EX-10.28



 Exhibit 10.28 

Ward – Performance RSUs 

ELOXX PHARMACEUTICALS, INC. 

PERFORMANCE 

RESTRICTED STOCK UNIT GRANT NOTICE 

(INDUCEMENT GRANT OUTSIDE OF THE 

AMENDED AND RESTATED 

SEVION THERAPEUTICS, INC. 2008 INCENTIVE COMPENSATION
PLAN) 
 As an inducement material to Participant’s entering into employment with Eloxx Pharmaceuticals, Inc.1 (the “Corporation”), the Corporation hereby awards to the individual named below (the “Participant”) a Restricted Stock Unit Award for the number of
shares of the Corporation’s Common Stock (“Restricted Stock Units”) set forth below (the “Award”). The Award is granted outside of the Corporation’s Amended and Restated 2008 Incentive
Compensation Plan (the “Plan”) but is subject to all of the terms and conditions as set forth in this notice of grant (this “Restricted Stock Unit Grant Notice”) and in the Plan (as if it had been
granted under the Plan) and the Restricted Stock Unit Agreement (the “Award Agreement”), both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not otherwise defined herein shall have
the meanings set forth in the Plan or the Award Agreement. In the event of any conflict between the terms in the Award and the Plan, the terms of the Plan shall control. 
  

			
	Participant:	  	Robert Ward
	Date of Grant:	  	December 26, 2017
	Number of Restricted Stock Units/Shares:	  	22,427

  

	Vesting Schedule:	The Restricted Stock Units shall vest upon the Corporation’s first successful completion of a Phase 2b study with respect to any indication (as determined by the Board in its reasonable discretion) prior to
the 10th anniversary of the Date of Grant, subject to Participant’s continued Service through such date. 


In addition, the Restricted Stock Units may be eligible for accelerated vesting if and to the extent provided in the Participant’s
individual employment or service agreement with the Corporation. 
  

	Issuance Schedule:	Subject to any adjustment pursuant to Article One, Section V.G. of the Plan, one share of Common Stock will be issued for each Restricted Stock Unit that vests at the time set forth in Section 6 of the Award
Agreement. 

 Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Restricted
Stock Unit Grant Notice, the Award Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Grant Notice, the Award Agreement and the Plan set forth the entire understanding between
Participant and the Corporation regarding the acquisition of the Common Stock pursuant to the Award specified above and supersede all prior oral and written agreements on the terms of this Award with the exception, if applicable, of (i) the
written employment agreement or offer letter entered into between the Company and Participant specifying the 
  

	1 	 Formerly, Sevion Therapeutics, Inc. 









 
terms that should govern this specific Award and (ii) any compensation recovery or “clawback” policy that is adopted by the Corporation or is otherwise required by applicable law.

 By accepting this Award, Participant acknowledges having received and read the Restricted Stock Unit Grant Notice, the Award Agreement and the Plan and
agrees to all of the terms and conditions set forth in these documents. By accepting this Award, Participant consents to receive Plan documents by electronic delivery and to participate in the Plan through an
on-line or electronic system established and maintained by the Corporation or another third party designated by the Corporation. 
  

									
	ELOXX PHARMACEUTICALS, INC.	 		 	PARTICIPANT
					
	By:	 	/s/ Gregory Weaver	 		 		 	/s/ Robert E. Ward
		 	Signature	 		 		 	Signature
	Title:	 	 Chief Financial Officer
	 		 	Date:	 	 March 5, 2018

	Date:	 	 March 5, 2018
	 		 		 	

 ATTACHMENTS: Award Agreement and Amended and Restated 2008 Incentive Compensation Plan








 ELOXX PHARMACEUTICALS, INC. 

INDUCEMENT GRANT OUTSIDE OF THE 

AMENDED AND RESTATED 

SEVION THERAPEUTICS, INC. 2008 INCENTIVE COMPENSATION
PLAN 
 RESTRICTED STOCK UNIT AGREEMENT 

Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) and this Restricted Stock Unit Agreement (the
“Award Agreement”) and in consideration of your services, Eloxx Pharmaceuticals, Inc.2 (the “Corporation”) has awarded you
(“Participant”) a Restricted Stock Unit Award (the “Award”) for the number of Restricted Stock Units/shares indicated in the Grant Notice. The Award is granted in compliance with NASDAQ Listing Rule
5634(c)(4) as a material inducement to you entering into employment with the Corporation. The Award is granted outside of, but subject to the terms of, the Corporation’s Amended and Restated 2008 Incentive Compensation Plan (the
“Plan”) and other relevant Plan provisions as if the Award had been granted as a Restricted Stock Unit Award under Article Two, Section IV of the Plan, provided that for the avoidance of doubt, the shares of Common Stock
issued under the Award shall not reduce and shall have no impact on the number of shares available for grant under the Plan. Capitalized terms not explicitly defined in this Award Agreement or the Grant Notice shall have the same meanings given to
them in the Plan. The terms of your Award, in addition to those set forth in the Grant Notice, are as follows. 

1.    GRANT OF THE AWARD. This Award represents
the right to be issued on a future date one share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 below) as indicated in the Grant Notice. As of the Date of
Grant, the Corporation will credit to a bookkeeping account maintained by the Corporation for your benefit (the “Account”) the number of Restricted Stock Units/shares of Common Stock subject to the Award. 

2.    VESTING. Subject to the limitations contained herein and in your Employment Agreement,
your Award will vest, if at all, in accordance with the vesting schedule provided in the Grant Notice, provided that vesting will cease upon the termination of your Service. Except as otherwise provided in the Grant Notice, upon such termination of
your Service, the Restricted Stock Units/shares of Common Stock credited to the Account that were not vested on the date of such termination will be forfeited at no cost to the Corporation and you will have no further right, title or interest in or
to such underlying shares of Common Stock. 
 3.    NUMBER OF
SHARES. The number of Restricted Stock Units/shares subject to your Award may be adjusted from time to time for events described in Article One, Section V.G. of the Plan. Any additional Restricted Stock Units, shares, cash or
other property that becomes subject to the Award pursuant to this Section 3, if any, shall be subject, in a manner determined by the Plan Administrator, to the same forfeiture restrictions, restrictions on transferability, and time and manner
of delivery as applicable to the other Restricted Stock Units and shares covered by your Award. Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock shall be created pursuant to
this Section 3. Any fraction of a share will be rounded down to the nearest whole share. 

4.    SECURITIES LAW COMPLIANCE. You may not be
issued any Common Stock under your Award unless the shares of Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, or (ii) the Corporation has determined that such issuance would be

  
  

	2 	 Formerly, Sevion Therapeutics, Inc. 



  
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exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicable laws and regulations governing the Award, and you shall not receive such Common
Stock if the Corporation determines that such receipt would not be in material compliance with such laws and regulations. 

5.    TRANSFER RESTRICTIONS. Prior to the time that shares of
Common Stock have been delivered to you, you may not transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except as expressly provided in this Section 5. For example, you may not use shares
that may be issued in respect of your Restricted Stock Units as security for a loan. The restrictions on transfer set forth herein will lapse upon delivery to you of shares in respect of your vested Restricted Stock Units. Notwithstanding the
foregoing, by delivering written notice to the Corporation, in a form satisfactory to the Corporation, you may designate a third party who, in the event of your death, shall thereafter be entitled to receive any distribution of Common Stock to which
you were entitled at the time of your death pursuant to this Award Agreement. In the absence of such a designation, your legal representative will be entitled to receive, on behalf of your estate, such Common Stock or other consideration. 

(a)    Death. Your Award is transferable by will and by the laws of descent and distribution. At your death,
vesting of your Award will cease and your executor or administrator of your estate shall be entitled to receive, on behalf of your estate, any Common Stock or other consideration that vested but was not issued before your death. 

(b)    Domestic Relations Orders. Upon receiving written permission from the Plan Administrator or its duly
authorized designee, and provided that you and the designated transferee enter into transfer and other agreements required by the Corporation, you may transfer your right to receive the distribution of Common Stock or other consideration hereunder,
pursuant to a domestic relations order or marital settlement agreement that contains the information required by the Corporation to effectuate the transfer. You are encouraged to discuss the proposed terms of any division of this Award with the
Corporation General Counsel prior to finalizing the domestic relations order or marital settlement agreement to verify that you may make such transfer, and if so, to help ensure the required information is contained within the domestic relations
order or marital settlement agreement. 
 6.    DATE OF ISSUANCE.

 (a)    The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury
Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction of the withholding obligations set forth in this Award Agreement, in the event one
or more Restricted Stock Units vests, the Corporation shall issue to you one share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) described in the Grant Notice (subject to any adjustment under
Section 3 above). The issuance date determined by this paragraph is referred to as the “Original Issuance Date”. 

(b)    If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on
the next following business day. 
 (i)    the Original Issuance Date does not occur (1) during an
“open window period” applicable to you, as determined by the Corporation in accordance with the Corporation’s then-effective policy on trading in Corporation securities, or (2) on a date when you are otherwise permitted to sell
shares of Common Stock on an established stock exchange or stock market, and 

  
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 (ii)    either (1) Withholding Taxes do not apply, or
(2) the Corporation decides, prior to the Original Issuance Date, (A) not to satisfy the Withholding Taxes by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you under this Award, and
(B) not to permit you to pay your Withholding Taxes in cash, 
 then the shares that would otherwise be issued to you on the Original Issuance Date
will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Corporation’s Common Stock in the open public market, but in no event later than
December 31 of the calendar year in which the Original Issuance Date occurs (that is, the last day of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with Treasury
Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common Stock under this Award
are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d). 

(c)    The form of delivery of the shares of Common Stock in respect of your Award (e.g., a stock
certificate or electronic entry evidencing such shares) shall be determined by the Corporation. 

7.    DIVIDENDS. You shall receive no benefit or adjustment to your Award with respect
to any cash dividend, stock dividend or other distribution that does not result from an adjustment pursuant to Article One, Section V.G. of the Plan; provided, however, that this sentence will not apply with respect to any shares of Common Stock
that are delivered to you in connection with your Award after such shares have been delivered to you. 

8.    RESTRICTIVE LEGENDS. The shares of Common Stock issued under your Award
shall be endorsed with appropriate legends as determined by the Corporation. 
 9.    EXECUTION
OF DOCUMENTS. You hereby acknowledge and agree that the manner selected by the Corporation by which you indicate your consent to your Grant Notice is also deemed to be your execution of your Grant Notice and of this
Award Agreement. You further agree that such manner of indicating consent may be relied upon as your signature for establishing your execution of any documents to be executed in the future in connection with your Award. 

10.    AWARD NOT A SERVICE
CONTRACT. 
 (a)    Nothing in this Award Agreement (including, but not limited
to, the vesting of your Award or the issuance of the shares subject to your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Award Agreement or the Plan shall: (i) confer upon you any right to
continue in the employ of, or affiliation with, the Corporation or a Parent or Subsidiary; (ii) constitute any promise or commitment by the Corporation or a Parent or Subsidiary regarding the fact or nature of future positions, future work
assignments, future compensation or any other term or condition of employment or affiliation; (iii) confer any right or benefit under this Award Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this
Award Agreement or Plan; or (iv) deprive the Corporation of the right to terminate you at will and without regard to any future vesting opportunity that you may have. 

(b)    The Corporation has the right to reorganize, sell, spin-out or
otherwise restructure one or more of its businesses or Subsidiaries at any time or from time to time, as it deems appropriate (a “reorganization”). Such a reorganization could result in the termination of your Service, or the
termination of Parent or Subsidiary status of your employer and the loss of benefits available to you 

  
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under this Award Agreement, including but not limited to, the termination of the right to continue vesting in the Award. This Award Agreement, the Plan, the transactions contemplated hereunder
and the vesting schedule set forth herein or any covenant of good faith and fair dealing that may be found implicit in any of them do not constitute an express or implied promise of continued engagement as an employee or consultant for the term of
this Award Agreement, for any period, or at all, and shall not interfere in any way with the Corporation’s right to conduct a reorganization. 

11.    WITHHOLDING OBLIGATIONS. 

(a)    On each vesting date, and on or before the time you receive a distribution of the shares underlying your
Restricted Stock Units, and at any other time as reasonably requested by the Corporation in accordance with applicable tax laws, you hereby authorize any required withholding from the Common Stock issuable to you and/or otherwise agree to make
adequate provision in cash for any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the Corporation or any a Parent or Subsidiary that arise in connection with your Award (the “Withholding
Taxes”). Specifically, pursuant to Section 11(d), you have agreed to a “same day sale” commitment with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “FINRA
Dealer”) whereby you have irrevocably agreed to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy the Withholding Taxes and whereby the FINRA Dealer committed to forward the proceeds
necessary to satisfy the Withholding Taxes directly to the Corporation and/or its Parents or Subsidiaries. If, for any reason, such “same day sale” commitment pursuant to section 11(d) does not result in sufficient proceeds to satisfy the
Withholding Taxes or would be prohibited by applicable law at the applicable time, you hereby authorize the Corporation and/or the relevant Parent or Subsidiary, or their respective agents, at their discretion, to satisfy the obligations with regard
to all Withholding Taxes by one or a combination of the following: (i) withholding from any compensation otherwise payable to you by the Corporation or any Parent or Subsidiary; (ii) causing you to tender a cash payment (which may be in
the form of a check, electronic wire transfer or other method permitted by the Corporation); or (iii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise issuable to you in connection with your Restricted
Stock Units with a fair market value (measured as of the date shares of Common Stock are issued to you) equal to the amount of such Withholding Taxes; provided, however, that the number of such shares of Common Stock so withheld will not exceed the
amount necessary to satisfy the Corporation’s required tax withholding obligations using the minimum statutory withholding rates for federal, state, local and, if applicable, foreign tax purposes, including payroll taxes, that are applicable to
supplemental taxable income; and, provided, further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such share withholding procedure will be subject to the prior
approval of the Corporation’s Compensation Committee. 
 (b)    Unless the tax withholding obligations of
the Corporation and/or any Parent or Subsidiary are satisfied, the Corporation shall have no obligation to deliver to you any Common Stock or other consideration pursuant to this Award. 

(c)    In the event the Corporation’s obligation to withhold arises prior to the delivery to you of Common
Stock or it is determined after the delivery of Common Stock to you that the amount of the Corporation’s withholding obligation was greater than the amount withheld by the Corporation, you agree to indemnify and hold the Corporation harmless
from any failure by the Corporation to withhold the proper amount. 
 12.    TAX
CONSEQUENCES. The Corporation has no duty or obligation to minimize the tax consequences to you of this Award and shall not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are
hereby advised to consult with your own personal tax, 

  
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financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, you have agreed that you have done so or knowingly and voluntarily declined to do so.
You understand that you (and not the Corporation) shall be responsible for your own tax liability that may arise as a result of this investment or the transactions contemplated by this Award Agreement. 

13.    UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of a
vested Award, you shall be considered an unsecured creditor of the Corporation with respect to the Corporation’s obligation, if any, to issue shares or other property pursuant to this Award Agreement. You shall not have voting or any other
rights as a stockholder of the Corporation with respect to the shares to be issued pursuant to this Award Agreement until such shares are issued to you pursuant to Section 6 of this Award Agreement. Upon such issuance, you will obtain full
voting and other rights as a stockholder of the Corporation. Nothing contained in this Award Agreement, and no action taken pursuant to its provisions, shall create or be construed to create a trust of any kind or a fiduciary relationship between
you and the Corporation or any other person. 
 14.    NOTICES. Any notice
or request required or permitted hereunder shall be given in writing to each of the other parties hereto and shall be deemed effectively given on the earlier of (i) the date of personal delivery, including delivery by express courier, or
delivery via electronic means, or (ii) the date that is five (5) days after deposit in the United States Post Office (whether or not actually received by the addressee), by registered or certified mail with postage and fees prepaid,
addressed at the following addresses, or at such other address(es) as a party may designate by ten (10) days’ advance written notice to each of the other parties hereto: 

 

			
	CORPORATION:	  	Eloxx Pharmaceuticals, Inc.
		  	 Attn: Plan Administrator
 950 Winter Street,
4th Floor North

		  	Waltham, MA 02451
		
	PARTICIPANT:	  	Your address as on file with the Corporation at the time notice is given

 15.    HEADINGS. The headings of the Sections
in this Award Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Award Agreement or to affect the meaning of this Award Agreement. 

16.    ADDITIONAL ACKNOWLEDGEMENTS. You hereby
consent and acknowledge that: 
 (a)    The future value of your Award is unknown and cannot be predicted with
certainty. You do not have, and will not assert, any claim or entitlement to compensation, indemnity or damages arising from the termination of this Award or diminution in value of this Award and you irrevocably release the Corporation, its Parents
and Subsidiaries and, if applicable, your employer, if different from the Corporation, from any such claim that may arise. 

(b)    The rights and obligations of the Corporation under your Award shall be transferable by the Corporation to
any one or more persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, the Corporation’s successors and assigns. 

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

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

(e)    This Award Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals
by any governmental agencies or national securities exchanges as may be required. 
 (f)    All obligations of
the Corporation under the Plan and this Award Agreement shall be binding on any successor to the Corporation, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Corporation. 
 (g)    Neither the Corporation nor any
Subsidiary or Affiliate shall be liable for any exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the Award or of any amounts due to you pursuant to the settlement of the Award or the
subsequent sale of any shares of Common Stock acquired upon settlement. 
 17.    GOVERNING
PLAN DOCUMENT. Your Award is subject to all the provisions of the Plan as if the Award had been granted under the Plan, the provisions of which are hereby made a part of your Award, and is further
subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. Your Award (and any compensation paid or shares issued under your Award) is subject to recoupment in
accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing regulations thereunder, any clawback policy adopted by the Corporation and any compensation recovery policy otherwise required by applicable law.
No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment upon a resignation for “good reason,” or for a “constructive termination” or any similar term
under any plan of or agreement with the Corporation. 
 18.    EFFECT ON
OTHER EMPLOYEE BENEFIT PLANS. The value of the Award subject to this Award Agreement shall not be included as compensation, earnings, salaries, or other similar terms used when
calculating benefits under any employee benefit plan (other than the Plan) sponsored by the Corporation or any Parent or Subsidiary except as such plan otherwise expressly provides. The Corporation expressly reserves its rights to amend, modify, or
terminate any or all of the employee benefit plans of the Corporation or any Parent or Subsidiary. 

19.    CHOICE OF LAW. The
interpretation, performance and enforcement of this Award Agreement shall be governed by the law of the State of Delaware without regard to that state’s conflicts of laws rules. 

20.    SEVERABILITY. If all or any part of this Award Agreement or the Plan is
declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Award Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Award
Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful
and valid. 
 21.    OTHER DOCUMENTS. You hereby acknowledge
receipt or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act. In addition, you acknowledge receipt of the Corporation’s Insider Trading Policy and the
Corporation’s Blackout Policy. 

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

23.    COMPLIANCE WITH
SECTION 409A OF THE CODE. This Award is intended to comply with the “short-term deferral” rule set forth
in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding the foregoing, if it is determined that the Award fails to satisfy the requirements of the short-term deferral rule and is otherwise deferred
compensation subject to Section 409A, and if you are a “Specified Employee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “separation from service” (within the meaning of
Treasury Regulation Section 1.409A-1(h) and without regard to any alternative definition thereunder), then the issuance of any shares that would otherwise be made upon the date of the separation from
service or within the first six (6) months thereafter will not be made on the originally scheduled date(s) and will instead be issued in a lump sum on the earlier of: (i) the fifth business day following your death, or (ii) the date
that is six (6) months and one day after the date of the separation from service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but if and only if such delay in
the issuance of the shares is necessary to avoid the imposition of adverse taxation on you in respect of the shares under Section 409A of the Code. Each installment of shares that vests is intended to constitute a “separate payment”
for purposes of Treasury Regulation Section 1.409A-2(b)(2) 
 * * * * * 

This Award Agreement shall be deemed to be signed by the Corporation and the Participant upon the signing or electronic acceptance by the
Participant of the Restricted Stock Unit Grant Notice to which it is attached. 

  
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