock unit award vested as to 25% of the shares underlying the award on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until the fourth anniversary of the grant date.
​
(8)
This option was granted on December 18, 2020. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares
​

21
​

underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.
(9)
This restricted stock unit award was granted on March 25, 2021. The restricted stock unit award vested as to 25% of the shares underlying the award on December 18, 2021 and, thereafter, vests as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until December 18, 2024.
​
(10)
This option was granted on December 15, 2021. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.
​
(11)
This restricted stock unit award was granted on December 18, 2021. The restricted stock unit award vested as to 25% of the shares underlying the award on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until the fourth anniversary of the grant date.
​
(12)
This option was granted on January 15, 2013. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.
​
(13)
This option was granted on January 7, 2014. The option vested as to 25% of the shares underlying the option on July 1, 2014 and, thereafter, vested as to 6.25% of the shares underlying the option on the last day of each calendar quarter after such date, through June 30, 2017.
​
(14)
This option was granted on January 7, 2014. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 6.25% of the shares underlying the option on the last day of each calendar quarter after such date, through December 31, 2017.
​
(15)
This option was granted on January 8, 2015. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.
​
(16)
This option was granted on November 9, 2015. The option vested as to 50% of the shares underlying the option on the first anniversary of the grant date, and it vested as to the remaining 50% of the shares underlying the option on the second anniversary of the grant date.
​
(17)
This option was granted on January 1, 2016. The option vested as to 50% of the shares underlying the option on November 9, 2016, and it vested as to the remaining 50% of the shares underlying the option on November 9, 2017.
​
(18)
This option was granted on June 14, 2016. The option vested as to 50% of the shares underlying the option upon satisfaction of a certain performance milestone by June 2017, and vested as to the remaining 50% of the shares underlying the option upon satisfaction of a certain performance milestone in September 2017.
​
(19)
This option was granted on January 9, 2017. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.
​
(20)
This option was granted on January 5, 2018. The option vested as to 25% of the shares underlying the option on January 1, 2019 and, thereafter, vested as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until January 1, 2022.
​
(21)
This option was granted on January 5, 2018. The option vested based on the achievement of certain performance milestones by June 30, 2018 and by March 31, 2019.
​
(22)
This option was granted on January 3, 2019. The option vested as to 25% of the shares underlying the option on January 1, 2020 and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until January 1, 2023.
​

22
​

(23)
This option was granted on January 3, 2019. The option vests as to: (a) 40% of the shares underlying the option upon the date on which the closing price per share of the common stock is at least $120.00 on at least 20 (whether or not consecutive) of the preceding 30 trading days, (b) 40% of the shares underlying the option upon the date on which the closing price per share of the common stock is at least $180.00 on at least 20 (whether or not consecutive) of the preceding 30 trading days, and (c) 20% of the shares underlying the option upon the date on which the closing price per share of the common stock is at least $240.00 on at least 20 (whether or not consecutive) of the preceding 30 trading days.
​
(24)
This option was granted on June 21, 2019. The option vested as to 50% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 12.5% of the shares underlying the option on each successive three month period after such date until the second anniversary of the grant date.
​
(25)
This option was granted on December 13, 2019. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until the fourth anniversary of the grant date.
​
(26)
This option was granted on August 28, 2018. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vested as to 6.25% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fourth anniversary of the grant date.
​
(27)
This option was granted on December 13, 2022 in respect of Mr. Gagnon’s appointment to the Board of Directors. Refer to the “Director Compensation” table above. 10,416 of the stock options vest in twelve equal quarterly installments beginning each three successive month period following December 13, 2022 until the third anniversary of the Grant Date. 28,938 of the stock options vest in six equal month installments beginning on the on the last day of each month over a period from December, 2022 to May, 2023.
​
(28)
This option was granted on January 2, 2019. The option vested as to 20% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 5.0% of the shares underlying the option at the end of each successive three-month period following the first anniversary of the grant date until the fifth anniversary of the grant date.
​
(29)
This option was granted on December 20, 2019. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until the fourth anniversary of the grant date.
​
(30)
This option was granted on April 1, 2020. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until the fourth anniversary of the grant date.
​
(31)
This option was granted on January 4, 2021. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until the fourth anniversary of the grant date.
​
(32)
This restricted stock unit award was granted on January 4, 2021. The restricted stock unit award vested as to 25% of the shares underlying the award on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until the fourth anniversary of the grant date.
​
(33)
This restricted stock unit award was granted on December 23, 2021. The restricted stock unit award vested as to 25% of the shares underlying the award on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until the fourth anniversary of the grant date.
​
(34)
This option was granted on December 23, 2021. The option vested as to 25% of the shares underlying the option on the first anniversary of the grant date and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until the fourth anniversary of the grant date.
​

23
​

(35)
This option was granted on October 12, 2018. Dr. Le3, 2022. The option vests as to 25% of the shares underlying the option on September 19, 2023 and, thereafter, vests as to 6.25% of the shares underlying the option at the end of each successive three-month period after such date until September 19, 2026.
​
(36)
This restricted stock unit was granted on October 3, 2022. The restricted stock unit award vests as to 25% of the shares underlying the award on September 19, 2023 and, thereafter, vests as to 6.25% of the shares underlying the award at the end of each successive three-month period after such date until September 19, 2026.
​
Employee Benefit Plans
We currently provide broad-based health and welfare benefits that are available to all of our employees, including our currently employed named executive officers, including medical, dental, vision, life and disability insurance. We maintain a defined contribution retirement plan for our employees. Our 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(a) of the Code. Employee contributions may be made on a pre-tax basis or after-tax (Roth) basis. The 401(k) plan provides for employer matching contributions equal to 100% of employee deferral contributions up to a deferral rate of 6% of eligible compensation. Other than the 401(k) plan, we do not entitledprovide any qualified or non-qualified retirement or deferred compensation benefits to any severanceour employees, including our currently employed named executive officers.
No “Gross-Ups”
We do not now, and expect not to in the future, provide tax “gross-ups” for compensation, perquisites or other benefits provided to our executive officers.
Prohibition on Hedging and/or Pledging our Common Stock
We prohibit our employees, including our executives, consultants and directors from engaging in short sales of Company securities; purchasing or selling puts, calls or other derivative securities based on our securities; and entering into hedging transactions, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds.
Payments on Termination of Employment or Change in Control
Each of our currently employed named executive officers is a party to an employment agreement with us that provides for certain payments and benefits in connection with her resignationa qualifying termination of his employment, including in the context of a change in control, as described in “Agreements with Named Executive Officers” above.
In addition, other than in respect of certain performance-based awards, in the event of a change in control, any portion of an equity award held by an employee (including an award held by any currently employed named executive officer) that is outstanding and unvested immediately prior to the change in control will become fully vested and, if applicable, exercisable, immediately prior to such change in control.
Equity Compensation Plan Information
The following table provides information about the securities authorized for issuance under our equity compensation plans as of December 31, 2022. As of December 31, 2022, we had three equity compensation plans, the 2012 Plan, the 2021 Plan and the terminationAmended and Restated Employee Stock Purchase Plan (“2018 ESPP”), as well as the Inducement Program. Each of her employment.the 2012 Plan, the 2021 Plan and the 2018 ESPP was approved by our stockholders.

24
​

Plan Category​​
Number of
Securities to
be Issued Upon
Exercise of
Outstanding Options,
Warrants, and
Rights (a)
​​
Weighted-Average
Exercise
Price of
Outstanding
Options,
Warrants,
and Rights (b)
​​
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation Plans
(Excluding Securities
in Column (a)) (c)
​
Equity compensation plans approved by security holders(1)
​​​​1,147,579​​​​$31.80​​​​​1,836,285​​
Equity compensation plans not approved by security holders(2)
​​​​193,435​​​​$45.62​​​​​133,837​​
Total​​​​1,341,014​​​​$33.63​​​​​1,970,122​​
​
(1)
Includes information regarding the 2012 Plan, 2021 Plan, and the 2018 ESPP.
​
(2)
Includes stock options granted to new employees in accordance with Nasdaq Listing Rule 5635(c)(4) as an inducement material to such employees entering into employment with the Company. The Company is entitledterms of these stock options are consistent with stock options granted under the Company’s 2021 Plan. The number of shares remaining available for future issuance reflects shares reserved by the Board of Directors for future issuance to recoupnew employees in accordance with Nasdaq Listing Rule 5635(c)(4) as an inducement material to such employees entering into employment with the $95,000 sign-on bonusCompany.
​
Pay versus Performance
As required by applicable SEC regulations, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of our company.
Year​​
Summary
Compensation
Table Total
for Principal
Executive Officer
(“PEO”)(1)
​​
Compensation
Actually Paid
to PEO(2)
​​
Average
Summary
Compensation
Table Total
for Non-PEO
Named Executive
Officers
(“NEOs”)(3)
​​
Average
Compensation
Actually Paid to
Non-PEO
NEOs(4)
​​
Value of
Initial Fixed
$100 Investment
Based On
Total Shareholder
Return
(“TSR”)(5)
​​
Net Loss
(in thousands)(6)
​
2022​​​$1,030,023​​​​$(1,333,885)​​​​$487,592​​​​$(382,338)​​​​$18.90​​​​$(73,812)​​
2021​​​$3,815,344​​​​$3,571,442​​​​$1,765,316​​​​$1,802,045​​​​$96.24​​​​$(71,200)​​
​
(1)
The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Stuglik (our PEO) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Summary Compensation Table” for additional details.
​
(2)
The dollar amounts reported in this column represent the amount of “compensation actually paid” to Mr. Stuglik, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Dr. LeMr. Stuglik during 2017.

the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Stuglik’s total compensation for each year to determine the compensation actually paid:

​
Year​​
Reported
Summary
Compensation
Table Total
for PEO
​​
Reported
Value of
Equity
Awards(a)
​​
Equity Award
Adjustments(b)(c)
​​
Compensation
Actually
Paid to
PEO ($)
​
2022​​​$1,030,023​​​​$—​​​​$(2,363,908)​​​​$(1,333,885)​​
2021​​​$3,815,344​​​​​(2,776,954)​​​​$2,533,052​​​​$3,571,442​​

25
​

​
(a)
The reported value of equity awards represents the total of the amounts reported in the “Option Awards” and “Stock Awards” columns in the “Summary Compensation Table” for the applicable year. No equity awards were granted to Mr. Stuglik in 2022.
​
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date and; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value. The amounts deducted or added in calculating the equity award adjustments are as follows:
​
Year​​
Year End
Fair Value of
Outstanding
and Unvested
Equity Awards
Granted in
the Year ($)
​​
Year over
Year Change in
Fair Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years ($)
​​
Fair Value
as of Vesting
Date of
Equity Awards
Granted and
Vested in
the Year ($)
​​
Year over
Year Change in
Fair Value
of Equity
Awards Granted
in Prior
Years that
Vested in
the Year ($)
​​
Total
Equity Award
Adjustments ($)
​
2022​​​$—​​​​$(1,644,906)​​​​$—​​​​$(719,002)​​​​$(2,363,908)​​
2021​​​$2,143,502​​​​$(67,150)​​​​$112,219​​​​$344,481​​​​$2,533,052​​
​
(c)
For the equity values included in “Equity Award Adjustments”, the valuation assumptions used to calculate fair values of stock options were materially different from those disclosed at the time of the grant of the stock options. The assumptions used in determining fair value of the stock options that vested during 2021 and 2022, or that were outstanding as of December 31, 2021 or December 31, 2022, as applicable, are as follows:
​
​​​Options Vested During Year or Outstanding on December 31 of:​
​​​2022​​2021​
Risk-free interest rate​​0.97% – 4.24%​​0.22% – 1.30%​
Volatility​​87% – 97%​​88% – 96%​
Dividend yield​​—​​—​
Expected term (years)​​3.0 – 5.0​​2.5 – 5.0​
​
(3)
The dollar amounts reported in this column represent the average of the amounts reported for our company’s named executive officers as a group (excluding Mr. Stuglik) for each corresponding year in the “Total” column of the Summary Compensation Table. The names of each of the named executive officers (excluding Mr. Stuglik) included for purposes of calculating the average amounts in each applicable year are as follows: 2022: Mr. Paterson, Mr. Gagnon and Mr. Calkins and 2021: Mr. Paterson and Mr. Gagnon.
​
(4)
The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Stuglik), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Stuglik) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Stuglik) for each year to determine the compensation actually paid, using the same methodology and valuation assumptions described above in Note (2):
​

26
​

Year​​
Reported
Summary
Compensation
Table Total
for Non-PEO
NEOs
​​
Reported
Value of
Equity Awards
​​
Equity Award
Adjustments
​​
Compensation
Actually
Paid to
Non-PEO
NEOs ($)
​
2022​​​$487,592​​​​$(21,627)​​​​$(848,303)​​​​$(382,338)​​
2021​​​$1,765,316​​​​$(1,105,425)​​​​$1,142,153​​​​$1,802,044​​
​
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
​
Year​​
Year End
Fair Value of
Outstanding and
Unvested Equity
Awards Granted
in the Year
($)
​​
Year over
Year Change in
Fair Value of
Outstanding
and Unvested
Equity Awards
Granted in
Prior Years
($)
​​
Fair Value
as of Vesting
Date of
Equity Awards
Granted and
Vested in
the Year
($)
​​
Year over
Year Change in
Fair Value of
Equity Awards
Granted in
Prior Years
that Vested
in the Year
($)
​​
Total Equity
Award
Adjustments
($)
​
2022​​​$4,168​​​​$(624,042)​​​​$ —​​​​$(228,429)​​​​$(848,303)​​
2021​​​$860,291​​​​$(58,631)​​​​$—​​​​$340,493​​​​$1,142,153​​
​
(5)
Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our Company’s share price at the end and the beginning of the measurement period by our Company’s share price at the beginning of the measurement period. No dividends were paid on stock or option awards in 2021 or 2022.
​
(6)
The dollar amounts reported represent the amount of net loss reflected in our consolidated audited financial statements for the applicable year.
​
Analysis of the Information Presented in the Pay Versus Performance Table
We generally seek to incentivize long-term performance, and therefore do not specifically align our performance measures with “compensation actually paid,” as computed in accordance with Item 402(v) of Regulation S-K, for a particular year. In accordance with Item 402(v) of Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.
We do not utilize TSR or net loss in our executive compensation program. However, we do utilize several other performance measures to align executive compensation with our performance. As described in more detail above in the section “Company Performance Highlights” and “2022 Base Salary and Bonus”, our named executive officers are eligible to receive compensation that consists in part of annual performance-based cash bonuses that are designed to (i) provide appropriate incentives to our executives to achieve defined annual corporate goals and (ii) reward our executives for individual achievement towards these goals. Additionally, we view equity awards, which are an integral part of our executive compensation program, as reflective of Company performance because, despite not being directly tied to TSR, they provide value if the market price of our common stock increases, and if the executive officer continues in our employment over the vesting period. These equity awards strongly align our executive officers’ interests with those of our stockholders by providing a continuing financial incentive to maximize long-term value for our stockholders and by encouraging our executive officers to continue in our employment for the long-term.
With respect to net loss, because we are not a commercial-stage company, we did not have any revenue during the periods presented, other than revenue associated with our sale of COPIKTRA to Secura Bio, Inc. Consequently, our Company has not historically looked to net loss as a performance measure for our executive compensation program. In 2021 and 2022, our net loss has largely remained the same, but the compensation actually paid for both our PEO and non-PEO named executive officers decreased between 2021 and 2022.

27
​

The following graph illustrates the relationship during 2021 and 2022 of the “compensation actually paid” for our PEO and other non-PEO named executive officers to our TSR, as calculated pursuant to SEC rules:
[MISSING IMAGE: bc_returnchart-4c.jpg]

28
​

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth certain information as of SeptemberNovember 30, 20182023 (unless otherwise specified)specified below), with respect to the beneficial ownership of our common stock by each person who is known by us to beneficially own beneficially5% or more than 5% of the outstanding shares of common stock, each person currently serving as a director, each nominee for director, each named executive officer (as set forth in the Summary Compensation Table above), and all of our directors and executive officers as a group.

Shares of common stock subject to options, restricted stock units or other rights to purchase which are now exercisable or are exercisable within 60 days after SeptemberNovember 30 2018, 2023 are to be considered outstanding for purposes of computing the percentage ownership of the persons holding these options or other rights but are not to be considered outstanding for the purpose of computing the percentage ownership of any other person. As of SeptemberNovember 30, 2018,2023, there were 73,703,42325,267,820 shares of common stock outstanding.

Name and address of beneficial owner​​
Number of shares
beneficially owned
​​
Percentage of shares
beneficially owned
​
>5% stockholders:​​​​​​​​​​​​​
Entities associated with Viking Global Investors LP(1)
600 Washington Blvd, Floor 11
Stamford, CT 06901
​​​​2,524,255​​​​​9.99%​​
Entities associated with BVF Partners L.P.(2)
44 Montgomery Street, 40th Floor
San Francisco, CA 94104
​​​​2,524,255​​​​​9.99%​​
Entities associated with Deerfield Mgmt, L.P.(3)
345 Park Avenue South, 12th Floor
New York, NY 10010
​​​​1,538,461​​​​​6.1%​​
Entities associated with Vivo Capital, L.L.C.(4)
192 Lytton Avenue
Palo Alto, CA 94301
​​​​1,538,461​​​​​6.1%​​
Entities associated with OrbiMed Advisors LLC(5)
601 Lexington Avenue, 54th Floor
New York, NY 10022
​​​​1,529,115​​​​​6.1%​​
Entities associated with Soleus Capital Group, LLC(6)
104 Field Point Road, 2nd Floor
Greenwich, CT 06830
​​​​1,347,369​​​​​5.3%​​
Entities associated with Adage Capital Partners, L.P.(7)
200 Clarendon Street, 52nd Floor
Boston, MA 02116
​​​​1,300,000​​​​​5.1%​​
Directors and Executive Officers​​​​​​​​​​​​​
Brian M. Stuglik, R. Ph(8)
​​​​251,109​​​​​1.0%​​
Daniel Paterson(9)
​​​​229,377​​​​​*​​
Robert Gagnon(10)
​​​​148,244​​​​​*​​
Michael Kauffman, M.D., Ph.D.(11)
​​​​24,874​​​​​*​​
Eric Rowinsky, M.D.(12)
​​​​20,818​​​​​*​​
John Johnson(13)
​​​​16,795​​​​​*​​
Daniel Calkins(14)
​​​​15,965​​​​​*​​
Paul Bunn, M.D.(15)
​​​​14,359​​​​​*​​
Michelle Robertson(16)
​​​​13,537​​​​​*​​
Anil Kapur(17)
​​​​10,560​​​​​*​​
Karin Tollefson(18)
​​​​4,774​​​​​*​​
All executive officers and directors as a group (11 persons)(19)
​​​​750,412​​​​​2.9%​​
Name and address of beneficial owner
 Number of
shares
beneficially
owned		 Percentage of
shares
beneficially
owned		 

5% stockholders:

       

Consonance Capital(1)

  7,166,666  9.7%

1370 Avenue of the Americas, Floor 33

       

New York, NY 10019

       

FMR, LLC

  4,058,097  5.5%

245 Summer Street

       

Boston, Massachusetts 02210

       

Directors and Executive Officers

       

Robert Forrester(2)

  2,019,817  2.7%

Julie B. Feder

  —  — 

Diep Le, M.D.(3)

  152,500  * 

Timothy Barberich(4)

  263,016  * 

Gina Consylman(5)

  —  * 

Michael Kauffman, M.D., Ph.D.(6)

  147,395  * 

Alison Lawton(7)

  149,895  * 

Eric Rowinsky, M.D.(8)

  60,790  * 

Brian Stuglik, R. Ph.(9)

  50,000  * 

Bruce Wendel(10)

  85,419  * 

All executive officers and directors as a group (Thirteen persons)(11)

  4,243,376  5.5%

29
​

​
*

Represents beneficial ownership of less than one percent of our outstanding common stock.
​
(1)

(1)
Consists of 7,166,666
Information is based on the Form 13F filed with the SEC on November 14, 2023, by Viking Global Investors LP (“Viking”) and information made available to us. Viking and its related entities beneficially hold (i) 2,456,292 shares of Common Stock heldcommon stock, and (ii) 1,538,591 pre-funded warrants to purchase 1,538,591 shares of common stock. Each of the pre-funded warrants are subject to terms that limit conversion, if, after such conversion, Viking and its affiliates would beneficially own more than 9.99% of the number of shares of common stock then issued and outstanding. As a result of the limitation in the previous sentence, for purposes of the table above, only 67,963 shares of common stock issuable upon the exercise of the pre-funded warrants beneficially owned by Consonance Capital Master Account L.P.Viking and P Consonance Opportunities Ltd.its related entities are reflected. According to the Form 13F, as of September 30, 2018.2023, Viking had sole voting and dispositive power with respect to 2,456,292 shares of common stock.
​
(2)
Information is based on: (i) the Form 13F filed with the SEC on November 14, 2023 by BVF Inc/IL (“BVF”) and BVF Partners L P/IL; (ii) the Schedule 13G/A filed on February 14, 2023 (as adjusted to reflect the 1-for-12 reverse stock split effected on May 31, 2023); and (iii) information made available to us. BVF and its related entities beneficially hold (i) 1,685,219 shares of common stock, (ii) 833,333 shares of common stock potentially issuable upon the conversion of the Company’s Series A convertible preferred stock, par value $0.0001 per share (“Series A Preferred Stock”), and (iii) 4,236,570 shares of common stock potentially issuable upon the conversion of the Company’s Series B convertible preferred stock, par value $0.0001 per share (“Series B Preferred Stock”). 3,333,333 shares of common stock are issuable upon the conversion of 944,160 shares of Series B Preferred Stock which may be issued to BVF and its related entities in a second tranche of a private placement pursuant to the terms of a securities purchase agreement dated January 24, 2023 between the Company and certain purchasers named therein. Each of the Series A Preferred Stock and Series B Preferred Stock are subject to terms that limit conversion, if, after such conversion, BVF and its affiliates would beneficially own more than 9.99% of the number of shares of common stock then issued and outstanding. As a result of the limitation in the previous sentence, for purposes of the table above, only 839,036 shares of common stock are included out of the following categories of holdings: (i) 833,333 shares of common stock potentially issuable upon the conversion of shares of Company’s Series A Preferred Stock and (ii) 4,236,570 shares of common stock issuable upon conversion of the Company’s Series B Preferred Stock. According to the Form 13F, as of September 30, 2023, BVF and BVF Partners L P/IL had shared voting and dispositive power with respect to 1,685,219 shares of common stock.
​
(3)
(2)
Information is based on the Form 13F filed with the SEC on November 14, 2023 by Deerfield Management Company L.P. (Series C) and Flynn Management LLC. According to the Form 13F, as of September 30, 2023, Deerfield Management Company L.P. (Series C) had sole voting power and defined dispositive power with respect to 1,538,461 shares of common stock.
​
(4)
Information is based solely on the Form 13F filed with the SEC on November 8, 2023 by Vivo Capital LLC. According to the Form 13F, as of September 30, 2023, Vivo Capital LLC had sole voting and dispositive power with respect to 1,538,461 shares of common stock.
​
(5)
Information is based solely on the Form 13F filed with the SEC on November 14, 2023 by OrbiMed Advisors LLC and OrbiMed Capital LLC. According to the Form 13F, as of September 30, 2023, OrbiMed Advisors LLC had sole voting and dispositive power with respect to 1,529,115 shares of common stock.
​
(6)
Information is based solely on the Form 13F filed with the SEC on November 14, 2023 by Soleus Capital Management L.P. According to the Form 13F, as of September 30, 2023, Soleus Capital Management L.P. had sole voting and dispositive power with respect to 1,347,369 shares of common stock.
​
(7)
Information is based on a Form 13F filed with the SEC on November 14, 2023 by Adage Capital Partners GP, L.L.C. and Adage Capital Management, L.P. According to the Form 13F, as of September 30, 2023, Adage Capital Partners GP, L.L.C. had sole voting and dispositive power with respect to 1,300,000 shares of common stock.
​
(8)
Consists of 9,000 shares of Common Stock held by the Claudia Forrester 2001 Trust, 9,00068,894 shares of common stock held by Mr. Stuglik, 179,263 shares of common stock
​

30
​

issuable upon the Iona Forrester 2001exercise of stock options within 60 days of November 30, 2023, and 2,952 shares of common stock issuable pursuant to vesting of restricted stock units within 60 days of November 30, 2023.
(9)
Consists of 16,094 shares of common stock held by The Paterson 1996 Living Trust, and 200,73425,301 shares

    of common stock held by Mr. Forrester and 1,801,083Paterson, 186,328 shares of common stock issuable upon the exercise of stock options within 60 days of SeptemberNovember 30, 2018.

(3)
Consists of 152,5002023, and 1,654 shares of Common Stockcommon stock issuable upon the exercisepursuant to vesting of restricted stock optionsunits within 60 days of SeptemberNovember 30, 2018.2023.
​
(10)

(4)
Consists of 130,00037,897 shares of Common Stockcommon stock held by Mr. Barberich and 133,016Gagnon, 109,218 shares of common stock issuable upon the exercise of stock options within 60 days of SeptemberNovember 30, 2018.

(5)
Gina Consylman joined the Board of Directors on October 17, 2018.

(6)
Consists of 147,3952023, and 1,129 shares of Common Stockcommon stock issuable upon the exercisepursuant to vesting of restricted stock optionsunits within 60 days of SeptemberNovember 30, 2018.2023.
​
(11)

(7)
Consists of 2,500550 shares of Common Stockcommon stock held by Ms. LawtonDr. Kauffman and 147,39524,324 shares of common stock issuable upon the exercise of stock options within 60 days of SeptemberNovember 30, 2018.2023.
​
(12)

(8)
Consists of 60,79020,818 shares of Common Stockcommon stock issuable upon the exercise of stock options within 60 days of SeptemberNovember 30, 2018.2023.
​
(13)

(9)
Consists of 50,00016,795 shares of Common Stockcommon stock issuable upon the exercise of stock options within 60 days of SeptemberNovember 30, 2018.2023.
​
(14)

(10)
Consists of 85,4195,468 shares of Common Stockcommon stock held by Mr. Calkins, 10,220 shares of common stock issuable upon the exercise of stock options within 60 days of SeptemberNovember 30, 2018.

(11)
Includes2023, and 277 shares of Common Stockcommon stock issuable pursuant to vesting of restricted stock units within 60 days of November 30, 2023.
​
(15)
Consists of 14,359 shares of common stock issuable upon the exercise of stock options within 60 days of November 30, 2023.
​
(16)
Consists of 13,537 shares of common stock issuable upon the exercise of stock options within 60 days of November 30, 2023.
​
(17)
Consists of 10,560 shares of common stock issuable upon the exercise of stock options within 60 days of November 30, 2023.
​
(18)
Consists of 4,774 shares of common stock issuable upon the exercise of stock options within 60 days of November 30, 2023.
​
(19)
Includes 590,196 shares of common stock issuable upon exercise of stock options within 60 days of SeptemberNovember 30, 2018.


NON-EMPLOYEE DIRECTOR COMPENSATION

        Under our non-employee director compensation policy, each non-employee director receives an annual base retainer2023 and 6,012 shares of $40,000. In addition, our non-employee directors receive the following cash compensation for Board services, as applicable:

    •
    the non-executive Lead Directorcommon stock issuable upon vesting of the Boardrestricted stock units within 60 days of Directors receives an additional annual retainerNovember 30, 2023.
​
GENERAL MATTERS
Code of $25,000;

•
the chairpersons of our Audit, CompensationBusiness Conduct and NominatingEthics and Corporate Governance Committees receive additional annual retainersGuidelines
We have adopted a written code of $20,000, $15,000business conduct and $10,000, respectively;ethics that applies to our directors, officers and

•
each member employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code is posted on the “Investors-Corporate Governance” section of our Audit, Compensationwebsite, which is located at https://investor.verastem.com. In addition, we intend to post on our website all disclosures that are required by law, the rules of the SEC or Nasdaq stock market listing standards concerning any amendments to, or waivers from, any provision of the code of business conduct and Nominating andethics.
A copy of the Corporate Governance Committees receives an additional retainerGuidelines may also be accessed free of $8,000, $6,000charge by visiting the website at https://investor.verastem.com and $5,000, respectively.

        All amounts are paid in quarterly installments.

        In addition, our non-employee directors receive stock options as compensation for their service on our Board of Directors. Newly appointed non-employee directors receive a one-time initial award of options to purchase 50,000 shares of our common stock, which vests monthly over a one-year period subjectgoing to the director's continued service on the Board of Directors. Thereafter, each non-employee director who was serving on the Board of Directors as“Investors-Corporate Governance” section or by requesting a copy from Daniel Calkins, Chief Financial Officer of the prior year's annual meeting of the Company's stockholders, receives an annual award of options to purchase shares ofCompany at our common stock, which vests monthly over a one-year period, subject to the director's continued service on the Board of Directors (the Annual Grant). Additionally, each non-employee director who has served 12 months on the Board of Directors as of the date of the annual meeting of the Company's stockholders, but has not yet received an Annual Grant also receives a pro-rated grant (based on the Annual Grant for such year) to reflect the time such director has served on the Board of Directors since the 12-month


anniversary of the commencement of such director's service, which vests monthly over a one-year period, subject to the director's continued service on the Board of Directors. In 2017, the Annual Grant consisted of options to purchase 25,000 shares of our common stock.

        Mr. Forrester, our President and Chief Executive Officer, does not receive compensation for his service as a director. Mr. Forrester's compensation is described under the heading "Named Executive Officer Compensation."

2017 Director CompensationNeedham, Massachusetts office.

        The following table summarizes the compensation paid to or earned by our directors during the year ended December 31, 2017:

Name
 Fees Earned or
Paid in Cash ($)		 Option
Awards
($)(1)(2)		 Total ($) 

Timothy Barberich

  53,000  35,742  88,742 

Paul Friedman, M.D.(3)

  16,125  —  16,125 

Michael Kauffman, M.D., Ph.D. 

  79,000  35,742  114,742 

Alison Lawton

  55,000  35,742  90,742 

S. Louise Phanstiel(4)

  60,000  35,742  95,742 

Eric Rowinsky, M.D. 

  33,125  71,483  104,608 

Brian Stuglik, R.Ph. 

  14,831  168,776  183,607 

Bruce Wendel

  49,320  35,742  85,062 
(1)
Amounts shown represent the aggregate grant date fair value of stock option awards granted to the director and calculated in accordance with Financial Accounting Standards Board Accounting Standard Codification Topic 718 (FASB ASC Topic 718). For information regarding assumptions underlying the value of stock awards, see Note 7 to our financial statements and the discussion under Part II, Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies—Stock-Based Compensation," of our Annual Report on Form 10-K for the year ended December 31, 2017.

(2)
The number of stock options awarded to any non-employee director who received a grant during 2017 was 25,000, with the exception of Dr. Rowinsky and Mr. Stuglik who each received 50,000 stock options as a result of their new appointments to our Board of Directors.

(3)
Dr. Friedman resigned from our Board of Directors effective April 27, 2017.

(4)
Ms. Phanstiel resigned from our Board of Directors effective October 16, 2018.

        The following table sets forth, as of December 31, 2017, the aggregate number of exercisable and unexercisable stock option awards held by our directors:

Name
 Option Awards
Exercisable (#)		 Unexercisable Total (#) 

Timothy Barberich

�� 110,099  12,498  122,597 

Michael Kauffman, M.D., Ph.D. 

  124,478  12,498  136,976 

Alison Lawton

  124,478  12,498  136,976 

S. Louise Phanstiel

  126,841  12,498  139,339 

Eric Rowinsky, M.D. 

  25,002  24,998  50,000 

Brian Stuglik, R.Ph. 

  12,501  37,499  50,000 

Bruce Wendel

  62,502  12,498  75,000 


GENERAL MATTERS

Availability of Certain Documents

        A copy

We are subject to the informational requirements of our 2017 Annual Report on Form 10-K has been postedthe Exchange Act and, therefore, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are

31
​

available to the public on the Internet alongSEC’s website at www.sec.gov. The SEC’s website contains reports, proxy and information statements and other information regarding issuers, such as us, that file electronically with this proxy statement.the SEC. We will also mail without charge, upon written request, a copy of our 20172022 Annual Report on Form 10-K excluding exhibits. Please send a written request to our Corporate SecretaryDaniel Calkins, Chief Financial Officer at:

Verastem, Inc.
117 Kendrick Street, Suite 500
Needham, MA 02494
Attention: Secretary

Daniel Calkins, Chief Financial Officer

Only one copy of this proxy statement is being delivered to multiple stockholders sharing an address, unless we have received contrary instructions from one or more of the stockholders. We will undertake to deliver promptly, upon written or oral request, a separate copy to a stockholder at a shared address to which a single copy of the proxy statement was delivered. You may make a written or oral request by sending a written notification to our SecretaryDaniel Calkins, Chief Financial Officer at the address above, providing your name, your shared address, and the address to which we should direct the additional copy of the proxy statement. Multiple stockholders sharing an address who have received one copy of the proxy statement and would prefer us to mail each stockholder a separate copy of future mailings should contact us at our principal executive offices. Additionally, if current stockholders with a shared address received multiple copies of the proxy statement and would prefer us to mail one copy of future mailings to stockholders at the shared address, notification of that request may also be made through our principal executive offices.

Stockholder Proposals and Nominations

        Requirements for Stockholder Proposals to be Considered for Inclusion in our Proxy Materials.    To be considered for inclusion in next year's annual meeting proxy statement, stockholder proposals must be received by our Secretary at our principal executive offices no later than the close of business on December 11, 2018.

        Requirements for Stockholder Proposals to be Brought Before an Annual Meeting.    Our bylaws provide that, for stockholder nominations to the Board of Directors or other proposals to be considered at an annual meeting, the stockholder must have given timely notice thereof in writing to the Secretary at Verastem, Inc., 117 Kendrick Street, Suite 500, Needham, MA 02494. To be timely for the 2019 annual meeting, the stockholder's notice must be delivered to or mailed and received by us not more than 120 days, and not less than 90 days, before the anniversary date of the preceding annual meeting, except that if the annual meeting is set for a date that is not within 20 days before or 60 days after such anniversary date, we must receive the notice not more than 120 days before such meeting and not later than the close of business on the later of the ninetieth day prior to such annual meeting and the tenth day following the day on which we provide notice or public disclosure of the date of the meeting. Assuming the date of our 2019 annual meeting is not so advanced or delayed, stockholders who wish to make a proposal at the 2019 annual meeting must notify us no earlier than January 16, 2019 and no later than February 15, 2019. Such notice must provide the information required by our bylaws with respect to each matter the stockholder proposes to bring before the 2019 annual meeting.

Communications with the Board of Directors

A stockholder may send general communications to ourthe Board of Directors, any committee of ourthe Board of Directors or any individual director by directing such communication to the Secretary,Daniel Calkins, Chief Financial Officer, Verastem, Inc., 117 Kendrick Street, Suite 500, Needham, Massachusetts 02494. All communications


will be shared with the Lead Director, who will provide copies or summaries of such communications to the other directors as he considers appropriate.

Other Matters

As of the date of this proxy statement, the Board of Directors does not intend to present any matters other than those described herein at the Special Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the Special Meeting for action by the stockholders, proxies will be voted in accordance with the recommendation of the Board of Directors or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder.

By Order of the Board of Directors



Robert Forrester
President and Chief Executive Officer
November     , 2018


APPENDIX A

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
VERASTEM, INC.

        Verastem, Inc. (the "Corporation"), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the "DGCL"),DOES HEREBY CERTIFY:

        FIRST:    The name of the Corporation is Verastem, Inc. The original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on August 4, 2010. The Certificate of Incorporation was amended and restated on November 1, 2011, was amended on November 15, 2011 and January 5, 2012, and was amended and restated on February 1, 2012.

        SECOND:    The Certificate of Incorporation, as amended and restated, is hereby further amended by deleting the first sentence of Article FOURTH and replacing it as follows:

        "The total number of shares of all classes of stock which the Corporation shall have authority to issue is 205,000,000 shares, consisting of (i) 200,000,000 shares of Common Stock, $.0001 par value per share ("Common Stock"), and (ii) 5,000,000 shares of Preferred Stock, $.0001 par value per share ("Preferred Stock")."

        THIRD:    That, pursuant to resolution of the Corporation's board of directors, a special meeting of the stockholders of the Corporation was duly called and held upon notice in accordance with Section 222 of the DGCL, at which meeting the necessary number of shares as required by statute were voted in favor of this Certificate of Amendment.

        FOURTH:    This Certificate of Amendment was duly adopted by the directors and stockholders of the Corporation in accordance with the provisions of Section 242 of the DGCL.

        IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by the authorized officer below as of the date hereof.




By:



Name:Robert Forrester
Title:President and Chief Executive Officer


APPENDIX B

VERASTEM, INC.

Amended and Restated
2012 Incentive Plan

1.Purpose

        The purpose of this 2012 Incentive Plan (the "Plan") of Verastem, Inc., a Delaware corporation (the "Company"), is to advance the interests of the Company's stockholders by enhancing the Company's ability to attract, retain and motivate persons who are expected to make important contributions to the Company and by providing such persons with equity ownership opportunities and performance-based incentives that are intended to better align the interests of such persons with those of the Company's stockholders. Except where the context otherwise requires, the term "Company" shall include any of the Company's present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the "Code") and any other business venture (including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as determined by the Board of Directors

​
Daniel Paterson
President and Chief Executive Officer
      ,      

32
​
[MISSING IMAGE: px_23vstmproxy1pg01-bw.jpg]
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) DateTO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:KEEP THIS PORTION FOR YOUR RECORDSTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLYV27104-TBDFor Against Abstain! ! !VERASTEM, INC.VERASTEM, INC.117 KENDRICK STREET, SUITE 500NEEDHAM, MA 02494Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,administrator, or other fiduciary, please give full title as such. Joint owners should each signpersonally. All holders must sign. If a corporation or partnership, please sign in full corporateor partnership name by authorized officer.1. To approve the one-time exchange of options for shares of the Company (the "Board").

2.Eligibility

        All of the Company's employees, officers and directors, as well as consultants and advisors to the Company (as such terms consultants and advisors are defined and interpreted for purposes of Form S-8Company’s common stock issued under the Securities Act of 1933,Company’s Amended and Restated 2012Incentive Plan and the Company’s Amended and Restated 2021 Equity Incentive Plan and options granted as amended (the "Securities Act"), or any successor form) are eligibleinducement awards to be granted Awardscertain newly hiredemployees under the Plan. Each person who is granted anCompany’s Inducement Award under the Plan is deemed a "Participant." "Award" means Options (as defined in Section 5), SARs (as defined in Section 6), Restricted Stock (as defined in Section 7), Restricted Stock Units (as defined in Section 7) and Other Stock-Based Awards (as defined in Section 8) and Cash-Based Awards (as defined in Section 8).

3.Administration and Delegation

        (a)    Administration by Board of Directors.    The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt, amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board's sole discretion and shall be final and binding on all persons having or claiming any interest in the Plan or in any Award.

        (b)    Appointment of Committees.    To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to one or more committees or subcommittees of the Board (a "Committee"). All references in the Plan to the "Board" shall mean the Board or a Committee of the Board or the officers referred to in Section 3(c) to the extent that the Board's powers or authority under the Plan have been delegated to such Committee or officers.

        (c)    Delegation to Officers.    To the extent permitted by applicable law, the Board may delegate to one or more officers of the Company the power to grant Options and other Awards that constitute rights under Delaware law (subject to any limitations under the Plan) to employees or officers of the Company and to exercise such other powers under the Plan as the Board may determine,provided that the Board shall fix the terms of such Awards to be granted by such officers (including the exercise price of such Awards, which may include a formula by which the exercise price will be determined) and the maximum number of shares subject to such Awards that the officers may grant;provided further,


however, that no officer shall be authorized to grant such Awards to any "executive officer" of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) or to any "officer" of the Company (as defined by Rule 16a-1 under the Exchange Act). The Board may not delegate authority under this Section 3(c) to grant Restricted Stock, unless Delaware law then permits such delegation.

4.Stock Available for Awards

        (a)    Number of Shares; Share Counting.    

            (1)    Authorized Number of Shares.    Subject to adjustment under Section 9, Awards may be made under the Plan (any or all of which Awards may be in the form of Incentive Stock Options, as defined in Section 5(b)) for up to 16,628,425 shares of common stock, $0.0001 par value per share, of the Company (the "Common Stock").

            (2)    Share Counting.    For purposes of counting the number of shares available for the grant of Awards under the Plan:

                (A)  all shares of Common Stock covered by SARs shall be counted against the number of shares available for the grant of Awards under the Plan;provided, however, that (i) SARs that may be settled only in cash shall not be so counted and (ii) if the Company grants an SAR in tandem with an Option for the same number of shares of Common Stock and provides that only one such Award may be exercised (a "Tandem SAR"), only the shares covered by the Option, and not the shares covered by the Tandem SAR, shall be so counted, and the expiration of one in connection with the other's exercise will not restore shares to the Plan;

                (B)  if any Award (i) expires or is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant to a contractual repurchase right) or (ii) results in any Common Stock not being issued (including as a result of an SAR that was settleable either in cash or in stock actually being settled in cash), the unused Common Stock covered by such Award shall again be available for the grant of Awards;provided, however, that (1) in the case of Incentive Stock Options, the foregoing shall be subject to any limitations under the Code, (2) in the case of the exercise of an SAR, the number of shares counted against the shares available under the Plan shall be the full number of shares subject to the SAR multiplied by the percentage of the SAR actually exercised, regardless of the number of shares actually used to settle such SAR upon exercise and (3) the shares covered by a tandem SAR shall not again become available for grant upon the expiration or termination of such tandem SAR; and

                (C)  shares of Common Stock delivered (either by actual delivery, attestation, or net exercise) to the Company by a Participant to (i) purchase shares of Common Stock upon the exercise of an Award or (ii) satisfy tax withholding obligations (including shares retained from the Award creating the tax obligation) shall not be added back to the number of shares available for the future grant of Awards.

        (b)    Section 162(m) Per-Participant Limit.    Subject to adjustment under Section 9, the maximum number of shares of Common Stock with respect to which Awards may be granted to any Participant under the Plan shall be 1,142,857 per calendar year. For purposes of the foregoing limit, the combination of an Option in tandem with an SAR shall be treated as a single Award. The per Participant limit described in this Section 4(b) shall be construed and applied consistently with


Section 162(m) of the Code or any successor provision thereto, and the regulations thereunder ("Section 162(m)").

        (c)    Substitute Awards.    In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property or stock of an entity, the Board may grant Awards in substitution for any options or other stock or stock-based awards granted by such entity or an affiliate thereof. Substitute Awards may be granted on such terms as the Board deems appropriate in the circumstances, notwithstanding any limitations on Awards contained in the Plan. Substitute Awards shall not count against the overall share limit set forth in Section 4(a)(1) or any sublimit contained in the Plan, except as may be required by reason of Section 422 and related provisions of the Code.

5.Stock Options

        (a)    General.    The Board may grant options to purchase Common Stock (each, an "Option") and determine the number of shares of Common Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable.

        (b)    Incentive Stock Options.    An Option that the Board intends to be an "incentive stock option" as defined in Section 422 of the Code (an "Incentive Stock Option") shall only be granted to employees of Verastem, Inc., any of Verastem, Inc.'s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Code, and any other entities the employees of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed consistently with the requirements of Section 422 of the Code. An Option that is not intended to be an Incentive Stock Option shall be designated a "Nonstatutory Stock Option." The Company shall have no liability to a Participant, or any other party, if an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option or if the Company converts an Incentive Stock Option to a Nonstatutory Stock Option.

        (c)    Exercise Price.    The Board shall establish the exercise price of each Option and specify the exercise price in the applicable Option agreement. The exercise price shall be not less than 100% of the fair market value per share of Common Stock as determined by (or in a manner approved by) the Board ("Fair Market Value") on the date the Option is granted;provided that if the Board approves the grant of an Option with an exercise price to be determined on a future date, the exercise price shall be not less than 100% of the Fair Market Value on such future date.

        (d)    Duration of Options.    Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable option agreement;provided, however, that no Option will be granted with a term in excess of 10 years.

        (e)    Exercise of Options.    Options may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with payment in full (in the manner specified in Section 5(f)) of the exercise price for the number of shares for which the Option is exercised. Shares of Common Stock subject to the Option will be delivered by the Company as soon as practicable following exercise.

        (f)    Payment Upon Exercise.    Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:

            (1)   in cash or by check, payable to the order of the Company;

            (2)   except as may otherwise be provided in the applicable Option agreement or approved by the Board, in its sole discretion, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price


    and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding;

            (3)   to the extent provided for in the applicable Option agreement or approved by the Board, in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their Fair Market Value, provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;

            (4)   to the extent provided for in the applicable Nonstatutory Stock Option agreement or approved by the Board in its sole discretion, by delivery of a notice of "net exercise" to the Company, as a result of which the Participant would receive (i) the number of shares underlying the portion of the Option being exercised, less (ii) such number of shares as is equal to (A) the aggregate exercise price for the portion of the Option being exercised divided by (B) the Fair Market Value on the date of exercise;

            (5)   to the extent permitted by applicable law and provided for in the applicable Option agreement or approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or

            (6)   by any combination of the above permitted forms of payment.

        (g)    Limitation on Repricing.    Unless such action is approved by the Company's stockholders, the Company may not (except as provided for under Section 9): (1) amend any outstanding Option granted under the Plan to provide an exercise price per share that is lower than the then-current exercise price per share of such outstanding Option, (2) cancel any outstanding option (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(c)) covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of the cancelled option, (3) cancel in exchange for a cash payment any outstanding Option with an exercise price per share above the then-current Fair Market Value, other than pursuant to Section 9, or (4) take any other action under the Plan that constitutes a "repricing" within the meaning of the rules of the NASDAQ Stock Market.

6.Stock Appreciation Rights

        (a)    General.    The Board may grant Awards consisting of stock appreciation rights ("SARs") entitling the holder, upon exercise, to receive an amount of Common Stock or cash or a combination thereof (such form to be determined by the Board) determined by reference to appreciation, from and after the date of grant, in the Fair Market Value of a share of Common Stock over the measurement price established pursuant to Section 6(b). The date as of which such appreciation is determined shall be the exercise date.

        (b)    Measurement Price.    The Board shall establish the measurement price of each SAR and specify it in the applicable SAR agreement. The measurement price shall not be less than 100% of the Fair Market Value on the date the SAR is granted;provided that if the Board approves the grant of an SAR effective as of a future date, the measurement price shall be not less than 100% of the Fair Market Value on such future date.

        (c)    Duration of SARs.    Each SAR shall be exercisable at such times and subject to such terms and conditions as the Board may specify in the applicable SAR agreement;provided, however, that no SAR will be granted with a term in excess of 10 years.


        (d)    Exercise of SARs.    SARs may be exercised by delivery to the Company of a notice of exercise in a form (which may be electronic) approved by the Company, together with any other documents required by the Board.

        (e)    Limitation on Repricing.    Unless such action is approved by the Company's stockholders, the Company may not (except as provided for under Section 9): (1) amend any outstanding SAR granted under the Plan to provide a measurement price per share that is lower than the then-current measurement price per share of such outstanding SAR, (2) cancel any outstanding SAR (whether or not granted under the Plan) and grant in substitution therefor new Awards under the Plan (other than Awards granted pursuant to Section 4(c)) covering the same or a different number of shares of Common Stock and having an exercise or measurement price per share lower than the then-current measurement price per share of the cancelled SAR, (3) cancel in exchange for a cash payment any outstanding SAR with a measurement price per share above the then-current Fair Market Value, other than pursuant to Section 9, or (4) take any other action under the Plan that constitutes a "repricing" within the meaning of the rules of the NASDAQ Stock Market.

7.Restricted Stock; Restricted Stock Units

        (a)    General.    The Board may grant Awards entitling recipients to acquire shares of Common Stock ("Restricted Stock"), subject to the right of the Company to repurchase all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior to the end of the applicable restriction period or periods established by the Board for such Award. The Board may also grant Awards entitling the recipient to receive shares of Common Stock or cash to be delivered at the time such Award vests ("Restricted Stock Units") (Restricted Stock and Restricted Stock Units are each referred to herein as a "Restricted Stock Award").

        (b)    Terms and Conditions for All Restricted Stock Awards.    The Board shall determine the terms and conditions of a Restricted Stock Award, including the conditions for vesting and repurchase (or forfeiture) and the issue price, if any.

        (c)    Additional Provisions Relating to Restricted Stock.    

            (1)    Dividends.    Unless otherwise provided in the applicable Award agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to shares of Restricted Stock ("Accrued Dividends") shall be paid to the Participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares. Each payment of Accrued Dividends will be made no later than the end of the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares of Restricted Stock.

            (2)    Stock Certificates.    The Company may require that any stock certificates issued in respect of shares of Restricted Stock, as well as dividends or distributions paid on such Restricted Stock, shall be deposited in escrow by the Participant, together with a stock power endorsed in blank, with the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to his or her Designated Beneficiary. "Designated Beneficiary" means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant's death or (ii) in the absence of an effective designation by a Participant, the Participant's estate.


        (d)    Additional Provisions Relating to Restricted Stock Units.    

            (1)    Settlement.    Upon the vesting of and/or lapsing of any other restrictions (i.e., settlement) with respect to each Restricted Stock Unit, the Participant shall be entitled to receive from the Company one share of Common Stock or (if so provided in the applicable Award agreement) an amount of cash equal to the Fair Market Value of one share of Common Stock. The Board may, in its discretion, provide that settlement of Restricted Stock Units shall be deferred, on a mandatory basis or at the election of the Participant in a manner that complies with Section 409A of the Code.

            (2)    Voting Rights.    A Participant shall have no voting rights with respect to any Restricted Stock Units.

            (3)    Dividend Equivalents.    The Award agreement for Restricted Stock Units may provide Participants with the right to receive an amount equal to any dividends or other distributions declared and paid on an equal number of outstanding shares of Common Stock ("Dividend Equivalents"). Dividend Equivalents may be paid currently or credited to an account for the Participant, may be settled in cash and/or shares of Common Stock and may be subject to the same restrictions on transfer and forfeitability as the Restricted Stock Units with respect to which paid, in each case to the extent provided in the Award agreement.

8.Other Stock-Based and Cash-Based Awards

        (a)    General.    Other Awards of shares of Common Stock, and other AwardsProgram that are valued in whole or in partheld by reference to, or are otherwise based on, shares of Common Stock orcertain executive officers, other property, may be granted hereunder to Participants ("Other Stock-Based-Awards"). Such Other Stock-Based Awards shall also be available as a form of payment in the settlement of other Awards granted under the Plan or as payment in lieu of compensation to which a Participant is otherwise entitled. Other Stock-Based Awards may be paid in shares of Common Stock or cash, as the Board shall determine. The Company may also grant Performance Awards or other Awards denominated in cash rather than shares of Common Stock ("Cash-Based Awards").

        (b)    Termsemployees, and Conditions.    Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award or Cash-Based Award, including any purchase price applicable thereto.

9.Adjustments for Changes in Common Stock and Certain Other Events

        (a)    Changes in Capitalization.    In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under the Plan, (ii) the share counting rules and sublimit set forth in Sections 4(a) and 4(b), (iii) the number and class of securities and exercise price per share of each outstanding Option, (iv) the share and per-share provisions and the measurement price of each outstanding SAR, (v) the number of shares subject to and the repurchase price per share subject to each outstanding Restricted Stock Award and (vi) the share and per-share-related provisions and the purchase price, if any, of each outstanding Other Stock-Based Award, shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by the Board. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date, the stock dividend with respect to the shares of Common


Stock acquired upon such Option exercise, notwithstanding the fact that such shares were not outstanding as of the close of business on the record date for such stock dividend.

        (b)    Reorganization Events.    

            (1)    Definition.    A "Reorganization Event" shall mean: (a) any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (b) any transfer or disposition of all of the Common Stock ofnon-employee directorsof the Company for cash, securities or other property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company.

            (2)    Consequences of a Reorganization Event on Awards Other than Restricted Stock.    

                (A)  In connection with a Reorganization Event, the Board may take any one or more of the following actions as to all or any (or any portion of) outstanding Awards other than Restricted Stock on such terms as the Board determines (except to the extent specifically provided otherwise in an applicable Award agreement or another agreement between the Company and the Participant): (i) provide that such Awards shall be assumed, or substantially equivalent Awards shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a Participant, provide that all of the Participant's unexercised Awards will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that outstanding Awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an Award shall lapse, in whole or in part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the "Acquisition Price"), make or provide for a cash payment to Participants with respect to each Award held by a Participant equal to (A) the number of shares of Common Stock subject to the vested portion of the Award (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (B) the excess, if any, of (I) the Acquisition Price over (II) the exercise, measurement or purchase price of such Award and any applicable tax withholdings, in exchange for the termination of such Award, (v) provide that, in connection with a liquidation or dissolution of the Company, Awards shall convert into the right to receive liquidation proceeds (if applicable, net of the exercise, measurement or purchase price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing. In taking any of the actions permitted under this Section 9(b)(2), the Board shall not be obligated by the Plan to treat all Awards, all Awards held by a Participant, or all Awards of the same type, identically.

                (B)  Notwithstanding the terms of Section 9(b)(2)(A), in the case of outstanding Restricted Stock Units that are subject to Section 409A of the Code: (i) if the applicable Restricted Stock Unit agreement provides that the Restricted Stock Units shall be settled upon a "change in control event" within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i), and the Reorganization Event constitutes such a "change in control event", then no assumption or substitution shall be permitted pursuant to Section 9(b)(2)(A)(i) and the Restricted Stock Units shall instead be settled in accordance with the terms of the applicable Restricted Stock Unit agreement; and (ii) the Board may only undertake the actions set forth in clauses (iii), (iv) or (v) of Section 9(b)(2)(A) if the Reorganization Event constitutes a "change in control event" as defined under Treasury Regulation Section 1.409A-3(i)(5)(i) and such action is permitted


        or required by Section 409A of the Code; if the Reorganization Event is not a "change in control event" as so defined or such action is not permitted or required by Section 409A of the Code, and the acquiring or succeeding corporation does not assume or substitute the Restricted Stock Units pursuant to clause (i) of Section 9 (b)(2)(A), then the unvested Restricted Stock Units shall terminate immediately prior to the consummation of the Reorganization Event without any payment in exchange therefor.

                (C)  For purposes of Section 9(b)(2)(A)(i), an Award (other than Restricted Stock) shall be considered assumed if, following consummation of the Reorganization Event, such Award confers the right to purchase or receive pursuant to the terms of such Award, for each share of Common Stock subject to the Award immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock);provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise or settlement of the Award to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determined to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

            (3)    Consequences of a Reorganization Event on Restricted Stock.    Upon the occurrence of a Reorganization Event other than a liquidation or dissolution of the Company, the repurchase and other rights of the Company with respect to outstanding Restricted Stock shall inure to the benefit of the Company's successor and shall, unless the Board determines otherwise, apply to the cash, securities or other property which the Common Stock was converted into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to such Restricted Stock;provided,however, that the Board may provide for termination or deemed satisfaction of such repurchase or other rights under the instrument evidencing any Restricted Stock or any other agreement between a Participant and the Company, either initially or by amendment. Upon the occurrence of a Reorganization Event involving the liquidation or dissolution of the Company, except to the extent specifically provided to the contrary in the instrument evidencing any Restricted Stock or any other agreement between a Participant and the Company, all restrictions and conditions on all Restricted Stock then outstanding shall automatically be deemed terminated or satisfied.

10.General Provisions Applicable to Awards

        (a)    Transferability of Awards.    Awards shall not be sold, assigned, transferred, pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will or the laws of descent and distribution or, other than in the case of an Incentive Stock Option or Awards subject to Section 409A of the Code, pursuant to a qualified domestic relations order, and, during the life of the Participant, shall be exercisable only by the Participant;provided, however, except with respect to Awards subject to Section 409A of the Code, that the Board may permit or provide in an Award for the gratuitous transfer of the Award by the Participant to or for the benefit of any immediate family member, family trust or other entity established for the benefit of the Participant and/or an immediate family member thereof if the Company would be eligible to use a


Form S-8 under the Securities Act for the registration of the sale of the Common Stock subject to such Award to such proposed transferee;provided further, that the Company shall not be required to recognize any such permitted transfer until such time as such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of the Award. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. For the avoidance of doubt, nothing contained in this Section 10(a) shall be deemed to restrict a transfer to the Company.

        (b)    Documentation.    Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain terms and conditions in addition to those set forth in the Plan.

        (c)    Board Discretion.    Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.

        (d)    Termination of Status.    The Board shall determine the effect on an Award of the disability, death, termination or other cessation of employment, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant's legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the Award.

        (e)    Withholding.    The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before the Company will issue any shares on exercise, vesting or release from forfeiture of an Award or at the same time as payment of the exercise or purchase price, unless the Company determines otherwise. If provided for in an Award or approved by the Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value;provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the maximum withholding amount consistent with the award being subject to equity accounting treatment under the applicable accounting rules. Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

        (f)    Amendment of Award.    The Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock Option to a Nonstatutory Stock Option. The Participant's consent to such action shall be required unless (i) the Board determines that the action, taking into account any related action, does not materially and adversely affect the Participant's rights under the Plan or (ii) the change is permitted under Section 9.

        (g)    Conditions on Delivery of Stock.    The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove restrictions from shares previously issued or delivered under the Plan until (i) all conditions of the Award have been met or removed to the satisfaction of the Company, (ii) in the opinion of the Company's counsel, all other legal matters in connection with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and regulations and any applicable stock exchange or stock market rules and regulations,


and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

        (h)    Acceleration.    The Board may at any time provide that any Award shall become immediately exercisable in whole or in part, free of some or all restrictions or conditions, or otherwise realizable in whole or in part, as the case may be.

        (i)    Performance Awards.

            (1)    Grants.    Restricted Stock Awards and Other Stock-Based Awards under the Plan may be made subject to the achievement of performance goals pursuant to this Section 10(i) ("Performance Awards"). Subject to Section 10(i)(4), no Performance Awards shall vest prior to the first anniversary of the date of grant. Performance Awards can also provide for cash payments of up to $5,000,000 per calendar year per individual.

            (2)    Committee.    Grants of Performance Awards to any Covered Employee (as defined below) intended to qualify as "performance-based compensation" under Section 162(m) ("Performance-Based Compensation") shall be made only by a Committee (or a subcommittee of a Committee) comprised solely of two or more directors eligible to serve on a committee making Awards qualifying as "performance-based compensation" under Section 162(m). In the case of such Awards granted to Covered Employees, references to the Board or to a Committee shall be treated as referring to such Committee (or subcommittee). "Covered Employee" shall mean any person who is, or whom the Committee, in its discretion, determines may be, a "covered employee" under Section 162(m)(3) of the Code.

            (3)    Performance Measures.    For any Award that is intended to qualify as Performance-Based Compensation, the Committee shall specify that the degree of granting, vesting and/or payout shall be subject to the achievement of one or more objective performance measures established by the Committee, which shall be based on the relative or absolute attainment of specified levels of one or any combination of the following, which may be determined pursuant to generally accepted accounting principles ("GAAP") or on a non-GAAP basis, as determined by the Committee: scientific progress, product development progress, business development progress, including in-licensing, net income/(loss), earnings/(loss) before or after discontinued operations, interest, taxes, depreciation and/or amortization, operating profit/(loss) before or after discontinued operations and/or taxes, sales, sales growth, earnings growth, cash flow or cash position, gross margins, stock price, financings (issuance of debt or equity), refinancings, market share, return on sales, assets, equity or investment, improvement of financial ratings, achievement of balance sheet or income statement objectives or total stockholder return. Such goals may reflect absolute entity or business unit performance or a relative comparison to the performance of a peer group of entities or other external measure of the selected performance criteria and may be absolute in their terms or measured against or in relationship to other companies comparably, similarly or otherwise situated. The Committee may specify that such performance measures shall be adjusted to exclude any one or more of (i) extraordinary items, (ii) gains or losses on the dispositions of discontinued operations, (iii) the cumulative effects of changes in accounting principles, (iv) the writedown of any asset, (vi) fluctuation in foreign currency exchange rates, and (vi) charges for restructuring and rationalization programs. Such performance measures: (i) may vary by Participant and may be different for different Awards; (ii) may be particular to a Participant or the department, branch, line of business, subsidiary or other unit in which the Participant works and may cover such period as may be specified by the Committee; and (iii) shall be set by the Committee within the time period prescribed by, and shall otherwise comply with the requirements of, Section 162(m). Awards that are not intended to qualify as Performance-Based Compensation may be based on these or such other performance measures as the Board may determine.


            (4)    Adjustments.    Notwithstanding any provision of the Plan, with respect to any Performance Award that is intended to qualify as Performance-Based Compensation, the Committee may adjust downwards, but not upwards, the cash or number of shares payable pursuant to such Award, and the Committee may not waive the achievement of the applicable performance measures except in the case of the death or disability of the Participant or a change in control of the Company.

            (5)    Other.    The Committee shall have the power to impose such other restrictions on Performance Awards as it may deem necessary or appropriate to ensure that such Awards satisfy all requirements for Performance-Based Compensation.

11.Miscellaneous

        (a)    No Right To Employment or Other Status.    No person shall have any claim or right to be granted an Award by virtue of the adoption of the Plan, and the grant of an Award shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under the Plan, except as expressly provided in the applicable Award.

        (b)    No Rights As Stockholder.    Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming the record holder of such shares.

        (c)    Effective Date and Term of Plan.    The Plan, as amended and restated, shall become effective on the date the Plan is adopted by the Board. No Awards shall be granted under the Plan after the expiration of 10 years from the date the Plan was initially approved by the Company's stockholders, but Awards previously granted may extend beyond that date.

        (d)    Amendment of Plan.    The Board may amend, suspend or terminate the Plan or any portion thereof at any time provided that (i) to the extent required by Section 162(m), no Award granted to a Participant that is intended to comply with Section 162(m) after the date of such amendment shall become exercisable, realizable or vested, as applicable to such Award, unless and until the Company's stockholders approve such amendment in the manner required by Section 162(m); and (ii) no amendment that would require stockholder approval under the rules of the NASDAQ Stock Market may be made effective unless and until the Company's stockholders approve such amendment. In addition, if at any time the approval of the Company's stockholders is required as to any other modification or amendment under Section 422 of the Code or any successor provision with respect to Incentive Stock Options, the Board may not effect such modification or amendment without such approval. Unless otherwise specified in the amendment, any amendment to the Plan adopted in accordance with this Section 11(d) shall apply to, and be binding on the holders of, all Awards outstanding under the Plan at the time the amendment is adopted, provided the Board determines that such amendment, taking into account any related action, does not materially and adversely affect the rights of Participants under the Plan. No Award shall be made that is conditioned upon stockholder approval of any amendment to the Plan unless the Award provides that (i) it will terminate or be forfeited if stockholder approval of such amendment is not obtained within no more than 12 months from the date of grant and (2) it may not be exercised or settled (or otherwise result in the issuance of Common Stock) prior to such stockholder approval.

        (e)    Authorization of Sub-Plans (including for Grants to non-U.S. Employees).    The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable securities, tax or other laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to the Plan containing (i) such limitations on the Board's discretion under the Plan as the Board deems necessary or desirable or (ii) such additional terms and conditions not


otherwise inconsistent with the Plan as the Board shall deem necessary or desirable. All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any jurisdiction which is not the subject of such supplement.

        (f)    Compliance with Section 409A of the Code.    Except as provided in individual Award agreements initially or by amendment, if and to the extent (i) any portion of any payment, compensation or other benefit provided to a Participant pursuant to the Plan in connection with his or her employment termination constitutes "nonqualified deferred compensation" within the meaning of Section 409A of the Code and (ii) the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting the Award) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of "separation from service" (as determined under Section 409A of the Code) (the "New Payment Date"), except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule.

        The Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but do not to satisfy the conditions of that section.

        (g)    Limitations on Liability.    Notwithstanding any other provisions of the Plan, no individual acting as a director, officer, employee or agent of the Company will be liable to any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with the Plan, nor will such individual be personally liable with respect to the Plan because of any contract or other instrument he or she executes in his or her capacity as a director, officer, employee or agent of the Company. The Company will indemnify and hold harmless each director, officer, employee or agent of the Company to whom any duty or power relating to the administration or interpretation of the Plan has been or will be delegated, against any cost or expense (including attorneys' fees) or liability (including any sum paid in settlement of a claim with the Board's approval) arising out of any act or omission to act concerning the Plan unless arising out of such person's own fraud or bad faith.

        (h)    Governing Law.    The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than the State of Delaware.



APPENDIX C

VERASTEM, INC.
2018 EMPLOYEE STOCK PURCHASE PLAN

1.     Defined Terms

Exhibit A, which is incorporated by reference, defines certain terms used in the Plan and sets forth certain operational rules related to those terms.

2.     Purpose of Plan

        The Plan is intended to enable Eligible Employees to use payroll deductionsnew options to purchase shares of Stock in offerings under the Plan and thereby acquire an interestCompany’s common stock, as disclosed in the future of the Company. The Plan is intended to qualify as an "employee stock purchase plan" under Section 423 and to be exempt from the application and requirements of Section 409A of the Code and is to be construed accordingly.

accompanying proxy statement.NOTE: Such

3.     Options to Purchase Stock

        Subject to adjustment pursuant to Section 16 of the Plan, the maximum aggregate number of shares of Stock available for purchase under the Plan to Eligible Employees will be 2,000,000 shares. The shares of Stock to be delivered upon exercise of Options under the Plan may be either shares of authorized but unissued Stock, treasury Stock, or Stock acquired in an open-market transaction. If any Option granted under the Plan expires or terminates for any reason without having been exercised in full or ceases for any reason to be exercisable in whole or in part, the unpurchased shares of Stock subject to such Option will again be available for purchase pursuant to the exercise of Options under the Plan. If, on an Exercise Date, the total number of shares of Stock that would otherwise be subject to Options granted under the Plan exceeds the number of shares then available under the Plan (after deduction of all shares for which Options have been exercised or are then outstanding), the Administrator shall make a pro rata allocation of the shares remaining available for purchase under the Plan in as uniform a manner as shall be practicable and as it shall determine to be equitable. In such event, the Administrator shall notify each Participant of such reduction and of the effect on the Participant's Options and may reduce the rate of payroll deductions, if necessary.

4.     Eligibility

        (a)    Eligibility Requirements.    Subject to Section 13 of the Plan and the exceptions and limitations set forth in Sections 4(b), 4(c) and 6 of the Plan, orother business as may be provided elsewhere in the Plan, each Employee (i) who has been continuously employed by the Company or a Designated Subsidiary, as applicable, for a period of at least thirty (30) days as of the first day of an Option Period, (ii) whose customary Employment with the Company or a Designated Subsidiary, as applicable, is for more than five (5) months per calendar year and (iii) who customarily works twenty (20) hours or more per week shall be considered an Eligible Employee.

        (b)    Five Percent Shareholders.    No Employee may be granted an Option under the Plan if, immediately after the Option is granted, the Employee would own (or pursuant to Section 424(d) of the Code would be deemed to own) stock possessing five percent (5%) or more of the total combined voting power or value of all classes of Stock of the Company or of its Parent or Subsidiaries, if any.

        (c)    Additional Requirements.    The Administrator may, for Option Periods that have not yet commenced, establish additional or different eligibility requirements not inconsistent with Section 423.


5.     Option Periods

        The Plan will generally be implemented by a series of separate offerings referred to as "Option Periods." Unless otherwise determined by the Administrator, the Option Periods will be successive periods of approximately six (6) months commencing on the first Business Day in January and July of each year, anticipated to be on or around January 1 and July 1, and ending approximately six (6) months later on the last Business Day in June or December, as applicable, of each year, anticipated to be on or around June 30 and December 31. The last Business Day of each Option Period will be an "Exercise Date." The Administrator may change the Exercise Date, the commencement date, the ending date and the duration of each Option Period to the extent permitted by Section 423;provided, however, that no Option may be exercised after 27 months from its grant date.

6.     Option Grant

        Subject to the limitations set forth in Sections 4 and 10 of the Plan and the Maximum Share Limit, on the first day of an Option Period, each Participant automatically will be granted an Option to purchase shares of Stock on the Exercise Date;provided,however, that no Participant will be granted an Option under the Plan that permits the Participant's right to purchase shares of Stock under the Plan and under all other employee stock purchase plans of the Company and its Parent and Subsidiaries, if any, to accrue at a rate that exceeds $25,000 in Fair Market Value (or such other maximum as may be prescribed from time to time by the Code) for each calendar year during which any Option granted to such Participant is outstanding at any time, as determined in accordance with Section 423 of the Code.

7.     Method of Participation

        (a)    Payroll Deduction and Participation Authorization.    To participate in an Option Period, an Eligible Employee must execute and deliver to the Administrator a payroll deduction and participation authorization form in accordance with the procedures prescribed by, and in a form acceptable to, the Administrator and, in so doing, the Eligible Employee will thereby become a Participant as of the first day of such Option Period. Such an Eligible Employee will remain a Participant with respect to subsequent Option Periods until his or her participation in the Plan is terminated as provided herein. Such payroll deduction and participation authorization must be delivered not later than ten (10) Business Days prior to the first day of an Option Period, or such other time as specified by the Administrator.

        (b)    Changes to Payroll Deduction Authorization for Subsequent Option Periods.    A Participant's payroll deduction authorization will remain in effect for subsequent Option Periods unless the Participant files a new authorization not later than ten (10) Business Days prior to the first day of the subsequent Option Period (or such other time as specified by the Administrator) or the Participant's Option is cancelled pursuant to Section 13 or 14 of the Plan.

        (c)    Changes to Payroll Deduction Authorization for Current Option Period.    During an Option Period, a Participant's payroll deduction authorization may not be increased or decreased, except that a Participant may terminate his or her payroll deduction authorization by canceling his or her Option in accordance with Section 13 of the Plan.

        (d)    Payroll Deduction Percentage.    Each payroll deduction authorization will authorize payroll deductions as a whole percentage from one (1) to ten (10) percent of the employee's Eligible Compensation per payroll period.

        (e)    Payroll Deduction Account.    All payroll deductions made pursuant to this Section 7 will be credited to the Participant's Account. Amounts credited to a Participant's Account will not be required to be set aside in trust or otherwise segregated from the Company's general assets.


8.     Method of Payment

        A Participant must pay for shares of Stock purchased under the Plan with accumulated payroll deductions credited to the Participant's Account, unless otherwise provided by the Administrator under a sub-plan or separate offering for a non-U.S. Designated Subsidiary.

9.     Purchase Price

        The Purchase Price of shares of Stock issued pursuant to the exercise of an Option on each Exercise Date will be eighty-five percent (85%) (or such greater percentage specified by the Administrator to the extent permitted under Section 423) of the lesser of (a) the Fair Market Value of a share of Stock on the date on which the Option was granted pursuant to Section 6 of the Plan (i.e., the first day of the Option Period) and (b) the Fair Market Value of a share of Stock on the date on which the Option is deemed exercised pursuant to Section 10 of the Plan (i.e., the Exercise Date).

10.   Exercise of Options

        (a)    Purchase of Shares.    Subject to the limitations set forth in Section 6 of the Plan and this Section 10, with respect to each Option Period, on the applicable Exercise Date, each Participant will be deemed to have exercised his or her Option and the accumulated payroll deductions in the Participant's Account will be applied to purchase the greatest number of shares of Stock (rounded down to the nearest whole share) that can be purchased with such Account balance at the applicable Purchase Price;provided, however, that no more than 3,333 shares of Stock may be purchased by a Participant on any Exercise Date, or such lesser number as the Administrator may prescribe in accordance with Section 423 (the "Maximum Share Limit"). As soon as practicable thereafter, shares of Stock so purchased will be placed, in book-entry form, into a record keeping account in the name of the Participant. No fractional shares will be purchased pursuant to the exercise of an Option under the Plan; any accumulated payroll deductions in a Participant's Account that are not sufficient to purchase a whole share will be retained in the Participant's Account for the subsequent Option Period, subject to earlier withdrawal by the Participant as provided in Section 13 hereof.

        (b)    Return of Account Balance.    Except as provided in Section 10(a) with respect to fractional shares, any amount of payroll deductions in a Participant's Account that are not used for the purchase of shares of Stock, whether because of the Participant's withdrawal from participation in an Option Period or for any other reason, will be returned to the Participant (or his or her designated beneficiary or legal representative, as applicable), without interest, as soon as administratively practicable after such withdrawal or other event, as applicable. If the Participant's accumulated payroll deductions on the Exercise Date of an Option Period would otherwise enable the Participant to purchase shares of Stock in excess of the Maximum Share Limit or the maximum Fair Market Value set forth in Section 6 of the Plan, the excess of the amount of the accumulated payroll deductions over the aggregate Purchase Price of the shares of Stock actually purchased will be returned to the Participant, without interest, as soon as administratively practicable after such Exercise Date.

11.   Interest

        No interest will be payable on any amount held in the Account of any Participant.

12.   Taxes

        Payroll deductions will be made on an after-tax basis. The Administrator will have the right to make such provision as it deems necessary for, and may condition the exercise of an Option on, the satisfaction of its obligations to withhold federal, state, local income or other taxes incurred by reason of the purchase or disposition of shares of Stock under the Plan. In the Administrator's discretion and subject to applicable law, such tax obligations may be paid in whole or in part by delivery of shares of


Stock to the Company, including shares of Stock purchased under the Plan, valued at Fair Market Value, but not in excess of the minimum statutory amounts required to be withheld.

13.   Cancellation and Withdrawal

        (a)    Cancellation of Payroll Deduction Authorization and Withdrawal from Plan.    A Participant who holds an Option under the Plan may cancel all (but not less than all) of his or her Options and terminate his or her payroll deduction authorization by notice delivered to the Administrator in accordance with the procedures prescribed by, and in a form acceptable to, the Administrator. To be effective with respect to an upcoming Exercise Date, such cancellation notice must be delivered not later than ten (10) Business Days prior to such Exercise Date (or such other time as specified by the Administrator). Upon such termination and cancellation, the balance in the Participant's Account will be returned to the Participant, without interest, as soon as administratively practicable thereafter. For the avoidance of doubt, a Participant who reduces to 0% his or her withholding rate for a future Option Period pursuant to Section 7 of the Plan, will be deemed to have terminated his or her payroll deduction authorization and canceled his or her participation in future Option Periods, unless the Participant delivers a new payroll deduction authorization for a subsequent Option Period in accordance with the rules of Section 7(b) of the Plan.

        (b)    401(k) Hardship Withdrawal.    A Participant who makes a hardship withdrawal from a 401(k) Plan will be deemed to have terminated his or her payroll deduction authorization for subsequent payroll dates relating to the then current Option Period as of the date of such hardship withdrawal and amounts accumulated in the Participant's Account as of such date will be returned to the Participant, without interest, as soon as administratively practicable thereafter. An Employee who has made a hardship withdrawal from a 401(k) Plan will not be permitted to participate in Option Periods commencing after the date of his or her hardship withdrawal until the first Option Period that begins at least six months after the date of his or her hardship withdrawal.

14.   Termination of Employment; Death of Participant

        Upon the termination of a Participant's employment with the Company or a Designated Subsidiary, as applicable, for any reason (including the death of a Participant during an Option Period prior to an Exercise Date) or in the event the Participant ceases to qualify as an Eligible Employee, the Participant will cease to be a Participant, any Option held by the Participant under the Plan will be canceled, the balance in the Participant's Account will be returned to the Participant (or his or her estate or designated beneficiary in the event of the Participant's death), without interest, as soon as administratively practicable thereafter, and the Participant will have no further rights under the Plan.

15.   Equal Rights; Participant's Rights Not Transferable

        All Participants granted Options in an offering under the Plan will have the same rights and privileges, consistent with the requirements set forth in Section 423. Any Option granted under the Plan will be exercisable during the Participant's lifetime only by him or her and may not be sold, pledged, assigned, or transferred in any manner. In the event any Participant violates or attempts to violate the terms of this Section 15, as determined by the Administrator in its sole discretion, any Options held by the Participant under the Plan may be terminated by the Company and, upon the return to the Participant of the balance of his or her Account, without interest, all of the Participant's rights under the Plan will terminate.

16.   Change in Capitalization; Corporate Transaction

        (a)    Change in Capitalization.    In the event of any change in the outstanding Stock by reason of a stock dividend, stock split, reverse stock split, split-up, recapitalization, merger, consolidation,


reorganization, or other capital change, the aggregate number and type of shares of Stock available under the Plan, the number and type of shares of Stock granted under any outstanding Options, the Maximum Share Limit and the purchase price per share of Stock under any outstanding Option will be appropriately adjusted;provided, that any such adjustment shall be made in a manner that complies with Section 423.

        (b)    Corporate Transaction.    In the event of a sale of all or substantially all of the Stock or a sale of all or substantially all of the assets of the Company, or a merger or similar transaction in which the Company is not the surviving corporation or that results in the acquisition of the Company by another person, the Administrator may, in its discretion, (i) if the Company is merged with or acquired by another corporation, provide that each outstanding Option will be assumed or exchanged for a substitute Option granted by the acquiror or successor corporation or by a parent or subsidiary of the acquiror or successor corporation, (ii) cancel each outstanding Option and return the balances in Participants' Accounts to the Participants, and/or (iii) pursuant to Section 18 of the Plan, terminate the Option Period on orproperly come before the date of the proposed sale, merger or similar transaction.

17.   Administration of Plan

        The Plan will be administered by the Administrator, which will have the authority to interpret the Plan, determine eligibility under the Plan, prescribe forms, rules and procedures relating to the Plan and otherwise do all things necessary or appropriate to carry out the purposes of the Plan. All determinations and decisions by the Administrator regarding the interpretation or application of the Plan will be final and binding on all Participants and all persons.

        The Administrator may specify the manner in which the Company and/or Employees are to provide notices and forms under the Plan and may require that such notices and forms be submitted electronically.

18.   Amendment and Termination of Plan; Separate Offerings; Sub-Plans

        (a)    Amendment.    The Board reserves the right at any time or times to amend the Plan to any extent and in any manner it may deem advisable;provided,however, that any amendment that would be treated as the adoption of a new plan for purposes of Section 423 will have no force or effect unless approved by the shareholders of the Company within twelve (12) months before or after its adoption.

        (b)    Termination.    The Board reserves the right at any time or times to suspend or terminate the Plan. In connection therewith, the Board may provide, in its sole discretion, either that outstanding Options will be exercisable either on the Exercise Date for the applicable Option Period or on such earlier date as the Board may specify (in which case such earlier date will be treated as the Exercise Date for the applicable Option Period), or that the balance of each Participant's Account will be returned to the Participant, without interest.

        (c)    Separate Offerings; Sub-Plans.    Notwithstanding the foregoingmeeting or any provision of this Plan to the contrary, consistent with the requirements of Section 423, the Administrator may, in its sole discretion, amend the terms of the Plan, or an offering, and/or provide for separate offerings under this Plan in order to, among other things, reflect the impact of local law outside of the United States as applied to one or more Eligible Employees of a Designated Subsidiary and may, where appropriate, establish one or more sub-plans to reflect such amended provisions.

19.   Approvals

        Shareholder approval of the Plan will be obtained prior to the date that is twelve (12) months after the date of Board approval. In the event that the Plan has not been approved by the shareholders


of the Company prior to November 9, 2019, all Options to purchase shares of Stock under the Plan will be cancelled and become null and void.

        Notwithstanding anything herein to the contrary, the obligation of the Company to issue and deliver shares of Stock under the Plan will be subject to the approval required of any governmental authority in connection with the authorization, issuance, sale or transfer of such shares of Stock and to any requirements of any national securities exchange applicable thereto, and to compliance by the Company with other applicable legal requirements in effect from time to time.

20.   Participants' Rights as Shareholders and Employees

        A Participant will have no rights or privileges as a shareholder of the Company and will not receive any dividends in respect of any shares of Stock covered by an Option granted hereunder until such Option has been exercised, full payment has been made for such shares, and the shares have been issued to the Participant.

        Nothing contained in the provisions of the Plan will be construed as giving to any Employee the right to be retained in the employ of the Company or any Designated Subsidiary or as interfering with the right of the Company or any Designated Subsidiary to discharge, promote, demote or otherwise re-assign any Employee from one position to another within the Company or any Designated Subsidiary at any time.

21.   Information Regarding Disqualifying Dispositions

        By electing to participate in the Plan, each Participant agrees to provide such information about any transfer of Stock acquired under the Plan that occurs within two years after the first day of the Option Period in which such Stock was acquired and within one year after the day such Stock was purchased as may be requested by the Company or any Designated Subsidiary in order to assist it in complying with applicable tax laws.

22.   Governing Law

        The Plan will be governed by and administered in accordance with the laws of the State of Delaware, and with the applicable requirements of the stock exchanges or other trading systems on which the Stock is listed or entered for trading and the Code, in each case as determined by the Administrator. Except as otherwise provided under a sub-plan described in Section 18(c) of the Plan or as provided in the first sentence of this Section 22, the domestic substantive laws of Delaware govern the provisions of the Plan or any Options under the Plan or relating to the subject matter hereof or thereof without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

23.   Effective Date and Term

        The Plan will become effective upon adoption of the Plan by the Board and no rights will be granted hereunder after the earliest to occur of (a) the Plan's termination by the Company, (b) the issuance of all shares of Stock available for issuance under the Plan or (c) the day before the 10-year anniversary of the date the Board approves the Plan.



EXHIBIT A
Definition of Terms

        The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below:

        "401(k) Plan":    A savings plan qualifying under Section 401(k) of the Code that is sponsored by the Company or one of its Subsidiaries for the benefit of its employees.

        "Account":    A payroll deduction account maintained in the Participant's name on the books of the Company.

        "Administrator":    The Compensation Committee of the Board, except that the Compensation Committee may delegate (i) to one or more of its members (or one or more other members of the Board, including the full Board) such of its duties, powers and responsibilities as it may determine and (ii) to such Employees or other persons as it determines such ministerial tasks as it deems appropriate. In the event of any delegation described in the preceding sentence, the term "Administrator" will include the person or persons so delegated to the extent of such delegation.

        "Board":    Theadjournment thereof.The Board of Directors ofrecommends you vote FOR the Company.

        "Business Day":    Any day on which the established national exchange or trading system (including the Nasdaq Global Market) on which the Stock is traded is available and open for trading.

        "Code":    The U.S. Internal Revenue Code of 1986, as from time to time amended and in effect, or any successor statute as from time to time in effect.

        "Company":    Verastem, Inc., a Delaware corporation.

        "Designated Subsidiary":    A Subsidiary of the Company that has been designated by the Board or the Compensation Committee of the Board from time to time as eligible to participate in the Plan. Any such Designated Subsidiary shall be listed by the Administrator on an exhibit to the Plan. For the avoidance of doubt, any Subsidiary of the Company shall be eligible to be designated as a Designated Subsidiary hereunder.

        "Effective Date":    The date of the adoption of the Plan by the Board.

        "Eligible Compensation":    Regular base salary, regular base wages, overtime payments, annual bonuses, commissions and other sales incentives (excluding, for the avoidance of doubt, any long-term incentive payments or awards). Eligible Compensation will not be reduced by any income or employment tax withholdings or any contributions by the Employee to a 401(k) Plan or a plan under Section 125 of the Code, but will be reduced by any contributions made on the Employee's behalf by the Company or any Subsidiary to any deferred compensation plan or welfare benefit program now or hereafter established.

        "Eligible Employee":    Any Employee who meets the eligibility requirements set forth in Section 0 of the Plan.

        "Employee":    Any person who is employed by the Company or a Designated Subsidiary. For the avoidance of doubt, independent contractors and consultants are not "Employees".

        "Exercise Date":    The date set forth in Section 0 of the Plan or otherwise designated by the Administrator with respect to a particular Option Period on which a Participant will be deemed to have exercised the Option granted to him or her for such Option Period.


        "Fair Market Value":    As of a particular date, (i) the closing price for a share of Stock reported on the Nasdaq Global Market (or any other national securities exchange on which the shares are then listed) for that date or, if no closing price is reported for that date, the closing price on the immediately preceding date on which a closing price was reported or (ii) in the event that the Stock is not traded on a national securities exchange, the fair market value of a share of Stock determined by the Administrator consistent with the rules of Section 422 and Section 409A of the Code to the extent applicable.

        "Maximum Share Limit":    The meaning set forth in Section 0 of the Plan.

        "Option":    An option granted pursuant to the Plan entitling the holder to acquire shares of Stock upon payment of the Purchase Price per share of Stock.

        "Option Period":    An offering period established in accordance with Section 0 of the Plan.

        "Parent":    A "parent corporation" as defined in Section 424(e) of the Code.

        "Participant":    An Eligible Employee who elects to enroll in the Plan.

        "Plan":    The Verastem, Inc. 2018 Employee Stock Purchase Plan, as from time to time amended and in effect.

        "Purchase Price":    The price per share of Stock with respect to an Option Period determined in accordance with Section 0 of the Plan.

        "Section 423":    Section 423 of the Code and the regulations thereunder.

        "Stock":    Common stock of the Company, par value $0.0001 per share.

        "Subsidiary":    A "subsidiary corporation" as defined in Section 424(f) of the Code.


following proposal:VOTE BY INTERNET - www.proxyvoting.com Usewww.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information upinformationup until 11:59 P.M.p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxyyourproxy card in hand when you access the web site and follow the instructions to obtain your recordsyourrecords and to create an electronic voting instruction form. VOTEform.ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALSIf you would like to reduce the costs incurred by our company in mailing proxy materials,you can consent to receiving all future proxy statements, proxy cards and annual reportselectronically via e-mail or the Internet. To sign up for electronic delivery, please follow theinstructions above to vote using the Internet and, when prompted, indicate that you agreeto receive or access proxy materials electronically in future years.VOTE BY PHONE - 1-800-690-6903 Use1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Easternp.m.Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand whenhandwhen you call and then follow the instructions. VERASTEM, INC. 117 KENDRICK STREET, SUITE 500 NEEDHAM, MA 02494 VOTEinstructions.VOTE BY MAIL Mark,MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have providedhaveprovided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,NY 11717.

11717.SCAN TOVIEW MATERIALS & VOTE wV27105-TBD​

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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED The Board of Directors recommends you vote FOR the following proposals: For Against Abstain To approve an amendment to the Company’s restated certificate of incorporation to provide for an increase in the total number of shares of common stock that the Company is authorized to issue from 100,000,000 shares to 200,000,000 shares. 1. 2. To approve the adoption of the Company’s Amended and Restated 2012 Incentive Plan, including an amendment to increase the number of shares under the plan by 6,250,000 shares. 3. To approve the adoption of the Verastem, Inc. Employee Stock Purchase Plan. NOTE: In their discretion, the proxies are authorized to vote upon and transact such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name, by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

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Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting and Proxy Statement are available at www.proxyvote.com. V27105-TBD VERASTEM, INC. Special Meeting of Stockholders December 18, 2018 9:00 AM[TBD], 2024 [TBD] Eastern Time This proxy is solicited by the Board of Directors Verastem, Inc., 117 Kendrick Street, Suite 500, Needham, MA 02494 Proxy Solicited by Board of Directors for Special Meeting of Stockholders on Tuesday, December 18, 2018- [TBD], [TBD], 2024 at 9:00 a.m.[TBD] Eastern Time Robert Forrester, Robert GagnonDaniel Paterson and Sean Flynn,Daniel Calkins, or anyeither of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers, which the undersigned would possess if personally present, at the Special Meeting of Stockholders of Verastem, Inc. to be held on Tuesday, December 18, 2018[TBD], [TBD], 2024 at 9:00 a.m.[TBD] Eastern Time or at any postponement or adjournment thereof. Shares represented by this proxy will be voted by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR Proposal No. 1 “Approval of Amendment to Restated Certificate of Incorporation”, FOR Proposal 2 “Adoption of Amended and Restated Verastem, Inc. 2012 Incentive Plan,” and FOR Proposal 3 “Adoption of the Verastem, Inc. Employee Stock Purchase Plan.“Option Exchange Proposal.” In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.meeting. Continued and to be signed on reverse side



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Verastem, Inc. 117 Kendrick Street, Suite 500 Needham, MA 02494 PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS
To Be Held On Tuesday, December 18, 2018 at 9:00 am Eastern Time GENERAL INFORMATION
PROPOSAL NO. 1—AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION
PROPOSAL NO. 2—ADOPTION OF THE AMENDED 2012 PLAN
PROPOSAL NO. 3—ADOPTION OF A COMPANY EMPLOYEE STOCK PURCHASE PLAN
NAMED EXECUTIVE OFFICER COMPENSATION
BENEFICIAL OWNERSHIP OF COMMON STOCK
NON-EMPLOYEE DIRECTOR COMPENSATION
GENERAL MATTERS
APPENDIX A CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF VERASTEM, INC.
APPENDIX B VERASTEM, INC. Amended and Restated 2012 Incentive Plan
APPENDIX C
VERASTEM, INC. 2018 EMPLOYEE STOCK PURCHASE PLAN
EXHIBIT A Definition of Terms