Exhibit 10.12


 


EDGEWISE THERAPEUTICS, INC.


 


EXECUTIVE CHANGE IN CONTROL AND SEVERANCE
PLAN


AND SUMMARY PLAN DESCRIPTION


 


1.           Introduction.
The purpose of this Edgewise Therapeutics, Inc. Executive Change in Control and Severance Plan (the “Plan”)
is to provide assurances of specified benefits to certain employees of the Company whose employment could be being involuntarily
terminated other than for death, Disability, or Cause or voluntarily terminated for Good Reason under the circumstances described
in the Plan. This Plan is an “employee welfare benefit plan,” as defined in Section 3(1) of ERISA. This document
is both the written instrument under which the Plan is maintained and the required summary plan description for the Plan.


 


2.           Important
Terms. The following words and phrases, when the initial letter of the term is capitalized, will have the meanings set forth
in this Section 2, unless a different meaning is plainly required by the context:


 


2.1         “Administrator”
means the Company, acting through the Compensation Committee or another duly constituted committee of members of the Board, or
any person to whom the Administrator has delegated any authority or responsibility with respect to the Plan pursuant to Section 11,
but only to the extent of such delegation.


 


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


 


2.3         “Cause”
has the meaning set forth in the Participant’s Participation Agreement or, if no definition is set forth, means that one
or more of the following has occurred: (i) any willful, material violation by Participant of any law or regulation applicable
to the business of the Company or a parent or subsidiary of the Company, (ii) Participant’s conviction for, or guilty
or no contest plea to, a felony or a crime involving moral turpitude or any willful perpetration by Participant of a common law
fraud, (iii) Participant’s commission of fraud, embezzlement, or material theft against the Company or a parent or subsidiary
of the Company, (iv) Participant’s material breach of any applicable invention assignment and/or confidentiality agreement
or similar agreement with the Company or a parent or subsidiary of the Company, or (v) Participant’s willful and continued
failure or refusal to perform the material, lawful duties required of him or her, provided that, with respect to any such willful
and continued failure or refusal to perform, prior to Participant’s termination, the Company will have given Participant
written notice of the failure or refusal and the opportunity to cure such failure or refusal within thirty (30) days of such notice.


 






    


     


    

 


2.4         “Change
in Control” means the occurrence of any of the following events:


 


(a)           Change
in Ownership of the Company. A change in the ownership of the Company which occurs on the date that any one person, or more
than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together
with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the stock of the
Company; provided, however, that for purposes of this subsection (a), the acquisition of additional stock by any one Person,
who is considered to own more than fifty percent (50%) of the total voting power of the stock of the Company will not be considered
a Change in Control; provided, further, that any change in the ownership of the stock of the Company as a result of a private financing
of the Company that is approved by the Board also will not be considered a Change in Control. Further, if the stockholders of the
Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially
the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership,
direct or indirect beneficial ownership of fifty percent (50%) or more of the total voting power of the stock of the Company or
of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this subsection (a).
For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting
securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or
through one or more subsidiary corporations or other business entities; or


 


(b)           Change
in Effective Control of the Company. If the Company has a class of securities registered pursuant to Section 12 of the
Exchange Act, a change in the effective control of the Company which occurs on the date that a majority of members of the Board
is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the
members of the Board prior to the date of the appointment or election. For purposes of this subsection (b), if any Person is considered
to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be
considered a Change in Control; or


 


(c)           Change
in Ownership of a Substantial Portion of the Company’s Assets. A change in the ownership of a substantial portion of
the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month
period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total
gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets
of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection
(c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a
transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer
of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for
or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting
power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent
(50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least
fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in
this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the
Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.


 


For purposes of this
definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation,
purchase or acquisition of stock, or similar business transaction with the Company.


 






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Notwithstanding the
foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within
the meaning of Code Section 409A.


 


Further and for the
avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction
of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially
the same proportions by the persons who held the Company’s securities immediately before such transaction.


 


2.5         “Change
in Control Period” means the time period beginning on the date that is 3 months prior to a Change in Control and ending
on the date that is 12 months following a Change in Control.


 


2.6         “CIC
Qualifying Termination” means a termination of a Participant’s employment with the Company (or any parent or subsidiary
of the Company) within the Change in Control Period by (i) the Participant for Good Reason, or (ii) the Company (or any
parent or subsidiary of the Company) without Cause (excluding by reason of the Participant’s death or Disability).


 


2.7         “Code”
means the Internal Revenue Code of 1986, as amended.


 


2.8         “Company”
means Edgewise Therapeutics, Inc., a Delaware corporation, and any successor that assumes the obligations of the Company
under the Plan, by way of merger, acquisition, consolidation or other transaction.


 


2.9         “Compensation
Committee” means the Compensation Committee of the Board.


 


2.10       “Director”
means a member of the Board.


 


2.11       “Disability”
means “Disability” as defined in the Company’s long-term disability plan or policy then in effect with respect
to that Participant, as such plan or policy may be in effect from time to time, and, if there is no such plan or policy, a total
and permanent disability as defined in Code Section 22(e)(3).


 


2.12       “Equity
Awards” means a Participant’s outstanding stock options, stock appreciation rights, restricted stock, restricted
stock units, performance shares, performance stock units and any other Company equity compensation awards.


 


2.13       “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended.


 






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2.14       “Good
Reason” has the meaning set forth in the Participant’s Participation Agreement or, if no definition is set forth,
means the occurrence of one or more of the following (through a single action or series of actions), without the Participant’s
written consent, with respect to Participant, provided that the Company receives, within thirty (30) days following the occurrence
of any of the events set forth herein, written notice from Participant indicating the specific basis for Participant’s belief
that Participant are entitled to terminate employment for Good Reason, the Company fails to cure the event constituting Good Reason
within thirty (30) days after receipt of such written notice thereof, and Participant terminates employment within thirty (30)
days following expiration of such cure period or the Company’s written notice to Participant that it will decline to cure
the condition: (i) a material diminution in Participant’s base salary that is not accompanied by a material diminution
in the base salary of other similarly-situated employees of the Company and its parents and subsidiaries (provided that a reduction
in base salary of less than 10% will not be deemed to be material), (ii) a relocation of Participant’s principal place
of employment that increases Participant’s one-way commute by more than fifty (50) miles based on Participant’s primary
residence at the time the relocation is announced, or (iii) a substantial diminution in Participant’s authorities,
duties, or responsibilities (although if Participant is an officer of the Company, a change from one officer position of the Company
to another office position of the Company shall not alone be deemed to be a substantial diminution).


 


2.15       “Non-CIC
Qualifying Termination” means a termination of a Participant’s employment with the Company (or any parent or subsidiary
of the Company) other than within the Change in Control Period by the Company (or any parent or subsidiary of the Company) without
Cause (excluding by reason of the Participant’s death or Disability).


 


2.16       “Participant”
means an employee of the Company or of any subsidiary of the Company who (a) has been designated by the Administrator to
participate in the Plan either by position or by name and (b) has timely and properly executed and delivered a Participation
Agreement to the Company.


 


2.17       “Participation
Agreement” means the individual agreement (as will be provided in separate cover as Appendix A) provided by the
Administrator to a Participant under the Plan, which has been signed and accepted by the Participant.


 


2.18       “Plan”
means the Edgewise Therapeutics, Inc. Executive Change in Control and Severance Plan, as set forth in this document, and
as hereafter amended from time to time.


 


2.19       “Section 409A
Limit” means 200% of the lesser of: (i) the Participant’s annualized compensation based upon the annual rate
of pay paid to the Participant during the Participant’s taxable year preceding the Participant’s taxable year of the
Participant’s termination of employment as determined under, and with such adjustments as are set forth in, Treasury Regulation
1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum
amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for the year in which
the Participant’s employment is terminated.


 


2.20       “Severance
Benefits” means the compensation and other benefits that the Participant will be provided in the circumstances described
in Section 4.


 


2.21       “Qualifying
Termination” means a CIC Qualifying Termination or a Non-CIC Qualifying Termination, as applicable.


 


3.            Eligibility
for Severance Benefits. A Participant is eligible for Severance Benefits, as described in Section 4, only if he or she
experiences a Qualifying Termination.


 






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4.            Qualifying
Termination. Upon a Qualifying Termination, then, subject to the Participant’s compliance with Section 6, the Participant
will be eligible to receive the following Severance Benefits as described in Participant’s Participation Agreement, subject
to the terms and conditions of the Plan and the Participant’s Participation Agreement:


 


4.1         Cash
Severance Benefits. Cash severance equal to the amount set forth in the Participant’s Participation Agreement and payable
in cash at the time(s) specified the Participant’s Participation Agreement.


 


4.2         Continued
Medical Benefits. If the Participant, and any spouse and/or dependents of the Participant (“Family Members”)
has or have coverage on the date of the Participant’s Qualifying Termination under a group health plan sponsored by the Company,
the Company will reimburse the Participant the total applicable premium cost for continued group health plan coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) during the period of time following
the Participant’s employment termination, as set forth in the Participant’s Participation Agreement, provided that
the Participant validly elects and is eligible to continue coverage under COBRA for the Participant and his Family Members. However,
if the Company determines in its sole discretion that it cannot provide the COBRA reimbursement benefits without potentially violating
applicable laws (including, without limitation, Section 2716 of the Public Health Service Act and the Employee Retirement
Income Security Act of 1974, as amended), the Company will in lieu thereof provide to the Participant a lump sum payment equal
to the monthly COBRA premium (on an after-tax basis) that the Participant would be required to pay to continue the group health
coverage in effect on the date of the Participant’s termination of employment (which amount will be based on the premium
for the first month of COBRA coverage), multiplied by the number of months in the period of time set forth in the Participant’s
Participation Agreement following the termination, which payments will be made regardless of whether the Participant elects COBRA
continuation coverage.


 


4.3         Equity
Award Vesting Acceleration Benefit. Only to the extent specifically provided in the Participant’s Participation Agreement,
a portion of Participant’s Equity Awards will vest and, to the extent applicable, become immediately exercisable.


 


5.            Limitation
on Payments. In the event that the severance and other benefits provided for in this Plan or otherwise payable to a Participant
(i) constitute “parachute payments” within the meaning of Section 280G of the Code (“280G Payments”),
and (ii) but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise
Tax”), then the 280G Payments will be either:


 


(x)         delivered
in full, or


 






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(y)         delivered
as to such lesser extent which would result in no portion of such benefits being subject to the Excise Tax, whichever of the foregoing
amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999,
results in the receipt by Participant on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some
portion of such benefits may be taxable under Section 4999 of the Code. If a reduction in the 280G Payments is necessary so
that no portion of such benefits are subject to the Excise Tax, reduction will occur in the following order: (i) cancellation
of awards granted “contingent on a change in ownership or control” (within the meaning of Code Section 280G);
(ii) a pro rata reduction of (A) cash payments that are subject to Section 409A as deferred compensation and (B) cash
payments not subject to Section 409A of the Code; (iii) a pro rata reduction of (A) employee benefits that are subject
to Section 409A as deferred compensation and (B) employee benefits not subject to Section 409A; and (iv) a
pro rata cancellation of (A) accelerated vesting equity awards that are subject to Section 409A as deferred compensation
and (B) equity awards not subject to Section 409A. In the event that acceleration of vesting of equity awards is to be
cancelled, such acceleration of vesting will be cancelled in the reverse order of the date of grant of a Participant’s equity
awards.


 


A nationally recognized professional services
firm selected by the Company, the Company’s legal counsel or such other person or entity to which the parties mutually agree
(the “Firm”) will make any determination required under this Section 5. Such determinations will be made
in writing by the Firm and any good faith determinations of the Firm will be conclusive and binding upon Participant and the Company.
For purposes of making the calculations required by this Section 5 the Firm may make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G
and 4999 of the Code. Participant and the Company will furnish to the Firm such information and documents as the Firm may reasonably
request in order to make a determination under this Section 5. The Company will bear all costs the Firm may incur in connection
with any calculations contemplated by this Section 5.


 


6.            Conditions
to Receipt of Severance.


 


6.1         Release
Agreement. As a condition to receiving the Severance Benefits, each Participant will be required to sign and not revoke a
separation and release of claims agreement in a form reasonably satisfactory to the Company (the “Release”).
In all cases, the Release must become effective and irrevocable no later than the 60th day following the Participant’s Qualifying
Termination (the “Release Deadline Date”). If the Release does not become effective and irrevocable by the
Release Deadline Date, the Participant will forfeit any right to the Severance Benefits. In no event will the Severance Benefits
be paid or provided until the Release becomes effective and irrevocable.


 


6.2         Confidential
Information. A Participant’s receipt of Severance Benefits will be subject to the Participant continuing to comply with
the terms of any confidentiality, proprietary information and inventions agreement between the Participant and the Company.


 


6.3         Non-Disparagement.
As a condition to receiving Severance Benefits under this Plan, the Participant agrees that following the Participant’s
termination, the Participant will not knowingly and materially disparage, libel, slander, or otherwise make any materially derogatory
statements regarding the Company or any of its officers or directors. Notwithstanding the foregoing, nothing contained in the
Plan will be deemed to restrict the Participant from providing information to any governmental or regulatory agency or body (or
in any way limit the content of any such information) to the extent the Participant is required to provide such information pursuant
a subpoena or as otherwise required by applicable law or regulation, or in accordance with any governmental investigation or audit
relating to the Company.


 






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6.4         Other
Requirements. Severance Benefits under this Plan shall terminate immediately for a Participant if such Participant, at any
time, violates any such agreement and/or the provisions of this Section 6.


 


7.            Timing
of Severance Benefits. Unless otherwise provided in a Participant’s Participation Agreement, provided that the Release
becomes effective and irrevocable by the Release Deadline Date and subject to Section 9, the Severance Benefits will be paid,
or in the case of installments, will commence, on the first Company payroll date following the Release Deadline Date (such payment
date, the “Severance Start Date”), and any Severance Benefits otherwise payable to the Participant during the
period immediately following the Participant’s termination of employment with the Company through the Severance Start Date
will be paid in a lump sum to the Participant on the Severance Start Date, with any remaining payments to be made as provided in
this Plan and the Participant’s Participation Agreement.


 


8.            Exclusive
Benefit. Except as otherwise specifically provided in Appendix A, the Severance Benefits shall be the exclusive benefit
for a Participant related to termination of employment with the Company (or any parent or subsidiary).


 


9.            Section 409A.


 


9.1         Notwithstanding
anything to the contrary in this Plan, no Severance Benefits to be paid or provided to a Participant, if any, under this Plan
that, when considered together with any other severance payments or separation benefits, are considered deferred compensation
under Section 409A of the Code, and the final regulations and any guidance promulgated thereunder (“Section 409A”)
(together, the “Deferred Payments”) will be paid or provided until the Participant has a “separation
from service” within the meaning of Section 409A. Similarly, no Severance Benefits payable to a Participant, if any,
under this Plan that otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will
be payable until the Participant has a “separation from service” within the meaning of Section 409A.


 


9.2         It
is intended that none of the Severance Benefits will constitute Deferred Payments but rather will be exempt from Section 409A
as a payment that would fall within the “short-term deferral period” as described in Section 9(c) below
or resulting from an involuntary separation from service as described in Section 9(d) below. In no event will a Participant
have discretion to determine the taxable year of payment of any Deferred Payment.


 


9.3         Notwithstanding
anything to the contrary in this Plan, if a Participant is a “specified employee” within the meaning of Section 409A
at the time of the Participant’s separation from service (other than due to death), then the Deferred Payments, if any, that
are payable within the first 6 months following the Participant’s separation from service, will become payable on the date
6 months and 1 day following the date of the Participant’s separation from service. All subsequent Deferred Payments, if
any, will be payable in accordance with the payment schedule applicable to each payment or benefit. Notwithstanding anything herein
to the contrary, in the event of the Participant’s death following the Participant’s separation from service, but before
the 6 month anniversary of the separation from service, then any payments delayed in accordance with this paragraph will be payable
in a lump sum as soon as administratively practicable after the date of the Participant’s death and all other Deferred Payments
will be payable in accordance with the payment schedule applicable to each payment or benefit. Each payment and benefit payable
under this Plan is intended to constitute a separate payment under Section 1.409A-2(b)(2) of the Treasury Regulations.


 






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9.4        Any
amount paid under this Plan that satisfies the requirements of the “short-term deferral” rule set forth in Section 1.409A-1(b)(4) of
the Treasury Regulations will not constitute Deferred Payments for purposes of this Section 9.


 


9.5        Any
amount paid under this Plan that qualifies as a payment made as a result of an involuntary separation from service pursuant to
Section 1.409A-1(b)(9)(iii) of the Treasury Regulations that does not exceed the Section 409A Limit will not constitute
Deferred Payments for purposes of this Section 9.


 


9.6         The
foregoing provisions are intended to comply with or be exempt from the requirements of Section 409A so that none of the Severance
Benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities herein will be interpreted
to so comply or be exempt. Notwithstanding anything to the contrary in the Plan, including but not limited to Sections 11
and 13, the Company reserves the right to amend the Plan as it deems necessary or advisable, in its sole discretion and without
the consent of the Participants, to comply with Section 409A or to avoid income recognition under Section 409A prior
to the actual payment of Severance Benefits or imposition of any additional tax. In no event will the Company reimburse a Participant
for any taxes or other costs that may be imposed on the Participant as result of Section 409A.


 


10.          Withholdings.
The Company will withhold from any Severance Benefits all applicable U.S. federal, state, local and non-U.S. taxes required to
be withheld and any other required payroll deductions.


 


11.          Administration.
The Company is the administrator of the Plan (within the meaning of section 3(16)(A) of ERISA). The Plan will be administered
and interpreted by the Administrator (in his or her sole discretion). The Administrator is the “named fiduciary” of
the Plan for purposes of ERISA and will be subject to the fiduciary standards of ERISA when acting in such capacity. Any decision
made or other action taken by the Administrator with respect to the Plan, and any interpretation by the Administrator of any term
or condition of the Plan, or any related document, will be conclusive and binding on all persons and be given the maximum possible
deference allowed by law. In accordance with Section 2(a), the Administrator (a) may, in its sole discretion and on
such terms and conditions as it may provide, delegate in writing to one or more officers of the Company all or any portion of
its authority or responsibility with respect to the Plan, and (b) has the authority to act for the Company (in a non-fiduciary
capacity) as to any matter pertaining to the Plan; provided, however, that any Plan amendment or termination or any other
action that reasonably could be expected to increase materially the cost of the Plan must be approved by the Board.


 






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12.           Eligibility
to Participate. To the extent that the Administrator has delegated administrative authority or responsibility to one or more
officers of the Company in accordance with Sections 2(a) and 11, each such officer will not be excluded from participating
in the Plan if otherwise eligible, but he or she is not entitled to act upon or make determinations regarding any matters pertaining
specifically to his or her own benefit or eligibility under the Plan. The Administrator will act upon and make determinations regarding
any matters pertaining specifically to the benefit or eligibility of each such officer under the Plan.


 


13.          Amendment
or Termination. The Company, by action of the Administrator, reserves the right to amend or terminate the Plan at any time,
without advance notice to any Participant and without regard to the effect of the amendment or termination on any Participant or
on any other individual, subject to the following; provided, however, that any amendment or termination of the Plan that is materially
detrimental to a Participant prior to such amendment or termination of the Plan will not be effective with respect to such Participant
without such Participant’s prior written consent. Any amendment or termination of the Plan will be in writing. Notwithstanding
the foregoing, any amendment to the Plan that (a) causes an individual to cease to be a Participant, or (b) reduces or
alters to the detriment of the Participant the Severance Benefits potentially payable to that Participant (including, without limitation,
imposing additional conditions or modifying the timing of payment), will not be effective without that Participant’s written
consent. Any action of the Company in amending or terminating the Plan will be taken in a non-fiduciary capacity.


 


14.           Claims
and Appeals.


 


14.1             Claims
Procedure. Any employee or other person who believes he or she is entitled to any Severance Benefits may submit a claim in
writing to the Administrator within 90 days of the earlier of (i) the date the claimant learned the amount of his or her Severance
Benefits or (ii) the date the claimant learned that he or she will not be entitled to any Severance Benefits. If the claim
is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for the denial and
referring to the provisions of the Plan on which the denial is based. The notice also will describe any additional information
needed to support the claim and the Plan’s procedures for appealing the denial. The denial notice will be provided within
90 days after the claim is received. If special circumstances require an extension of time (up to 90 days), written notice of the
extension will be given within the initial 90 day period. This notice of extension will indicate the special circumstances requiring
the extension of time and the date by which the Administrator expects to render its decision on the claim.


 


14.2            Appeal
Procedure. If the claimant’s claim is denied, the claimant (or his or her authorized representative) may apply in writing
to the Administrator for a review of the decision denying the claim. Review must be requested within 60 days following the date
the claimant received the written notice of their claim denial or else the claimant loses the right to review. The claimant (or
representative) then has the right to review and obtain copies of all documents and other information relevant to the claim, upon
request and at no charge, and to submit issues and comments in writing. The Administrator will provide written notice of its decision
on review within 60 days after it receives a review request. If additional time (up to 60 days) is needed to review the request,
the claimant (or representative) will be given written notice of the reason for the delay. This notice of extension will indicate
the special circumstances requiring the extension of time and the date by which the Administrator expects to render its decision.
If the claim is denied (in full or in part), the claimant will be provided a written notice explaining the specific reasons for
the denial and referring to the provisions of the Plan on which the denial is based. The notice also will include a statement
that the claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents and other
information relevant to the claim and a statement regarding the claimant’s right to bring an action under Section 502(a) of
ERISA.


 






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15.           Attorneys’
Fees. The parties shall each bear their own expenses, legal fees and other fees incurred in connection with this Plan.


 


16.           Source
of Payments. All payments under the Plan will be paid from the general funds of the Company; no separate fund will be established
under the Plan, and the Plan will have no assets. No right of any person to receive any payment under the Plan will be any greater
than the right of any other general unsecured creditor of the Company.


 


17.           Inalienability.
In no event may any current or former employee of the Company or any of its subsidiaries or affiliates sell, transfer, anticipate,
assign or otherwise dispose of any right or interest under the Plan. At no time will any such right or interest be subject to the
claims of creditors nor liable to attachment, execution or other legal process.


 


18.           No
Enlargement of Employment Rights. Neither the establishment or maintenance or amendment of the Plan, nor the making of any
benefit payment hereunder, will be construed to confer upon any individual any right to continue to be an employee of the Company.
The Company expressly reserves the right to discharge any of its employees at any time, with or without cause. However, as described
in the Plan, a Participant may be entitled to Severance Benefits depending upon the circumstances of his or her termination of
employment.


 


19.           Successors.
Any successor to the Company of all or substantially all of the Company’s business and/or assets (whether direct or indirect
and whether by purchase, merger, consolidation, liquidation or other transaction) will assume the obligations under the Plan and
agree expressly to perform the obligations under the Plan in the same manner and to the same extent as the Company would be required
to perform such obligations in the absence of a succession. For all purposes under the Plan, the term “Company” will
include any successor to the Company’s business and/or assets which become bound by the terms of the Plan by operation of
law, or otherwise.


 


20.           Applicable
Law. The provisions of the Plan will be construed, administered and enforced in accordance with ERISA and, to the extent applicable,
the internal substantive laws of the state of Colorado (but not its conflict of laws provisions).


 


21.           Severability.
If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provision
of the Plan, and the Plan will be construed and enforced as if such provision had not been included.


 


22.           Headings.
Headings in this Plan document are for purposes of reference only and will not limit or otherwise affect the meaning hereof.


 






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23.           Indemnification.
The Company hereby agrees to indemnify and hold harmless the officers and employees of the Company, and the members of its Board,
from all losses, claims, costs or other liabilities arising from their acts or omissions in connection with the administration,
amendment or termination of the Plan, to the maximum extent permitted by applicable law. This indemnity will cover all such liabilities,
including judgments, settlements and costs of defense. The Company will provide this indemnity from its own funds to the extent
that insurance does not cover such liabilities. This indemnity is in addition to and not in lieu of any other indemnity provided
to such person by the Company.


 


24.           Additional
Information.


 


	Plan Name:	 	Edgewise Therapeutics, Inc. Executive
    Change in Control and Severance Plan
	 	 	 
	Plan Sponsor:	 	Edgewise Therapeutics, Inc.
 3415 Colorado
    Ave
 Boulder, CO 80303
 (303) 735-8373
	 	 	 
	Identification Numbers:	 	EIN: 82-1725586
 PLAN: [______]
	 	 	 
	Plan Year:	 	Company’s fiscal year
	 	 	 
	Plan Administrator:	 	Edgewise Therapeutics, Inc.

    Attention: Administrator of the Edgewise Therapeutics, Inc. Executive Change in Control and Severance Plan
 3415 Colorado
    Ave
 Boulder, CO 80303
 (303) 735-8373
	 	 	 
	Agent for Service of

Legal Process:	 	Edgewise Therapeutics, Inc.

Attention: General Counsel
 3415 Colorado
    Ave
 Boulder, CO 80303
 (303) 735-8373
		 	
	 	 	Service of process also may be made upon the Administrator.
	 	 	 
	Type of Plan	 	Severance Plan/Employee Welfare Benefit Plan
	 	 	 
	Plan Costs	 	The cost of the Plan is paid by the Company.




 






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25.           Statement
of ERISA Rights.


 


As a Participant under
the Plan, you have certain rights and protections under ERISA:


 


You may examine
(without charge) all Plan documents, including any amendments and copies of all documents filed with the U.S. Department of Labor.
These documents are available for your review in the Company’s human resources department.


 


You may obtain
copies of all Plan documents and other Plan information upon written request to the Administrator. A reasonable charge may be made
for such copies.


 


In
addition to creating rights for Participants, ERISA imposes duties upon the people who are responsible for the operation of the
Plan. The people who operate the Plan (called “fiduciaries”) have a duty to do so prudently and in the interests of
you and the other Participants. No one, including the Company or any other person, may fire you or otherwise discriminate against
you in any way to prevent you from obtaining a benefit under the Plan or exercising your rights under ERISA. If your claim
for a severance benefit is denied, in whole or in part, you must receive a written explanation of the reason for the denial. You
have the right to have the denial of your claim reviewed. (The claim review procedure is explained in Section 14 above.)


 


Under ERISA, there
are steps you can take to enforce the above rights. For example, if you request materials and do not receive them within 30 days,
you may file suit in a federal court. In such a case, the court may require the Administrator to provide the materials and to pay
you up to $110 a day until you receive the materials, unless the materials were not sent due to reasons beyond the control of the
Administrator. If you have a claim which is denied or ignored, in whole or in part, you may file suit in a federal court. If it
should happen that you are discriminated against for asserting your rights, you may seek assistance from the U.S. Department of
Labor, or you may file suit in a federal court.


 


In any case, the court
will decide who will pay court costs and legal fees. If you are successful, the court may order the person you have sued to pay
these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it finds that your claim
is frivolous.


 


If you have any questions
regarding the Plan, please contact the Administrator. If you have any questions about this statement or about your rights under
ERISA, you may contact the nearest area office of the Employee Benefits Security Administration (formerly the Pension and Welfare
Benefits Administration), U.S. Department of Labor, listed in your telephone directory, or the Division of Technical Assistance
and Inquiries, Employee Benefits Security Administration, U.S. Department of Labor, 200 Constitution Avenue, N.W. Washington, D.C.
20210. You also may obtain certain publications about your rights and responsibilities under ERISA by calling the publications
hotline of the Employee Benefits Security Administration.


 






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Appendix A


 


Edgewise Therapeutics, Inc. Executive
Change in Control and Severance Plan

Participation Agreement


 


Edgewise Therapeutics, Inc. (the “Company”)
is pleased to inform you, the undersigned that you have been selected to participate in the Company’s Executive Change in
Control and Severance Plan (the “Plan”) as a Participant.


 


A copy of the Plan was delivered to you
with this Participation Agreement. Your participation in the Plan is subject to all of the terms and conditions of the Plan. The
capitalized terms used but not defined herein will have the meanings ascribed to them in the Plan.


 


The Plan describes in detail certain circumstances
under which you may become eligible for Severance Benefits. As described more fully in the Plan, you may become eligible for certain
Severance Benefits if you experience a Qualifying Termination.


 


1.             Non-CIC
Qualifying Termination. Upon your Non-CIC Qualifying Termination, subject to the terms and conditions of the Plan, you will
receive:


 


(a)              Cash
Severance Benefits. A lump sum payment equal to [CEO: 12; C-team: 9; SVP/VP: 3] months of your base salary
(less applicable withholding taxes).


 


(b)              Continued
Medical Benefits. Your reimbursement of continued health coverage under COBRA or a taxable lump sum payment in lieu of reimbursement,
as applicable, and as described in Section 4(b) of the Plan will be provided for a period of [CEO: 12; C-team:
9; SVP/VP: 3] months following the date of your Qualifying Termination.


 


(c)              [C-Suite Only:
Equity Award Vesting Acceleration. [Kevin Koch/Alan Russell: The portion of your then-outstanding
and unvested Equity Awards that would have vested had your employment continued through the one year anniversary of the date of
your Non-CIC Qualifying Termination will become vested and, to the extent applicable, become immediately exercisable, provided
that, for the purposes of this Section 1(c), a termination by you for Good Reason will be treated as a Non-CIC Qualifying
Termination in the case of your Equity Awards granted on [Kevin Koch: November 15, 2019, and September 2, 2020,][Alan
Russell: August 9, 2017 (as amended November 15, 2019), August 31, 2018 (as amended November 15, 2019),
November 15, 2019, and September 2, 2020].] [Other C-Suite: The portion of your then-outstanding and unvested
first Equity Award granted to you by the Company in connection with your commencement of employment with the Company that would
have vested had your employment continued through the one year anniversary of the date of your Non-CIC Qualifying Termination
will become vested and, to the extent applicable, become immediately exercisable][Behrad Derakhshan: provided that, for
the purposes of this Section 1(c), a termination by you for Good Reason will be treated as a Non-CIC Qualifying Termination
in the case of your Equity Award granted on September 22, 2020, but only in the event that such termination occurs prior
to September 21, 2021]. If an outstanding Equity Award is to vest based on, and/or the amount of the award to vest is to
be determined based on, the achievement of performance criteria, then the vesting in the preceding sentence will be applied assuming
the performance criteria had been achieved at target levels for any performance period(s) scheduled to conclude prior to
the one year anniversary of your Non-CIC Qualifying Termination.


 






     


     


    

 


2.             CIC
Qualifying Termination. Upon your CIC Qualifying Termination, subject to the terms and conditions of the Plan, you will receive:


 


(a)              Cash
Severance Benefits. A lump-sum payment equal to the sum of: (i) [CEO: 18; C-team: 12; SVP/VP: 6]
months of your base salary plus (ii) [CEO: 150%; C-team: 100% of your target bonus in effective for the
year of the CIC Qualifying Termination] [SVP/VP: a pro-rated portion reflecting the number of months within the calendar
year of your CIC Qualifying Termination that you were employed of your target annual bonus in effect for the year of the CIC Qualifying
Termination] (less applicable withholding taxes).


 


(b)              Continued
Medical Benefits. Your reimbursement of continued health coverage under COBRA or a taxable lump sum payment in lieu of reimbursement,
as applicable, and as described in Section 4(b) of the Plan, will be provided for a period of [CEO: 18; C-team:
12; SVP/VP: 6] months following the date of your Qualifying Termination.


 


(c)              Equity
Award Vesting Acceleration. 100% of your then-outstanding and unvested Equity Awards will become vested in full and, to the
extent applicable, become immediately exercisable (it being understood that forfeiture of any equity awards due to termination
of employment will be tolled to the extent necessary to implement this section (c)). If, however, an outstanding Equity Award is
to vest and/or the amount of the award to vest is to be determined based on the achievement of performance criteria, then the Equity
Award will vest as to 100% of the amount of the Equity Award assuming the performance criteria had been achieved at target levels
for the relevant performance period(s).


 


3.            Non-Duplication
of Payment or Benefits. If (a) your Qualifying Termination occurs prior to a Change in Control that qualifies you for
Severance Benefits under Section 1 of this Participation Agreement and (b) a Change in Control occurs within the 3-month
period following your Qualifying Termination that qualifies you for the superior Severance Benefits under Section 2 of this
Participation Agreement, then (i) you will cease receiving any further payments or benefits under Section 1 of this
Participation Agreement and (ii) the Cash Severance Benefits, Continued Medical Benefits, and Equity Award Vesting Acceleration,
as applicable, otherwise payable under Section 2 of this Participation Agreement each will be offset by the corresponding
payments or benefits you already received under Section 1 of this Participation Agreement in connection your Qualifying Termination
(if any).


 


4.             Exclusive
Benefit.  In accordance with Section 8 of the Plan, the benefits, if any, provided under this Plan will be the exclusive
benefits for a Participant related to his or her termination of employment with the Company and/or a change in control of the
Company and will supersede and replace any severance and/or change in control benefits set forth in any offer letter, employment
or severance agreement and/or other agreement between the Participant and the Company, including any equity award agreement; provided
that the terms of the stock option award granted to you December 16, 2020, will continue to apply to that stock option award.
For the avoidance of doubt, if you were otherwise eligible to participate in any other Company severance and/or change in control
plan (whether or not subject to ERISA), then participation in this Plan will supersede and replace eligibility in such other plan,
other than in the case of the stock option award granted to you December 16, 2020.


 






     -2-


     


    

 


In order to receive any Severance Benefits
for which you otherwise become eligible under the Plan, you must sign and deliver to the Company the Release, which must have become
effective and irrevocable within the requisite period, and otherwise comply with the requirements under Section 6 of the Plan.


 


By your signature below, you and the Company
agree that your participation in the Plan is governed by this Participation Agreement and the provisions of the Plan. Your signature
below confirms that: (1) you have received a copy of the Executive Change in Control and Severance Plan and Summary Plan Description;
(2) you have carefully read this Participation Agreement and the Executive Change in Control and Severance Plan and Summary
Plan Description and you acknowledge and agree to its terms in accordance with the terms of the Plan and this Participation Agreement;
and (3) decisions and determinations by the Administrator under the Plan will be final and binding on you and your successors.


 


[Signature page follows]


 






     -3-


     


    

 


	EDGEWISE THERAPEUTICS, INC.	 	PARTICIPANT




 


	 	 	 
	Signature	 	Signature
	 	 	 
	Name	 	Name
	 	 	 
	Title	 	Date



 





Attachment:   Edgewise Therapeutics,Inc. Executive Change in Control and Severance Plan and Summary Plan Description





 


[Signature page to the Participation
Agreement]


 






     -4-