Exhibit 10.3


 


Chimerix,
Inc.


 


2012
Equity Incentive Plan


 


Adopted
by the Board of Directors: February 16, 2012


Approved
by the Stockholders: February 22, 2012


Termination
Date: February 15, 2022 


 


1.          General.


 


(a)          Successor
to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Chimerix, Inc. 2002 Equity
Incentive Plan (the “Prior Plan”). Following the Effective Date, no additional stock awards may be granted
under the Prior Plan. Any unallocated shares remaining available for issuance pursuant to the exercise of options or issuance or
settlement of stock awards not previously granted under the Prior Plan as of 12:01 a.m. Eastern time on the Effective Date
(the “Prior Plan’s Available Reserve”) will cease to be available under the Prior Plan at such
time and will be added to the Share Reserve (as further described in Section 3(a) below) and be then immediately available for
issuance pursuant to Stock Awards granted hereunder. In addition, from and after 12:01 a.m. Eastern time on the Effective Date,
all outstanding stock awards granted under the Prior Plan will remain subject to the terms of the Prior Plan; provided, however,
that any shares subject to outstanding stock awards granted under the Prior Plan that (i) expire or terminate for any reason prior
to exercise or settlement, (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares
or repurchased at the original issuance price, or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation
in connection with an award (the “Returning Shares”) will immediately be added to the Share Reserve (as
further described in Section 3(a) below) as and when such shares become Returning Shares, and become available for issuance pursuant
to Awards granted hereunder. All Stock Awards granted on or after 12:01 a.m. Eastern time on the Effective Date of this
Plan will be subject to the terms of this Plan.


 


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


 


(c)          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.


 


(d)          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.


 




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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 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 compliant with the requirements for Incentive Stock Options or exempt from or compliant
with the requirements for 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 unless (1) the Company requests the consent of the affected Participant, and (2) such Participant
consents in writing.


 




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(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 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.


 




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(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 (1) 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 Stock Awards; and (ii) determine the number of shares
of Common Stock to be subject to such Stock Awards 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 for
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 (A) 450,041 shares (which number is the number of shares subject
to the Prior Plan’s Available Reserve), plus (B) the Returning Shares, if any, in an amount not to exceed 2,631,036 shares,
which become available for grant under this Plan from time to time (such aggregate number of shares described in (A) and (B) above,
the “Share Reserve”). 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).


 




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(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 Share Reserve 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 6,197,183
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.          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 one hundred ten percent (110%) of the Fair Market Value on the date of grant and the Option is not
exercisable after the expiration of five (5) 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.


 




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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 ten (10) years from the date of its grant or such shorter period specified in the Stock Award Agreement.


 


(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 one hundred percent (100%) of the Fair Market Value of the Common Stock subject to
the Option or SAR on the date the Stock Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an
exercise or strike price lower than one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the
Stock Award if such Stock 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;


 




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(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


 


(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 Award 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.


 




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(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, upon 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 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 (3) 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
thirty (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 (as applicable)
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 (3) 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 time (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.


 




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(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 within such period of time ending on the earlier of (i) the
date twelve (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 (6) 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
eighteen (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 (6) 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 (as applicable) 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.


 




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(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 (6)
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 (6) 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 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 (6) 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:


 




    	10.



    	 



    

 


(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 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.


 




    	11.



    	 



    

 


(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 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 one
hundred percent (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.


 




    	13.



    	 



    

 


(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 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 one hundred thousand dollars ($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).


 




    	14.



    	 



    

 


(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
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 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 of the Code. 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 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.


 




    	15.



    	 



    

 


(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 (6) months, including financial statements that are not more than one hundred
eighty (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 (6) 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.


 


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.


 




    	16.



    	 



    

 


(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 any surviving corporation or acquiring corporation shall assume any Stock Awards outstanding under the Plan or shall substitute
similar stock awards (including an award to acquire the same consideration paid to the stockholders in the Corporate Transaction
for those outstanding under the Plan). In the event any surviving corporation or acquiring corporation fails or refuses to assume
such Stock Awards or to substitute similar stock awards for those outstanding under the Plan, then with respect to Stock Awards
held by Participants whose Continuous Service has not terminated, the vesting of such Stock Awards (and, if applicable, the time
during which such Stock Awards may be exercised) shall be accelerated in full, and the Stock Awards shall terminate if not exercised
(if applicable) at or prior to the Corporate Transaction. With respect to any other Stock Awards outstanding under the Plan, such
Stock Awards shall terminate if not exercised (if applicable) prior to the Corporate Transaction.  


 


(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 tenth (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.


 




    	17.



    	 



    

 


(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.


 


11.         Effective
Date of Plan.


 


This Plan will become
effective on the Effective Date. 


 


12.         Choice
of Law.


 


The laws of the State
of North Carolina 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.


 




    	18.



    	 



    

 


(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 conviction of any felony or any crime involving fraud; (ii) such Participant’s participation
(whether by affirmative act or omission) in a fraud or felonious act against the Company and/or its Affiliates; (iii) conduct by
such Participant which, based upon a good faith and reasonable factual investigation by the Company (or, if such Participant is
an Officer, by the Board), demonstrates such Participant’s unfitness to serve; (iv) such Participant’s violation of
any statutory or fiduciary duty, or duty of loyalty owed to the Company and/or its Affiliates and which has a material adverse
effect on the Company and/or its Affiliates; (v) such Participant’s violation of state or federal law in connection with
such Participant’s performance of such Participant’s job which has a material adverse effect on the Company and/or
its Affiliates; (vi) breach of any material term of any contract between such Participant and the Company and/or its Affiliates;
and (vii) such Participant’s violation of any material Company policy. Notwithstanding the foregoing, such Participant’s
death or Disability shall not constitute Cause as set forth herein. The determination that a termination of the Participant’s
Continuous Service is either for Cause or without Cause will be made by the Board or Committee, as applicable, in its sole and
exclusive judgment and 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.


 


(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 fifty percent (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 fifty percent (50%)
of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more
than fifty percent (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;


 




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(iii)        the
stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company, or a complete
dissolution or liquidation of the Company will otherwise occur, except for a liquidation into a parent corporation; or


 


(iv)        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 fifty percent (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 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 one (1) 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 Chimerix, 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, Director or Consultant 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.


 




    	20.



    	 



    

 


(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;


 


(ii)         a
sale or other disposition of at least ninety percent (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 twelve (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.


 




    	21.



    	 



    

 


(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 fifty percent (50%)
of the combined voting power of the Company’s then outstanding securities.


 


(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.


 




    	22.



    	 



    

 


(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 Chimerix, Inc. 2012 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 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.


 




    	23.



    	 



    

 


(qq)         “Subsidiary”
means, with respect to the Company, (i) any corporation of which more than fifty percent (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 fifty percent (50%).


 


(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 ten percent (10%) of the total combined voting power of all classes of stock of the Company or any
Affiliate.


 




    	24.



    	 



    

 


Chimerix,
Inc.
2012 Equity Incentive Plan

Option Agreement

(Incentive Stock Option or Nonstatutory Stock Option)


 


Pursuant to your Stock Option Grant Notice
(“Grant Notice”) and this Option Agreement, Chimerix, Inc. (the “Company”)
has granted you an option under its 2012 Equity Incentive Plan (the “Plan”) to purchase the number of
shares of the Company’s Common Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice.
The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”).
If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized
terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions
as in the Plan.


 


The details of your option, in addition
to those set forth in the Grant Notice and the Plan, are as follows:


 


1.          Vesting.
Subject to the limitations contained herein, your option will vest as provided in your Grant Notice. Vesting will cease upon the
termination of your Continuous Service.


 


a.           Special
Acceleration Provision. If a Change in Control occurs and within thirteen
(13) months after, the effective time of such Change in Control your Continuous Service terminates due to an involuntary termination
(not including death or Disability) without Cause or due to a voluntary termination with Good Reason, then, as of the date of termination
of Continuous Service, the vesting and exercisability of your option will be accelerated in full and any reacquisition or repurchase
rights held by the Company with respect to such option will lapse in full, as appropriate.


 


For purposes of this
subsection 1(a) only, “Good Reason” means that one or more of the following are undertaken by the Company
without Cause and without your express written consent: (i) a change in your job title with the Company to a job title involving
a materially reduced level of authority, duties or responsibility (provided however, a change in your job title without a material
reduction in your level of authoirty, duties or responsibility shall not constitute “Good Reason”), (ii) a material
reduction in your level of base salary, or (iii) a relocation of your place of employment by more than fifty (50) miles.


 




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b.           Parachute
Payments. If any payment or benefit you would receive pursuant to a Change in Control from the Company or otherwise (a “Payment”)
would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence,
be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment
shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment
that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including
the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes,
income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax
basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise
Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals
the Reduced Amount, reduction shall occur in the manner that results in the greatest economic benefit for you.


 


The accounting firm engaged
by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the
foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual,
entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the
determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm
required to be made hereunder.


 


The accounting firm engaged
to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to you and
the Company within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at that
time by you or the Company) or such other time as requested by you or the Company. If the accounting firm determines that no Excise
Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish you and
the Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good
faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company.


 


2.          Number
of Shares and Exercise Price. The number of shares of Common Stock subject to your option and your exercise price per
share in your Grant Notice will be adjusted for Capitalization Adjustments.


 


3.          Exercise
Restriction for Non-Exempt Employees. If you are an Employee eligible for overtime compensation under the Fair Labor
Standards Act of 1938, as amended (that is, a “Non-Exempt Employee”), and except as otherwise provided
in the Plan, you may not exercise your option until you have completed at least six (6) months of Continuous Service measured
from the Date of Grant, even if you have already been an employee for more than six (6) months. Consistent with the provisions
of the Worker Economic Opportunity Act, you may exercise your option as to any vested portion prior to such six (6) month
anniversary in the case of (i) your death or disability, (ii) a Corporate Transaction in which your option is not assumed,
continued or substituted, (iii) a Change in Control or (iv) your termination of Continuous Service on your “retirement”
(as defined in the Company’s benefit plans).


 


4.          Exercise
prior to Vesting (“Early Exercise”). If permitted in your Grant Notice (i.e., the “Exercise
Schedule” indicates “Early Exercise Permitted”) and subject to the provisions of your option, you may elect at
any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all
or part of your option, including the unvested portion of your option; provided, however, that:


 




    	2



    	 



    

 


a.           a
partial exercise of your option will be deemed to cover first vested shares of Common Stock and then the earliest vesting installment
of unvested shares of Common Stock;


 


b.           any
shares of Common Stock so purchased from installments that have not vested as of the date of exercise will be subject to the purchase
option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement;


 


c.           you
will enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result in
the same vesting as if no early exercise had occurred; and


 


d.           if
your option is an Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the Date of Grant)
of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable
for the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand
dollars ($100,000), your option(s) or portions thereof that exceed such limit (according to the order in which they were granted)
will be treated as Nonstatutory Stock Options.


 


5.          Method
of Payment. You must pay the full amount of the exercise price for the shares you wish to exercise. You may pay the
exercise price in cash or by check, bank draft or money order payable to the Company or in any other manner permitted by
your Grant Notice, which may include one or more of the following:


 


a.           Provided
that at the time of exercise the Common Stock is publicly traded, pursuant to a program developed under Regulation T as promulgated
by the Federal Reserve Board that, prior to the issuance of Common Stock, 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.
This manner of payment is also known as a “broker-assisted exercise”, “same day sale”, or “sell to
cover”.


 


b.           Provided
that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual delivery or attestation)
of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests,
and that are valued at Fair Market Value on the date of exercise. “Delivery” for these purposes, in the sole discretion
of the Company at the time you exercise your option, will include delivery to the Company of your attestation of ownership of such
shares of Common Stock in a form approved by the Company. You may not exercise your option by delivery to the Company of Common
Stock if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s
stock.


 




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c.           If
this option is a Nonstatutory Stock Option, subject to the consent of the Company at the time of exercise, by a “net exercise”
arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise of your option
by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. You must pay
any remaining balance of the aggregate exercise price not satisfied by the “net exercise” in cash or other permitted
form of payment. Shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter
if those shares (i) are used to pay the exercise price pursuant to the “net exercise,” (ii) are delivered to you
as a result of such exercise, and (iii) are withheld to satisfy your tax withholding obligations.


 


d.           Pursuant
to the following deferred payment alternative:


 


1)         Not
less than one hundred percent (100%) of the aggregate exercise price, plus accrued interest, will be due four (4) years from date
of exercise or, at the Company’s election, upon termination of your Continuous Service.


 


2)         Interest
will be compounded at least annually and will be charged at the minimum rate of interest necessary to avoid (1) the treatment as
interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred
payment arrangement and (2) the classification of your option as a liability for financial accounting purposes.


 


3)         In
order to elect the deferred payment alternative, you must, as a part of your written notice of exercise, give notice of the election
of this payment alternative and, in order to secure the payment of the deferred exercise price to the Company hereunder, if the
Company so requests, you must tender to the Company a promissory note and a pledge agreement covering the purchased shares of Common
Stock, both in form and substance satisfactory to the Company, or such other or additional documentation as the Company may request.


 


6.          Whole
Shares. You may exercise your option only for whole shares of Common Stock.


 


7.          Securities
Law Compliance. In no event may you exercise your option unless the shares of Common Stock issuable upon exercise are
then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance
of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply
with all other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines
that such exercise would not be in material compliance with such laws and regulations (including any restrictions on exercise required
for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable).


 


8.          Term.
You may not exercise your option before the Date of Grant or after the expiration of the option’s term. The term of your
option expires, subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following:


 


a.           immediately
upon the termination of your Continuous Service for Cause;


 




    	4



    	 



    

 


b.           three
(3) months after the termination of your Continuous Service for any reason other than Cause, your Disability or your death
(except as otherwise provided in Section 8(d) below); provided, however, that if during any part of such three (3)
month period your option is not exercisable solely because of the condition set forth in the section above relating to “Securities
Law Compliance,” your option will not expire until the earlier of the Expiration Date or until it has been exercisable for
an aggregate period of three (3) months after the termination of your Continuous Service; provided further, that if (i)
you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six (6) months after the Date of Grant, and
(iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option will not expire
until the earlier of (x) the later of (A) the date that is seven (7) months after the Date of Grant, and (B) the date that
is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date;


 


c.           twelve
(12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d))
below;


 


d.           eighteen
(18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous
Service terminates for any reason other than Cause;


 


e.           the
Expiration Date indicated in your Grant Notice; or


 


f.            the
day before the tenth (10th) anniversary of the Date of Grant.


 


If your option is an
Incentive Stock Option, note that to obtain the federal income tax advantages associated with an Incentive Stock Option, the Code
requires that at all times beginning on the Date of Grant and ending on the day three (3) months before the date of your option’s
exercise, you must be an employee of the Company or an Affiliate, except in the event of your death or Disability. The Company
has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that
your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an Affiliate
as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three (3) months
after the date your employment with the Company or an Affiliate terminates.


 


9.          Exercise.


 


a.           You
may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during
its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other documents and/or
procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding taxes to the
Company’s Secretary, stock plan administrator, or such other person as the Company may designate, together with such additional
documents as the Company may then require.


 




    	5



    	 



    

 


b.           By
exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into
an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason
of (i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are
subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise.


 


c.           If
your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within
fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option
that occurs within two (2) years after the Date of Grant or within one (1) year after such shares of Common Stock are transferred
upon exercise of your option.


 


d.           By
exercising your option you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option for the
purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares
of Common Stock or other securities of the Company held by you, for a period of one hundred eighty (180) days following the effective
date of a registration statement of the Company filed under the Securities Act or such longer period as the
underwriters or the Company will request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472
or any successor or similar rule or
regulation (the “Lock-Up Period”); provided, however,
that nothing contained in this section will prevent the exercise of a repurchase option, if any, in favor of the Company during
the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company
or the underwriters that are consistent with the foregoing or
that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to your shares of Common Stock until the end of such period. You
also agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by
this Section 9(d). The underwriters of the Company’s stock are intended third party beneficiaries of this Section
9(d) and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto.


 


10.       Transferability.
Except as otherwise provided in this Section 10, your option is not transferable, except by will or by the laws of
descent and distribution, and is exercisable during your life only by you.


 


a.           Certain
Trusts. Upon receiving written permission from the Board or its duly authorized designee,
you may transfer your option to a trust if you are considered to be the sole beneficial owner (determined under Section 671 of
the Code and applicable state law) while the option is held in the trust. You and the trustee must enter into transfer and other
agreements required by the Company.


 


b.           Domestic
Relations Orders. Upon receiving written permission from the Board or its duly authorized
designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Company,
you may transfer your option 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)
that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms
of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement
to help ensure the required information is contained within the domestic relations order or marital settlement agreement. If this
option is an Incentive Stock Option, this option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.


 




    	6



    	 



    

 


c.           Other
Approved Transfers. If this option is a Nonstatutory Stock Option, upon receiving written permission from the Board or its
duly authorized designee, and provided that you and the designated transferee enter into transfer and other applicable agreements
required by the Company, you may transfer your option to such further extent as permitted by Rule 701 (or any successor provision
thereto) and as permitted by any other applicable law.


 


d.           Beneficiary
Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written
notice to the Company, in a form provided by or otherwise satisfactory to the Company (and, if applicable, any broker designated
by the Company to handle option exercises), designate a third party who, in the event of your death, will thereafter be entitled
to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such
a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of
your estate, the Common Stock or other consideration resulting from such exercise.


 


11.        Right
of First Refusal. Shares of Common Stock that you acquire upon exercise of your option are subject to any right of first
refusal that may be described in the Company’s bylaws in effect at such time the Company elects to exercise its right. The
Company’s right of first refusal will expire on the first date upon which any security of the Company is listed (or approved
for listing) upon notice of issuance on a national securities exchange or quotation system.


 


12.        Right
of Repurchase. To the extent provided
in the Company’s bylaws in effect at such time the Company elects to exercise its right, the Company will have
the right to repurchase all or any part of the shares of Common Stock you acquire pursuant to the exercise of your option.


 


13.        Option
not a Service Contract. Your option is not an employment or service contract, and nothing in your option will be deemed
to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the
Company or an Affiliate to continue your employment. In addition, nothing in your option will obligate the Company or an Affiliate,
their respective shareholders, boards of directors, officers or employees to continue any relationship that you might have as a
Director or Consultant for the Company or an Affiliate.


 


14.        Withholding
Obligations.


 


a.           At
the time you exercise your option, in whole or in part, and at any time thereafter as requested by the Company, you hereby authorize
withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by
means of a “same day sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve
Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.


 




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b.           If
this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, and compliance with
any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable
to you upon the exercise of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the
Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount
as may be necessary to avoid classification of your option as a liability for financial accounting purposes). If the date of determination
of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant
to the preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code,
covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination is
otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option.
Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares of Common
Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences
to you arising in connection with such share withholding procedure shall be your sole responsibility.


 


c.           You
may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly,
you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation
to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein,
if applicable, unless such obligations are satisfied.


 


15.        Tax
Consequences. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation
programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its Officers,
Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular,
you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the
Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there
is no other impermissible deferral of compensation associated with the option. Because the Common Stock is not traded on an established
securities market, the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm
retained by the Company. You acknowledge that there is no guarantee that the Internal Revenue Service will agree with the valuation
as determined by the Board, and you will not make any claim against the Company, or any of its Officers, Directors, Employees or
Affiliates in the event that the Internal Revenue Service asserts that the valuation determined by the Board is less than the “fair
market value” as subsequently determined by the Internal Revenue Service.


 




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16.        Notices.
Any notices provided for in your option or the Plan will be given in writing (including electronically) and will be deemed effectively
given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United
States mail, postage prepaid, addressed to you at the last address you provided to the Company. The Company may, in its sole discretion,
decide to deliver any documents related to participation in the Plan and this option by electronic means or to request your consent
to participate in the Plan by electronic means. By accepting this option, you consent to receive such documents by electronic delivery
and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third
party designated by the Company.


 


17.        Governing
Plan Document. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part
of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to time be
promulgated and adopted pursuant to the Plan. If there is any conflict between the provisions of your option and those of the Plan,
the provisions of the Plan will control.


 




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Notice
of Exercise


 


Chimerix, Inc.


2505 Meridian Parkway, Suite 340


Durham, NC 27713


 


Date of Exercise: _______________


 


This constitutes notice to Chimerix, Inc.
(the “Company”) under my stock option that I elect to purchase the below number of shares of Common Stock
of the Company (the “Shares”) for the price set forth below.


 


	Type of option (check one):	 	Incentive  ̈	 	Nonstatutory  ̈	 
	 	 	 	 	 	 
	Stock option dated:	 	_______________	 	_______________	 
	 	 	 	 	 	 
	Number of Shares as to which option is exercised:	 	_______________	 	_______________	 
	 	 	 	 	 	 
	Certificates to be issued in name of:	 	_______________	 	_______________	 
	 	 	 	 	 	 
	Total exercise price:	 	$______________	 	$______________	 
	 	 	 	 	 	 
	Cash payment delivered herewith:	 	$______________	 	$______________	 
	 	 	 	 	 	 
	[Value of ________ Shares delivered herewith1:	 	$______________	 	$______________]	 
	 	 	 	 	 	 
	[Value of ________ Shares
    pursuant to net exercise2:	 	$______________	 	$______________]	 
	 	 	 	 	 	 
	[Regulation T Program (cashless exercise3):	 	$______________	 	$______________]	 


 





 






1         Shares
must meet the public trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option
being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be
endorsed or accompanied by an executed assignment separate from certificate.


2         The
option must be a Nonstatutory Stock Option, and Chimerix, Inc. must
have established net exercise procedures at the time of exercise, in order to utilize this payment method.


3         Shares
must meet the public trading requirements set forth in the option.


 




    	1



    	 



    

 


By this exercise, I agree (i) to provide
such additional documents as you may require pursuant to the terms of the 2012 Equity Incentive Plan (ii) to provide for the
payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this
option, and (iii) if this exercise relates to an incentive stock option, to notify you in writing within fifteen (15) days
after the date of any disposition of any of the Shares issued upon exercise of this option that occurs within two (2) years after
the date of grant of this option or within one (1) year after such Shares are issued upon exercise of this option.


 


I hereby make the following certifications
and representations with respect to the number of Shares listed above, which are being acquired by me for my own account upon exercise
of the option as set forth above:


 


I acknowledge that the Shares have not
been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are deemed to
constitute “restricted securities” under Rule 701 and Rule 144 promulgated under the Securities Act. I warrant and
represent to the Company that I have no present intention of distributing or selling said Shares, except as permitted under the
Securities Act and any applicable state securities laws.


 


I further acknowledge that I will not be
able to resell the Shares for at least ninety (90) days after the stock of the Company becomes publicly traded (i.e., subject
to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more
restrictive conditions apply to affiliates of the Company under Rule 144.


 


I further acknowledge that all certificates
representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting
the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company’s Articles of Incorporation,
Bylaws and/or applicable securities laws.


 


I further agree that, if required by the
Company (or a representative of the underwriters) in connection with the first underwritten registration of the offering of any
securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option
for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any
shares of Common Stock or other securities of the Company for a period of one hundred eighty (180) days following the effective
date of a registration statement of the Company filed under the Securities Act (or such longer period as the underwriters or the
Company shall request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or
regulation) (the “Lock-Up Period”). I further agree to execute and deliver such other agreements as may
be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are necessary to give
further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect
to securities subject to the foregoing restrictions until the end of such period.


 


	 	Very truly yours,
	 	 
	 	  


 




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Chimerix,
Inc.

Stock Option Grant Notice

(2012 Equity Incentive Plan)


 


Chimerix, Inc. (the “Company”),
pursuant to its 2012 Equity Incentive Plan (the “Plan”), hereby grants to Optionholder an option to purchase
the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions
as set forth in this notice, in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and
incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement
will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in this notice
and the Plan, the terms of the Plan will control.


 


	Optionholder:	 	 
	Date of Grant:	 	 
	Vesting Commencement Date:	 	 
	Number of Shares Subject to Option:	 	 
	Exercise Price (Per Share):	 	 
	Total Exercise Price:	 	 
	Expiration Date:	 	 


 


	Type of Grant:	 ̈ Incentive
    Stock Option2	 ̈ Nonstatutory
    Stock Option
	 	 	 
	Exercise Schedule:   	 ̈ Same
    as Vesting Schedule	 ̈ Early
    Exercise Permitted
	 	 	 
	Vesting Schedule:	[One fourth (1/4th) of the shares vest
    one year after the Vesting Commencement Date; the balance of the shares vest in a series of thirty six (36) successive equal
    monthly installments measured from the first anniversary of the Vesting Commencement Date, subject to Optionholder’s
    Continuous Service as of each such date.]
	 	 
	Payment:	By one or a combination of the following items (described in the Option Agreement):
	 	 
	 	x   By
    cash, check, bank draft or money order payable to the Company
	 	x   Pursuant
    to a Regulation T Program if the shares are publicly traded
	 	x   By
    delivery of already-owned shares if the shares are publicly traded
	 	 ̈   By
    deferred payment
	 	x   If
    and only to the extent this option is a Nonstatutory Stock Option, and subject to the Company’s consent at the time
    of exercise, by a “net exercise” arrangement


 


Additional Terms/Acknowledgements:
Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the
Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended
or revised except as provided in the Plan.  Optionholder further acknowledges that as
of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between
Optionholder and the Company regarding this stock option award and supersede all prior oral and written agreements, promises and/or
representations on that subject with the exception of (i) options previously granted and delivered to Optionholder, and (ii) the
following agreements only. By accepting this option, you consent to receive such documents
by electronic delivery and to participate in the Plan through an on line or electronic system established and maintained by the
Company or another third party designated by the Company.


 





 






2 If this is an Incentive Stock
Option, it (plus other outstanding Incentive Stock Options) cannot be first exercisable for more than $100,000 in value
(measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option.


 




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	Other Agreements:   	 	 
	 	 	 


 


	Chimerix, Inc.	 	Optionholder:
	 	 	 
	By:	 	 	 
	Signature	 	Signature
	 	 	 
	Title:	 	 	Date:	 
	 	 	 	 	 
	Date:	 	 	 	 


 


Attachments:
Option Agreement, 2012 Equity Incentive Plan and Notice of Exercise


 




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Chimerix,
Inc.


2012
Equity Incentive Plan


 


Restricted
Stock Unit Agreement


 


Pursuant to the Restricted
Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Agreement (the “Agreement”)
and in consideration of your services, Chimerix, Inc. (the “Company”) has awarded you a Restricted Stock
Unit Award (the “Award”) under its 2012 Equity Incentive Plan (the “Plan”)
for the number of restricted stock units set forth on the Grant Notice. Capitalized terms not explicitly defined in this Agreement
will have the same meanings given to them in the Plan or the Grant Notice, as applicable. Except as otherwise explicitly provided
herein, in the event of any conflict between the terms in this Agreement and the Plan, the terms of the Plan will control.


 


The details of your Award,
in addition to those set forth in the Grant Notice and the Plan, are as follows.


 


1.          Grant
of the Award. This Award represents your right to be issued on a future date the number of shares of Common Stock that
is equal to the number of restricted stock units indicated in the Grant Notice (the “Stock Units”). As
of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit (the “Account”)
the number of Stock Units subject to the Award. This Award was granted in consideration of your services to the Company. Except
as otherwise provided herein, you will not be required to make any payment to the Company (other than past and future services
to the Company) with respect to your receipt of the Award, the vesting of the Stock Units or the delivery of the Common Stock to
be issued in respect of the Award. Notwithstanding the foregoing, the Company reserves the right to issue you the cash equivalent
of Common Stock, in part or in full satisfaction of the delivery of Common Stock upon vesting of your Stock Units, and, to the
extent applicable, references in this Agreement and the Grant Notice to Common Stock issuable in connection with your Stock Units
will include the potential issuance of its cash equivalent pursuant to such right.


 


2.          Vesting.
Subject to the limitations contained herein, your Award will vest, if at all, in accordance with the vesting schedule provided
in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Upon such termination of
your Continuous Service, the Stock Units credited to the Account that were not vested on the date of such termination will be forfeited
at no cost to the Company and you will have no further right, title or interest in such Stock Units or the shares of Common Stock
to be issued in respect of such portion of the Award.


 


3.          Number
of Stock Units and Shares of Common stock.


 


a.           The
number of Stock Units subject to your Award may be adjusted from time to time for Capitalization Adjustments, as provided in the
Plan.


 




    	1



    	 



    

 


b.           Any
additional Stock Units that become subject to the Award pursuant to this Section 3, if any, will be subject, in a manner determined
by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable
to the other Stock Units covered by your Award.


 


c.           Notwithstanding
the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock will be created pursuant
to this Section 3. The Board will, in its discretion, determine an equivalent benefit for any fractional shares or fractional shares
that might be created by the adjustments referred to in this Section 3.


 


4.          Securities
Law Compliance. You may not be issued any shares of Common Stock in respect of your Award unless either (i) the shares
are registered under the Securities Act; or (ii) the Company has determined that such issuance would be exempt from the registration
requirements of the Securities Act. Your Award also must comply with other applicable laws and regulations governing the Award,
and you will not receive such shares if the Company determines that such receipt would not be in material compliance with such
laws and regulations.


 


5.          Transfer
Restrictions. Your Award is not transferable, except by will or by the laws of descent and distribution. In addition
to any other limitation on transfer created by applicable securities laws, you agree not to assign, hypothecate, donate, encumber
or otherwise dispose of any interest in any of the shares of Common Stock subject to the Award until the shares are issued to you
in accordance with Section 6 of this Agreement. After the shares have been issued to you, you are free to assign, hypothecate,
donate, encumber or otherwise dispose of any interest in such shares provided that any such actions are in compliance with the
provisions herein, any applicable Company policies (including, but not limited to, insider trading and window period policies)
and applicable securities laws. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory
to the Company, you may designate a third party who, in the event of your death, will thereafter be entitled to receive any distribution
of Common Stock to which you were entitled at the time of your death pursuant to this Agreement.


 




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6.          Date
of Issuance. 


 


a.           To
the extent the Award is exempt from application of Section 409A of the Code and any state law of similar effect (collectively “Section
409A”), the Company will deliver to you a number of shares of Common Stock equal to the number of vested Stock Units
subject to your Award, including any additional Stock Units received pursuant to Section 3 above that relate to those vested Stock
Units, on the applicable vesting date. However, if a scheduled delivery date falls on a date that is not a business day, such delivery
date will instead fall on the next following business day. Notwithstanding the foregoing, shares may be delivered on a date later
than the applicable vesting date or its next following business day in certain circumstances as determined by the Company, but
in no event will shares be delivered later than the fifteenth (15th) day of the third calendar month of the calendar year following
the calendar year in which the applicable shares covered by the Award vest. For example, to the extent applicable at a vesting
date when shares are registered under the Securities Act, in the event that (i) any shares covered by your Award are scheduled
to be delivered on a day (the “Original Distribution Date”) that does not occur: (A) during an open “window
period” applicable to you under the Company’s policy permitting officers, directors and other designated individuals
to sell shares only during certain “window” periods, in effect from time to time (the “Policy”),
(B) on a day on which you are permitted to sell shares of Common Stock pursuant to a written plan that meets the requirements of
Rule 10b5-1 under the Exchange Act, as determined by the Company in accordance with the Policy, or (C) on a date when you are otherwise
permitted to sell shares of Common Stock on the open market, and (ii) the Company elects not to satisfy its tax withholding obligations
by withholding shares from your distribution or withholding from other compensation otherwise payable to you by the Company, then
such shares will not be delivered on such Original Distribution Date and will instead be delivered on the first business day of
the next occurring open “window period” applicable to you pursuant to such Policy (regardless of whether you are still
providing continuous services at such time) or the next business day when you are not prohibited from selling shares of Common
Stock in the open market, but in no event later than the fifteenth (15th) day of the third calendar month of the calendar year
following the calendar year in which the applicable shares covered by the Award vest. Delivery of the shares pursuant to the provisions
of this Section 6(a) is intended to comply with the requirements for the short-term deferral exemption available under Treasury
Regulations Section 1.409A-1(b)(4) and will be construed and administered in such manner. The form of such delivery of the shares
(e.g., a stock certificate or electronic entry evidencing such shares) will be determined by the Company.


 


If the Company elects
to issue you cash in part or in full satisfaction of the shares of Common Stock issuable upon vesting of your Stock Units, then
the foregoing provisions of this Section 6(a) will not apply and such cash will be paid to you in a lump sum at any time on after
the vesting date of your Stock Units, but in no event later than the fifteenth (15th) day of the third calendar month of the calendar
year following the calendar year in which your Stock Units vest.


 


7.          Dividends.
You will receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend or other distribution
that does not result from a Capitalization Adjustment as provided in the Plan; provided, however, that this sentence will not apply
with respect to any shares of Common Stock that are delivered to you in connection with your Award after such shares have been
delivered to you.


 


8.          Restrictive
Legends. The shares issued in respect of your Award will be endorsed with appropriate legends determined by the Company.


 


9.          Award
not a Service Contract.


 


a.           Your
Continuous Service with the Company or an Affiliate is not for any specified term and may be terminated by you or by the Company
or an Affiliate at any time, for any reason, with or without cause and with or without notice.  Nothing in this Agreement
(including, but not limited to, the vesting of your Award pursuant to the schedule set forth in the Grant Notice herein or the
issuance of the shares in respect of your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit
in this Agreement or the Plan will:  (i) confer upon you any right to continue in the employ of, or affiliation with, the
Company or an Affiliate; (ii) constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature
of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation;
(iii) confer any right or benefit under this Agreement or the Plan unless such right or benefit has specifically accrued under
the terms of this Agreement or Plan; or (iv) deprive the Company of the right to terminate you at will and without regard to any
future vesting opportunity that you may have.


 




    	3



    	 



    

 


b.           By
accepting this Award, you acknowledge and agree that the right to continue vesting in the Award pursuant to the vesting schedule
set forth in Section 2 and in the Grant Notice is earned only by continuing as an employee, director or consultant at the will
of the Company (not through the act of being hired, being granted this Award or any other award or benefit) and that the Company
has the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or Affiliates at any time or
from time to time, as it deems appropriate (a “reorganization”).  You further acknowledge and agree that such
a reorganization could result in the termination of your Continuous Service, or the termination of Affiliate status of your employer
and the loss of benefits available to you under this Agreement, including but not limited to, the termination of the right to continue
vesting in the Award. You further acknowledge and agree that this Agreement, the Plan, the transactions contemplated hereunder
and the vesting schedule set forth herein or any covenant of good faith and fair dealing that may be found implicit in any of them
do not constitute an express or implied promise of continued engagement as an employee or consultant for the term of this Agreement,
for any period, or at all, and will not interfere in any way with your right or the Company’s right to terminate your Continuous
Service at any time, with or without cause and with or without notice.


 


10.        Withholding
Obligations.


 


a.           On
or before the time you receive a distribution of the shares of Common Stock subject to your Award, or at any time thereafter as
requested by the Company, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise
agree to make adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding
obligations of the Company or any Affiliate which arise in connection with your Award (the “Withholding Taxes”).
Additionally, the Company may, in its sole discretion, satisfy all or any portion of the Withholding Taxes obligation relating
to your Award by any of the following means or by a combination of such means: (i) withholding from any compensation otherwise
payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter into a “same
day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority
(a “FINRA Dealer”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection
with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the
proceeds necessary to satisfy the Withholding Taxes directly to the Company and/or its Affiliates; or (iv) withholding shares of
Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with the Award with a Fair Market
Value (measured as of the date shares of Common Stock are issued to pursuant to Section 6) equal to the amount of such Withholding
Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the amount necessary to satisfy
the Company’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local
and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided further, that
to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such
share withholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.


 




    	4



    	 



    

 


b.           Unless
the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company will have no obligation to deliver
to you any Common Stock pursuant to this Award.


 


c.           In
the event the Company’s obligation to withhold arises prior to the delivery to you of Common Stock or it is determined after
the delivery of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amount withheld
by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount.


 


11.        Lock-Up
Period. By accepting your Award,
you agree that you will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of,
or enter into any hedging or similar transaction with the same economic effect as a sale with respect to any shares of Common Stock
or other securities of the Company held by you, for a period of one hundred eighty (180) days following the effective date of a
registration statement of the Company filed under the Securities Act or such longer period as the
underwriters or the Company will request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472
or any successor or similar rule or
regulation (the “Lock-Up Period”); provided, however, that
nothing contained in this section shall prevent the exercise of a repurchase option, if any, in favor of the Company during the
Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or
the underwriters that are consistent with the foregoing or that
are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer
instructions with respect to your shares of Common Stock until the end of such period. You
also agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by
this Section. The underwriters of the Company’s stock are intended third party beneficiaries of this Section and shall
have the right, power and authority to enforce the provisions hereof as though they were a party hereto.


 


12.        Unsecured
Obligation. Your Award is unfunded, and as a holder of a vested Award, you will be considered an unsecured creditor
of the Company with respect to the Company’s obligation, if any, to issue shares pursuant to this Agreement. You will not
have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant to this Agreement
until such shares are issued to you pursuant to Section 6 of this Agreement. Upon such issuance, you will obtain full voting and
other rights as a stockholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions,
will create or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other
person.


 




    	5



    	 



    

 


 


13.         Notices.
Any notices provided for in your Award or the Plan will be given in writing (including electronically) and will be deemed effectively
given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States
mail, postage prepaid, addressed to you at the last address you provided to the Company. Notwithstanding the foregoing, the Company
may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this Award by electronic
means or to request your consent to participate in the Plan by electronic means. By accepting this Award you consent to receive
such documents by electronic delivery and, if requested, to agree to participate in the Plan through an on-line or electronic system
established and maintained by the Company or another third party designated by the Company.


 


14.         Miscellaneous.


 


a.           The
rights and obligations of the Company under your Award will be transferable to any one or more persons or entities, and all covenants
and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns. Your rights
and obligations under your Award may only be assigned with the prior written consent of the Company.


 


b.           You
agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company
to carry out the purposes or intent of your Award.


 


c.           You
acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the advice of counsel
prior to executing and accepting your Award, and fully understand all provisions of your Award.


 


d.           This
Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or
national securities exchanges as may be required.


 


e.           All
obligations of the Company under the Plan and this Agreement will be binding on any successor to the Company, whether the existence
of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.


 


15.         Governing
Plan Document. Your Award is subject to all the provisions of the Plan, the provisions of which are hereby made a part
of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be
promulgated and adopted pursuant to the Plan. Except as expressly provided in this Agreement, in the event of any conflict between
the provisions of your Award and those of the Plan, the provisions of the Plan will control. In addition, your Award (and any compensation
paid or shares issued under your Award) is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and
Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Company and any compensation
recovery policy otherwise required by applicable law.


 




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16.         Severability.
If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid,
such unlawfulness or invalidity will not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid.
Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed
in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining
lawful and valid.


 


17.         Effect
on Other Employee Benefit Plans. The value of the Award subject to this Agreement will not be included as compensation,
earnings, salaries, or other similar terms used when calculating the Employee’s benefits under any employee benefit plan
sponsored by the Company or any Affiliate, except as such plan otherwise expressly provides. The Company expressly reserves its
rights to amend, modify, or terminate any of the Company’s or any Affiliate’s employee benefit plans.


 


18.         Amendment.
This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you and by a duly authorized
representative of the Company. Notwithstanding the foregoing, this Agreement may be amended solely by the Board by a writing which
specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and provided that
no such amendment adversely affecting your rights hereunder may be made without your written consent. Without limiting the foregoing,
the Board reserves the right to change, by written notice to you, the provisions of this Agreement in any way it may deem necessary
or advisable to carry out the purpose of the grant as a result of any change in applicable laws or regulations or any future law,
regulation, ruling, or judicial decision, provided that any such change will be applicable only to rights relating to that portion
of the Award which is then subject to restrictions as provided herein.


 


19.         No
Obligation to Minimize Taxes.  The Company has no duty or obligation to minimize the tax consequences to you of this
Award and will not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby
advised to consult with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and
by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so.


 


*       *       *


 


This Agreement will
be deemed to be signed by you upon the signing by you of the Grant Notice to which it is attached.


 




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Chimerix,
Inc.

Restricted Stock Unit Grant Notice

(2012 Equity Incentive Plan)


 


Chimerix, Inc. (the “Company”)
hereby awards to Participant the number of restricted stock units specified and on the terms set forth below (the “Award”).
The Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2012 Equity Incentive Plan
(the “Plan”) and the Restricted Stock Unit Agreement (the “Award Agreement”),
both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but
defined in the Plan or the Award Agreement will have the meanings set forth in the Plan or the Award Agreement. Except as explicitly
provided herein or in the Award Agreement, in the event of any conflict between the terms in the Award and the Plan, the terms
of the Plan will control.


 


	Participant:	 	 
	Date of Grant:	 	 
	Vesting Commencement Date:	 	 
	Number of Restricted Stock Units:	 	 
	Consideration:	 	Participant’s Services


 


		Vesting Schedule:	The Restricted Stock Units will become immediately
vested upon the earlier of (i) a Change in Control and (ii) the effective date of a registration statement of the Company filed
under the Securities Act for the sale of the Company’s Common Stock (either event described in (i) or (ii), a “Vesting
Event”), subject to the Participant’s Continuous Service with the Company as of the Vesting Event. If a Vesting
Event has not occurred at the time of the Participant’s termination of Continuous Service, then the Award will terminate
in its entirety immediately as of such termination date.



 


		Issuance Schedule:	One share of Common Stock (or its cash equivalent, at the discretion of the Company) will be issued
for each restricted stock unit which vests at the time set forth in Section 6 of the Award Agreement.



 


Additional Terms/Acknowledgements:
The undersigned Participant acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit Grant Notice, the
Award Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Grant Notice,
the Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the Award and
supersedes all prior oral and written agreements on that subject. By accepting this Award, the undersigned Participant consents
to receive Plan documents by electronic delivery and to participate in the Plan through an on-line or electronic system established
and maintained by the Company or another third party designated by the Company.


 


	Chimerix, Inc.	 	Participant:
	 	 	 
	By:	 	 	 	 
	Signature	 	Signature
	 	 	 
	Title:	 	 	Date:	 
	 	 	 	 	 
	Date:	 	 	 	 


 


		Attachments:	Award Agreement, 2012 Equity Incentive Plan



 






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