EX-10.11





 Exhibit 10.11 

EMPLOYMENT AGREEMENT 

This Employment Agreement (the “Agreement”) is made between FORMA Therapeutics, Inc., a Delaware corporation (the
“Company”), and                          (the “Executive”) and is effective as of the closing
of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the
Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation
(i) the Change in Control and Severance Agreement between the Executive and the Company dated                      (the “Prior
Agreement”), and (ii) any offer letter, employment agreement or severance agreement. 
 WHEREAS, the Company desires to
continue to employ the Executive and the Executive desires to continue to be employed by the Company on the new terms and conditions contained herein. 

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 
 1.    Employment. 

(a)    Term. The Company shall employ the Executive and the Executive shall be employed by the Company pursuant to
this Agreement commencing as of the Effective Date and continuing until such employment is terminated in accordance with the provisions hereof (the “Term”). The Executive’s employment with the Company will continue to be
“at will,” meaning that the Executive’s employment may be terminated by the Company or the Executive at any time and for any reason subject to the terms of this Agreement. 

(b)    Position and Duties. The Executive shall serve as the [Title] of the Company and shall have such powers and
duties as may from time to time be prescribed by the [Board of Directors (the “Board”) of the Company]1/[Chief Executive Officer of the Company (the “CEO”) or
other duly authorized executive]2. [In addition, the Company shall cause the Executive to be nominated for election to the Board and to be recommended to the stockholders for election to the Board
as long as the Executive remains the CEO, provided that the Executive shall be deemed to have resigned from the Board and from any related positions upon ceasing to serve as CEO for any
reason.]3 The Executive shall devote the Executive’s full working time and efforts to the business and affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other
boards of directors, with the approval of the Board[ of Directors of the Company (the “Board”)]4, or engage in religious, charitable or other community activities as long as such
services and activities do not interfere with the Executive’s performance of the Executive’s duties to the Company. 

 

	1 	 For the CEO. 



	2 	 For SVP/C-level. 



	3 	 For the CEO. 



	4 	 For SVP/C-level.















 2.    Compensation and Related Matters. 

(a)    Base Salary. The Executive’s initial base salary shall be paid at the rate of
$[            ] per year. The Executive’s base salary shall be subject to periodic review by the Board or the Compensation Committee of the Board (the “Compensation
Committee”). The base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for executive
officers. 
 (b)    Incentive Compensation. The Executive shall be eligible to receive cash incentive
compensation as determined by the Board or the Compensation Committee from time to time. The Executive’s initial target annual incentive compensation shall be [            ] percent of
the Executive’s Base Salary. The target annual incentive compensation in effect at any given time is referred to herein as “Target Bonus.” The actual amount of the Executive’s annual incentive compensation, if any, shall
be determined in the sole discretion of [the CEO, subject to the approval of]5 the Board or the Compensation Committee, subject to the terms of any applicable incentive compensation plan that may
be in effect from time to time. Except as otherwise provided herein, to earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid. 

(c)    Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses
incurred by the Executive during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. 

(d)    Other Benefits. The Executive shall be eligible to participate in or receive benefits under the
Company’s employee benefit plans in effect from time to time, subject to the terms of such plans. The Company’s employee benefit plans may be modified or terminated at any time in the Company’s sole discretion. 

(e)    Paid Time Off. The Executive shall be entitled to take paid time off in accordance with the Company’s
applicable paid time off policy for executives, as may be in effect from time to time. 
 (f)    Equity. The
equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the
Executive (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by
the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below). 
  

 

	5 	 For SVP/C-level. 



  
 2 













 (g)    [Relocation Assistance.6 The Executive is required to relocate his primary residence from California to the Greater Boston area in Massachusetts no later than
                 (the “Relocation”). Prior to the Relocation, the Company shall pay the Executive a monthly stipend bonus of $15,000 (the
“Monthly Travel Stipend”) to assist with the Executive’s travel between Massachusetts and California and his temporary housing in Massachusetts. This Monthly Travel Stipend will be grossed up at the end of each quarter. In
addition, to assist the Executive with the Relocation, the Company will provide the Executive with a relocation package estimated to cost $500,000 (the “Relocation Package”), which includes a gross up. If within the 12 months
following the Executive’s receipt of the Relocation Package, the Executive terminates his employment other than for Good Reason (as defined below) or the Company terminates the Executive’s employment for Cause (as defined below), the
Executive will be obligated to repay the Company the full amount of the Relocation Package within 30 days following the Date of Termination (as defined below). The Executive agrees that the Company may deduct from any compensation owed to the
Executive at the time of termination up to the full amount that the Executive is obligated to repay to the Company pursuant to this Section 2(g), to the extent permitted under applicable law.] 

(h)    [Other Compensation. [The Executive acknowledges that he received a special bonus from the Company of
$775,000 on or around April 1, 2020, which was intended to offset the vested equity he would have received in 2020 from his prior employer (the “Special Bonus”). The Executive agrees to repay the Special Bonus to the Company
within 30 days following the Date of Termination if he terminates his employment other than for Good Reason prior to April 1, 2021. The Executive agrees that the Company may deduct from any compensation owed to the Executive at the time of
termination up to the full amount that the Executive is obligated to repay to the Company pursuant to this Section 2(h), to the extent permitted under applicable law.]7 [The Executive
acknowledges that she has been paid half of her $100,000 signing bonus (the “Signing Bonus”) and that the second half of the Signing Bonus will be paid on or about September 9, 2020, which will be the first year anniversary of
the commencement of her employment, provided that she remains employed by the Company at the time of payment. If within 12 months of receiving either portion of the Signing Bonus, the Executive terminates her employment other than for Good Reason
(as defined below) or the Company terminates her employment for Cause (as defined below), the Executive will be required to repay the Company the full amount of any portion of the Signing Bonus paid to her within the 12 months preceding the Date of
Termination (as defined below). Such repayment must be made within 30 days following the Date of Termination. The Executive agrees that the Company may deduct from any compensation owed to the Executive at the time of termination up to the full
amount that the Executive is obligated to repay to the Company pursuant to this Section 2(h), to the extent permitted under applicable law.]8 [The Executive acknowledges that the Company paid
him the second half of his $115,000 signing bonus (the “Signing Bonus”) on or around March 23, 2020, which was the six (6) month anniversary of the commencement of his employment. If within 12 months of receiving either
portion of the Signing Bonus, the Executive terminates his employment other than for Good Reason (as defined below) or the Company terminates his employment for Cause (as defined below), the Executive will be 

 

	6 	 For Frank Lee. 



	7 	 For Frank Lee. 



	8 	 For Jeannette Potts. 



  
 3 













 
required to repay the Company the full amount of any portion of the Signing Bonus paid to him within the 12 months preceding the Date of Termination (as defined below). Such repayment must be
made within 30 days following the Date of Termination. The Executive agrees that the Company may deduct from any compensation owed to the Executive at the time of termination up to the full amount that the Executive is obligated to repay to the
Company pursuant to this Section 2(h), to the extent permitted under applicable law.]9 

3.    Termination. The Executive’s employment hereunder may be terminated without any breach of this Agreement
under the following circumstances: 
 (a)    Death. The Executive’s employment hereunder shall terminate upon
death. 
 (b)    Disability. The Company may terminate the Executive’s employment if the Executive is
disabled and unable to perform or expected to be unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need
not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive’s
then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the
Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of
the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such certification, the Company’s determination of
such issue shall be binding on the Executive. Nothing in this Section 3(b) shall be construed to waive the Executive’s rights, if any, under existing law including, without limitation, the Family and Medical Leave Act of 1993, 29 U.S.C.
§2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq. 

(c)    Termination by Company for Cause. The Company may terminate the Executive’s employment hereunder for
Cause. For purposes of this Agreement, “Cause” shall mean any of the following: 

(i)    the willful failure, disregard or refusal by the Executive to perform the Executive’s duties or
obligations under this Agreement which, to the extent it is curable by the Executive, is not cured within 30 days after written notice thereof is given to the Executive by the Company; 

(ii)    any intentional or grossly negligent act by the Executive having the effect of materially injuring
(whether financially or otherwise) the business or reputation of the Company; 
  

 

	9 	 For Todd Shegog. 



  
 4 













 (iii)    gross misconduct by the Executive with respect
to any of the Executive’s material duties or obligations under this Agreement, which to the extent it is curable by the Executive, is not cured within 30 days after written notice thereof is given to the Executive by the Company; 

(iv)    the Executive’s commission of any felony or any misdemeanor involving moral turpitude, deceit,
dishonesty or fraud (including entry of a nolo contendere plea); 
 (v)    the Executive’s
misappropriation or embezzlement of the property of the Company or its affiliates (whether or not a misdemeanor or felony); or 

(vi)    willful and material breach by the Executive of any of the material provisions of this Agreement,
of any Company policy, and/or of the Restrictive Covenants Agreement, which, to the extent it is curable by the Executive, is not cured within 30 days after written notice thereof is given to the Executive by the Company. 

(d)    Termination by the Company without Cause. The Company may terminate the Executive’s employment
hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result from the death or disability of
the Executive under Section 3(a) or (b) shall be deemed a termination without Cause. 
 (e)    Termination
by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed
all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent (each, a “Good Reason Condition”): 

(i)    a material reduction in the Executive’s Base Salary (other than an across-the-board decrease in base salary applicable to all executive officers of the Company); 

(ii)    a material breach of this Agreement by the Company; 

(iii)    a material reduction in the Executive’s duties, authority or responsibilities relative to the
Executive’s duties, authority, and responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties, position or responsibilities solely by virtue of the Company being acquired and made part
of a larger entity (as, for example, when the Head of Research and Development of the Company remains as such following a Change in Control but is not made the Head of Research and Development of the acquiring corporation) will not constitute a
“Good Reason Condition”; or 
 (iv)    the relocation of the Executive’s principal place
of employment in a manner that lengthens the Executive’s one-way commute distance by fifty (50) or more miles from the Executive’s then-current principal place of employment immediately prior to
such relocation. 

  
 5 













 The “Good Reason Process” consists of the following steps: 

(i)    the Executive reasonably determines in good faith that a Good Reason Condition has occurred; 

(ii)    the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition
within 60 days of the first occurrence of such condition; 
 (iii)    the Executive cooperates in good
faith with the Company’s efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; 

(iv)    notwithstanding such efforts, the Good Reason Condition continues to exist; and 

(v)    the Executive terminates employment within 30 days after the end of the Cure Period. 

If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred. 

4.    Matters Related to Termination. 

(a)    Notice of Termination. Except for termination as specified in Section 3(a), any termination of the
Executive’s employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall
mean a notice which shall indicate the specific termination provision in this Agreement relied upon. 
 (b)    Date
of Termination. “Date of Termination” shall mean: (i) if the Executive’s employment is terminated by death, the date of death; (ii) if the Executive’s employment is terminated on account of disability under
Section 3(b) or by the Company for Cause under Section 3(c), the date on which Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Company without Cause under Section 3(d), the date on
which a Notice of Termination is given or the date otherwise specified by the Company in the Notice of Termination; (iv) if the Executive’s employment is terminated by the Executive under Section 3(e) other than for Good Reason, 30
days after the date on which a Notice of Termination is given, and (v) if the Executive’s employment is terminated by the Executive under Section 3(e) for Good Reason, the date on which a Notice of Termination is given after the end
of the Cure Period. Notwithstanding the foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination
by the Company for purposes of this Agreement. 
 (c)    Accrued Obligations. If the Executive’s employment
with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate) (i) any Base Salary earned through the Date of


  
 6 













 
Termination; (ii) unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of this Agreement); and (iii) any vested benefits the Executive may have under any
employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the “Accrued Obligations”). 

(d)    Resignation of All Other Positions. To the extent applicable, the Executive shall be deemed to have resigned
from all officer and board member positions that the Executive holds with the Company or any of its respective subsidiaries and affiliates upon the termination of the Executive’s employment for any reason. The Executive shall execute any
documents in reasonable form as may be requested to confirm or effectuate any such resignations. 
 5.    Severance
Pay and Benefits Upon Termination by the Company without Cause or by the Executive for Good Reason Outside the Change in Control Period. If the Executive’s employment is terminated by the Company without Cause as provided in
Section 3(d), or the Executive terminates employment for Good Reason as provided in Section 3(e), each outside of the Change in Control Period (as defined below), then, in addition to the Accrued Obligations, and subject to
(i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a
reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and, in the Company’s sole discretion, a one-year post-employment noncompetition agreement, and shall provide that
if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming
irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release), which shall include a seven (7) business day revocation period: 

(a)    the Company shall pay the Executive an amount equal to (i) 12 months of the Executive’s Base Salary plus
(ii) the Target Bonus for the then current year, prorated based on the Date of Termination (the “Severance Amount”); and 

(b)    subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the
Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the
Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 12 month
anniversary of the Date of Termination; (B) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s continuation rights under COBRA;
provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation,
Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to
tax-related deductions and withholdings and paid on the Company’s regular payroll dates. 

  
 7 













 The amounts payable under Section 5, to the extent taxable, shall be paid out in substantially equal
installments in accordance with the Company’s payroll practice over 12 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in
one calendar year and ends in a second calendar year, the Severance Amount, to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal
Revenue Code of 1986, as amended (the “Code”), shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment
shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for
purposes of Treasury Regulation Section 1.409A-2(b)(2). 

6.    Severance Pay and Benefits Upon Termination by the Company without Cause or by the Executive for Good Reason
within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company
without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is within three (3) months prior to and in contemplation of the closing of a
Change in Control (as defined below) or 12 months after the closing of a Change in Control (such period, the “Change in Control Period”). These provisions shall terminate and be of no further force or effect after a Change in
Control Period. For the avoidance of doubt, (i) in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement, and (ii) if the Company has commenced providing severance pay
and benefits to the Executive under Section 5 prior to the date that the Executive becomes eligible to receive severance pay and benefits under this Section 6, the severance pay and benefits previously provided to the Executive under
Section 5 shall reduce the severance pay and benefits to be provided under this Section 6. 
 (a)    If the
Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during
the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time
frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: 

(i)    the Company shall pay the Executive a lump sum in cash in an amount equal to
[            ]10 times the sum of (A) the Executive’s then current Base Salary (or the Executive’s Base Salary in
effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then current year; and 

(ii)    notwithstanding anything to the contrary in any applicable option agreement or other stock-based
award agreement, all time-based stock options and other 
  
  

	10 	 1.5 times for CEO; 1.0 times for SVP/C-level




  
 8 













 
stock-based awards subject to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully exercisable or
nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the
unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release and will only occur if the
vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective within the time period set forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based
Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and 

(iii)    subject to the Executive’s copayment of premium amounts at the applicable active
employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly payment equal to the monthly employer contribution
that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the [            ]11 month anniversary of the Date of Termination; (B) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation
of the Executive’s continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating
applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall
be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. 
 The
amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination or, if later, the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation”
within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. 

(b)    Additional Limitation. 

(i)    Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any
compensation, payment or distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with
Section 280G of the Code, and the applicable regulations thereunder (the “Aggregate Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not
below zero) so that the 
  

	11 	 18 months for CEO; 12 months for SVP/C-level




  
 9 













 
sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that
such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate
Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G
of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and
(4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg.
§1.280G-1, Q&A-24(b) or (c). 

(ii)    For purposes of this Section 6(b), the “After Tax Amount” means the amount of
the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the
Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest
marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. 

(iii)    The determination as to whether a reduction in the Aggregate Payments shall be made pursuant to
Section 6(b)(i) shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 15
business days of the Date of Termination, if applicable, or at such earlier time as is reasonably requested by the Company or the Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. 

(c)    Definitions. For purposes of this Section 6, “Change in Control” shall mean a
“Sale Event” as defined in the Company’s 2020 Stock Option and Incentive Plan. 
 7.    Section
409A. 
 (a)    Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s
separation from service within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any
payment or benefit that the Executive becomes entitled to under this Agreement or otherwise on account of the Executive’s separation from service would be considered deferred compensation otherwise subject to the 20 percent additional tax
imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of
(A) six months and one day after the 

  
 10 













 
Executive’s separation from service, or (B) the Executive’s death. If any such delayed cash payment is otherwise payable on an installment basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the six-month period but for the application of this provision, and the balance of the
installments shall be payable in accordance with their original schedule. 
 (b)    All
in-kind benefits provided and expenses eligible for reimbursement under this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All
reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the expenses eligible for reimbursement
in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such right to reimbursement or in-kind benefits is not subject to liquidation or exchange for
another benefit. 
 (c)    To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments
or benefits shall be payable only upon the Executive’s “separation from service.” The determination of whether and when a separation from service has occurred shall be made in accordance with the presumptions set forth in Treasury
Regulation Section 1.409A-1(h). 
 (d)    The parties intend that this
Agreement will be administered in accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its compliance with Section 409A of the Code, the provision shall be read in such a manner so
that all payments hereunder comply with Section 409A of the Code. Each payment pursuant to this Agreement or the Restrictive Covenants Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties agree that this Agreement may be amended, as reasonably requested by either party, and as may be necessary to fully comply with Section 409A of the Code and all related
rules and regulations in order to preserve the payments and benefits provided hereunder without additional cost to either party. 

(e)    The Company makes no representation or warranty and shall have no liability to the Executive or any other person if
any provisions of this Agreement are determined to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an exemption from, or the conditions of, such Section. 

8.    Continuing Obligations. 

(a)    Restrictive Covenants Agreement. The terms of the Proprietary Information, Inventions Assignment and Non-Solicitation Agreement, dated [                    ] (the “Restrictive Covenants Agreement”),
between the Company and the Executive, attached hereto as Exhibit A, continue to be in full force and effect. For purposes of this Agreement, the obligations in this Section 8 and those that arise in the Restrictive Covenants Agreement
and any other agreement relating to confidentiality, assignment of inventions, or other restrictive covenants shall collectively be referred to as the “Continuing Obligations.” 

  
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 (b)    Third-Party Agreements and Rights. The Executive hereby
confirms that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information, other than confidentiality restrictions (if any), or
the Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed
duties for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of
any agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information
belonging to or obtained from any such previous employment or other party. 
 (c)    Litigation and Regulatory
Cooperation. During and after the Executive’s employment, the Executive shall cooperate fully with the Company in (i) the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or
on behalf of the Company which relate to events or occurrences that transpired while the Executive was employed by the Company, and (ii) the investigation, whether internal or external, of any matters about which the Company believes the
Executive may have knowledge or information. The Executive’s full cooperation in connection with such claims, actions or investigations shall include, but not be limited to, being available to meet with counsel to answer questions or to prepare
for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times. During and after the Executive’s employment, the Executive also shall cooperate fully with the Company in connection with any investigation or
review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while the Executive was employed by the Company. The Company shall reimburse the Executive for any
reasonable out-of-pocket expenses incurred in connection with the Executive’s performance of obligations pursuant to this Section 8(c). 

(d)    Relief. The Executive agrees that it would be difficult to measure any damages caused to the Company which
might result from any breach by the Executive of the Continuing Obligations, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes
to breach, any portion of the Continuing Obligations, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving
any actual damage to the Company. 
 9.    Consent to Jurisdiction. The parties hereby consent to the
jurisdiction of the state and federal courts of the Commonwealth of Massachusetts. Accordingly, with respect to any such court action, the Executive (a) submits to the exclusive personal jurisdiction of such courts; (b) consents to
service of process; and (c) waives any other requirement (whether imposed by statute, rule of court, or otherwise) with respect to personal jurisdiction or service of process. 

  
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 10.    Integration. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including the Prior Agreement, provided that the Restrictive Covenants
Agreement and the Equity Documents remain in full force and effect. 
 11.    Withholding; Tax Effect. All
payments made by the Company to the Executive under this Agreement shall be net of any tax or other amounts required to be withheld by the Company under applicable law. Nothing in this Agreement shall be construed to require the Company to make any
payments to compensate the Executive for any adverse tax effect associated with any payments or benefits or for any deduction or withholding from any payment or benefit. 

12.    Assignment. Neither the Executive nor the Company may make any assignment of this Agreement or any interest
in it, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement (including the Restrictive Covenants Agreement) without
the Executive’s consent to any affiliate or to any person or entity with whom the Company shall hereafter effect a reorganization, consolidate with, or merge into or to whom it transfers all or substantially all of its properties or assets;
provided further, that any successor to the Company (whether direct or indirect and whether by purchase, lease, merger, consolidation, liquidation or otherwise) to all or substantially all of the Company’s business and/or assets shall
assume the Company’s, or ensure that the Company fully performs its, obligations under this Agreement and shall perform the Company’s, or ensure that the Company performs its, obligations under this Agreement 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. Notwithstanding the foregoing, if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in
connection with any such transaction, then the Executive shall not be entitled to any payments, benefits or vesting pursuant to Section 5 or pursuant to Section 6 of this Agreement solely as a result of such transaction. This Agreement
shall inure to the benefit of and be binding upon the Executive and the Company, and each of the Executive’s and the Company’s respective successors, executors, administrators, heirs and permitted assigns. 

13.    Enforceability. If any portion or provision of this Agreement (including, without limitation, any portion or
provision of any section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other
than those as to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 

14.    Survival. The provisions of this Agreement shall survive the termination of this Agreement and/or the
termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein. 

15.    Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the
waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be
deemed a waiver of any subsequent breach. 

  
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 16.    Notices. Any notices, requests, demands and other
communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to
the Executive at the last address the Executive has filed in writing with the Company or, in the case of the Company, at its main offices, attention of the Board. 

17.    Amendment. This Agreement may be amended or modified only by a written instrument signed by the Executive
and by a duly authorized representative of the Company. 
 18.    Effect on Other Plans and Agreements. An
election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions of any of the Company’s benefit
plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except as otherwise provided in Section 8 hereof, and except that the
Executive shall have no rights to any severance benefits under any Company severance pay plan, offer letter or otherwise. In the event that the Executive is party to an agreement with the Company providing for payments or benefits under such plan or
agreement and under this Agreement, the terms of this Agreement shall govern and the Executive may receive payment under this Agreement only and not both. Further, Section 5 and Section 6 of this Agreement are mutually exclusive and in no
event shall the Executive be entitled to payments or benefits pursuant to both Section 5 and Section 6 of this Agreement. 

19.    Governing Law. This is a Massachusetts contract and shall be construed under and be governed in all respects
by the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws principles thereof. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be
interpreted and applied by the United States Court of Appeals for the First Circuit. 
 20.    Counterparts. This
Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document. 

  
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 IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Effective
Date. 
  

			
	FORMA THERAPEUTICS, INC.


 
			
		
	By:	 	      

	Its:	 	      



 
			
		
	Date:	 	      




 

			
	EXECUTIVE
	
	    
	[Name]


 
			
		
	Date:	 	      




  
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