Exhibit 10.11


 


EDGEWISE THERAPEUTICS, INC.


 


EXECUTIVE INCENTIVE COMPENSATION PLAN


 


1.            Purposes
of the Plan. The Plan is intended to increase stockholder value and the success of the Company by motivating Employees to (a) perform
to the best of their abilities and (b) achieve the Company’s objectives.


 


2.            Definitions.


 


2.1            “Actual
Award” means as to any Performance Period, the actual award (if any) payable to a Participant for the Performance Period,
subject to the authority of the Administrator (as defined in Section 3) under Section 4.4.


 


2.2            “Affiliate”
means any corporation or other entity (including, but not limited to, partnerships and joint ventures) that, from time to time
and at the time of any determination, directly or indirectly, is in control of or is controlled by the Company.


 


2.3            “Board”
means the Board of Directors of the Company.


 


2.4            “Bonus
Pool” means the pool of funds available for distribution to Participants. Subject to the terms of the Plan, the Administrator
establishes the Bonus Pool for each Performance Period.


 


2.5            “Code”
means the U.S. Internal Revenue Code of 1986, as amended. Reference to a specific section of the Code or regulation thereunder
will include such section or regulation, any valid regulation or formal guidance of general or direct applicability promulgated
under such section or regulation, and any comparable provision of any future legislation or regulation amending, supplementing
or superseding such section or regulation.


 


2.6            “Committee”
means a committee appointed by the Board (pursuant to Section 3) to administer the Plan.


 


2.7            “Company”
means Edgewise Therapeutics, Inc., a Delaware corporation, or any successor thereto.


 


2.8            “Company
Group” means the Company and any Parents, Subsidiaries, and Affiliates.


 


2.9            “Disability”
means a permanent and total disability determined in accordance with uniform and nondiscriminatory standards adopted by the Administrator
from time to time.


 


2.10          “Employee”
means any executive, officer, or other employee of the Company Group, whether such individual is so employed at the time the Plan
is adopted or becomes so employed subsequent to the adoption of the Plan.


 


2.11          “Fiscal
Year” means the fiscal year of the Company.


 






     


     


    

 


2.12          “Parent”
means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).


 


2.13          “Participant”
means as to any Performance Period, an Employee who has been selected by the Administrator for participation in the Plan for that
Performance Period.


 


2.14          “Performance
Period” means the period of time for the measurement of the performance criteria that must be met to receive an Actual
Award, as determined by the Administrator. A Performance Period may be divided into one or more shorter periods if, for example,
but not by way of limitation, the Administrator desires to measure some performance criteria over twelve (12) months and other
criteria over three (3) months.


 


2.15          “Plan”
means this Executive Incentive Compensation Plan (including any appendix attached hereto), as may be amended from time to time.


 


2.16          “Section 409A”
means Section 409A of the Code and any applicable state law equivalent, as each may be promulgated, amended or modified from
time to time.


 


2.17          “Subsidiary”
means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f), in relation
to the Company.


 


2.18          “Target
Award” means the target award, at one hundred percent (100%) of target level performance achievement, payable under the
Plan to a Participant for a Performance Period, as determined by the Administrator in accordance with Section 4.2.


 


2.19          “Tax
Withholdings” means tax, social insurance and social security liability or premium obligations in connection with the
awards under the Plan, including without limitation: (a) all federal, state, and local income, employment and any other taxes
(including the Participant’s U.S. Federal Insurance Contributions Act (FICA) obligation) that are required to be withheld
by the Company Group, (b) the Participant’s and, to the extent required by the Company Group, the fringe benefit tax
liability of the Company Group associated with an award under the Plan, and (c) any other taxes or social insurance or social
security liabilities or premium the responsibility for which the Participant has, or has agreed to bear, with respect to such award
under the Plan.


 


2.20          “Termination
of Employment” means a cessation of the employee-employer relationship between an Employee and the Company Group, including
without limitation a termination by resignation, discharge, death, Disability, retirement, or the disaffiliation of a Parent, Subsidiary
or Affiliate. For purposes of the Plan, transfer of employment of a Participant between any members of the Company Group (for example,
between the Company and a Subsidiary) will not be deemed a Termination of Employment.


 


3.            Administration
of the Plan.


 


3.1            Administrator.
The Plan will be administered by the Board or a Committee (the “Administrator”). To the extent necessary or
desirable to satisfy applicable laws, the Committee acting as the Administrator will consist of not less than two (2) members
of the Board. The members of any Committee will be appointed from time to time by, and serve at the pleasure of, the Board. The
Board may retain the authority to administer the Plan concurrently with a Committee and may revoke the delegation of some or all
authority previously delegated. Different Administrators may administer the Plan with respect to different groups of Employees.
Unless and until the Board otherwise determines, the Board’s Compensation Committee will administer the Plan.


 






    -2-


     


    

 


3.2            Administrator
Authority. It will be the duty of the Administrator to administer the Plan in accordance with the Plan’s provisions.
The Administrator will have all powers and discretion necessary or appropriate to administer the Plan and to control its operation,
including, but not limited to, the power to (a) determine which Employees will be granted awards, (b) prescribe the terms
and conditions of awards, (c) interpret the Plan and the awards, (d) adopt such procedures and sub-plans as are necessary
or appropriate to permit participation in the Plan by Employees who are non-U.S. nationals or employed outside of the U.S. or to
qualify awards for special tax treatment under the laws of jurisdictions other than the U.S., (e) adopt rules for the
administration, interpretation and application of the Plan as are consistent therewith, and (f) interpret, amend or revoke
any such rules. Any determinations and decisions made or to be made by the Administrator pursuant to the provisions of the Plan,
unless specified otherwise by the Administrator, will be in the Administrator’s sole discretion.


 


3.3            Decisions
Binding. All determinations and decisions made by the Administrator and/or any delegate of the Administrator pursuant to the
provisions of the Plan will be final, conclusive, and binding on all persons, and will be given the maximum deference permitted
by law.


 


3.4            Delegation
by Administrator. The Administrator, on such terms and conditions as it may provide, may delegate all or part of its authority
and powers under the Plan to one or more directors and/or officers of the Company. Such delegation may be revoked at any time.


 


3.5            Indemnification.
Each person who is or will have been a member of the Administrator will be indemnified and held harmless by the Company against
and from (a) any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection
with or resulting from any claim, action, suit, or proceeding to which he or she may be a party or in which he or she may be involved
by reason of any action taken or failure to act under the Plan or any award, and (b) from any and all amounts paid by him
or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such
claim, action, suit, or proceeding against him or her, provided he or she will give the Company an opportunity, at its own expense,
to handle and defend the same before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right
of indemnification will not be exclusive of any other rights of indemnification to which such persons may be entitled under the
Company’s Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any power that
the Company may have to indemnify them or hold them harmless.


 


4.            Selection
of Participants and Determination of Awards.


 


4.1            Selection
of Participants. The Administrator will select the Employees who will be Participants for any Performance Period. Participation
in the Plan will be on a Performance Period by Performance Period basis. Accordingly, an Employee who is a Participant for a given
Performance Period in no way is guaranteed or assured of being selected for participation in any subsequent Performance Period
or Performance Periods. No Employee will have the right to be selected to receive an award under this Plan or, if so selected,
to be selected to receive a future award.


 






    -3-


     


    

 


4.2            Determination
of Target Awards. The Administrator may establish a Target Award for each Participant (which may be expressed as a percentage
of a Participant’s average annual base salary for the Performance Period or a fixed dollar amount or such other amount or
based on such other formula or factors as the Administrator determines).


 


4.3            Bonus
Pool. Each Performance Period, the Administrator may establish a Bonus Pool, which pool may be established before, during or
after the applicable Performance Period. Actual Awards will be paid from the Bonus Pool (if a Bonus Pool has been established).


 


4.4            Discretion
to Modify Awards. Notwithstanding any contrary provision of the Plan, the Administrator, at any time prior to payment of an
Actual Award, may: (a) increase, reduce or eliminate a Participant’s Actual Award, and/or (b) increase, reduce
or eliminate the amount allocated to the Bonus Pool. The Actual Award may be below, at or above the Target Award, as determined
by the Administrator. The Administrator may determine the amount of any increase, reduction, or elimination based on such factors
as it deems relevant, and will not be required to establish any allocation or weighting with respect to the factors it considers.


 


4.5            Discretion
to Determine Criteria. Notwithstanding any contrary provision of the Plan, the Administrator will determine the performance
goals, if any, applicable to any Target Award (or portion thereof) which may include, without limitation, goals related to: research
and development milestones; regulatory milestones or regulatory-related goals; gross margin; financial milestones; new product
or business development; operating margin; product release timelines or other product release milestones; publications; cash flow;
procurement; savings; internal structure; leadership development; project function or portfolio-specific milestones; license or
research collaboration agreements; capital raising; initial public offering preparations; patentability; and individual objectives
such as peer reviews or other subjective or objective criteria. As determined by the Administrator,
the performance goals may be based on U.S. generally accepted accounting principles (“GAAP”) or non-GAAP results
and any actual results may be adjusted by the Administrator for one-time items or unbudgeted or unexpected items and/or payments
of Actual Awards under the Plan when determining whether the performance goals have been met. The performance goals may be based
on any factors the Administrator determines relevant, including without limitation on an individual, divisional, portfolio, project,
business unit, segment or Company-wide basis. Any criteria used may be measured on such basis as the Administrator determines,
including without limitation: (a) in absolute terms, (b) in combination with another performance goal or goals (for example,
but not by way of limitation, as a ratio or matrix), (c) in relative terms (including, but not limited to, results for other
periods, passage of time and/or against another company or companies or an index or indices), (d) on a per-share basis, (e) against
the performance of the Company as a whole or a segment of the Company and/or (f) on a pre-tax or after-tax basis. The performance
goals may differ from Participant to Participant and from award to award. Failure to meet the applicable performance goals will
result in a failure to earn the Target Award, except as provided in Section 4.4.


 






    -4-


     


    

 


5.            Payment
of Awards.


 


5.1            Right
to Receive Payment. Each Actual Award will be paid solely from the general assets of the Company Group. Nothing in this Plan
will be construed to create a trust or to establish or evidence any Participant’s claim of any right other than as an unsecured
general creditor with respect to any payment to which the Participant may be entitled.


 


5.2            Timing
of Payment. Payment of each Actual Award will be made as soon as practicable after the end of the Performance Period to which
the Actual Award relates and after the Actual Award is approved by the Administrator, but in no event after the later of (a) the
fifteenth (15th) day of the third (3rd) month of the Fiscal Year immediately following the Fiscal
Year in which the Participant’s Actual Award first becomes no longer subject to a substantial risk of forfeiture, and (b) March 15
of the calendar year immediately following the calendar year in which the Participant’s Actual Award first becomes no longer
subject to a substantial risk of forfeiture. Unless otherwise determined by the Administrator, to earn an Actual Award a Participant
must be employed by the Company Group on the date the Actual Award is paid, and in all cases subject to the Administrator’s
discretion pursuant to Section 4.4.


 


5.3            Form of
Payment. Each Actual Award generally will be paid in cash (or its equivalent) in a single lump sum. The Administrator reserves
the right to settle an Actual Award with a grant of an equity award with such terms and conditions, including any vesting requirements,
as determined by the Administrator.


 


5.4            Payment
in the Event of Death or Disability. If a Termination of Employment occurs due to a Participant’s death or Disability
prior to payment of an Actual Award that the Administrator has determined will be paid for a prior Performance Period, then the
Actual Award will be paid to the Participant or the Participant’s estate, as the case may be, subject to the Administrator’s
discretion pursuant to Section 4.4.


 


6.            General
Provisions.


 


6.1            Tax
Matters.


 


 6.1.1            Section 409A.
It is the intent that this Plan be exempt from or comply with the requirements of Section 409A so that none of the payments
to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous
terms will be interpreted to be so exempt or so comply. Each payment under this Plan is intended to constitute a separate payment
for purposes of Treasury Regulations Section 1.409A-2(b)(2). In no event will the Company Group have any liability, obligation,
or responsibility to reimburse, indemnify or hold harmless any Participant or other Employee for any taxes, penalties or interest
imposed, or other costs incurred, as a result of Section 409A.


 


 6.1.2            Tax
Withholdings. The Company Group will have the right and authority to deduct from any Actual Award all applicable Tax Withholdings.
Prior to the payment of an Actual Award or such earlier time as any Tax Withholdings are due, the Company Group is permitted to
deduct or withhold, or require a Participant to remit to the Company Group, an amount sufficient to satisfy any Tax Withholdings
with respect to such Actual Award.


 






    -5-


     


    

 


6.2            No
Effect on Employment or Service. Neither the Plan nor any award under the Plan will confer upon a Participant any right regarding
continuing the Participant’s relationship as an Employee or other service provider to the Company Group, nor will they interfere
with or limit in any way the right of the Company Group or the Participant to terminate such relationship at any time, with or
without cause, to the extent permitted by applicable laws.


 


6.3            Forfeiture
Events.


 


 6.3.1             Clawback
Policy; Applicable Laws. All awards under the Plan will be subject to reduction, cancellation, forfeiture, or recoupment in
accordance with any clawback policy that the Company Group is required to adopt pursuant to the listing standards of any national
securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank
Wall Street Reform and Consumer Protection Act or other applicable laws. In addition, the Administrator may impose such other clawback,
recovery or recoupment provisions with respect to an award under the Plan as the Administrator determines necessary or appropriate,
including without limitation a reacquisition right in respect of previously acquired cash, stock, or other property provided with
respect to an award. Unless this Section 6.3.1 is specifically mentioned and waived in a written agreement between a Participant
and a member of the Company Group or other document, no recovery of compensation under a clawback policy will give the Participant
the right to resign for “good reason” or “constructive termination” (or similar term) under any agreement
with a member of the Company Group.


 


 6.3.2             Additional
Forfeiture Terms. The Administrator may specify when providing for an award under the Plan that the Participant’s rights,
payments, and benefits with respect to the award will be subject to reduction, cancellation, forfeiture, or recoupment upon the
occurrence of specified events, in addition to any otherwise applicable vesting or performance conditions of the award. Such events
may include, without limitation, termination of the Participant’s status as an Employee for “cause” or any act
by a Participant, whether before or after the Participant’s status as an Employee terminates, that would constitute “cause.”


 


 6.3.3             Accounting
Restatements. If the Company is required to prepare an accounting restatement due to the material noncompliance of the Company,
as a result of misconduct, with any financial reporting requirement under the securities laws, then any Participant who knowingly
or through gross negligence engaged in the misconduct, or who knowingly or through gross negligence failed to prevent the misconduct,
and any Participant who is one of the individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley
Act of 2002, will reimburse the Company Group the amount of any payment with respect to an award earned or accrued during the twelve
(12) month period following the first public issuance or filing with the U.S. Securities and Exchange Commission (whichever first
occurred) of the financial document embodying such financial reporting requirement.


 


6.4            Successors.
All obligations of the Company under the Plan, with respect to awards under the Plan, 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 or assets of the Company.


 






    -6-


     


    

 


6.5            Nontransferability
of Awards. No award under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution, and except as provided in Section 5.3. All rights with respect to
an award granted to a Participant will be available during his or her lifetime only to the Participant.


 


7.            Amendment,
Termination, and Duration.


 


7.1            Amendment,
Suspension, or Termination. The Administrator may amend or terminate the Plan, or any part thereof, at any time and for any
reason. The amendment, suspension or termination of the Plan will not, without the consent of the Participant, alter or impair
any rights or obligations under any Actual Award earned by such Participant. No award may be granted
during any period of suspension or after termination of the Plan.


 


7.2            Duration
of Plan. The Plan will commence on the date first adopted by the Board or the Compensation Committee of the Board, and subject
to Section 7.1 (regarding the Administrator’s right to amend or terminate the Plan), will remain in effect thereafter
until terminated.


 


8.            Legal
Construction.


 


8.1            Gender
and Number. Unless otherwise indicated by the context, any feminine term used herein also will include the masculine and any
masculine term used herein also will include the feminine; the plural will include the singular and the singular will include the
plural.


 


8.2            Severability.
If any provision of the Plan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction
or as to any Participant, such invalidity, illegality, or unenforceability will not affect the remaining parts of the Plan, and
the Plan will be construed and enforced as if the invalid, illegal, or unenforceable provision had not been included.


 


8.3            Governing
Law. The Plan and all awards will be construed in accordance with and governed by the laws of the State of Colorado, but without
regard to its conflict of law provisions.


 


8.4            Bonus
Plan. The Plan is intended to be a “bonus program” as defined under U.S. Department of Labor regulations section 2510.3-2(c) and
will be construed and administered in accordance with such intention.


 


8.5            Headings.
Headings are provided herein for convenience only, and will not serve as a basis for interpretation or construction of the Plan.


 


9.            Compliance
with Applicable Laws. Awards under the Plan (including without limitation the granting of such awards) 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.


 


*         *         *


 






    -7-