EX-10.4



 Exhibit 10.4 

VIAMET PHARMACEUTICALS, INC. 

Restricted Stock Agreement 
  

					
	Name of Recipient:	  	  
	 	
			
	Number of shares of restricted common stock awarded:	  	  
	 	
			
	Grant Date:	  	  
	 	

 Viamet Pharmaceuticals, Inc. (the “Company”) has selected you to receive the restricted stock award
described above, which is subject to the provisions of the Company’s 2014 Incentive Plan (the “Plan”) and the terms and conditions contained in this Restricted Stock Agreement. Please confirm your acceptance of this restricted stock
award and of the terms and conditions of this Agreement by signing a copy of this Agreement where indicated below. 
  

			
	Viamet Pharmaceuticals, Inc.
		
	By:	 	  

		 	[insert name and title]


  

	
	Accepted and Agreed:
	
	  

	[insert name of recipient]








 VIAMET PHARMACEUTICALS, INC. 

Restricted Stock Agreement 

The terms and conditions of the award of shares of restricted common stock of the Company (the “Restricted Shares”) made to the
Recipient, as set forth on the cover page of this Agreement, are as follows: 
  

	 	1.	Issuance of Restricted Shares. 

 (a) The Restricted Shares are issued to the Recipient,
effective as of the Grant Date (as set forth on the cover page of this Agreement), in consideration of employment services rendered and to be rendered by the Recipient to the Company. 

(b) The Restricted Shares will initially be issued by the Company in book entry form only, in the name of the Recipient. Following the vesting
of any Restricted Shares pursuant to Section 2 below, the Company shall, if requested by the Recipient, issue and deliver to the Recipient a certificate representing the vested Restricted Shares. The Recipient agrees that the Restricted Shares
shall be subject to the forfeiture provisions set forth in Section 3 of this Agreement and the restrictions on transfer set forth in Section 4 of this Agreement. 
  

	 	2.	Vesting. 

 Vesting Schedule. Unless otherwise provided in this Agreement or the
Plan, the Restricted Shares shall vest in accordance with the following vesting schedule: [                    ]. Any fractional number of Restricted
Shares resulting from the application of the foregoing percentages shall be rounded down to the nearest whole number of Restricted Shares. 
  

	 	3.	Forfeiture of Unvested Restricted Shares Upon Employment Termination. 

 Except to the
extent otherwise provided in an agreement between the Recipient and the Company, in the event that the Recipient ceases to be employed by the Company for any reason or no reason, with or without cause, all of the Restricted Shares that are unvested
as of the time of such employment termination shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Recipient, effective as of such termination of employment. The Recipient shall have no
further rights with respect to any Restricted Shares that are so forfeited. If the Recipient is employed by a subsidiary of the Company, any references in this Agreement to employment with the Company shall instead be deemed to refer to employment
with such subsidiary. 
  

	 	4.	Restrictions on Transfer. 

 The Recipient shall not sell, assign, transfer, pledge,
hypothecate or otherwise dispose of, by operation of law or otherwise (collectively “transfer”) any Restricted Shares, or any interest therein, until such Restricted Shares have vested, except that the Recipient may transfer such
Restricted Shares: (a) to or for the benefit of any spouse, children, parents, uncles, aunts, siblings, grandchildren and any other relatives approved by the Compensation Committee 







 
(collectively, “Approved Relatives”) or to a trust established solely for the benefit of the Recipient and/or Approved Relatives, provided that such Restricted Shares shall
remain subject to this Agreement (including without limitation the forfeiture provisions set forth in Section 3 and the restrictions on transfer set forth in this Section 4) and such permitted transferee shall, as a condition to such
transfer, deliver to the Company a written instrument confirming that such transferee shall be bound by all of the terms and conditions of this Agreement; or (b) as part of the sale of all or substantially all of the shares of capital stock of
the Company (including pursuant to a merger or consolidation). The Company shall not be required (i) to transfer on its books any of the Restricted Shares which have been transferred in violation of any of the provisions of this Agreement or
(ii) to treat as owner of such Restricted Shares or to pay dividends to any transferee to whom such Restricted Shares have been transferred in violation of any of the provisions of this Agreement. 

 

	 	5.	Restrictive Legends. 

 The book entry account reflecting the issuance of the Restricted
Shares in the name of the Recipient shall bear a legend or other notation upon substantially the following terms: 
 “These shares of
stock are subject to forfeiture provisions and restrictions on transfer set forth in a certain Restricted Stock Agreement between the corporation and the registered owner of these shares (or his or her predecessor in interest), and such Agreement is
available for inspection without charge at the office of the Secretary of the corporation.” 
  

	 	6.	Rights as a Shareholder. 

 Except as otherwise provided in this Agreement, for so long as
the Recipient is the registered owner of the Restricted Shares, the Recipient shall have all rights as a shareholder with respect to the Restricted Shares, whether vested or unvested, including, without limitation, rights to vote the Restricted
Shares and act in respect of the Restricted Shares at any meeting of shareholders; provided that, as provided in the Plan, the payment of dividends on unvested Restricted Shares shall be deferred until after such shares vest. 

 

	 	7.	Provisions of the Plan. 

 This Agreement is subject to the provisions of the Plan, a copy
of which is furnished to the Recipient with this Agreement. 
  

	 	8.	Tax Matters. 

 (a) Acknowledgments; Section 83(b) Election. The Recipient
acknowledges that he or she is responsible for obtaining the advice of the Recipient’s own tax advisors with respect to the acquisition of the Restricted Shares and the Recipient is relying solely on such advisors and not on any statements or
representations of the Company or any of its agents with respect to the tax consequences relating to the Restricted Shares. The Recipient understands that the Recipient (and not the Company) shall be responsible for the Recipient’s tax
liability that may arise in connection with the acquisition, vesting and/or disposition of the Restricted Shares. The Recipient acknowledges that he or she has been informed of the availability of making an








 
election under Section 83(b) of the Internal Revenue Code, as amended, with respect to the issuance of the Restricted Shares. 

(b) Withholding. The Recipient acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due
to the Recipient any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the Restricted Shares. Such withholding may be undertaken via any method permitted under the Plan. 

 

	 	9.	Miscellaneous. 

 (a) No Right to Continued Employment. The Recipient acknowledges
and agrees that, notwithstanding the fact that the vesting of the Restricted Shares is contingent upon his or her continued employment by the Company, this Agreement does not constitute an express or implied promise of continued employment or confer
upon the Recipient any rights with respect to continued employment by the Company. 
 (b) Governing Law. This Agreement shall be
construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to any applicable conflicts of laws provisions. 

(c) Recipient’s Acknowledgments. The Recipient acknowledges that he or she has read this Agreement, has received and read the
Plan, and understands the terms and conditions of this Agreement and the Plan.