EX-10.1



 Exhibit 10.1 

CATALYST BIOSCIENCES, INC. 

2016 INDUCEMENT STOCK INCENTIVE PLAN 







 CATALYST BIOSCIENCES, INC. 

2016 INDUCEMENT STOCK INCENTIVE PLAN 
  

	1.	Definitions 

 In addition to other terms defined herein or in an Award Agreement, the
following terms shall have the meanings given below: 
 (a) Administrator means the Committee or a majority of the Company’s
Independent Directors. 
 (b) Affiliate means any Parent or Subsidiary of the Company, and also includes any other business entity
which is controlled by, under common control with or controls the Company; provided, however, that the term “Affiliate” shall be construed in a manner in accordance with the registration provisions of applicable federal securities laws if
and to the extent required. 
 (c) Applicable Law means any applicable laws, rules or regulations (or similar guidance), including
but not limited to the General Corporation Law of the State of Delaware, the Securities Act, the Exchange Act, the Code and the listing or other rules of any applicable stock exchange. 

(d) Award means, individually or collectively, a grant under the Plan of an Option; a Stock Appreciation Right (including a Related SAR
or a Freestanding SAR); a Restricted Award (including a Restricted Stock Award or a Restricted Stock Unit Award); a Phantom Stock Award, an Other Stock-Based Award; a Dividend Equivalent Award; and/or any other award granted under the Plan. 

(e) Award Agreement means an award agreement (which may be in written or electronic form, in the Administrator’s discretion, and
which includes any amendment or supplement thereto) between the Company and a Participant specifying the terms, conditions and restrictions of an Award granted to the Participant. An Award Agreement may also state such other terms, conditions and
restrictions, including but not limited to terms, conditions and restrictions applicable to shares of Common Stock or any other benefit underlying an Award, as may be established by the Administrator. 

(f) Base Price means, with respect to an SAR, the initial price assigned to the SAR. 

(g) Board or Board of Directors means the Board of Directors of the Company. 

(h) Cause means, unless the Administrator determines otherwise, a Participant’s termination of employment or service resulting
from the Participant’s (i) termination for “Cause” as defined under the Participant’s employment, change in control, consulting or other agreement with the Company or an Affiliate, if any, or (ii) if the Participant has
not entered into any such agreement (or, if any such agreement does not define “Cause”), then the Participant’s termination shall be for “Cause” if termination results due to the Participant’s (A) dishonesty;
(B) refusal to perform his duties for the Company or an Affiliate; or (C) engaging in fraudulent conduct or conduct that could be materially damaging to the Company without a reasonable good faith belief that such conduct was in the best
interest of the Company. The determination of “Cause” shall be made by the Administrator and its determination shall be final and conclusive. Without in any way limiting the effect of the foregoing, for purposes of the Plan and an Award, a
Participant’s employment or service shall also be deemed to have terminated for Cause if, after the Participant’s employment or service has terminated, facts and circumstances are discovered that would have justified, in the opinion of the
Administrator, a termination for Cause. 







 (i) A Change of Control shall (except as may be otherwise required, if at all, under Code
Section 409A) be deemed to have occurred on the earliest of the following dates: 
 (i) The date any entity or person
shall have become the beneficial owner of, or shall have obtained voting control over, thirty percent (30%) or more of the total voting power of the Company’s then outstanding voting stock; 

(ii) The date of the consummation of (A) a merger, consolidation or reorganization of the Company (or similar transaction
involving the Company), in which the holders of the Common Stock immediately prior to the transaction have voting control over less than fifty-one percent (51%) of the voting securities of the surviving corporation immediately after such
transaction, or (B) the sale or disposition of all or substantially all the assets of the Company; or 
 (iii) The date
there shall have been a change in a majority of the Board of Directors of the Company within a 12-month period unless the nomination for election by the Company’s stockholders of each new Director was approved by the vote of two-thirds of the
members of the Board (or a committee of the Board, if nominations are approved by a Board committee rather than the Board) then still in office who were in office at the beginning of the 12-month period. 

(For the purposes herein, the term “person” shall mean any individual, corporation, partnership, group, association or other person,
as such term is defined in Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, other than the Company, a Subsidiary of the Company or any employee benefit plan(s) sponsored or maintained by the Company or any Subsidiary thereof, and
the term “beneficial owner” shall have the meaning given the term in Rule 13d-3 under the Exchange Act.) 
 For the purposes of
clarity, a transaction shall not constitute a Change of Control if its principal purpose is to change the state of the Company’s incorporation, create a holding company that would be owned in substantially the same proportions by the persons
who held the Company’s securities immediately before such transaction or is another transaction of other similar effect. 

Notwithstanding the preceding provisions of Section 1(i), in the event that any Awards granted under the Plan are deemed to be deferred
compensation subject to (and not exempt from) the provisions of Code Section 409A, then distributions related to such Awards to be made upon a Change of Control may be permitted, in the Administrator’s discretion, upon the occurrence of
one or more of the following events (as they are defined and interpreted under Code Section 409A): (A) a change in the ownership of the Company; (B) a change in effective control of the Company; or (C) a change in the ownership
of a substantial portion of the assets of the Company. 
 (j) Code means the Internal Revenue Code of 1986, as amended. Any reference
herein to a specific Code section shall be deemed to include all related regulations or other guidance with respect to such Code section. 

(k) Committee means the Company’s independent compensation committee. 

(l) Common Stock means the common stock of Catalyst Biosciences, Inc., $0.001 par value, or any successor securities thereto. 

(m) Company means Catalyst Biosciences, Inc. (formerly known as Targacept, Inc.), a Delaware corporation, together with any successor
thereto. 
 (n) Director means a member of the Board or of the board of directors of an Affiliate. 

  
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 (o) Disability shall, except as may be otherwise determined by the Administrator (taking
into account any Code Section 409A considerations), as applied to any Participant, having the meaning given in any Award Agreement, employment agreement, change in control agreement, consulting agreement or other similar agreement, if any, to
which the Participant is a party, or, if there is no such agreement (or if such agreement does not define “Disability”), “Disability” shall mean the inability of the Participant to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment which can be expected to result in death, or which has lasted or can be expected to last for a continuous period of not less than 12 months. The Administrator shall have authority to
determine if a Disability has occurred. 
 (p) Dividend Equivalent Awards shall mean a right granted to a Participant pursuant to
Section 12 to receive the equivalent value (in cash or shares of Common Stock) of dividends paid on Common Stock. 
 (q) Effective
Date means the effective date of the Plan, as provided in Section 4. 
 (r) Employee means any person who is an employee of
the Company or any Affiliate (including entities which become Affiliates after the Effective Date of the Plan). For this purpose, an individual shall be considered to be an Employee only if there exists between the individual and the Company or an
Affiliate the legal and bona fide relationship of employer and employee (taking into account Code Section 409A considerations if and to the extent applicable). 

(s) Exchange Act means the Securities Exchange Act of 1934, as amended. 

(t) Fair Market Value per share of the Common Stock shall be established in good faith by the Administrator and, unless otherwise
determined by the Administrator, the Fair Market Value shall be determined in accordance with the following provisions: (A) if the shares of Common Stock are listed for trading on The NASDAQ Global Select Market (“Nasdaq”) or
another national or regional stock exchange, the Fair Market Value shall be the closing sales price per share of the shares on Nasdaq or other principal stock exchange on which such securities are listed on the date an Award is granted or other
determination is made (such date of determination being referred to herein as a “valuation date”), or, if there is no transaction on such date, then on the trading date nearest preceding the valuation date for which closing price
information is available, and, provided further, if the shares are not listed for trading on Nasdaq or another stock exchange but are regularly quoted on an automated quotation system (including the OTC Bulletin Board and the quotations published by
the OTC Markets Group) or by a recognized securities dealer, the Fair Market Value shall be the closing sales price for such shares as quoted on such system or by such securities dealer on the valuation date, but if selling prices are not reported,
the Fair Market Value of a share of Common Stock shall be the mean between the high bid and low asked prices for the Common Stock on the valuation date (or, if no such prices were reported on that date, on the last date such prices were reported),
as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or (B) if the shares of Common Stock are not listed or reported in any of the foregoing, then the Fair Market Value shall be determined by the
Administrator based on such valuation measures or other factors as it deems appropriate. Notwithstanding the foregoing, Fair Market Value shall be determined in accordance with Code Section 409A if and to the extent required. 

(u) Freestanding SAR means an SAR that is granted without relation to an Option, as provided in Section 8. 

(v) Full Value Award means an Award, other than in the form of an Option, SAR or Other Stock-Based Award, which is settled by the
issuance of Common Stock. 

  
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 (w) Good Reason means, unless the Administrator determines otherwise, in the context of a
Change of Control, a Participant’s termination of employment or service resulting from the Participant’s (i) termination for “Good Reason” as defined under the Participant’s employment, change in control, consulting or
other agreement with the Company or an Affiliate, if any, or (ii) if the Participant has not entered into any agreement (or, if any such agreement does not define “Good Reason”), then, a Participant’s termination shall be for
“Good Reason” if termination results due to any of the following without the Participant’s consent: (A) a material reduction in the Participant’s base salary as in effect immediately prior to the date of the Change of
Control, (B) the assignment to the Participant of duties or responsibilities materially inconsistent with, or a material diminution in, the Participant’s position, authority, duties or responsibilities as in effect immediately prior to the
Change of Control, or (C) the relocation of the Participant’s principal place of employment by more than 50 miles from the location at which the Participant was stationed immediately prior to the Change of Control. An event or condition
that would otherwise constitute “Good Reason” shall constitute Good Reason only if the Company fails to rescind or cure such event or condition within 30 days after receipt from the Participant of written notice of the event which
constitutes Good Reason, and Good Reason shall cease to exist for any event or condition described herein on the 60th day following the later of the occurrence or the Participant’s knowledge
thereof, unless the Participant has given the Company written notice thereof prior to such date. In the context other than a Change of Control, “Good Reason” shall be as defined by the Administrator. The determination of “Good
Reason” shall be made by the Administrator and its determination shall be final and conclusive. 
 (x) Independent Contractor
means an independent contractor, consultant or advisor providing services (other than capital-raising services) to the Company or an Affiliate. 

(y) Independent Director means an Independent Director as defined in The NASDAQ Stock Market Listing Rule 5605(a)(2). 

(z) Option means a stock option not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code
granted under Section 7 that entitles the holder to purchase from the Company a stated number of shares of Common Stock at the Option Price, and subject to such terms and conditions, as may be set forth in the Plan or an Award Agreement or
established by the Administrator. 
 (aa) Option Period means the term of an Option, as provided in Section 7(d). 

(bb) Option Price means the price at which an Option may be exercised, as provided in Section 7(b). 

(cc) Other Stock-Based Award means a right, granted to a Participant under Section 11, that relates to or is valued by referenced
to shares of Common Stock or other Awards relating to shares of Common Stock. 
 (dd) Parent shall mean a “parent
corporation,” whether now or hereafter existing, as defined in Code Section 424(e). 
 (ee) Participant means an individual
who is an Employee employed by, or a Director or Independent Contractor providing services to, the Company or an Affiliate who satisfies the requirements of Section 6 and is selected by the Administrator to receive an Award under the Plan. 


  
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 (ff) Performance Measures mean one or more performance factors which may be established by
the Administrator with respect to an Award. Performance factors may be based on such corporate, business unit or division and/or individual performance factors and criteria as the Administrator in its discretion may deem appropriate. Such
performance factors may be based upon one or more of the following criteria, or such other criteria as determined by the Administrator in its discretion: (i) cash flow; (ii) return on equity; (iii) return on assets; (iv) earnings
per share; (v) achievement of clinical development or regulatory milestones; (vi) operations expense efficiency milestones; (vii) consolidated earnings before or after taxes (including earnings before interest, taxes, depreciation and
amortization); (viii) net income; (ix) operating income; (x) book value per share; (xi) return on investment; (xii) return on capital; (xiii) improvements in capital structure; (xiv) expense management;
(xv) profitability of an identifiable business unit or product; (xvi) maintenance or improvement of profit margins; (xvii) stock price or total stockholder return; (xviii) market share; (xix) revenues or sales;
(xx) costs; (xxi) working capital; (xxii) economic wealth created; (xxiii) strategic business criteria; (xxiv) efficiency ratio(s); (xxv) achievement of division, group, function or corporate financial, strategic or
operational goals; and (xxvi) comparisons with stock market indices or performances of metrics of peer companies. The foregoing criteria may relate to the Company, one or more of its Affiliates or one or more of its divisions, units, segments,
partnerships, joint ventures or minority investments, facilities, product lines or products or any combination of the foregoing. The targeted level or levels of performance with respect to such business criteria may be established at such levels and
on such terms as the Administrator may determine, in its discretion, including but not limited to on an absolute basis, in relation to performance in a prior performance period, relative to one or more peer group companies or indices, on a per share
and/or share per capita basis, on a pre-tax or after tax basis, and/or any combination thereof. Such performance factors may be adjusted or modified due to extraordinary items, transactions, events or developments, or in recognition of any other
unusual or infrequent events affecting the Company or the financial statements of the Company, or in response to changes in Applicable Law, accounting principles or business conditions, in each case as determined by the Administrator. 

(gg) Phantom Stock Award means an Award granted under Section 10, entitling a Participant to a payment in cash, shares of Common
Stock or a combination of cash and Common Stock (as determined by the Administrator), following the completion of the applicable vesting period and compliance with the terms of the Plan and other terms and conditions established by the
Administrator. The unit value of a Phantom Stock Award shall be based on the Fair Market Value of a share of Common Stock. 
 (hh)
Plan means the Catalyst Biosciences, Inc. 2016 Incentive Stock Incentive Plan. 
 (ii) Related SAR means an SAR granted under
Section 8 that is granted in relation to a particular Option and that can be exercised only upon the surrender to the Company, unexercised, of that portion of the Option to which the SAR relates. 

(jj) Restricted Award means a Restricted Stock Award and/or a Restricted Stock Unit Award, as provided in Section 9. 

(kk) Restricted Stock Award means shares of Common Stock granted to a Participant under Section 9. Shares of Common Stock subject
to a Restricted Stock Award shall cease to be restricted when, in accordance with the terms of the Plan and the terms and conditions established by the Administrator, the shares vest and become transferable and free of substantial risks of
forfeiture. 
 (ll) Restricted Stock Unit means a Restricted Award granted to a Participant pursuant to Section 9 which is
settled, if at all, (i) by the delivery of one share of Common Stock for each Restricted Stock Unit, (ii) in cash in an amount equal to the Fair Market Value of one share of Common Stock for each Restricted Stock Unit, or (iii) in a
combination of cash and shares equal to the Fair Market Value of one share of Common Stock for each Restricted Stock Unit, as determined by the Administrator. A Restricted Stock Unit represents the promise of the Company to deliver shares of Common
Stock, cash or a combination thereof, as applicable, at the end of the applicable restriction period if and only to the extent the Award vests and ceases to be subject to forfeiture, subject to compliance with the terms of the Plan and Award
Agreement and any terms and conditions established by the Administrator. 

  
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 (mm) Retirement shall, except as may be otherwise determined by the Administrator (taking
into account any Code Section 409A considerations), as applied to any Participant, have the meaning given in an Award Agreement, employment agreement, change in control agreement, consulting agreement or other similar agreement, if any, to
which the Participant is a party, or, if there is no such agreement (or if such agreement does not define “Retirement”), then “Retirement” shall, unless the Administrator determines otherwise, mean retirement in accordance with
the retirement policies and procedures established by the Company. The Administrator shall have authority to determine if a Retirement has occurred. 

(nn) SAR means a stock appreciation right granted under Section 8 entitling the Participant to receive, with respect to each share
of Common Stock encompassed by the exercise of such SAR, the excess, if any, of the Fair Market Value on the date of exercise over the Base Price, subject to the terms of the Plan and Award Agreement and any other terms and conditions established by
the Administrator. References to “SARs” include both Related SARs and Freestanding SARs, unless the context requires otherwise. 

(oo) Securities Act means the Securities Act of 1933, as amended. 

(pp) Subsidiary shall mean a “subsidiary corporation,” whether now or hereafter existing, as defined in Code
Section 424(f). 
 (qq) Termination Date means the date of termination of a Participant’s employment or service for any
reason, as determined by the Administrator (taking into account any Code Section 409A considerations). 
  

	2.	Purpose 

 The purposes of the Plan are to provide flexibility to the Company in its
ability to attract and retain the services of Participants upon whose judgment, interest and special effort the successful conduct of its operation largely depends. These purposes may be carried out through the granting of Awards to selected
Participants, including the granting of Options; SARs in the form of Freestanding SARs and/or Related SARs; Restricted Awards in the form of Restricted Stock Awards and/or Restricted Stock Units; Phantom Stock Awards; Other Stock-Based Awards;
and/or Dividend Equivalent Awards. 
  

	3.	Administration of the Plan 

 (a) Absent establishment by the Board of another qualifying
administrator, the Plan shall be administered by the Committee. To the extent required under Rule 16b-3 adopted under the Exchange Act, the Committee shall be comprised solely of two or more “non-employee directors,” as such term is
defined in Rule 16b-3, or as may otherwise be permitted under Rule 16b-3. In addition, Committee members shall qualify as “independent directors” under applicable stock exchange rules if and to the extent required. 

  
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 (b) Subject to the provisions of the Plan, the Administrator shall have full and final authority
in its discretion to take any action with respect to the Plan including, without limitation, the authority to (i) determine all matters relating to Awards, including selection of individuals to be granted Awards, the types of Awards, the number
of shares of Common Stock, if any, subject to an Award, and all terms, conditions, restrictions and limitations of an Award; (ii) prescribe the form or forms of Award Agreements evidencing any Awards granted under the Plan;
(iii) establish, amend and rescind rules and regulations for the administration of the Plan; (iv) correct any defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award Agreement; and (v) construe
and interpret the Plan, Awards and Award Agreements made under the Plan, to interpret rules and regulations for administering the Plan and to make all other determinations deemed necessary or advisable for administering the Plan. In addition,
(i) the Administrator shall have the authority, subject to the restrictions contained in Section 3(c) herein, to accelerate the date that any Award which was not otherwise exercisable, vested or earned shall become exercisable, vested or
earned in whole or in part without any obligation to accelerate such date with respect to any other Award granted to any recipient; and (ii) the Administrator may in its sole discretion modify or extend the terms and conditions for exercise,
vesting or earning of an Award (in each case, taking into account any Code Section 409A considerations). The Administrator may determine that a Participant’s rights, payments and/or benefits with respect to an Award (including but not
limited to any shares issued or issuable and/or cash paid or payable with respect to an Award) shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise
applicable vesting or performance conditions of an Award. Such events may include, but shall not be limited to, termination of employment for Cause, violation of policies of the Company or an Affiliate, breach of non-solicitation, noncompetition,
confidentiality or other restrictive covenants that may apply to the Participant, other conduct by the Participant that is determined by the Administrator to be detrimental to the business or reputation of the Company or any Affiliate, and/or other
circumstances where such reduction, cancellation, forfeiture or recoupment is required by Applicable Law. In addition, the Administrator shall have the authority and discretion to establish terms and conditions of Awards (including but not limited
to the establishment of subplans) as the Administrator determines to be necessary or appropriate to conform to the applicable requirements or practices of jurisdictions outside of the United States. In addition to action by meeting in accordance
with Applicable Law, any action of the Administrator with respect to the Plan may be taken by a written instrument signed by all of the members of the Board or Committee, as appropriate, and any such action so taken by written consent shall be as
fully effective as if it had been taken by a majority of the members at a meeting duly held and called. All determinations of the Administrator with respect to the Plan and any Award or Award Agreement will be final and binding on the Company and
all persons having or claiming an interest in any Award granted under the Plan. No member of the Board or Committee, as applicable, shall be liable while acting as Administrator for any action or determination made in good faith with respect to the
Plan, an Award or an Award Agreement. The members of the Board or Committee, as applicable, shall be entitled to indemnification and reimbursement in the manner and to the fullest extent provided in the Company’s certificate of incorporation
and/or bylaws and/or pursuant to Applicable Law. 
 (c) Notwithstanding the provisions of Section 3(b), Awards (other than Other
Stock-Based Awards) granted to Employees under the Plan shall be subject to a minimum vesting period of one year (which may include installment vesting within such one-year period as determined by the Administrator); provided, however, that
(i) the Administrator may provide for acceleration of vesting of all or a portion of an Award in the event of a Participant’s death, Disability or Retirement, or (to the extent provided in Section 13 herein) upon the occurrence of a
Change of Control of the Company; (ii) the Administrator may provide for the grant of an Award without a minimum vesting period or may accelerate the vesting of all or a portion of an Award for any reason, but only with respect to Awards for no
more than an aggregate of five percent (5%) of the total number of Shares authorized for issuance under the Plan pursuant to Section 5(a) herein, upon such terms and conditions as the Administrator shall determine; and (iii) the
Administrator also may provide for the grant of Awards to Participants that have different vesting terms in the case of Other Stock-Based Awards or Awards that are substituted for other equity awards in connection with mergers, consolidations or
other similar transactions, Awards that are granted as an inducement to be employed by the Company or an Affiliate or to replace forfeited awards from a former employer, or Awards that are granted in exchange for foregone cash compensation. 

  
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	4.	Effective Date 

 The Effective Date of the Plan shall be April 15, 2016 (the
“Effective Date”). Awards may be granted on or after the Effective Date, but no Awards may be granted after April 15, 2026. Awards that are outstanding at the end of the Plan term (or such earlier termination date as may be
established by the Board pursuant to Section 15(a)) shall continue in accordance with their terms, unless otherwise provided in the Plan or an Award Agreement. 
  

	5.	Shares of Stock Subject to the Plan; Award Limitations 

 (a) Shares of Stock Subject
to the Plan: Subject to adjustments as provided in Section 5(c), the maximum aggregate number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan shall not exceed 100,000. Shares delivered under the Plan
shall be authorized but unissued shares, treasury shares or shares purchased on the open market or by private purchase. The Company hereby reserves sufficient authorized shares of Common Stock to meet the grant of Awards hereunder. 

(b) Additional Share Counting Provisions. The following provisions shall apply with respect to the share limitations
of Section 5(a): 
 (i) To the extent that an Award is canceled, terminates, expires, is forfeited or lapses for any
reason, any unissued or forfeited shares subject to the Award will again be available for issuance pursuant to Awards granted under the Plan. 

(ii) Awards (other than SARs) settled in cash shall not be counted against the share limitations stated in Section 5(a)
herein. 
 (iii) Dividends, including dividends paid in shares, or dividend equivalents paid in cash in connection with
outstanding Awards, will not be counted towards the share limitations in Section 5(a). 
 (iv) To the extent that the
full number of shares subject to an Award other than an Option or SAR is not issued for any reason, including by reason of failure to achieve maximum performance goals, only the number of shares issued and delivered shall be considered for purposes
of determining the number of shares remaining available for issuance pursuant to Awards granted under the Plan. 
 (v) The
following shares of Common Stock may not again be made available for issuance as Awards under the Plan: (A) shares withheld from an Award or delivered by a Participant to satisfy minimum tax withholding requirements for Awards, (B) shares
not issued or delivered as a result of the net settlement of an outstanding SAR or Option, (C) shares used to pay the exercise price related to an outstanding Option or (D) shares repurchased on the open market with the proceeds of the
Option Price. 
 (vi) Further, (A) shares issued under the Plan through the settlement, assumption or substitution of
outstanding awards granted by another entity or obligations to grant future awards as a condition of or in connection with a merger, acquisition or similar transaction involving the Company acquiring another entity shall not reduce the maximum
number of shares available for delivery under the Plan, and (B) available shares under a stockholder approved plan of an acquired company (as appropriately adjusted to reflect the transaction) may be used for Awards under the Plan and will not
reduce the maximum number of shares available under the Plan, subject, in the case of both (A) and (B) herein, to applicable stock exchange listing requirements. 

  
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 (c) Adjustments; Right to Issue Additional Securities: If there is any change in the
outstanding shares of Common Stock because of a merger, consolidation or reorganization involving the Company, or if the Board of Directors of the Company declares a stock dividend, stock split distributable in shares of Common Stock, other
distribution (other than regular or ordinary cash dividends) or reverse stock split, combination or reclassification of the Common Stock, or if there is a similar change in the capital stock structure of the Company affecting the Common Stock
(excluding conversion of convertible securities by the Company and/or the exercise of warrants by their holders), then the number of shares of Common Stock reserved for issuance under the Plan shall be correspondingly adjusted, and the Administrator
shall make such adjustments to Awards or to any provisions of this Plan as the Administrator deems equitable to prevent dilution or enlargement of Awards or as may otherwise be advisable. Nothing in the Plan, an Award or an Award Agreement shall
limit the ability of the Company to issue additional securities (including but not limited to the issuance of other options or other derivative securities, warrants, additional shares or classes of Common Stock, preferred stock and/or other
convertible securities). 
  

	6.	Eligibility 

 An Award may be granted only to an individual who satisfies all of the
following eligibility requirements on the date the Award is granted: 
 (a) Individuals (a) who have not previously been an Employee or
Director of the Company or an Affiliate or (b) following a bona fide period of non-employment or non-service to the Company or an Affiliate. 

(b) The individual, being otherwise eligible under this Section 6, is selected by the Administrator as an individual to whom an Award
shall be granted (as defined above, a “Participant”). 
  

	7.	Options 

 (a) Grant of Options: Subject to the limitations of the Plan, the
Administrator may in its discretion grant Options to such eligible Participants in such numbers, subject to such terms and conditions, and at such times as the Administrator shall determine. Each Option shall be designated in the Award Agreement as
anon-qualified stock option. An Option may be granted with or without a Related SAR. 
 (b) Option Price: The Option Price per share
at which an Option may be exercised shall be established by the Administrator and stated in the Award Agreement evidencing the grant of the Option; provided, that (i) the Option Price of an Option shall be no less than 100% of the Fair Market
Value per share of the Common Stock as determined on the date the Option is granted; and (ii) in no event shall the Option Price per share of any Option be less than the par value, if any, per share of the Common Stock. Notwithstanding the
foregoing, the Administrator may in its discretion authorize the grant of substitute or assumed options of an acquired entity with an Option Price not equal to 100% of the Fair Market Value of the stock on the date of grant, if the terms of such
substitution or assumption otherwise comply, to the extent deemed applicable, with Code Section 409A and/or Code Section 424(a). 

  
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 (c) Date of Grant: An Option shall be considered to be granted on the date that the
Administrator acts to grant the Option, or on such later date as may be established by the Administrator in accordance with Applicable Law. 

(d) Option Period and Limitations on the Right to Exercise Options: 

(i) The Option Period shall be determined by the Administrator at the time the Option is granted and shall be stated in the
Award Agreement. The Option Period shall not extend more than 10 years from the date on which the Option is granted. Any Option or portion thereof not exercised before expiration of the Option Period shall terminate. The period or periods during
which, and the terms and conditions pursuant to which, an Option may vest and become exercisable shall be determined by the Administrator in its discretion, subject to the terms of the Plan (including but not limited to the provisions of
Section 3(c) herein). 
 (ii) An Option may be exercised by giving written notice to the Company in form acceptable to
the Administrator at such place and subject to such conditions as may be established by the Administrator or its designee. Such notice shall specify the number of shares to be purchased pursuant to an Option and the aggregate purchase price to be
paid therefor and shall be accompanied by payment of such purchase price. Unless an Award Agreement provides otherwise, such payment shall be in the form of cash or cash equivalent; provided that, except where prohibited by the Administrator or
Applicable Law (and subject to such terms and conditions as may be established by the Administrator), payment may also be made: 

(A) By delivery (by either actual delivery or attestation) of shares of Common Stock owned by the Participant for such time
period, if any, as may be determined by the Administrator; 
 (B) By shares of Common Stock withheld upon exercise; 

(C) By delivery of written notice of exercise to the Company and delivery to a broker of written notice of exercise and
irrevocable instructions to promptly deliver to the Company the amount of sale or loan proceeds to pay the Option Price; 

(D) By such other payment methods as may be approved by the Administrator and which are acceptable under Applicable Law; or

 (E) By any combination of the foregoing methods. 

Shares delivered or withheld in payment on the exercise of an Option shall be valued at their Fair Market Value on the date of exercise, as
determined by the Administrator or its designee. 
 (iii) The Administrator shall determine the extent, if any, to which a
Participant may have the right to exercise an Option following termination of the Participant’s employment or service with the Company. Such rights, if any, shall be subject to the sole discretion of the Administrator, shall be stated in the
individual Award Agreement, need not be uniform among all Options issued pursuant to this Section 7, and may reflect distinctions based on the reasons for termination of employment or service. 

(e) Nontransferability of Options: Options shall not be transferable (including by sale, assignment, pledge or hypothecation) other
than by will or the laws of intestate succession, except for transfers if and to the extent permitted by the Administrator in a manner consistent with the registration provisions of the Securities Act. Except as may be permitted by the preceding, an
Option shall be exercisable during the Participant’s lifetime only by him or by his guardian or legal representative. The designation of a beneficiary in accordance with the Plan does not constitute a transfer. 

  
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	8.	Stock Appreciation Rights 

 (a) Grant of SARs: Subject to the limitations of the
Plan, the Administrator may in its discretion grant SARs to such eligible Participants, in such numbers, upon such terms and at such times as the Administrator shall determine. SARs may be granted to the holder of an Option (a “Related
Option”) with respect to all or a portion of the shares of Common Stock subject to the Related Option (a “Related SAR”) or may be granted separately to an eligible individual (a “Freestanding SAR”). The
Base Price per share of an SAR shall be no less than 100% of the Fair Market Value per share of the Common Stock on the date the SAR is granted. Notwithstanding the foregoing, the Administrator may in its discretion authorize the grant of substitute
or assumed SARs of an acquired entity with a Base Price per share not equal to at least 100% of the Fair Market Value of the stock on the date of grant, if the terms of such substitution or assumption otherwise comply, to the extent deemed
applicable, with Code Section 409A and/or Code Section 424(a). An SAR shall be considered to be granted on the date that the Administrator acts to grant the SAR, or on such other date as may be established by the Administrator in
accordance with Applicable Law. 
 (b) Related SARs: A Related SAR may be granted either concurrently with the grant of the Related
Option or at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such Related Option. The Base Price of a Related SAR shall be equal to the Option Price of the Related Option. Related SARs shall be
exercisable only at the time and to the extent that the Related Option is exercisable (and may be subject to such additional limitations on exercisability as the Administrator may provide in an Award Agreement), and in no event after the complete
termination or full exercise of the Related Option. Upon the exercise of a Related SAR granted in connection with a Related Option, the Option shall be canceled to the extent of the number of shares as to which the SAR is exercised, and upon the
exercise of a Related Option, the Related SAR shall be canceled to the extent of the number of shares as to which the Related Option is exercised or surrendered. 

(c) Freestanding SARs: An SAR may be granted without relationship to an Option (as defined above, a “Freestanding
SAR”) and, in such case, will be exercisable upon such terms and subject to such conditions as may be determined by the Administrator, subject to the terms of the Plan. 

(d) Exercise of SARs: 

(i) Subject to the terms of the Plan (including but not limited to Section 3(c) herein), SARs shall be vested and
exercisable in whole or in part upon such terms and conditions as may be established by the Administrator. The period during which an SAR may be exercisable shall not exceed 10 years from the date of grant or, in the case of Related SARs, such
shorter Option Period as may apply to the Related Option. Any SAR or portion thereof not exercised before expiration of the period established by the Administrator shall terminate. 

(ii) SARs may be exercised by giving written notice to the Company in form acceptable to the Administrator at such place and
subject to such terms and conditions as may be established by the Administrator or its designee. Unless the Administrator determines otherwise, the date of exercise of an SAR shall mean the date on which the Company shall have received proper notice
from the Participant of the exercise of such SAR. 

  
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 (iii) The Administrator shall determine the extent, if any, to which a
Participant may have the right to exercise an SAR following termination of the Participant’s employment or service with the Company. Such rights, if any, shall be determined in the sole discretion of the Administrator, shall be stated in the
individual Award Agreement, need not be uniform among all SARs issued pursuant to this Section 8, and may reflect distinctions based on the reasons for termination of employment or service. 

(e) Payment Upon Exercise: Subject to the limitations of the Plan, upon the exercise of an SAR, a Participant shall be entitled to
receive payment from the Company in an amount determined by multiplying (i) the excess, if any, of the Fair Market Value of a share of Common Stock on the date of exercise of the SAR over the Base Price of the SAR by (ii) the number of
shares of Common Stock with respect to which the SAR is being exercised. The consideration payable upon exercise of an SAR shall be paid in cash, shares of Common Stock (valued at Fair Market Value on the date of exercise of the SAR) or a
combination of cash and shares of Common Stock, as determined by the Administrator. 
 (f) Nontransferability: Unless the
Administrator determines otherwise, SARs shall not be transferable (including by sale, assignment, pledge or hypothecation) other than by will or the laws of intestate succession, except for transfers if and to the extent permitted by the
Administrator in a manner consistent with the registration provisions of the Securities Act. Except as may be permitted by the preceding sentence, SARs may be exercised during the Participant’s lifetime only by him or by his guardian or legal
representative. The designation of a beneficiary in accordance with the Plan does not constitute a transfer. 
  

	9.	Restricted Awards 

 (a) Grant of Restricted Awards: Subject to the limitations of
the Plan, the Administrator may in its discretion grant Restricted Awards to such Participants, for such numbers of shares of Common Stock, upon such terms and at such times as the Administrator shall determine. Such Restricted Awards may be in the
form of Restricted Stock Awards and/or Restricted Stock Units that are subject to certain conditions, which conditions must be met in order for the Restricted Award to vest and be earned (in whole or in part) and no longer subject to forfeiture.
Restricted Stock Awards shall be payable in shares of Common Stock. Restricted Stock Units shall be payable in cash or shares of Common Stock, or partly in cash and partly in shares of Common Stock, in accordance with the terms of the Plan and the
discretion of the Administrator. Subject to the provisions of Section 3(c) herein, the Administrator shall determine the nature, length and starting date of the period, if any, during which a Restricted Award may be earned (the
“Restriction Period”), and shall determine the conditions which must be met in order for a Restricted Award to be granted or to vest or be earned (in whole or in part), which conditions may include, but are not limited to, payment
of a stipulated purchase price, attainment of performance objectives, continued service or employment for a certain period of time, a combination of attainment of performance objectives and continued service, Retirement, Disability, death or any
combination of such conditions. In the case of Restricted Awards based upon performance criteria, or a combination of performance criteria and continued service, the Administrator shall determine the Performance Measures applicable to such
Restricted Awards (subject to Section 1(ff)).  
 (b) Vesting of Restricted Awards: Subject to the terms of the Plan (and
taking into account any Code Section 409A considerations), the Administrator shall have sole authority to determine whether and to what degree Restricted Awards have vested and been earned and are payable and to establish and interpret the
terms and conditions of Restricted Awards. 

  
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 (c) Termination of Employment or Service; Forfeiture: Unless the Administrator determines
otherwise, if the employment or service of a Participant shall be terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary) and all or any part of a Restricted Award has not vested or been earned
pursuant to the terms of the Plan and related Award Agreement, such Award, to the extent not then vested or earned, shall be forfeited immediately upon such termination and the Participant shall have no further rights with respect thereto. 

(d) Share Certificates; Escrow: Unless the Administrator determines otherwise, a certificate or certificates representing the shares of
Common Stock subject to a Restricted Stock Award shall be issued in the name of the Participant (or, in the case of uncertificated shares, other written evidence of ownership in accordance with Applicable Law shall be provided) after the Award has
been granted. Notwithstanding the foregoing, the Administrator may require that (i) a Participant deliver the certificate(s) (or other instruments) for such shares to the Administrator or its designee to be held in escrow until the Restricted
Stock Award vests and is no longer subject to a substantial risk of forfeiture (in which case the shares will be promptly released to the Participant) or is forfeited (in which case the shares shall be returned to the Company); and/or (ii) a
Participant deliver to the Company a stock power, endorsed in blank (or similar instrument), relating to the shares subject to the Restricted Stock Award which are subject to forfeiture. Unless the Administrator determines otherwise, a certificate
or certificate representing shares of Common Stock issuable pursuant to a Restricted Stock Unit shall be issued in the name of the Participant (or, in the case of uncertificated shares, other written evidence of ownership in accordance with
Applicable Law shall be provided) promptly after the Award (or portion thereof) has vested and is distributable. 
 (e)
Nontransferability: Unless the Administrator determines otherwise, Restricted Awards that have not vested shall not be transferable (including by sale, assignment, pledge or hypothecation) other than transfers by will or the laws of intestate
succession, and the recipient of a Restricted Award shall not sell, transfer, assign, pledge or otherwise encumber shares subject to the Award until the Restriction Period has expired and until all conditions to vesting have been met. The
designation of a beneficiary in accordance with the Plan does not constitute a transfer. 
  

	10.	Phantom Stock Awards 

 (a) Grant of Phantom Stock Awards: Subject to the terms of
the Plan, the Administrator may in its discretion grant Phantom Stock Awards to such eligible Participants, in such numbers, upon such terms and at such times as the Administrator shall determine. A Phantom Stock Award is an Award to a Participant
of a number of hypothetical share units with respect to shares of Common Stock, with a value based on the Fair Market Value of a share of Common Stock. 

(b) Vesting of Phantom Stock Awards: Subject to the terms of the Plan (and taking into account any Code Section 409A
considerations), the Administrator shall have sole authority to determine whether and to what degree Phantom Stock Awards have vested and are payable and to interpret the terms and conditions of Phantom Stock Awards. 

(c) Termination of Employment or Service; Forfeiture: Unless the Administrator determines otherwise (taking into account any Code
Section 409A considerations), if the employment or service of a Participant shall be terminated for any reason (whether by the Company or the Participant and whether voluntary or involuntary) and all or any part of a Phantom Stock Award has not
vested and become payable pursuant to the terms of the Plan and related Award Agreement, such Award, to the extent not then vested or earned, shall be forfeited immediately upon such termination and the Participant shall have no further rights with
respect thereto. 

  
 13 








 (d) Payment of Phantom Stock Awards: Upon vesting of all or a part of a Phantom Stock
Award and satisfaction of such other terms and conditions as may be established by the Administrator, the Participant shall be entitled to a payment of an amount equal to the Fair Market Value of one share of Common Stock with respect to each such
Phantom Stock unit which has vested and is payable. Payment may be made, in the discretion of the Administrator, in cash or in shares of Common Stock valued at their Fair Market Value on the applicable vesting date or dates (or other date or dates
determined by the Administrator), or in a combination thereof. Payment may be made in a lump sum or upon such terms as may be established by the Administrator (taking into account any Code Section 409A considerations). 

(e) Nontransferability: Unless the Administrator determines otherwise, (i) Phantom Stock Awards shall not be transferable
(including by sale, assignment, pledge or hypothecation) other than transfers by will or the laws of intestate succession and (ii) shares of Common Stock (if any) subject to a Phantom Stock Award may not be sold, transferred, assigned, pledged
or otherwise encumbered until the Phantom Stock Award has vested and all other conditions established by the Administrator have been met. The designation of a beneficiary in accordance with the Plan does not constitute a transfer. 

 

	11.	Other Stock-Based Awards 

 The Administrator shall have the authority to grant Other
Stock-Based Awards to one or more eligible Participants. Such Other Stock-Based Awards may be valued in whole or in part by reference to, or otherwise based on or related to, shares of Common Stock or Awards for shares of Common Stock, including but
not limited to Other Stock-Based Awards granted in lieu of bonus, salary or other compensation, Other Stock-Based Awards granted with vesting or performance conditions, and/or Other Stock-Based Awards granted without being subject to vesting or
performance conditions. Subject to the provisions of the Plan, the Administrator shall determine the number of shares of Common Stock to be awarded to a Participant under (or otherwise related to) such Other Stock-Based Awards; whether such Other
Stock-Based Awards shall be settled in cash, shares of Common Stock or a combination of cash and shares of Common Stock; and the other terms and conditions of such Awards. Unless the Administrator determines otherwise, (i) Other Stock-Based
Awards shall not be transferable (including by sale, assignment, pledge or hypothecation) other than transfers by will or the laws of intestate succession, and (ii) shares of Common Stock (if any) subject to an Other Stock-Based Award may not
be sold, transferred, assigned, pledged or otherwise encumbered until the Other Stock-Based Award has vested and all other conditions established by the Administrator have been met. The designation of a beneficiary in accordance with the Plan does
not constitute a transfer. 
  

	12.	Dividends and Dividend Equivalents 

 The Administrator may, in its sole discretion,
provide that Awards other than Options and SARs earn dividends or dividend equivalents. Such dividends or dividend equivalents may be paid currently or may be credited to a Participant’s account. Any crediting of dividends or dividend
equivalents may be subject to such additional restrictions and conditions as the Administrator may establish, including reinvestment in additional shares of Common Stock or share equivalents. Notwithstanding the other provisions herein, any
dividends or dividend equivalents related to an Award shall be structured in a manner so as to avoid causing the Award and related dividends or dividend equivalents to be subject to Code Section 409A or shall otherwise be structured so that the
Award and dividends or dividend equivalents are in compliance with Code Section 409A. 

  
 14 









	13.	Change of Control 

 Notwithstanding any other provision in the Plan to the contrary (and
unless an individual employment agreement in effect prior to the Effective Date provides otherwise), the following provisions shall apply in the event of a Change of Control: 

(a) To the extent that the successor or surviving company in the Change of Control event does not assume or substitute for an Award (or in
which the Company is the ultimate parent corporation and does not continue the Award) on substantially similar terms or with substantially equivalent economic benefits (as determined by the Administrator) as Awards outstanding under the Plan
immediately prior to the Change of Control event, (i) all outstanding Options and SARs shall become fully vested and exercisable, whether or not then otherwise vested and exercisable; and (ii) any restrictions, including but not limited to
the Restriction Period or performance criteria applicable to any outstanding Award other than Options or SARs shall be deemed to have been met, and such Awards shall become fully vested, earned and payable to the fullest extent of the original grant
of the applicable Award. 
 (b) Further, in the event that an Award is substituted, assumed or continued as provided in Section 13(a)
herein, the Award will nonetheless become vested (and, in the case of Options and SARs, exercisable) in full and any restrictions, including but not limited to the Restriction Period, Performance Period and/or performance criteria applicable to any
outstanding Award other than Options or SARs shall be deemed to have been met, and such Awards shall become fully vested, earned and payable to the fullest extent of the original award (or, in the case of performance-based Awards the earning of
which is based on attaining a target level of performance, such Awards shall be deemed earned at target), if the employment or service of the Participant is terminated within six months before (in which case vesting shall not occur until the
effective date of the Change of Control) or one year (or such other period after a Change of Control as may be stated in a Participant’s employment agreement, change in control agreement or similar agreement, if applicable) after the effective
date of a Change of Control if such termination of employment or service (i) is by the Company not for Cause or (ii) if an Award Agreement so provides, is by the Participant for Good Reason. For clarification, for the purposes of this
Section 13, the “Company” shall include any successor to the Company. 
  

	14.	Withholding 

 The Company shall withhold all required local, state, federal, foreign and
other taxes and any other amount required to be withheld by any governmental authority or law from any amount payable in cash with respect to an Award. Prior to the delivery or transfer of any certificate for shares or any other benefit conferred
under the Plan, the Company shall require any Participant or other person to pay to the Company in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Company to such authority for
the account of such recipient. Notwithstanding the foregoing, the Administrator may in its discretion establish procedures to permit a recipient to satisfy such obligation in whole or in part, and any local, state, federal, foreign or other income
tax obligations relating to such an Award, by electing (the “election”) to have the Company withhold shares of Common Stock from the shares to which the recipient is otherwise entitled. The number of shares to be withheld shall have
a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in writing to the Administrator in
accordance with election procedures established by the Administrator. 
  

	15.	Amendment and Termination of the Plan and Awards 

 (a) Amendment and Termination of
Plan: The Plan may be amended, altered, suspended and/or terminated at any time by the Board; provided, that (i) approval of an amendment to the Plan by the stockholders of the Company shall be required to the extent, if any, that
stockholder approval of such amendment is required by Applicable Law; and (ii) except for adjustments made pursuant to Section 5(c) the Company may not, without obtaining stockholder approval, (A) amend the terms of outstanding
Options or SARs to reduce the Option Price or Base Price of such outstanding Options or SARs; (B) exchange outstanding Options or SARs for cash, for Options or SARs with an Option Price or Base Price that is less than the Option Price or Base
Price of the original Option or SAR, or for other equity awards at a time when the original Option or SAR has an Option Price or Base Price, as the case may be, above the Fair Market Value of the Common Stock; or (C) take other action with
respect to Options or SARs that would be treated as a repricing under the rules of the principal stock exchange on which shares of the Common Stock are listed. 

  
 15 








 (b) Amendment and Termination of Awards: The Administrator may amend, alter, suspend
and/or terminate any Award granted under the Plan, prospectively or retroactively, but (except as otherwise provided in Section 15(c)) such amendment, alteration, suspension or termination of an Award shall not, without the written consent of
the recipient of an outstanding Award, materially adversely affect the rights of the recipient with respect to the Award. 
 (c)
Amendments to Comply with Applicable Law: Notwithstanding Section 15(a) and Section 15(b) herein, the following provisions shall apply: 

(i) The Administrator shall have unilateral authority to amend the Plan and any Award (without Participant consent) to the
extent necessary to comply with Applicable Law or changes to Applicable Law (including but in no way limited to Code Section 409A, Code Section 422 and federal securities laws). 

(ii) The Administrator shall have unilateral authority to make adjustments to the terms and conditions of Awards in recognition
of unusual or nonrecurring events affecting the Company or any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in Applicable Law, or accounting principles, if the Administrator determines that such adjustments
are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or necessary or appropriate to comply with applicable accounting principles or Applicable Law. 

 

	16.	Restrictions on Awards and Shares; Compliance with Applicable Law 

 (a) General:
As a condition to the issuance and delivery of Common Stock hereunder, or the grant of any benefit pursuant to the Plan, the Company may require a Participant or other person at any time and from time to time to become a party to an Award Agreement,
other agreement(s) restricting the transfer, purchase, repurchase and/or voting of shares of Common Stock of the Company, and any employment agreements, consulting agreements, noncompetition agreements, confidentiality agreements, nonsolicitation
agreements, nondisparagement agreements or other agreements imposing such restrictions as may be required by the Company. In addition, without in any way limiting the effect of the foregoing, each Participant or other holder of shares issued under
the Plan shall be permitted to transfer such shares only if such transfer is in accordance with the Plan, the Award Agreement, and any other applicable agreements and Applicable Law. The acquisition of shares of Common Stock under the Plan by a
Participant or any other holder of shares shall be subject to, and conditioned upon, the agreement of the Participant or other holder of such shares to the restrictions described in the Plan, the Award Agreement and any other applicable agreements
and Applicable Law. 

  
 16 








 (b) Compliance with Applicable Laws, Rules and Regulations: The Company may impose such
restrictions on Awards, shares of Common Stock and any other benefits underlying Awards hereunder as it may deem advisable, including without limitation restrictions under the federal securities laws, the requirements of any stock exchange or
similar organization and any blue sky, state or foreign securities or other laws applicable to such securities. Notwithstanding any other Plan provision to the contrary, the Company shall not be obligated to issue, deliver or transfer shares of
Common Stock under the Plan, make any other distribution of benefits under the Plan, or take any other action, unless such delivery, distribution or action is in compliance with Applicable Law (including but not limited to the requirements of the
Securities Act). The Company will be under no obligation to register shares of Common Stock or other securities with the Securities and Exchange Commission or to effect compliance with the exemption, registration, qualification or listing
requirements of any state securities laws, stock exchange or similar organization, and the Company will have no liability for any inability or failure to do so. The Company may cause a restrictive legend or legends to be placed on any certificate
issued pursuant to an Award hereunder in such form as may be prescribed from time to time by Applicable Law or as may be advised by legal counsel. 
  

	17.	No Right or Obligation of Continued Employment or Service or to Awards; Compliance with the Plan 


Neither the Plan, an Award, an Award Agreement nor any other action related to the Plan shall confer upon a Participant any right to continue
in the employ or service of the Company or an Affiliate as an Employee, Director or Independent Contractor, or to interfere in any way with the right of the Company or an Affiliate to terminate the Participant’s employment or service at any
time. Except as otherwise provided in the Plan, an Award Agreement or as may be determined by the Administrator, all rights of a Participant with respect to an Award shall terminate upon the termination of the Participant’s employment or
service. In addition, no person shall have any right to be granted an Award, and the Company shall have no obligation to treat Participants or Awards uniformly. By participating in the Plan, each Participant shall be deemed to have accepted all of
the conditions of the Plan and the terms and conditions of any rules and regulations adopted by the Administrator and shall be fully bound thereby. Any Award granted hereunder is not intended to be compensation of a continuing or recurring nature,
or part of a Participant’s normal or expected compensation, and in no way represents any portion of a Participant’s salary, compensation, or other remuneration for purposes of pension benefits, severance, redundancy, resignation or any
other purpose. 
  

	18.	General Provisions 

 (a) Stockholder Rights: Except as otherwise determined by the
Administrator (and subject to the provisions of Section 9(d) regarding Restricted Awards), a Participant and his legal representative, legatees or distributees shall not be deemed to be the holder of any shares of Common Stock subject to an
Award and shall not have any rights of a stockholder unless and until certificates for such shares have been issued and delivered to him or them under the Plan. A certificate or certificates for shares of Common Stock acquired upon exercise of an
Option or SAR shall be issued in the name of the Participant or his beneficiary and distributed to the Participant or his beneficiary (or, in the case of uncertificated shares, other written notice of ownership in accordance with Applicable Law
shall be provided) as soon as practicable following receipt of notice of exercise and, with respect to Options, payment of the Option Price (except as may otherwise be determined by the Company in the event of payment of the Option Price pursuant to
Section 7(d)(ii)(C)). Except as otherwise provided in Section 9(d) regarding Restricted Stock Awards or otherwise determined by the Administrator, a certificate for any shares of Common Stock issuable pursuant to a Restricted Award,
Phantom Stock Award or Other Stock-Based Award shall be issued in the name of the Participant or his beneficiary and distributed to the Participant or his beneficiary (or, in the case of uncertificated shares, other written notice of ownership in
accordance with Applicable Law shall be provided) after the Award (or portion thereof) has vested and been earned. 
 (b)
Section 16(b) Compliance: To the extent that any Participants in the Plan are subject to Section 16(b) of the Exchange Act, it is the general intention of the Company that transactions under the Plan shall comply with Rule 16b-3
under the Exchange Act and that the Plan shall be construed in favor of such Plan transactions meeting the requirements of Rule 16b-3 or any successor rules thereto. 

  
 17 








 
Notwithstanding anything in the Plan to the contrary, the Administrator, in its sole and absolute discretion, may bifurcate the Plan so as to restrict, limit or condition the use of any provision
of the Plan to Participants who are officers or directors subject to Section 16 of the Exchange Act without so restricting, limiting or conditioning the Plan with respect to other Participants. 

(c) Unfunded Plan; No Effect on Other Plans: 

(i) The Plan shall be unfunded, and the Company shall not be required to create a trust or segregate any assets that may at any
time be represented by Awards under the Plan. The Plan shall not establish any fiduciary relationship between the Company and any Participant or other person. Neither a Participant nor any other person shall, by reason of the Plan, acquire any right
in or title to any assets, funds or property of the Company or any Affiliate, including, without limitation, any specific funds, assets or other property which the Company or any Affiliate, in their discretion, may set aside in anticipation of a
liability under the Plan. A Participant shall have only a contractual right to shares of Common Stock or other amounts, if any, payable under the Plan, unsecured by any assets of the Company or any Affiliate. Nothing contained in the Plan shall
constitute a guarantee that the assets of such entities shall be sufficient to pay any benefits to any person. 
 (ii) The
amount of any compensation deemed to be received by a Participant pursuant to an Award shall not constitute compensation with respect to which any other employee benefits of such Participant are determined, including, without limitation, benefits
under any bonus, pension, profit sharing, life insurance or salary continuation plan, except as otherwise specifically provided by the terms of such plan or as may be determined by the Administrator. 

(iii) The adoption of the Plan shall not affect any other stock incentive or other compensation plans in effect for the Company
or any Affiliate, nor shall the Plan preclude the Company from establishing any other forms of stock incentive or other compensation for employees or service providers of the Company or any Affiliate. 

(d) Governing Law: The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to
the conflict of laws provisions of any state, and in accordance with applicable federal laws of the United States. 
 (e) Beneficiary
Designation: The Administrator may, in its discretion, permit a Participant to designate in writing a person or persons as beneficiary, which beneficiary shall be entitled to receive settlement of Awards (if any) to which the Participant is
otherwise entitled in the event of death. In the absence of such designation by a Participant, and in the event of the Participant’s death, the estate of the Participant shall be treated as beneficiary for purposes of the Plan, unless the
Administrator determines otherwise. The Administrator shall have discretion to approve and interpret the form or forms of such beneficiary designation. A beneficiary, legal guardian, legal representative or other person claiming any rights pursuant
to the Plan is subject to all terms and conditions of the Plan and any Award Agreement applicable to the Participant, except to the extent that the Plan and/or Award Agreement provide otherwise, and to any additional restrictions deemed necessary or
appropriate by the Administrator. 
 (f) Gender and Number: Except where otherwise indicated by the context, words in any gender
shall include any other gender, words in the singular shall include the plural and words in the plural shall include the singular. 

  
 18 








 (g) Severability: If any provision of the Plan shall be held illegal or invalid for any
reason, such illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included. 

(h) Rules of Construction: Headings are given to the sections of the Plan solely as a convenience to facilitate reference. The
reference to any statute, regulation or other provision of law shall (unless the Administrator determines otherwise) be construed to refer to any amendment to or successor of such provision of law. 

(i) Successors and Assigns: The Plan shall be binding upon the Company, its successors and assigns, and Participants, their executors,
administrators and permitted transferees and beneficiaries. 
 (j) Award Agreement: The grant of any Award under the Plan shall be
evidenced by an Award Agreement between the Company and the Participant. Such Award Agreement may state terms, conditions and restrictions applicable to the Award and any may state such other terms, conditions and restrictions, including but not
limited to terms, conditions and restrictions applicable to shares of Common Stock (or other benefits) subject to an Award, as may be established by the Administrator. 

(k) Right of Offset: Notwithstanding any other provision of the Plan or an Award Agreement, the Company may at any time (subject to any
Code Section 409A considerations) reduce the amount of any payment or benefit otherwise payable to or on behalf of a Participant by the amount of any obligation of the Participant to or on behalf of the Company or an Affiliate that is or
becomes due and payable. 
 (l) Uncertified Shares: Notwithstanding anything in the Plan to the contrary, to the extent the Plan
provides for the issuance of stock certificates to reflect the issuance of shares of Common Stock, the issuance may, in the Company’s discretion, be effected on a non-certificated basis, to the extent not prohibited by the Company’s
certificate of incorporation or bylaws or by Applicable Law (including but not limited to applicable state corporate law and the applicable rules of any stock exchange on which the Common Stock may be traded). 

(m) Income and Other Taxes: Participants are solely responsible and liable for the satisfaction of all taxes and penalties that may
arise in connection with Awards (including but not limited to any taxes arising under Code Section 409A), and the Company shall not have any obligation to indemnify or otherwise hold any Participant harmless from any or all of such taxes. The
Company shall have no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for a Participant or any other person. 

(n) Effect of Certain Changes in Status: Notwithstanding the other terms of the Plan or an Award Agreement, the Administrator has sole
discretion to determine (taking into account any Code Section 409A considerations), at the time of grant of an Award or at any time thereafter, the effect, if any, on Awards (including but not limited to modifying the vesting, exercisability
and/or earning of Awards) granted to a Participant if the Participant’s status as an Employee, Director or Independent Contractor changes, including but not limited to a change from full-time to part-time, or vice versa, or if other similar
changes in the nature or scope of the Participant’s employment or service occur. 
 (o) Deferrals: The Administrator may permit
or require a Participant to defer such Participant’s receipt of the payment of cash or the delivery of shares of Common Stock that would otherwise be payable with respect to an Award. Any such deferral shall be subject to such terms and
conditions as may be established by the Administrator and to any applicable Code Section 409A requirements. 

  
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 (p) Fractional Shares: Except as otherwise provided in an Award Agreement or determined by
the Administrator, (i) the total number of shares issuable pursuant to the exercise, vesting or earning of an Award shall be rounded down to the nearest whole share, and (ii) no fractional shares shall be issued. The Administrator may, in
its discretion, determine that a fractional share shall be settled in cash. 
 (q) Compliance with Recoupment, Ownership and Other
Policies or Agreements: Notwithstanding anything in the Plan to the contrary, the Administrator may, at any time, consistent with, but without limiting, the authority granted in Section 3(b) herein, in its discretion provide that an Award
or benefits related to an Award shall be forfeited and/or recouped if the Participant, during employment or service or following termination of employment or service for any reason, engages in certain specified conduct, including but not limited to
violation of policies of the Company or an Affiliate, breach of non-solicitation, noncompetition, confidentiality or other restrictive covenants, or other conduct by the Participant that is determined by the Administrator to be detrimental to the
business or reputation of the Company or any Affiliate. In addition, without limiting the effect of the foregoing, as a condition to the grant of an Award or receipt or retention of shares of Common Stock, cash or any other benefit under the Plan,
the Administrator may, at any time, require that a Participant agree to abide by any equity retention policy, stock ownership guidelines, compensation recovery policy and/or other policies adopted by the Company or an Affiliate, each as in effect
from time to time and to the extent applicable to the Participant. Further, each Participant shall be subject to such compensation recovery, recoupment, forfeiture or other similar provisions as may apply under Applicable Law. 

 

	19.	Compliance with Code Section 409A 

 Notwithstanding any other provision in the Plan
or an Award Agreement to the contrary, if and to the extent that Code Section 409A is deemed to apply to the Plan or any Award, it is the general intention of the Company that the Plan and all such Awards shall, to the extent practicable,
comply with, or be exempt from, Code Section 409A, and the Plan and any such Award Agreement shall, to the extent practicable, be construed in accordance therewith. Deferrals of shares or any other benefit issuable pursuant to an Award
otherwise exempt from Code Section 409A in a manner that would cause Code Section 409A to apply shall not be permitted unless such deferrals are in compliance with, or exempt from, Code Section 409A. In the event that the Company (or
a successor thereto) has any stock which is publicly traded on an established securities market or otherwise, distributions that are subject to Code Section 409A to any Participant who is a “specified employee” (as defined under Code
Section 409A) upon a separation from service may only be made following the expiration of the six-month period after the date of separation from service (with such distributions to be made during the seventh month following separation of
service), or, if earlier than the end of the six-month period, the date of death of the specified employee, or as otherwise permitted under Code Section 409A. For purposes of Code Section 409A, each installment payment provided under the
Plan or an Award Agreement shall be treated as a separate payment. Without in any way limiting the effect of any of the foregoing, (i) in the event that Code Section 409A requires that any special terms, provisions or conditions be
included in the Plan or any Award Agreement, then such terms, provisions and conditions shall, to the extent practicable, be deemed to be made a part of the Plan or Award Agreement, as applicable, and (ii) terms used in the Plan or an Award
Agreement shall be construed in accordance with Code Section 409A if and to the extent required. Further, in the event that the Plan or any Award shall be deemed not to comply with Code Section 409A, then neither the Company, the
Administrator nor its or their designees or agents shall be liable to any Participant or other person for actions, decisions or determinations made in good faith. 

[Signature Page To Follow] 

  
 20 








 IN WITNESS WHEREOF, this Catalyst Biosciences, Inc. 2016 Inducement Stock Incentive Plan is, by
the authority of the Board of Directors of the Company, executed in behalf of the Company, the 15th day of April, 2016. 
  

			
	CATALYST BIOSCIENCES, INC.
		
	By:	 	  

	Name:	 	Nassim Usman, Ph.D.
	Title:	 	President and Chief Executive Officer


  

			
	ATTEST:
		
	By:	 	  

	Name:	 	Fletcher Payne
	Title:	 	Chief Financial Officer


  
 21 








 CATALYST BIOSCIENCES, INC. 

2016 INDUCEMENT STOCK INCENTIVE PLAN 

Nonqualified Stock Option Agreement 

(Employees) 
 THIS
AGREEMENT (together with Schedule A attached hereto, the “Agreement”), effective as of the date specified as the “Grant Date” on Schedule A attached hereto, is between CATALYST BIOSCIENCES, INC., a Delaware corporation (the
“Company”), and the individual identified on Schedule A attached hereto, an Employee of the Company or an Affiliate (the “Participant”). 

R E C I T A L S : 
 As a
material inducement to the decision by the Participant to accept employment with the Company or an Affiliate, and in consideration of the services of the Participant and such other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Participant hereby agree as follows: 
 1. Incorporation of Plan. The rights and
duties of the Company and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the this Agreement and the Catalyst Biosciences, Inc. 2016 Inducement Stock Incentive Plan, as it may be hereafter
amended (the “Plan”), the terms of which are incorporated herein by reference. In the event of any conflict between the provisions in this Agreement and those of the Plan, the provisions of the Plan shall govern, unless the Administrator
determines otherwise. Unless otherwise defined herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan. 

2. Grant of Option; Term of Option. The Company hereby grants to the Participant pursuant to the Plan, as a matter of separate
inducement and agreement in connection with his or her employment with or service to the Company, and not in lieu of any salary or other compensation for his or her services, the right and option (the “Option”) to purchase all or any part
of such aggregate number of shares (the “Shares”) of common stock of the Company (the “Common Stock”) at a purchase price (the “Option Price”) as specified on Schedule A, attached hereto, and subject to such other terms
and conditions as may be stated herein or in the Plan or on Schedule A. The Participant expressly acknowledges that the terms of Schedule A shall be incorporated herein by reference and shall constitute part of this Agreement. The Company and the
Participant further acknowledge and agree that the signatures of the Company and the Participant on the Grant Notice contained in Schedule A shall constitute their acceptance of all of the terms of this Agreement and their agreement to be bound by
the terms of this Agreement. The Option shall be designated as a Nonqualified Option, as stated on Schedule A. Except as otherwise provided in the Plan or this Agreement, this Option will expire if not exercised in full by the Expiration Date
specified on Schedule A. The Option is intended to qualify as an employment inducement grant under NASDAQ Listing Rule 5635(c)(4) and the terms and provisions of the Plan, the Agreement, including the Grant Notice, and, as applicable, Grantee’s
employment agreement or offer letter with the Company, shall be interpreted consistent with such intent. 







 3. Exercise of Option. Subject to the terms of the Plan and this Agreement, the Option
shall become exercisable on the date or dates, and subject to such conditions, as are set forth on Schedule A attached hereto. To the extent that the Option is exercisable and not exercised, the Option shall accumulate and be exercisable by the
Participant in whole or in part at any time prior to expiration of the Option, subject to the terms of the Plan and this Agreement. The Participant expressly acknowledges that the Option may vest and be exercisable only upon such terms and
conditions as are provided in this Agreement and the Plan. In addition, notwithstanding any other provision of the Agreement to the contrary, in the event that the Participant has entered into an employment agreement or similar agreement with
the Company that provides for vesting of the Option in whole or in part upon the occurrence of a change in control or termination of employment under certain conditions or other event(s), the Participant shall be entitled to the greater of the
benefits provided under the employment agreement or similar agreement or this Agreement, and such employment agreement or similar agreement shall not be construed to reduce in any way the benefits otherwise provided to the Participant under this
Agreement, or vice versa. Upon the exercise of an Option in whole or in part and payment of the Option Price in accordance with the provisions of the Plan and this Agreement, the Company shall, as soon thereafter as practicable, deliver to the
Participant a certificate or certificates for the Shares purchased. Payment of the Option Price may be made (i) in cash or by cash equivalent; and, except where prohibited by the Administrator or Applicable Law, payment may also be made
(ii) by delivery (by either actual delivery or attestation) of shares of Common Stock owned by the Participant for such time period, if any, as may be determined by the Administrator; (iii) by shares of Common Stock withheld upon exercise
but only if and to the extent that payment by such method does not result in variable accounting or other accounting consequences deemed unacceptable to the Company; (iv) by delivery of written notice of exercise to the Company and delivery to
a broker of written notice of exercise and irrevocable instructions to promptly deliver to the Company the amount of sale or loan proceeds to pay the Option Price; (v) by such other payment methods as may be approved by the Administrator and
which are acceptable under Applicable Law; or (vi) by any combination of the foregoing methods. Shares delivered or withheld in payment of the Option Price shall be valued at their Fair Market Value on the date of exercise, determined in
accordance with the terms of the Plan. 
 4. No Right of Employment or Service; Forfeiture of Option; No Right to Future Awards.
Neither the Plan, this Agreement nor any other action related to the Plan shall confer upon the Participant any right to continue in the employ or service of the Company or an Affiliate or interfere in any way with the right of the Company or an
Affiliate to terminate the Participant’s employment or service at any time. Except as otherwise provided in the Plan or this Agreement, all rights of the Participant with respect to the Option shall terminate upon termination of the
Participant’s employment or service of the Participant with the Company or an Affiliate. The grant of the Option does not create any obligation to grant further awards. 

5. Termination of Employment. Except as may be otherwise provided in the Plan or this Agreement, the Option shall not be exercised
unless the Participant is, at the time of exercise, an Employee and has been an Employee continuously since the date the Option was granted, subject to the following: 

(a) The employment relationship of the Participant shall be treated as continuing intact for any period that the Participant is
on military or sick leave or other bona fide leave of absence, provided that the period of such leave does not exceed 90 days, or, if longer, as long as the Participant’s right to reemployment is guaranteed either by statute or by contract. The
employment relationship of the Participant shall also be treated as continuing intact while the Participant is not in active service because of Disability. The Administrator shall have sole authority to determine whether the Participant is disabled
and, if applicable, the Participant’s Termination Date. 

  
 2 








 (b) Except as may be otherwise provided in the Plan or this Agreement, if the
employment of the Participant is terminated because of Disability or death, the Option may be exercised only to the extent vested and exercisable on the Participant’s Termination Date, and any unvested portion of the Option shall terminate as
of the Termination Date. The vested portion of the Option must be exercised, if at all, prior to the first to occur of the following, as applicable: (X) the close of the period of one year next succeeding the Termination Date; or (Y) the
close of the Option Period. In the event of the Participant’s death, the Option shall be exercisable by such person or persons as shall have acquired the right to exercise the Option by will or by the laws of intestate succession. 

(c) Except as may be otherwise provided in the Plan or this Agreement, if the employment of the Participant is terminated for
any reason other than Disability, death or for Cause, the Option may be exercised to the extent vested and exercisable on his or her Termination Date, and any unvested portion of the Option shall terminate as of the Termination Date. The vested
portion of the Option must be exercised, if at all, prior to the first to occur of the following, whichever shall be applicable: (X) the close of the period of three months next succeeding the Termination Date; or (Y) the close of the
Option period. If the Participant dies following such termination of employment and prior to the date specified in (X) of this subparagraph (c), the Participant shall be treated as having died while employed under subparagraph
(b) immediately preceding (treating for this purpose the Participant’s date of termination of employment as the Termination Date). In the event of the Participant’s death, the Option shall be exercisable by such person or persons as
shall have acquired the right to exercise the Option by will or by the laws of intestate succession. 
 (d) Except as may be
otherwise provided in the Plan or this Agreement, if the employment of the Participant is terminated for Cause, the Option, whether vested or unvested, shall lapse and no longer be exercisable as of his or her Termination Date, as determined by the
Administrator. 
 6. Nontransferability of Option. The Option shall not be transferable (including by sale, assignment, pledge or
hypothecation) other than by will or the laws of intestate succession, except for transfers if and to the extent permitted by the Administrator in a manner consistent with the registration provisions of the Securities Act of 1933, as amended (the
“Securities Act”). Except as may be permitted by the preceding sentence, the Option shall be exercisable during the Participant’s lifetime only by him or her or by his or her guardian or legal representative. The designation of a
beneficiary in accordance with the Plan does not constitute a transfer. 

  
 3 








 7. Superseding Agreement; Binding Effect. This Agreement supersedes any statements,
representations or agreements of the Company with respect to the grant of the Option, any other equity-based awards or any related rights, and the Participant hereby waives any rights or claims related to any such statements, representations or
agreements. This Agreement does not supersede or amend any existing confidentiality agreement, nonsolicitation agreement, noncompetition agreement, employment agreement or any other similar agreement between the Participant and the Company,
including, but not limited to, any restrictive covenants contained in such agreements. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective executors, administrators, heirs, successors and
assigns. 
 8. Governing Law. Except as otherwise provided in the Plan or herein, this Agreement shall be construed and enforced
according to the laws of the State of Delaware, without regard to the conflict of laws provisions of any state, and in accordance with applicable federal laws of the United States. 

9. Amendment; Waiver. Any amendment or modification to this Agreement shall be made in accordance with the terms of the Plan. Without
limiting the effect of the foregoing, the Administrator shall have unilateral authority to amend the Plan and this Agreement (without Participant consent) to the extent necessary to comply with Applicable Law or changes to Applicable Law (including
but in no way limited to Code Section 409A and federal securities laws). The waiver by the Company of a breach of any provision of this Agreement by the Participant shall not operate or be construed as a waiver of any subsequent breach by the
Participant. 
 10. No Rights as Stockholder. The Participant and his or her legal representatives, legatees or distributees shall
not be deemed to be the holder of any Shares subject to the Option and shall not have any rights of a stockholder unless and until certificates for such Shares have been issued and delivered to him or her or them (or, in the case of uncertificated
shares, other written notice of ownership in accordance with Applicable law shall have been provided). 
 11. Withholding; Tax
Matters. 
 (a) The Participant acknowledges that the Company shall require the Participant to pay the Company in cash
the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Company to such authority for the account of the Participant, and the Participant agrees, as a condition to the grant of the Option and
delivery of the Shares or any other benefit, to satisfy such obligations. Notwithstanding the foregoing, the Administrator may in its discretion establish procedures to permit the Participant to satisfy such obligations in whole or in part, and any
local, state, federal, foreign or other income tax obligations relating to the Option, by electing (the “election”) to have the Company withhold shares of Common Stock from the Shares to which the Participant is entitled. The number of
Shares to be withheld shall have a Fair Market Value as of the date that the amount of tax to be withheld is determined as nearly equal as possible to (but not exceeding) the amount of such obligations being satisfied. Each election must be made in
writing to the Administrator in accordance with election procedures established by the Administrator. 

  
 4 








 (b) The Participant acknowledges that he or she is solely responsible and liable
for the satisfaction of all taxes and penalties that may arise in connection with the Option (including but not limited to any taxes arising under Code Section 409A), and the Company shall not have any obligation to indemnify or otherwise hold
the Participant harmless from any or all such taxes. The Participant further acknowledges that the Company has made no warranties or representations to the Participant with respect to the tax consequences (including, but not limited to, income tax
consequences) related to the transactions contemplated by this Agreement, and the Participant is in no manner relying on the Company or its representatives for an assessment of such tax consequences. The Participant acknowledges that there may be
adverse tax consequences upon acquisition or disposition of the Shares subject to the Option and that he or she has been advised that he or she should consult with his or her own attorney, accountant, and/or tax advisor regarding the decision to
enter into this Agreement and the consequences thereof. The Participant also acknowledges that the Company has no responsibility to take or refrain from taking any actions in order to achieve a certain tax result for the Participant. 

12. Administration. The authority to construe and interpret this Agreement and the Plan, and to administer all aspects of the Plan,
shall be vested in the Administrator, and the Administrator shall have all powers with respect to this Agreement as are provided in the Plan, including but not limited to the sole authority to determine whether and to what degree the Option has
vested. Any interpretation of this Agreement by the Administrator and any decision made by it with respect to this Agreement are final and binding. 

13. Notices. Except as may be otherwise provided by the Plan or determined by the Administrator, any written notices provided for in
this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed received three business
days after mailed but in no event later than the date of actual receipt. Notices shall be directed, if to the Participant, at the Participant’s address indicated on Schedule A (or such other address as may be designated by the Participant in a
manner acceptable to the Administrator), or, if to the Company, at the Company’s principal office, attention Chief Financial Officer, Catalyst Biosciences, Inc. Notice may also be provided by electronic submission, if and to the extent
permitted by the Administrator. 
 14. Severability. The provisions of this Agreement are severable and if any one or more provisions
may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable. 

15. Restrictions on Option and Shares. The Company may impose such restrictions on the Option and the Shares or other benefits
underlying the Option as it may deem advisable, including without limitation restrictions under the federal securities laws, the requirements of any stock exchange or similar organization and any blue sky, state or foreign securities laws or other
laws applicable to such Option or Shares. Notwithstanding any other provision in the Plan or this Agreement to the contrary, the Company shall not be obligated to issue, deliver or transfer shares of Common Stock, to make any other distribution of
benefits, or to take any other action, unless such delivery, distribution or action is in compliance with Applicable Law (including but not limited to the requirements of the Securities Act). The Company is under no obligation to register the Shares
with the Securities and Exchange Commission or to effect compliance with the exemption, registration, qualification or listing requirements of any state securities laws, stock exchange or similar organization, and the Company will have no liability
for any inability or failure to do so. The Company may cause a restrictive legend or legends to be placed on any certificate for Shares issued pursuant to the exercise of the Option in such form as may be prescribed from time to time by Applicable
Law or as may be advised by legal counsel. 

  
 5 








 16. Effect of Certain Changes in Status. Notwithstanding the other terms of the Plan or
this Agreement, the Administrator has the sole discretion to determine (taking into account any Code Section 409A considerations) at any time the effect, if any, of any changes in the Participant’s status as an employee, including but not
limited to a change from full-time to part-time, or vice versa, or other similar changes in the nature or scope of the Participant’s employment, on the Option (including but not limited to modifying the vesting, exercisability and/or earning of
the Option). 
 17. Compliance with Recoupment, Ownership and Other Policies or Agreements. As a condition to receiving this Option,
the Participant agrees that he or she shall abide by all provisions of any equity retention policy, stock ownership guidelines, compensation recovery policy and/or other policies adopted by the Company, each as in effect from time to time and to the
extent applicable the Participant. In addition, the Participant shall be subject to such compensation recovery, recoupment, forfeiture or other similar provisions as may apply to him or her under Applicable Law. 

18. Counterparts; Further Instruments. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. The parties hereto agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of
this Agreement. 
 [Signatures of the Company and the Participant follow on Schedule A/Grant Notice.] 

  
 6 








 CATALYST BIOSCIENCES, INC. 

2016 INDUCEMENT STOCK INCENTIVE PLAN 

Nonqualified Stock Option Agreement 

Schedule A/Grant Notice 

1. As a material inducement to the decision by you (the “Participant”) to accept employment with Catalyst Biosciences, Inc. (the
“Company”), pursuant to the terms and conditions of the Company’s 2016 Inducement Stock Incentive Plan, as it may hereafter be amended (the “Plan”), you have been granted an option (the “Option”) to purchase
                 shares (the “Shares”) of our Common Stock as outlined below. 
  


					
	Name of Participant:	  		 	
		  	  
	 	
	Address:	  		 	
		  	  
	 	
		  		 	
		  	  
	 	
		  		 	
		  	  
	 	
		  		 	
		  	  
	 	
	Grant Date:	  		 	
		  	  
	 	
	Grant Number:	  		 	
		  	  
	 	
	Number of Shares Subject to Option:	  		 	
		  	  
	 	
	Option Price:	  	$            	 	
		  	  
	 	
	Type of Option:	  	Nonqualified Stock Option	 	
		  	  
	 	
	Expiration Date (Last day of Option Period):	  		 	
		  	  
	 	
	Vesting Schedule/Conditions:	  		 	
		  	  
	 	

 2. By my signature below, I, the Participant, hereby acknowledge receipt of this Grant Notice and the Option
Agreement (the “Agreement”) dated              , 20    , between the Participant and the Company, which is attached to this Grant Notice.
I understand that the Grant Notice and other provisions of Schedule A herein are incorporated by reference into the Agreement and constitute a part of the Agreement. By my signature below, I further agree to be bound by the terms of the Plan and
the Agreement, including but not limited to the terms of this Grant Notice and the other provisions of Schedule A contained herein. The Company reserves the right to treat the Option and the Agreement as cancelled, void and of no effect if the
Participant fails to return a signed copy of the Grant Notice within 30 days of grant date stated above. 
  

									
	Signature:	 	  
	 		 	Date:	 	  









 
			
	Agreed to by:
	
	CATALYST BIOSCIENCES, INC.
		
	By:	 	  

		 	Nassim Usman, Ph.D.
		 	Chief Executive Officer and President


  

	
	Attest:
	
	  

	Fletcher Payne
	Chief Financial Officer

 Note: If there are any discrepancies in the name or address shown above, please make the appropriate corrections on this
form and return to Catalyst Biosciences, Inc., attention Chief Financial Officer. Please retain a copy of the Agreement, including this Grant Notice, for your files.