EX-10.1





 Exhibit 10.1 

RENEO PHARMACEUTICALS, INC. 

2014 EQUITY INCENTIVE PLAN 

ADOPTED BY THE BOARD OF DIRECTORS:
NOVEMBER 19, 2014 
 AMENDED BY THE BOARD
OF DIRECTORS: DECEMBER 21, 2017 
 ADOPTED AS
AMENDED BY THE STOCKHOLDERS: DECEMBER 21, 2017 

AMENDED BY THE BOARD OF DIRECTORS:
DECEMBER 3, 2020 
 ADOPTED AS AMENDED BY
THE STOCKHOLDERS: DECEMBER 7, 2020 
 AMENDED BY
THE BOARD OF DIRECTORS: MARCH 10, 2021 

ADOPTED AS AMENDED BY THE STOCKHOLDERS:
MARCH 12, 2021 
 TERMINATION DATE: NOVEMBER 18, 2024 

 

	1.	 GENERAL. 



(a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards. 

(b) Available Stock Awards. The Plan provides for the grant of the following types of Stock Awards: (i) Incentive Stock
Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards and (vi) Other Stock Awards. 

(c) Purpose. The Plan, through the granting of Stock Awards, is intended to help the Company secure and retain the services of
eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and provide a means by which the eligible recipients may benefit from increases in value of the Common Stock.

  

	2.	 ADMINISTRATION. 



(a) Administration by Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee
or Committees, as provided in Section 2(c). 
 (b) Powers of Board. The Board will have the power, subject to, and within
the limitations of, the express provisions of the Plan: 
 (i) To determine (A) who will be granted Stock Awards; (B) when
and how each Stock Award will be granted; (C) what type of Stock Award will be granted; (D) the provisions of each Stock Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive cash
or Common Stock under the Stock Award; (E) the number of shares of Common Stock subject to a Stock Award; and (F) the Fair Market Value applicable to a Stock Award. 

(ii) To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for
administration of the Plan and Stock 

  
 1. 













 
Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it will deem
necessary or expedient to make the Plan or Stock Award fully effective. 
 (iii) To settle all controversies regarding the Plan and
Stock Awards granted under it. 
 (iv) To accelerate, in whole or in part, the time at which a Stock Award may be exercised or vest
(or at which cash or shares of Common Stock may be issued). 
 (v) To suspend or terminate the Plan at any time. Except as otherwise
provided in the Plan or a Stock Award Agreement, suspension or termination of the Plan will not impair a Participant’s rights under his or her then-outstanding Stock Award without his or her written consent except as provided in subsection
(viii) below. 
 (vi) To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by
adopting amendments relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to make the Plan or Stock Awards granted under the Plan exempt from or compliant with the requirements
for Incentive Stock Options or nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. However, if required by applicable law, and except as provided in Section 9(a)
relating to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Plan that (A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially
expands the class of individuals eligible to receive Stock Awards under the Plan, (C) materially increases the benefits accruing to Participants under the Plan, (D) materially reduces the price at which shares of Common Stock may be issued
or purchased under the Plan, (E) materially extends the term of the Plan, or (F) materially expands the types of Stock Awards available for issuance under the Plan. Except as provided in the Plan (including subsection (viii) below) or
a Stock Award Agreement, no amendment of the Plan will impair a Participant’s rights under an outstanding Stock Award without his or her written consent.  

(vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to
satisfy the requirements of Section 422 of the Code regarding Incentive Stock Options. 
 (viii) To approve forms of Stock Award
Agreements for use under the Plan and to amend the terms of any one or more Stock Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Stock Award Agreement, subject to
any specified limits in the Plan that are not subject to Board discretion; provided however, that a Participant’s rights under any Stock Award will not be impaired by any such amendment unless (A) the Company requests the consent of
the affected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed to have been impaired by any such amendment if the Board, in its sole discretion,
determines that the amendment, taken as a whole, does not materially impair the Participant’s rights, and (2) subject to the limitations of applicable law, if any, the Board may 

  
 2. 













 
amend the terms of any one or more Stock Awards without the affected Participant’s consent (A) to maintain the qualified status of the Stock Award as an Incentive Stock Option under
Section 422 of the Code; (B) to change the terms of an Incentive Stock Option, if such change results in impairment of the Award solely because it impairs the qualified status of the Award as an Incentive Stock Option under
Section 422 of the Code; (C) to clarify the manner of exemption from, or to bring the Stock Award into compliance with, Section 409A of the Code; or (D) to comply with other applicable laws. 

(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best
interests of the Company and that are not in conflict with the provisions of the Plan or Stock Awards. 
 (x) To adopt such
procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants who are foreign nationals or employed outside the United States (provided
that Board approval will not be necessary for immaterial modifications to the Plan or any Stock Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction). 

(xi) To effect, with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike
price of any outstanding Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor of a new (1) Option or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award,
(4) Other Stock Award, (5) cash and/or (6) other valuable consideration determined by the Board, in its sole discretion, with any such substituted award (x) covering the same or a different number of shares of Common Stock as the
cancelled Stock Award and (y) granted under the Plan or another equity or compensatory plan of the Company; or (C) any other action that is treated as a repricing under generally accepted accounting principles. 

(c) Delegation to Committee. The Board may delegate some or all of the administration of the Plan to a Committee or Committees.
If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power to
delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee). Any delegation of administrative
powers will be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Committee may, at any time, abolish the subcommittee and/or revest in the Committee
any powers delegated to the subcommittee. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. 

(d) Delegation to an Officer. The Board may delegate to one or more Officers the authority to do one or both of the following
(i) designate Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock Awards) and, to the extent permitted by applicable law, the terms of such rights and options, and
(ii) determine the number of shares of Common Stock to be subject to such Stock Awards 

  
 3. 













 
granted to such Employees; provided, however, that the Board resolutions regarding such delegation will specify the total number of shares of Common Stock that may be subject to the Stock Awards
granted by such Officer and that such Officer may not grant a Stock Award to himself or herself. Any such Stock Awards will be granted on the form of Stock Award Agreement most recently approved for use by the Committee or the Board, unless
otherwise provided in the resolutions approving the delegation authority. The Board may not delegate authority to an Officer who is acting solely in the capacity of an Officer (and not also as a Director) to determine the Fair Market Value pursuant
to Section 13(t) below. 
 (e) Effect of Board’s Decision. All determinations, interpretations and
constructions made by the Board in good faith will not be subject to review by any person and will be final, binding and conclusive on all persons. 
  

	3.	 SHARES SUBJECT TO THE PLAN.



 (a) Share Reserve. 

(i) Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that may be
issued pursuant to Stock Awards from and after the Effective Date will not exceed 15,142,609 shares (the “Share Reserve”). 

(ii) For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be
issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). 

(b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates
without all of the shares covered by such Stock Award having been issued, or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or otherwise
offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the Company because of the failure to meet a
contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased will revert to and again become available for issuance under the Plan. Any shares reacquired by the Company in satisfaction
of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan. 

(c) Incentive Stock Option Limit. Subject to the provisions of this Section 3 and Section 9(a) relating to
Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 30,285,218 shares of Common Stock. 

(d) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock,
including shares repurchased by the Company on the open market or otherwise. 

  
 4. 














	4.	 ELIGIBILITY. 



(a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a
“parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and
Consultants; provided, however, that Stock Awards may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405, unless
(i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, because the Stock Awards are granted pursuant to a corporate transaction such as a spin off
transaction), or (ii) the Company, in consultation with its legal counsel, has determined that such Stock Awards are otherwise exempt from or alternatively comply with the distribution requirements of Section 409A of the Code. 

(b) Ten Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise
price of such Option is at least 110% of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five years from the date of grant. 

(c) Consultants. A Consultant will not be eligible for the grant of a Stock Award if, at the time of grant, either the offer or sale of
the Company’s securities to such Consultant is not exempt under Rule 701 because of the nature of the services that the Consultant is providing to the Company, because the Consultant is not a natural person, or because of any other
provision of Rule 701, unless the Company determines that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under the Securities Act as well as comply with the securities laws of all other
relevant jurisdictions. 
  

	5.	 PROVISIONS RELATING TO OPTIONS
AND STOCK APPRECIATION RIGHTS. 


 Each Option or SAR will
be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a
separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive
Stock Option but some portion or all of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The provisions of separate Options or SARs need
not be identical; provided, however, that each Stock Award Agreement will conform to (through incorporation of provisions hereof by reference in the applicable Stock Award Agreement or otherwise) the substance of each of the following
provisions: 
 (a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR
will be exercisable after the expiration of 10 years from the date of its grant or such shorter period specified in the Stock Award Agreement. 

  
 5. 













 (b) Exercise Price. Subject to the provisions of Section 4(b) regarding
Ten Percent Stockholders, the exercise or strike price of each Option or SAR will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the Award is granted. Notwithstanding the foregoing, an
Option or SAR may be granted with an exercise or strike price lower than 100% of the Fair Market Value of the Common Stock subject to the Award if such Award is granted pursuant to an assumption of or substitution for another option or stock
appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Section 409A of the Code and, if applicable, Section 424(a) of the Code. Each SAR will be denominated in shares of Common Stock
equivalents. 
 (c) Purchase Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an
Option may be paid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board will have the authority to grant Options that do not permit
all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to use a particular method of payment. The permitted methods of payment are as follows:

 (i) by cash, check, bank draft or money order payable to the Company; 

(ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of
the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds; 

(iii) by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock; 

(iv) if an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce
the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment
from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued. Shares of Common Stock will no longer be subject to an Option and will not be
exercisable thereafter to the extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise, and
(C) shares are withheld to satisfy tax withholding obligations;  
 (v) according to a deferred payment or similar
arrangement with the Optionholder; provided, however, that interest will compound at least annually and will be charged at the minimum rate of interest necessary to avoid (A) the imputation of interest income to the Company and
compensation income to the Optionholder under any applicable provisions of the Code, and (B) the classification of the Option as a liability for financial accounting purposes; or 

  
 6. 













 (vi) in any other form of legal consideration that may be acceptable to the Board and
specified in the applicable Stock Award Agreement. 
 (d) Exercise and Payment of a SAR. To exercise any outstanding SAR, the
Participant must provide written notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such SAR. The appreciation distribution payable on the exercise of a SAR will be not greater
than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under
such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the strike price. The appreciation distribution may be paid in Common Stock, in cash, in any combination of the two or in any other form of
consideration, as determined by the Board and contained in the Stock Award Agreement evidencing such SAR. 
 (e) Transferability
of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as the Board will determine. In the absence of such a determination by the Board to the contrary, the following
restrictions on the transferability of Options and SARs will apply: 
 (i) Restrictions on Transfer. An Option or SAR will not
be transferable except by will or by the laws of descent and distribution (and pursuant to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant. The Board may permit transfer
of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. 

(ii) Domestic Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be
transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2). If an Option
is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. 
 (iii)
Beneficiary Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice to the Company, in a form approved by the Company (or the designated broker), designate a third party
who, on the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, the executor or administrator of
the Participant’s estate will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However, the Company may prohibit designation of a beneficiary at any time, including due
to any conclusion by the Company that such designation would be inconsistent with the provisions of applicable laws. 
 (f)
Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and therefore become exercisable in periodic installments that may or 

  
 7. 













 
may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of
performance goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are subject to any Option or SAR provisions governing the minimum number
of shares of Common Stock as to which an Option or SAR may be exercised. 
 (g) Termination of Continuous Service. Except as
otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates (other than for Cause and other than upon the Participant’s death or
Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Stock Award as of the date of termination of Continuous Service) within the period of time ending on the earlier of
(i) the date three months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the applicable Stock Award Agreement, which period will not be less than 30 days if necessary to
comply with applicable laws unless such termination is for Cause) and (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement. If, after termination of Continuous Service, the Participant does not exercise
his or her Option or SAR within the applicable time frame, the Option or SAR will terminate. 
 (h) Extension of Termination
Date. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, if the exercise of an Option or SAR following the termination of the Participant’s Continuous Service
(other than for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then
the Option or SAR will terminate on the earlier of (i) the expiration of a total period of three months (that need not be consecutive) after the termination of the Participant’s Continuous Service during which the exercise of the Option or
SAR would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement. In addition, unless otherwise provided in a Participant’s Stock
Award Agreement, if the sale of any Common Stock received upon exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider trading policy, then
the Option or SAR will terminate on the earlier of (i) the expiration of a period of months (that need not be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous
Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the
applicable Stock Award Agreement. 
 (i) Disability of Participant. Except as otherwise provided in the applicable Stock Award
Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option or SAR (to the extent that
the Participant was entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but only 

  
 8. 













 
within such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous Service (or such longer or shorter period specified in the Stock Award
Agreement, which period will not be less than six months if necessary to comply with applicable laws), and (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement. If, after termination of Continuous
Service, the Participant does not exercise his or her Option or SAR within the applicable time frame, the Option or SAR (as applicable) will terminate. 

(j) Death of Participant. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the
Participant and the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Stock Award Agreement for
exercisability after the termination of the Participant’s Continuous Service (for a reason other than death), then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise such Option or SAR as of the date of
death) by the Participant’s estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but only within the period
ending on the earlier of (i) the date 18 months following the date of death (or such longer or shorter period specified in the Stock Award Agreement, which period will not be less than six months if necessary to comply with applicable
laws), and (ii) the expiration of the term of such Option or SAR as set forth in the Stock Award Agreement. If, after the Participant’s death, the Option or SAR is not exercised within the applicable time frame, the Option or SAR will
terminate. 
 (k) Termination for Cause. Except as explicitly provided otherwise in a Participant’s Stock Award
Agreement or other individual written agreement between the Company or any Affiliate and the Participant, if a Participant’s Continuous Service is terminated for Cause, the Option or SAR will terminate immediately upon such Participant’s
termination of Continuous Service, and the Participant will be prohibited from exercising his or her Option or SAR from and after the time of such termination of Continuous Service. 

(l) Non-Exempt Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six months following the date of
grant of the Option or SAR (although the Stock Award may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a
Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the
Participant’s Stock Award Agreement in another agreement between the Participant and the Company, or, if no such definition, in accordance with the Company’s then current employment policies and guidelines), the vested portion of any
Options and SARs may be exercised earlier than six months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the
exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted 

  
 9. 













 
and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the
exercise, vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(l) will apply to all Stock Awards and are hereby incorporated by reference
into such Stock Award Agreements. 
 (m) Early Exercise of Options. An Option may, but need not, include a provision whereby
the Optionholder may elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Subject to
the “Repurchase Limitation” in Section 8(m), any unvested shares of Common Stock so purchased may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate.
Provided that the “Repurchase Limitation” in Section 8(m) is not violated, the Company will not be required to exercise its repurchase right until at least six months (or such longer or shorter period of time required to avoid
classification of the Option as a liability for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option Agreement. 

(n) Right of Repurchase. Subject to the “Repurchase Limitation” in Section 8(m), the Option or SAR may
include a provision whereby the Company may elect to repurchase all or any part of the vested shares of Common Stock acquired by the Participant pursuant to the exercise of the Option or SAR. 

(o) Right of First Refusal. The Option or SAR may include a provision whereby the Company may elect to exercise a right of first
refusal following receipt of notice from the Participant of the intent to transfer all or any part of the shares of Common Stock received upon the exercise of the Option or SAR. Such right of first refusal will be subject to the
“Repurchase Limitation” in Section 8(m). Except as expressly provided in this Section 5(o) or in the Stock Award Agreement, such right of first refusal will otherwise comply with any applicable provisions of the bylaws of
the Company. 
  

	6.	 PROVISIONS OF STOCK AWARDS OTHER
THAN OPTIONS AND SARS. 


 (a) Restricted Stock
Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the Board deems appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election, shares of Common
Stock may be (i) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse; or (ii) evidenced by a certificate, which certificate will be held in such form and
manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical. Each Restricted Stock
Award Agreement will conform to (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions: 

(i) Consideration. A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order
payable to the Company, (B) past 

  
 10. 













 
services to the Company or an Affiliate, or (C) any other form of legal consideration (including future services) that may be acceptable to the Board, in its sole discretion, and
permissible under applicable law. 
 (ii) Vesting. Subject to the “Repurchase Limitation” in Section 8(m),
shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board. 

(iii) Termination of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company
may receive through a forfeiture condition or a repurchase right, any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award
Agreement. 
 (iv) Transferability. Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will
be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock Award
Agreement remains subject to the terms of the Restricted Stock Award Agreement. 
 (v) Dividends. A Restricted Stock Award
Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate. 

(b) Restricted Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms
and conditions as the Board deems appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical.
Each Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions: 

(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to
be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may
be paid in any form of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable law. 

(ii) Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions
to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate. 
 (iii) Payment. A
Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form 

  
 11. 













 
of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. 

(iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may
impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award. 

(v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted
Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted
Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying
Restricted Stock Unit Award Agreement to which they relate. 
 (vi) Termination of Participant’s Continuous
Service. Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous
Service.  
 (vii) Compliance with Section 409A of the Code. Notwithstanding anything to the
contrary set forth herein, any Restricted Stock Unit Award granted under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such Restricted Stock Unit Award will comply with the
requirements of Section 409A of the Code. Such restrictions, if any, shall be determined by the Board and contained in the Restricted Stock Unit Award Agreement evidencing such Restricted Stock Unit Award. For example, such restrictions may
include, without limitation, a requirement that any Common Stock that is to be issued in a year following the year in which the Restricted Stock Unit Award vests must be issued in accordance with a fixed
pre-determined schedule. 
 (c) Other Stock Awards. Other forms of Stock Awards valued
in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value of the Common Stock
at the time of grant) may be granted either alone or in addition to Stock Awards provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board will have sole and complete
authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other
terms and conditions of such Other Stock Awards. 

  
 12. 














	7.	 COVENANTS OF THE COMPANY.



 (a) Availability of Shares. The Company will keep available at all times the number of shares of
Common Stock reasonably required to satisfy then-outstanding Stock Awards. 
 (b) Securities Law Compliance. The Company will
seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided,
however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable
cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any
liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of a Stock Award or the subsequent issuance of cash or Common Stock
pursuant to the Stock Award if such grant or issuance would be in violation of any applicable securities law. 
 (c) No Obligation
to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or
otherwise advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the
holder of such Stock Award. 
  

	8.	 MISCELLANEOUS. 



(a) Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards will
constitute general funds of the Company. 
 (b) Corporate Action Constituting Grant of Stock Awards. Corporate action
constituting a grant by the Company of a Stock Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, or letter evidencing
the Stock Award is communicated to, or actually received or accepted by, the Participant. In the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant contain terms
(e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Stock Award Agreement as a result of a clerical error in the papering of the Stock Award Agreement, the corporate records will control and the
Participant will have no legally binding right to the incorrect term in the Stock Award Agreement. 
 (c) Stockholder Rights.
No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to a Stock 

  
 13. 













 
Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance of shares of Common Stock under, the Stock Award pursuant to its terms, and
(ii) the issuance of the Common Stock subject to the Stock Award has been entered into the books and records of the Company. 

(d) No Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or any other instrument executed
thereunder or in connection with any Stock Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or will affect
the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with the
Company or an Affiliate, or (iii) the service of a Director pursuant to the bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the
case may be. 
 (e) Change in Time Commitment. In the event a Participant’s regular level of time commitment in the
performance of his or her services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time
Employee) after the date of grant of any Stock Award to the Participant, the Board has the right in its sole discretion to (x) make a corresponding reduction in the number of shares subject to any portion of such Stock Award that is scheduled
to vest or become payable after the date of such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Stock Award. In the event of any such reduction,
the Participant will have no right with respect to any portion of the Stock Award that is so reduced or extended. 
 (f) Incentive
Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any
calendar year (under all plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that
exceed such limit (according to the order in which they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s). 

(g) Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under
any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the
Company who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) to
give written assurances satisfactory to the 

  
 14. 













 
Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise
distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Stock Award has
been registered under a then currently effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the
circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with
applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock. 
 (h)
Withholding Obligations. Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to a Stock Award by any of the following
means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding shares of
Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of tax
required to be withheld by law (or such lesser amount as may be necessary to avoid classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash from a Stock Award settled in cash;
(iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Stock Award Agreement. 

(i) Electronic Delivery. Any reference herein to a “written” agreement or document will include any agreement or
document delivered electronically or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). 

(j) Deferrals. To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of
Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Stock Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals by
Participants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise providing services to the
Company. The Board is authorized to make deferrals of Stock Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous
Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. 

(k) Compliance with Section 409A. To the extent that the Board determines that any Stock Award granted
hereunder is subject to Section 409A of the Code, the Stock Award Agreement evidencing such Stock Award shall incorporate the terms and conditions necessary to 

  
 15. 













 
avoid the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and Stock Award Agreements shall be interpreted in accordance with Section 409A of
the Code. 
 (l) Compliance with Exemption Provided by Rule 12h-1(f). If at the end of
the Company’s most recently completed fiscal year: (i) the aggregate of the number of persons who hold outstanding compensatory employee stock options to purchase shares of Common Stock granted pursuant to the Plan or otherwise (such
persons, “Holders of Options”) equals or exceeds five hundred (500), and (ii) the Company’s assets exceed $10 million, then the following restrictions will apply during any period during which the Company does
not have a class of its securities registered under Section 12 of the Exchange Act and is not required to file reports under Section 15(d) of the Exchange Act: (A) the Options and, prior to exercise, the shares of Common Stock to be
issued on exercise of the Options may not be transferred until the Company is no longer relying on the exemption provided by Rule 12h-1(f) promulgated under the Exchange Act (“Rule 12h-1(f)”), except: (1) as permitted by Rule 701(c) promulgated under the Securities Act, (2) to a guardian upon the disability of the Holder of Options, or (3) to an executor upon the death
of the Holder of Options (collectively, the “Permitted Transferees”); provided, however, the following transfers are permitted: (i) transfers by Holders of Options to the Company, and (ii) transfers in connection
with a change of control or other acquisition involving the Company, if following such transaction, the Options no longer remain outstanding and the Company is no longer relying on the exemption provided by Rule
12h-1(f); provided further, that any Permitted Transferees may not further transfer the Options; (B) except as otherwise provided in (A) above, the Options and shares of Common Stock issuable on
exercise of the Options are restricted as to any pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” as defined by Rule 16a-1(h) promulgated under
the Exchange Act, or any “call equivalent position” as defined by Rule 16a-1(b) promulgated under the Exchange Act by Holders of Options prior to exercise of an Option until the Company is no longer
relying on the exemption provided by Rule 12h-1(f); and (C) at any time that the Company is relying on the exemption provided by Rule 12h-1(f), the Company will
deliver to Holders of Options (whether by physical or electronic delivery or written notice of the availability of the information on an internet site) the information required by Rule 701(e)(3), (4), and (5) promulgated under the Securities
Act every six months, including financial statements that are not more than 180 days old; provided, however, that the Company may condition the delivery of such information upon the Holder of Options’ agreement to maintain its confidentiality.

 (m) Repurchase Limitation. The terms of any repurchase right will be specified in the Stock Award Agreement. The
repurchase price for vested shares of Common Stock will be the Fair Market Value of the shares of Common Stock on the date of repurchase. The repurchase price for unvested shares of Common Stock will be the lower of (i) the Fair Market Value of
the shares of Common Stock on the date of repurchase or (ii) their original purchase price. However, the Company will not exercise its repurchase right until at least six months (or such longer or shorter period of time necessary to avoid
classification of the Stock Award as a liability for financial accounting purposes) have elapsed following delivery of shares of Common Stock subject to the Stock Award, unless otherwise specifically provided by the Board. 

  
 16. 














	9.	 ADJUSTMENTS UPON CHANGES IN
COMMON STOCK; OTHER CORPORATE EVENTS. 



(a) Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately
adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock Options
pursuant to Section 3(c), and (iii) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determination will be final, binding and conclusive.

 (b) Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or
liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately
prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact
that the holder of such Stock Award is providing Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or
forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion. 

(c) Corporate Transaction. The following provisions will apply to Stock Awards in the event of a Corporate Transaction unless
otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. In the
event of a Corporate Transaction, then, notwithstanding any other provision of the Plan, the Board may take one or more of the following actions with respect to Stock Awards, contingent upon the closing or completion of the Corporate Transaction:

 (i) arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent
company) to assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate
Transaction); 
 (ii) arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common
Stock issued pursuant to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company); 

(iii) accelerate the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be
exercised) to a date prior to the effective time of such Corporate Transaction as the Board determines (or, if the Board does not determine such a date, to the date that is five days prior to the effective date of the Corporate Transaction),


  
 17. 













 
with such Stock Award terminating if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction; provided, however, that the Board may require Participants to
complete and deliver to the Company a notice of exercise before the effective date of a Corporate Transaction, which exercise is contingent upon the effectiveness of such Corporate Transaction; 

(iv) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the
Stock Award; 
 (v) cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the
effective time of the Corporate Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; and 

(vi) make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property
the Participant would have received upon the exercise of the Stock Award immediately prior to the effective time of the Corporate Transaction, over (B) any exercise price payable by such holder in connection with such exercise. For clarity,
this payment may be zero if the value of the property is equal to or less than the exercise price. Payments under this provision may be delayed to the same extent that payment of consideration to the holders of the Company’s Common Stock in
connection with the Corporate Transaction is delayed as a result of escrows, earn outs, holdbacks or any other contingencies. 
 The Board need not take the
same action or actions with respect to all Stock Awards or portions thereof or with respect to all Participants. The Board may take different actions with respect to the vested and unvested portions of a Stock Award. 

(d) Change in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a
Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such provision, no such
acceleration will occur. 
  

	10.	 PLAN TERM; EARLIER TERMINATION OR
SUSPENSION OF THE PLAN. 


 (a) Plan Term. The
Board may suspend or terminate the Plan at any time. Unless terminated sooner by the Board, the Plan will automatically terminate on the day before the 10th anniversary of the earlier of
(i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved by the stockholders of the Company. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated. 

(b) No Impairment of Rights. Suspension or termination of the Plan will not impair rights and obligations under any Stock Award
granted while the Plan is in effect except with the written consent of the affected Participant or as otherwise permitted in the Plan. 

  
 18. 














	11.	 EFFECTIVE DATE OF PLAN.



 This Plan will become effective on the Effective Date.  

 

	12.	 CHOICE OF LAW. 



The law of the State of California will govern all questions concerning the construction, validity and interpretation of this Plan, without
regard to that state’s conflict of laws rules. 
  

	13.	 DEFINITIONS. As used in the Plan, the following definitions will apply to the capitalized
terms indicated below: 


 (a) “Affiliate” means, at the time of determination, any
“parent” or “majority-owned subsidiary” of the Company, as such terms are defined in Rule 405. The Board will have the authority to determine the time or times at which “parent” or “majority-owned
subsidiary” status is determined within the foregoing definition. 
 (b) “Board” means the Board of
Directors of the Company. 
 (c) “Capitalization Adjustment” means any change that is made in, or other
events that occur with respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or any similar
equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible
securities of the Company will not be treated as a Capitalization Adjustment. 
 (d) “Cause”
will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of
the following events: (i) such Participant’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant’s attempted
commission of, or participation in, a fraud or act of dishonesty against the Company; (iii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty
owed to the Company; (iv) such Participant’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (v) such Participant’s gross misconduct. The determination that a termination of the
Participant’s Continuous Service is either for Cause or without Cause will be made by the Company, in its sole discretion. Any determination by the Company that the Continuous Service of a Participant was terminated with or without Cause for
the purposes of outstanding Stock Awards held by such Participant will have no effect upon any determination of the rights or obligations of the Company or such Participant for any other purpose. 

  
 19. 













 (e) “Change in Control” means the occurrence, in a single
transaction or in a series of related transactions, of any one or more of the following events: 
 (i) any Exchange Act Person becomes
the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.
Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an
investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance
of equity securities or (C) solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding
voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result
of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the
percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur; 

(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,
immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing more
than 50% of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving Entity in such merger,
consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; or 

(iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets
of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the
voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition.

 Notwithstanding the foregoing definition or any other provision of this Plan, (A) the term Change in Control will not include a sale
of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or
any Affiliate and the Participant will supersede the foregoing definition with respect 

  
 20. 













 
to Stock Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the
foregoing definition will apply. 
 (f) “Code” means the Internal Revenue Code of 1986, as amended, including
any applicable regulations and guidance thereunder. 
 (g) “Committee” means a committee of two or more
Directors to whom authority has been delegated by the Board in accordance with Section 2(c). 
 (h) “Common
Stock” means the common stock of the Company. 
 (i) “Company” means Reneo Pharmaceuticals,
Inc., a Delaware corporation. 
 (j) “Consultant” means any person, including an advisor, who is
(i) engaged by the Company or an Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However,
service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Plan.  

(k) “Continuous Service” means that the Participant’s service with the Company or an Affiliate, whether as
an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the Entity for which the
Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided, however, that if
the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board in its sole discretion, such Participant’s Continuous Service will be considered to have terminated on the date such Entity
ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To the extent permitted by law, the Board
or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief executive
officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for
purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by
law. 
 (l) “Corporate Transaction” means the consummation, in a single transaction or in a series of related
transactions, of any one or more of the following events: 
 (i) a sale or other disposition of all or substantially all, as
determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries; 

  
 21. 













 (ii) a sale or other disposition of at least 90% of the outstanding securities of the
Company; 
 (iii) a merger, consolidation or similar transaction following which the Company is not the surviving corporation; or

 (iv) a merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of
Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or
otherwise. 
 (m) “Director” means a member of the Board. 

(n) “Disability” means, with respect to a Participant, the inability of such Participant to engage in any
substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months as provided
in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances. 

(o) “Effective Date” means the effective date of this Plan, which is the earlier of (i) the date that this
Plan is first approved by the Company’s stockholders, and (ii) the date this Plan is adopted by the Board. 
 (p)
“Employee” means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for
purposes of the Plan. 
 (q) “Entity” means a corporation, partnership, limited liability company or other
entity. 
 (r) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder. 
 (s) “Exchange Act Person” means any natural person,
Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee
benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding
securities pursuant to an offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural
person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined
voting power of the Company’s then outstanding securities. 

  
 22. 













 (t) “Fair Market Value” means, as of any date, the value of
the Common Stock determined by the Board in compliance with Section 409A of the Code or, in the case of an Incentive Stock Option, in compliance with Section 422 of the Code. 

(u) “Incentive Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended to
be, and that qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code. 
 (v)
“Nonstatutory Stock Option” means any option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock Option. 

(w) “Officer” means any person designated by the Company as an officer. 

(x) “Option” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock
granted pursuant to the Plan. 
 (y) “Option Agreement” means a written agreement between the Company and an
Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan. 

(z) “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable, such
other person who holds an outstanding Option. 
 (aa) “Other Stock Award” means an award based in whole or in
part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 6(c). 
 (bb)
“Other Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be
subject to the terms and conditions of the Plan. 
 (cc) “Own,” “Owned,”
“Owner,” “Ownership” A person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if
such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities. 

(dd) “Participant” means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such
other person who holds an outstanding Stock Award. 
 (ee) “Plan” means this Reneo Pharmaceuticals, Inc. 2014
Equity Incentive Plan. 
 (ff) “Restricted Stock Award” means an award of shares of Common Stock which is
granted pursuant to the terms and conditions of Section 6(a). 
 (gg) “Restricted Stock Award Agreement”
means a written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a 

  
 23. 













 
Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan. 

(hh) “Restricted Stock Unit Award” means a right to receive shares of Common Stock which is
granted pursuant to the terms and conditions of Section 6(b). 
 (ii) “Restricted Stock Unit Award
Agreement” means a written agreement between the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement
will be subject to the terms and conditions of the Plan. 
 (jj) “Rule 405” means Rule 405 promulgated under
the Securities Act. 
 (kk) “Rule 701” means Rule 701 promulgated under the Securities Act. 

(ll) “Securities Act” means the Securities Act of 1933, as amended. 

(mm) “Stock Appreciation Right” or “SAR” means a right to receive the appreciation on
Common Stock that is granted pursuant to the terms and conditions of Section 5. 
 (nn) “Stock Appreciation Right
Agreement” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the
terms and conditions of the Plan. 
 (oo) “Stock Award” means any right to receive Common Stock granted under
the Plan, including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right or any Other Stock Award. 

(pp) “Stock Award Agreement” means a written agreement between the Company and a Participant evidencing the
terms and conditions of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan. 

(qq) “Subsidiary” means, with respect to the Company, (i) any corporation of which more than 50% of the
outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have voting
power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest
(whether in the form of voting or participation in profits or capital contribution) of more than 50%. 

  
 24. 













 (rr) “Ten Percent Stockholder” means a person who Owns (or is
deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate. 

  
 25. 













 UK SUB-PLAN 

TO THE RENEO PHARMACEUTICALS, INC. 2014 EQUITY INCENTIVE 

PLAN 
 ADOPTED BY THE
BOARD ON JANUARY 31, 2018 
 This sub-plan (the “UK
Sub-Plan”) to the Reneo Pharmaceuticals Inc., 2014 Equity Incentive Plan (the “Plan”) governs the grant of Stock Awards to United Kingdom Employees, and has been adopted in accordance
with Section 2(b)(x) of the Plan. The UK Sub-Plan incorporates all the provisions of the Plan except as modified in accordance with the provisions of this UK
Sub-Plan. 
 EMI Options may only be granted for the purpose as set out in paragraph 4 of Schedule 5 (that is, for
commercial reasons in order to recruit or retain Eligible Employees and not as part of a scheme or arrangement the main purpose, or one of the main purposes of which, is the avoidance of tax). 

For the purposes of the UK Sub-Plan, the provisions of the Plan shall operate subject to the following modifications:

  

	1.	 DEFINITIONS 



Any capitalized terms not already defined in the Plan shall be as defined in the UK Sub-Plan. 

For the purposes of the UK Sub-Plan, the following definitions in the Plan shall be replaced as set out below: 

“Fair Market Value” means the market value of a share of Common Stock as defined in paragraph 55 of Schedule 5 and determined in accordance
with paragraph 56 of Schedule 5 and paragraph 5(7) of Schedule 5 (in respect of the Individual EMI Limit). 
 “Nonstatutory Stock Option”
means a right granted or to be granted to an Employee pursuant to the UK Sub-Plan that does not qualify as an EMI Option satisfying the provisions of Schedule 5. 

“Option” means a Nonstatutory Stock Option or an EMI Option to purchase shares of Common Stock granted pursuant to the Plan. 

 

	2.	 ELIGIBILITY 



Only Employees (including Directors who are Employees) may be granted Stock Awards (other than EMI Options) under the UK
Sub-Plan, and only Eligible Employees may be granted EMI Options under the UK Sub-Plan and Sections 1(a) and 4(a) of the Plan shall be read and construed to take effect
accordingly. Section 4(c) of the Plan shall not apply. 













	3.	 EMI OPTION REQUIREMENTS 



An Option granted under the UK Sub-Plan shall only be an EMI Option if the shares of Common Stock which may be acquired
satisfy the conditions specified in paragraph 35 (1) of Schedule 5 (ordinary shares, fully paid up and not redeemable). 
 EMI Options may only be granted
if at the date of grant of the EMI Option: 
  

	(a)	 the Company is independent in accordance with paragraph 9 of Schedule 5, that is, it is not:



  

	 	i.	 a 51% Subsidiary of another company; or 



 

	 	ii.	 under the Control of another company; or another company and any other person Connected with that company,



 and there are no arrangements in existence (except for arrangements with a view to a Qualifying Exchange of Shares) by
virtue of which the Company could become within (i) or (ii) above; 
  

	(b)	 the Company, or the Group as the case may be, meets the trading activities requirements as set out in
paragraphs 13 and 14 and read with paragraphs 15 to 23 of Schedule 5; 


  

	(c)	 the Company’s subsidiaries are Qualifying Subsidiaries and, where appropriate, qualifying property
managing subsidiaries as set out in paragraph 11A of Schedule 5; 


  

	(d)	 the Group meets the requirement as to the number of employees set out in paragraph 12A of Schedule 5 (currently
250 full-time equivalents); and 


  

	(e)	 the Gross Assets Limit is not exceeded (currently £30 million). 



 

	4.	 BOARD DISCRETION 



Where the Board is aware that the exercise of any of its powers under the Plan would constitute a Disqualifying Event or would otherwise impact on the tax
treatment of an EMI Option or the shares of Common Stock subject thereto, the Board shall notify the Participant as such prior to the exercise of its powers. 
  

	5.	 EMI OPTION AGREEMENT 



For the purposes of Section 5 of the Plan, EMI Options granted under the UK Sub-Plan shall be made
by EMI Option Agreement being a written agreement between the Participant and the Company in a form determined by the Board for the time being, and shall be evidence of the Participant’s agreement to the terms of this UK Sub-Plan and shall include all details required pursuant to paragraph 37 of Schedule 5, including: 
  

	(a)	 the date of grant; 


  

	(b)	 that the EMI Option is granted under the provisions of Schedule 5; 



  
 2 














	(c)	 any conditions that must be met before an EMI Option may be exercised; 



 

	(d)	 the number, or maximum number, of shares of Common Stock that may be acquired; 



 

	(e)	 the exercise price payable or the method by which the exercise price is to be determined;



  

	(f)	 when and how it may be exercised; and 



 

	(g)	 any restrictions that cause the shares of Common Stock to be Restricted Securities. 



 

	6.	 PURCHASE PRICE FOR EMI OPTIONS



 In relation to EMI Options, Sections 5(c)(ii), (iii), (iv) and (v) of the Plan shall not apply. 

 

	7.	 HMRC NOTICE OF GRANT 



The Company shall give notice to HMRC of the grant of an EMI Option in such form as may be required by HMRC from time to time within 92 days thereof. 

Failure of the Company to give notice to HMRC of the grant in a proper and timely manner for whatever reason shall result in the Option subsisting as a
Nonstatutory Stock Option. 
 The Company does not warrant that any Option qualifies as an EMI Option and the Company does not have any obligation
whatsoever to a Participant in the event that an Option is or becomes a Nonstatutory Stock Option for any reason whatsoever including any deliberate action on the part of the Company. 

 

	8.	 NONSTATUTORY STOCK OPTIONS 



If an Option intended to be an EMI Option does not qualify under Schedule 5, the Option shall subsist as a Nonstatutory Stock Option. 

 

	9.	 LIMITATIONS ON GRANTS OF EMI
OPTIONS 


  

	(a)	 Subject to paragraphs (b) and (c) below, the grant of an EMI Option shall be limited and shall take effect
so that the Individual EMI Limit and the Individual Three Year EMI Limit are not exceeded; 


  

	(b)	 Where the Board grants an option intended to be an EMI Option to an Eligible Employee which causes the
aggregate Fair Market Value of his unexercised EMI Options and CSOP Options granted by reason of his employment within the Group to exceed the Individual EMI Limit, the Option so far as it relates to the excess number of shares of Common Stock that
cause the Individual EMI Limit to be exceeded shall continue to subsist as a Nonstatutory Stock Option. 


  

	(c)	 Where the Board grants an Option intended to be an EMI Option to an Eligible Employee which by virtue of the
Individual Three Year EMI Limit is a Nonstatutory Stock Option, the Option shall continue to subsist as a Nonstatutory Stock Option. 



  
 3 














	(d)	 An EMI Option cannot be granted if the Company EMI Limit is already exceeded. 



 

	(e)	 Notwithstanding paragraph (d) above, where the Board grants one or more options intended to be EMI Options
to one or more Eligible Employees when the Company EMI Limit is already exceeded, the Options shall subsist as Nonstatutory Stock Options. 


  

	(f)	 Where the Board grants one or more options intended to be EMI Options to one or more Eligible Employees which
either individually or taken together would cause the Company EMI Limit to be exceeded, each option shall, so far as it relates to the excess number of shares of Common Stock that cause the Company EMI Limit to be exceeded as determined in
accordance with paragraph 7(5) of Schedule 5, continue to subsist as a Nonstatutory Stock Option. 


  

	(g)	 No option may be exercised as an EMI Option by a person who is excluded from participation in the Plan by
virtue of paragraph 29 of Schedule 5 (interest in more than 30% of ordinary share capital of the Company). 


  

	10.	 RESTRICTIONS ON TRANSFER 



Notwithstanding Section 5(e) of the Plan, a Stock Award granted under the UK Sub-Plan shall be personal to the
Participant to whom it is granted and shall not be capable of being transferred, assigned or charged except that a Participant’s Stock Award may be transmitted to the Participant’s personal representatives on his death. Participants may
not designate a third party to be a beneficiary of his Stock Award after his death. 
  

	11.	 NO EMPLOYMENT OR OTHER SERVICE
RIGHTS 


 The following additional wording shall be included at the end of Section 8(d) of the Plan: 

“The grant of a Stock Award will not form part of the Participant’s entitlement to remuneration or benefits pursuant to his contract of employment
nor does the existence of a contract of employment between a person and the Company or any Affiliate give any right or expectation that a Stock Award will be granted to him. The rights and obligations of a Participant under the terms of his contract
of employment with the Company or any Affiliate shall not be affected by the grant of a Stock Award. A Participant waives all and any rights to compensation or damages under the Plan in consequence of the termination of the Participant’s office
or employment with the Company or an Affiliate for any reason (including, without limitation, any breach of contract by his employer).” 

  
 4 














	12.	 UK WITHHOLDING OBLIGATIONS 



The following additional wording shall be included at the end of Section 8 of the Plan: 

 

	(n)	 UK Tax Liability Participant shall, unconditionally and irrevocably agree as a condition of the vesting
or exercise of his Stock Award (as appropriate): 


  

	 	(i)	 to place the Company in funds and indemnify the Company in respect of (1) all liability to UK income tax
which the Company is liable to account for on behalf of the Participant directly to HMRC; (2) all liability to national insurance contributions which the Company is liable to account for on behalf of the Participant to HMRC (including secondary
class 1 (employer’s) national insurance contributions for which the Participant is liable having agreed to pay); and (3) to the extent legally permitted, all liability to national insurance contributions for which the Company is liable,
which in all cases arise as a consequence of or in connection with the vesting or exercise of the Stock Award, the entering into of any tax election as detailed below or the ownership of Common Stock by virtue of such exercise including, without
limitation, in respect of any liability arising under or in connection with Part 7 or Part 7A of the Income Tax (Earnings and Pensions) Act 2003 (“ITEPA”) (the “UK Tax Liability”); or 



 

	 	(ii)	 to permit the Company to sell at the best price which it can reasonably obtain such number of shares of Common
Stock allocated or allotted to the Participant following exercise or vesting (as the case may be) of his Stock Award as will provide the Company with an amount equal to the UK Tax Liability; and to permit the Company to withhold an amount not
exceeding the UK Tax Liability from any payment made to the Participant (including, but not limited to salary); and 


  

	 	(iii)	 if so required by the Company, and, to the extent permitted by law, to enter into a joint election or other
arrangements under which the liability for all or part of such employer’s national insurance contributions liability is transferred to the Participant; and 



 

	 	(iv)	 if so required by the Company, to enter into a joint election within Section 431 of ITEPA in respect of
computing any tax charge on the acquisition of “restricted securities” (as defined in Section 423 and 424 of ITEPA); and 


  

	 	(v)	 to sign, promptly, all documents required by the Company to effect the terms of this Section and references in
this Section to “the Company” shall, if applicable, be construed as also referring to any Affiliate.” 


  

	13.	 DEFINITIONS IN THE UK SUB-PLAN 


 “Committed Time” means the time an Eligible Employee is
required to spend on the business of the Company or any Qualifying Subsidiary (including any time which the Employee would have been so required to spend but for Permitted Absence) as defined in paragraph 26(2) of Schedule 5; 

  
 5 













 “Company EMI Limit” means the total value of shares of Common Stock in respect of which
unexercised EMI Options exist being not more than £3 million or such other amount as may from time to time be specified in paragraph 7 of Schedule 5; 

“Connected” has the meaning given by Section 718 of ITEPA; 

“Control” has the meaning given by Section 719 of ITEPA; 

“CSOP Options” means an option granted pursuant to Schedule 4 of ITEPA; 

“Disqualifying Event” means an event specified in Sections 534 to 536 inclusive of ITEPA; 

“Eligible Employee” means an individual who at the date of grant of an EMI Option is: 

(i) an Employee of the Company or a Qualifying Subsidiary whose Committed Time is at least 25 hours per week, or, if less, 75% of his
“working time” as defined in paragraph 27 of Schedule 5; and 
 (ii) not precluded from such participation by paragraph 28 of
Schedule 5 (no material interest); 
 “EMI Option” means an option granted under this UK Sub-Plan
which is a qualifying option for the purposes of the EMI Code as defined in section 527(4) of ITEPA; 
 “EMI Option Agreement” means the
written agreement evidencing the grant of an EMI Option containing the terms set out in paragraph 5 of this UK Sub-Plan; 

Gross Assets Limit” means £30 million or such other amount as may from time to time be specified in paragraph 12 of Schedule 5; 

“Group” means the Company and its Qualifying Subsidiaries and the phrase “Group Company” shall be construed accordingly; 

“HMRC” means Her Majesty’s Revenue and Customs; 

“Individual EMI Limit” means £250,000 less £1 or such other amount as may from time to time be specified in paragraph 5 of
Schedule 5 less £1; 
 “Individual Three Year EMI Limit” means £250,000 or such other amount as may from time to time be
specified in paragraph 6 of Schedule 5; 
 “ITEPA” means the Income Tax (Earnings & Pensions) Act 2003; 

“Permitted Absence” means the time spent as set out in paragraph 26(3) of Schedule 5 (summarised as absence from work for injury, ill-health or disability, pregnancy, childbirth, maternity or paternity leave or parental leave, reasonable holiday entitlement or not being required to work during a period of notice of termination of employment);


  
 6 













 “Qualifying Exchange of Shares” means arrangements which meet the conditions of paragraph
40 of Schedule 5; 
 “Qualifying Subsidiary” has the meaning given in paragraph 11 of Schedule 5; 

“Restricted Securities” has the meaning given in section 423 of ITEPA; and 

“Schedule 5” means Schedule 5 to ITEPA as amended from time to time. 

  
 7