EX-10.2





 Exhibit 10.2 

VIVIDION THERAPEUTICS, INC. 

2016 EQUITY INCENTIVE PLAN 

ADOPTED BY THE BOARD OF DIRECTORS: MARCH 31, 2016 

APPROVED BY THE STOCKHOLDERS: MARCH 31, 2016 

AMENDED BY THE BOARD OF DIRECTORS: JANUARY 3, 2017 

APPROVED BY THE STOCKHOLDERS: JANUARY 3, 2017 

AMENDED BY THE BOARD OF DIRECTORS: AUGUST 14, 2017 

APPROVED BY THE STOCKHOLDERS: OCTOBER 13, 2017 

AMENDED BY THE BOARD OF DIRECTORS: MARCH 1, 2018 

APPROVED BY THE STOCKHOLDERS: MARCH 1, 2018 

AMENDED BY THE BOARD OF DIRECTORS: APRIL 24, 2019 

APPROVED BY THE STOCKHOLDERS: APRIL 24, 2019 

AMENDED BY THE BOARD OF DIRECTORS: DECEMBER 4, 2020 

APPROVED BY THE STOCKHOLDERS: DECEMBER 4, 2020 

AMENDED BY THE BOARD OF DIRECTORS: MARCH 18, 2021 

APPROVED BY THE STOCKHOLDERS: MARCH 19, 2021 

TERMINATION DATE: MARCH 31, 2026 
  

	1.	 GENERAL 



(a) Eligible Stock Award Recipients. Employees, Directors and Consultants are eligible to receive Stock Awards.

 (b) Available Stock Awards. The Plan provides for the grant of the following types of Stock Awards:
(i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights, (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards and (vi) Other Stock Awards. 

(c) Purpose. The Plan, through the granting of Stock Awards, is intended to help the Company secure and retain
the services of eligible award recipients, provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and provide a means by which the eligible recipients may benefit from increases in value of the
Common Stock. 
  

	2.	 ADMINISTRATION 



(a) Administration by Board. The Board will administer the Plan. The Board may delegate administration of the
Plan to a Committee or Committees, as provided in Section 2(c). 
 (b) Powers of Board. The Board will
have the power, subject to, and within the limitations of, the express provisions of the Plan: 
 (i) To determine
(A) who will be granted Stock Awards; (B) when and how each Stock Award will be granted; (C) what type of Stock Award will be granted; (D) the provisions of each Stock Award (which need not be identical), including when a person
will be permitted to exercise or otherwise receive cash or Common Stock under the Stock Award; (E) the 












 
number of shares of Common Stock subject to a Stock Award; and (F) the Fair Market Value applicable to a Stock Award. 

(ii) To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and
regulations for administration of the Plan and Stock Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it will deem
necessary or expedient to make the Plan or Stock Award fully effective. 
 (iii) To settle all controversies regarding the
Plan and Stock Awards granted under it. 
 (iv) To accelerate, in whole or in part, the time at which a Stock Award may be
exercised or vest (or at which cash or shares of Common Stock may be issued). 
 (v) To suspend or terminate the Plan at any
time. Except as otherwise provided in the Plan or a Stock Award Agreement, suspension or termination of the Plan will not impair a Participant’s, rights under his or her then-outstanding Stock Award without his or her written consent. 

(vi) To amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting
amendments relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to make the Plan or Stock Awards granted under the Plan exempt from or compliant therewith, subject to the
limitations, if any, of applicable law. However, if required by applicable law, and except as provided in Section 9(a) relating to Capitalization Adjustments, the Company will seek stockholder approval of any amendment of the Plan that
(A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Stock Awards under the Plan, (C) materially increases the
benefits accruing to Participants under the Plan, (D) materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (E) materially extends the term of the Plan, or (F) materially expands the
types of Stock Awards available for issuance under the Plan. Except as provided in the Plan or a Stock Award Agreement, no amendment of the Plan will impair a Participant’s rights under an outstanding Stock Award without his or her written
consent. 
 (vii) To submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to
the Plan intended to satisfy the requirements of Section 422 of the Code regarding Incentive Stock Options. 
 (viii)
To approve forms of Stock Award Agreements for use under the Plan and to amend the terms of any one or more Stock Awards, including, but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the
Stock Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; provided however, that, except with respect to amendments that disqualify or impair the status of an Incentive Stock Option pursuant
to Section 422 of the Code, the rights under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the affected Participant, and (ii) such Participant consents in writing.
Notwithstanding the foregoing, 

  
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subject to the limitations of applicable law, if any, and without the .affected Participant’s consent, the Board may amend the terms of any one or more Stock Awards if necessary to maintain
the qualified status of the Stock Award as an Incentive Stock Option, to clarify the manner of exemption from, or to bring the Stock Award into compliance with Section 409A of the Code or to comply with applicable laws. 

(ix) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best
interests of the Company and that are not in conflict with the provisions Of the Plan or Stock Awards. 
 (x) To adopt such
procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants who are foreign nationals or employed outside the United States (provided
that Board approval will not be necessary for immaterial modifications to the Plan or any Stock Award Agreement that are required for compliance with the laws of the relevant foreign jurisdiction). 

(xi) To effect, at any time and from time to time, with the consent of any adversely affected Participant, (A) the
reduction of the exercise price (or strike price) of any outstanding Option or SAR under the Plan, (B) the cancellation of any outstanding Option or SAR under the Plan and the grant in substitution therefor of (1) a new Option or. SAR
under the Plan or another equity plan of the Company covering the same or a different number of shares of Common Stock, (2) a Restricted Stock Award, (3) a Restricted Stock Unit Award, (4) an Other Stock Award, (5) cash and/or
(6) other valuable consideration (as determined by the Board, in its sole discretion), with any such substituted award (x) covering the same or a different number of shares of Common Stock as the cancelled Stock Award and (y) granted
under the Plan or another compensatory plan of the Company, or (C) any other action that is treated as a repricing under generally accepted accounting principles; 

(c) Delegation to Committee. The Board may delegate some or all of the administration of the Plan to a Committee
or Committees. If administration of the Plan is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including
the power to delegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee). Any delegation of
administrative powers will be reflected in resolutions, not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Committee may, at any time, abolish the subcommittee and/or revest in
the Committee any powers delegated, to the subcommittee. The Board may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. 

(d) Delegation to an Officer. The Board may delegate to one or more Officers of the Company the authority to do
one or both of the following: (i) designate Officers and Employees of the Company or any of its Subsidiaries to be recipients of Options and Stock Appreciation Rights (and, to the extent permitted by applicable law, other Stock Awards) and the
terms thereof, and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Officers and Employees; provided, however, that the Board resolutions regarding


  
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such delegation shall specify the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and that such Officer may not grant a Stock Award to
himself or herself. Notwithstanding the foregoing, the Board may not delegate authority to an Officer to determine the Fair market Value pursuant to Section 13(t) below. 

(e) Effect of Board’s Decision. All determinations, interpretations and constructions made by the Board in
good faith will not be subject to review by any person and will be final, binding and conclusive on all persons. 
  

	3.	 SHARES SUBJECT TO THE PLAN 



(a) Share Reserve. 

(i) Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock that
may be issued pursuant to Stock Awards from and after the Effective Date will not exceed 77,495,636 shares (the “Share Reserve”). 

(ii) For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may
be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). 

(b) Reversion of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or
otherwise terminates without all of the shares covered by such Stock Award having been issued, or (ii) is settled in cash (i.e., the Participant receives cash rather than stock), such expiration, termination or settlement will not reduce (or
otherwise offset) the number of shares of Common Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back to or repurchased by the Company because of the failure to
meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited or repurchased will revert to and again become available. for issuance under the Plan. Any shares reacquired by the Company in
satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan. 

(c) Incentive Stock Option Limit. Subject to this Section 3 and Section 9(a) relating to
Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 6,400,000 shares of Common 

(d) Source of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired
Common Stock, including shares repurchased by the Company on the open market or otherwise. 
  

	4.	 ELIGIBILITY 



(a) Eligibility for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the
Company or a “parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors
and Consultants; provided, 

  
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however, that Stock Awards may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined
in Rule 405, unless (i) the stock underlying such Stock Awards is treated as “service recipient stock” under Section 409A of the Code (for example, because the Stock Awards are granted pursuant to a corporate transaction such as
a spin off transaction), or (ii) the Company, in consultation with its legal counsel, has determined that such Stock Awards are otherwise exempt from or alternatively comply with the distribution requirements of Section 409A of the Code.

 (b) Ten Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option
unless the exercise price of such Option is at least l10% of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five years from the date of grant. 

(c) Consultants. A Consultant will not be eligible for the grant of a Stock Award if, at the time of grant,
either the offer or sale of the Company’s securities to such Consultant is not exempt under Rule 701 because of the nature of the services that the Consultant is providing to the Company, because the Consultant is not a natural person, or
because of any other provision of Rule 701, unless. the Company determines that such grant need not comply with the requirements of Rule 701 and will satisfy another exemption under the Securities Act as well as comply with the securities laws of
all other relevant jurisdictions. 
  

	5.	 PROVISIONS RELATING TO OPTIONS AND STOCK APPRECIATION RIGHTS 



Each Option or SAR will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options
will be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates will be issued for shares of Common Stock purchased on exercise of each
type of Option. If an Option is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option fails to qualify as an Incentive Stock Option under the
applicable rules, then the Option (or portion thereof) will be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical; provided, however, that each Stock Award Agreement will conform to (through incorporation
of provisions hereof by reference in the applicable Stock Award Agreement or otherwise) the substance of each of the following provisions: 

(a) Term. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR
will be exercisable after the expiration of ten years from the date of its grant or such shorter period specified in the Stock Award Agreement. 

(b) Exercise Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the
exercise or strike price of each Option or SAR will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the Stock Award is granted. Notwithstanding the foregoing, an Option or SAR may be
granted with an exercise or strike price lower than 100% of the Fair Market Value of the Common Stock subject to the Stock Award if such Stock Award is granted pursuant to an assumption of or substitution for another


  
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option or stock appreciation right pursuant to a Corporate Transaction and in a manner consistent with the provisions of Section 409A of the Code arid, if applicable, Section 424(a) of
the Code. 
 (c) Purchase Price for Options. The purchase price of Common Stock acquired pursuant to the
exercise of an Option may be paid, to the extent permitted by applicable law and. as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board will have the authority to grant Options
that do not permit all of the following methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to use a particular method of payment. The permitted methods of
payment are as follows: 
 (i) by cash, check, bank draft or money order payable to the Company; 

(ii) pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the
issuance of the stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds; 

(iii) by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock; 

(iv) if an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will
reduce the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other
payment from the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued. Shares of Common Stock will no longer be subject to an Option and will
not be exercisable thereafter to the extent that (A) shares issuable upon exercise are used to pay the exercise price pursuant to the “net exercise”, (B) shares are delivered to the Participant as a result of such exercise, and
(C) shares are withheld to satisfy tax withholding obligations; 
 (v) according to a deferred payment or similar
arrangement with the Optionholder; provided, however, that interest will compound at least annually and will be charged at the minimum rate of interest necessary to avoid (A) the imputation of interest income to the Company and
compensation income to the Optionholder under any applicable provisions of the Code, and (B) the classification of the Option as a liability for financial accounting purposes; or 

(vi) in any other form of legal consideration that may be acceptable to the Board and specified in the applicable Stock Award
Agreement. 
 (d) Exercise and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide
written notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such SAR. The appreciation distribution payable on the exercise of a SAR will be not greater than an amount equal to the
excess of (A) the aggregate Fair Market Value (on the date of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under such SAR, and with respect to
which the Participant is exercising the 

  
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SAR on such date, over (B) the strike price. The appreciation distribution may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as
determined by the Board and contained in the Stock Award Agreement evidencing such SAR. 
 (e) Transferability of
Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs as the Board will determine. In the absence of such a determination by the Board to the contrary, the following
restrictions on the transferability of Options and SARs will apply: 
 (i) Restrictions on Transfer. An Option or SAR
will not be transferable except by will or by the laws of descent and distribution (or pursuant to subsections (ii) and (ii) below), and will be exercisable during the lifetime of the Participant only by the Participant. The Board may permit
transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. 

(ii) Domestic Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may
be transferred pursuant to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted by Treasury Regulation l.421-l(b)(2) (or any
successor thereto). If an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer 

(iii) Beneficiary Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by
delivering written notice to the Company, in a form approved by the Company (or the designated broker), designate a third party who, on the death of the Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common
Stock or other consideration resulting from such exercise. In the absence of such a designation, the executor or administrator of the Participant’s estate will be entitled to exercise the Option or SAR and receive the Common Stock or other
consideration resulting from such exercise; However, the Company may prohibit designation of a beneficiary at any time, including. due to any conclusion by the Company that such designation would be inconsistent with the provisions of applicable
laws. 
 (f) Vesting Generally. The total number of shares of Common Stock subject to an Option or SAR may
vest and therefore become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time or times when it may or may not be exercised (which may be based on the
satisfaction of performance goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(t) are subject to any Option or SAR provisions governing the
minimum number of shares of Common Stock as to which an Option or SAR may be exercised. 
 (g) Termination of
Continuous Service. Except as otherwise provided in the applicable Stock Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates (other than for Cause and other than
upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to the 

  
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extent that the Participant was entitled to exercise such Stock Award as of the date of termination of Continuous Service) within the period of time ending on the earlier of (i) the date
three months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the applicable Stock Award Agreement, which period will not be less than 30 days if necessary to comply with
applicable laws unless such termination is for Cause) and (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her
Option or SAR 
 (h) Extension of Termination Date. Except as otherwise provided in the applicable Stock Award
Agreement or other agreement between the Participant and the Company, if the exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause and other than upon the Participant’s death
or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR will terminate on the earlier of (i) the
expiration of a total period of three months (that need not be consecutive) after the termination of the Participant’s Continuous Service during which the exercise of the Option or SAR would not be in violation of such registration
requirements, or {ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement. In addition, unless otherwise provided in a Participant’s Stock Award Agreement, if the sale of any Common Stock
received upon exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR will terminate on the earlier of
(i) the expiration of a period of months (that need not be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during which the sale of the Common Stock
received upon exercise of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Stock Award Agreement. 

(i) Disability of Participant. Except as otherwise provided in the applicable Stock Award Agreement or other
agreement between the Participant and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was
entitled to exercise such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous Service (or such longer
or shorter period specified in the Stock Award Agreement, which period will not be less than six months if necessary to comply with applicable laws), and (ii) the expiration of the term of the Option or SAR as set forth in the Stock Award
Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SAR within the applicable time frame, the Option or SAR (as applicable) will terminate. 

(j) Death of Participant. Except as otherwise provided in the applicable Stock Award Agreement or other
agreement between the Participant and the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant dies within the period (if any) specified in the Stock Award
Agreement for exercisability after the termination of the Participant’s Continuous Service (for a reason other than death), then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise such Option or SAR as of
the date of death) by the Participant’s estate, by a person who acquired the right to 

  
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exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but only within the period ending on the earlier of
(i) the date 18 months following the date of death (or such longer or shorter period specified in the Stock Award Agreement, which period will not be less than six months if necessary to comply with applicable laws), and (ii) the
expiration of the term of such Option or SAR as set forth in the Stock Award Agreement. If, after the Participant’s death, the Option or SAR is not exercised within the applicable time frame, the Option or SAR will terminate. 

(k) Termination for Cause. Except as explicitly provided otherwise in a Participant’s Stock Award
Agreement, if a Participant’s Continuous Service is terminated for Cause, the Option or SAR. will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited from exercising his
or her Option or SAR from and after the time of such termination of Continuous Service. 
 (l) Non-Exempt Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the
Option or SAR will not be first exercisable for any shares of Common Stock until at least six months following the date of grant of the Option or SAR (although the Stock Award may vest prior to such date). Consistent with the provisions of the
Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted,
(iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in the Participant’s Stock Award Agreement. in another agreement between the Participant arid the Company, or, if no such
definition, in accordance with the Company’s then current employment policies and guidelines), the vested portion of any Options and SARs may be exercised earlier than six months following the date of grant. The foregoing provision is intended
to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or
required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any shares under any other
Stock Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(1) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements. 

(m) Early Exercise of Options. An Option may, but need not, include a provision whereby the Optionholder may
elect at any time before the Optionholder’s Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option prior to the full vesting of the Option. Subject to the
“Repurchase Limitation” in Section 8(m), any unvested shares of Common Stock so purchased may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate.
Provided that the “Repurchase Limitation” in Section 8(m) is not violated, the Company will not be required to exercise its repurchase right until at least six months (or such longer or shorter period of time required to
avoid classification of the Option as a liability for financial accounting purposes) have elapsed following exercise of the Option unless the Board otherwise specifically provides in the Option Agreement. 

  
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 (n) Right of Repurchase. Subject to the “Repurchase
Limitation” in Section 8(m), the Option or SAR may include a provision whereby the Company may elect to repurchase all or any part of the vested shares of Common Stock acquired by the Participant pursuant to the exercise of the
Option or SAR. 
 (o) Right of First Refusal. The Option or SAR may include a provision whereby the Company
may elect to exercise a right of first refusal following receipt of notice from the Participant of the intent to transfer all or any part of the shares of Common Stock received upon the exercise of the Option or SAR. Such right of first refusal will
be subject to the “Repurchase Limitation” in Section 8(m). Except as expressly provided in this Section 5(o) or in the Stock Award Agreement, such right of first refusal will otherwise comply with any applicable provisions of the
bylaws of the Company. 
  

	6.	 PROVISIONS OF STOCK AWARDS OTHER THAN OPTIONS AND SARS 



(a) Restricted Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such
terms and conditions as the Board deems appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election, shares of Common Stock may be (i) held in book entry form subject to the Company’s instructions
until any restrictions relating to the Restricted Stock Award lapse; or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board: The terms and conditions of Restricted Stock Award
Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical. Each Restricted Stock Award Agreement will conform to (through incorporation of the provisions hereof by
reference in the agreement or otherwise) the substance of each of the following provisions:, 
 (i) Consideration. A
Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of legal consideration (including
future services) that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. 
 (ii)
Vesting. Subject to the “Repurchase Limitation” in Section 8(m), shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting
schedule to be determined by the Board. 
 (iii) Termination of Participant’s Continuous Service. If a
Participant’s Continuous Service terminates, the Company may receive through a forfeiture condition or a repurchase right, any or all of the shares of Common Stock held by the Participant that have not vested as of the date of termination of
Continuous Service under the terms of the Restricted Stock Award Agreement. 
 (iv) Transferability. Rights to
acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole
discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award Agreement. 

  
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 (v) Dividends. A Restricted Stock Award Agreement may provide that
any dividends paid on Restricted Stock will be subject to the same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate. 

(b) Restricted Stock Unit Awards. Each Restricted. Stock Unit Award Agreement will be in such form and will
contain such terms and conditions as the Board deems appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate. Restricted Stock Unit Award Agreements need
not be identical. Each Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of each of the following provisions: 

(i) Consideration. At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration,
if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant for each share of Common Stock subject to a Restricted Stock Unit
Award may be paid in any form of legal consideration that may be acceptable to the Board in its sole discretion and permissible under applicable law. 

(ii) Vesting. At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or
conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate. 
 (iii)
Payment. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the Restricted
Stock Unit Award Agreement. 
 (iv) Additional Restrictions. At the time of the grant of a Restricted Stock Unit
Award, the Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such
Restricted Stock Unit Award. 
 (v) Dividend Equivalents. Dividend equivalents may be credited in respect of shares
of Common Stock covered by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents may be converted into additional shares
of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all of the same
terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate. 
 (vi) Termination of
Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s
termination of Continuous Service. 

  
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 (vii) Compliance with Section 409A of the Code.
Notwithstanding anything to the contrary set forth herein, any Restricted Stock Unit Award_ granted under the Plan that is not exempt from the requirements of Section 409A of the Code shall contain such provisions so that such Restricted Stock
Unit Award will comply with the requirements of Section 409A of the Code. Such restrictions, if any, shall be determined by the Board and contained in the Restricted Stock Unit Award Agreement evidencing such Restricted Stock Unit Award. For
example, such restrictions may include, without limitation, a requirement that any Common Stock that is to be issued in a year following the year in which the Restricted Stock Unit Award vests must be issued in accordance with a fixed pre-determined schedule. 
 (c) Other Stock Awards. Other forms of Stock
Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value of the
Common Stock at the time of grant) may be granted either alone or in addition to Stock Awards provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board will have sole and
complete authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent. hereof) to be granted pursuant to such Other Stock Awards and
all other terms and conditions of such Other Stock Awards. 
  

	7.	 COVENANTS OF THE COMPANY 



(a) Availability of Shares. The Company will keep available at all times the number of shares of Common Stock
reasonably required to satisfy then-outstanding Stock Awards. 
 (b) Securities Law Compliance. The Company
will seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided,
however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable
cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any
liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of a Stock Award or the subsequent issuance of cash or Common Stock
pursuant to the Stock Award if such grant or issuance would be in violation of any applicable securities law. 
 (c)
No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or
obligation to warn or otherwise advise such holder of a pending termination or expiration of a Stock Award or a possible period in which the Stock Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of
a Stock Award to the holder of such Stock Award. 

  
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	8.	 MISCELLANEOUS 



(a) Use of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to
Stock Awards will constitute general funds of the Company. 
 (b) Corporate Action Constituting Grant of Stock
Awards. Corporate action constituting a grant by the Company of a Stock Award to any Participant will be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument,
certificate, or letter evidencing the Stock Award is communicated to, or actually received or accepted by, the Participant. Ill the event that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action
constituting the grant contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Stock Award Agreement as a result of a clerical error in the papering of the Stock Award Agreement, the
corporate records will control and the Participant will have no legally binding right to the incorrect term in the Stock Award Agreement. 

(c) Stockholder Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a
holder with respect to, any shares of Common Stock subject to a Stock Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the issuance of shares of Common Stock under, the Stock Award pursuant to its
terms, and (ii) the issuance of the Common Stock subject to the Stock Award has been entered into the books and records of the Company. 

(d) No Employment or Other Service Rights. Nothing in the Plan, any Stock Award Agreement or any other
instrument executed thereunder or in connection with any Stock Award granted pursuant thereto. will confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was
granted or will affect the right of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such
Consultant’s agreement with the Company or an Affiliate, or (iii)the service of a Director pursuant to the bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the
Affiliate is incorporated, as the case may be. 
 (e) Change in Time Commitment. In the event a
Participant’s regular level of time commitment in the performance of his or her services for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and the Employee has a
change in status from a full time Employee to a part-time Employee) after the date of grant of any Stock Award to the Participant, the Board has the right in its sole discretion to (x) make a corresponding reduction in the number of shares
subject to any portion of such Stock Award that is scheduled to vest or become payable after the date of such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting or payment schedule
applicable to such Stock Award. In the event of any such reduction or extension, the Participant will have no right with respect to any portion of the Stock Award that is so reduced or extended. 

  
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 (f) Incentive Stock Option Limitations. To the extent that the
aggregate Fair Market Value (determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any
Affiliates) exceeds $100,000 (or such other limit established in the Code), or otherwise does not comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which they
were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s). 

(g) Investment Assurances. The Company may require a Participant, as a condition of exercising or acquiring
Common Stock under any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably
satisfactory to the Company who is knowledgeable and experienced in financial and business matters and that he or she is capable Of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award;
and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise
distributing the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Stock Award has
been registered under a then currently effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the
circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply, with
applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock. 
 (h)
Withholding Obligations. Unless prohibited by the terms of a .Stock Award Agreement, the Company may, in its sole discretion, satisfy any federal, state or local tax withholding obligation relating to a Stock Award by any of the
following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company) or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii)withholding shares
of Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Stock Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum amount of
tax required to be withheld by law (or such lesser amount as may be necessary to avoid classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash from a Stock Award settled in cash;
(iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Stock Award Agreement. 

(i) Electronic Delivery. Any reference herein to a “written” agreement or document will include any
agreement or document delivered electronically or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). 

  
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 (j) Deferrals. To the extent permitted by applicable law, the
Board, in its sole discretion, may determine that the delivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Stock Award may be deferred and may establish programs and procedures for
deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is
still an employee or otherwise providing services to the Company. The Board is authorized to make deferrals of Stock Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following
the Participant’s termination of Continuous Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. 

(k) Compliance with Section 409A. To the extent that the Board determines that
any Stock Award granted hereunder is subject to Section 409A of the Code, the Stock Award Agreement evidencing such Stock Award shall incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(l)
of the Code. To the extent applicable, the Plan and Stock Award Agreements shall be interpreted in accordance with Section 409A of the Code. 

(l) Compliance with Exemption Provided by Rule 12h-l(f). If at the end
of the Company’s most recently completed fiscal year: (i) the aggregate of the number of persons who hold outstanding compensatory employee stock options to purchase shares of Common Stock granted pursuant to the Plan or otherwise such
persons, “Holders of Options”) equals or exceeds 500, and (ii) the Company’s assets exceed $10 million, then the following restrictions will apply during any period during which the Company does not have a
class of its securities registered under Section 12 of the Exchange Act and is not required to file reports under Section 15(d) of the Exchange Act: (A) the Options and, prior to exercise, the shares of Common Stock to be issued on
exercise of the Options may not be transferred until the Company is no longer relying on the exemption provided by Rule 12h-l(f) promulgated under the Exchange Act (“Rule 12h-l (f)”), except: (1) as permitted by Rule 701(c) promulgated under the Securities Act, (2) to a guardian upon the disability of the Holder of Options, or (3) to an executor upon the
death of the Holder of Options (collectively, the “Permitted Transferees”); provided, however, the following transfers are permitted: (i) transfers by Holders of Options to the Company, and (ii) transfers in
connection with a change of control or other acquisition involving the Company, if following such transaction, the Options no longer remain outstanding and the Company is no longer relying on the exemption provided by Rule 12h-l(f); provided further, that any Permitted Transferees may not further transfer the Options; (B) except as otherwise provided in (A) above, the Options and shares of Common Stock issuable on exercise
of the Options are restricted as to any pledge, hypothecation, or other transfer, including any short position, any “put equivalent position” as defined by Rule 16a-l(h) promulgated under the
Exchange Act, or any “call equivalent position” as defined by Rule 16a-1(b) promulgated under the Exchange Act by Holders of Options prior to exercise of an Option until the Company is no longer
relying on the exemption provided by Rule 12h-l(f); and (C) at any time that the Company is relying on the exemption provided by Rule 12h-l(f), the Company will
deliver to Holders of Options (whether by physical or electronic delivery or written notice of the availability of the information on an internet site) the information required by Rule 701(e)(3), (4), and (5) promulgated under the Securities
Act every six months, including financial statements that are not more than one hundred eighty (180) days old; provided, however, that the Company may 

  
 15 













 
condition the delivery of such information upon the Holder of Options’ agreement to maintain its confidentiality. 

(m) Repurchase Limitation. The terms of any repurchase right will .be specified in the Stock Award Agreement.
The repurchase price for vested shares of Common Stock will be the Fair Market Value of the shares of Common Stock on the date of repurchase. The repurchase price for unvested shares of Common Stock will be the lower of (i) the Fair Market
Value of the shares of Common Stock on the date of repurchase or (ii) their original purchase price. However, the Company will not exercise its repurchase right until at least six months (or such longer or shorter period of time necessary to
avoid classification of the Stock Award as a liability for financial accounting purposes) have elapsed following delivery of shares of Common Stock subject to the Stock Award, unless otherwise specifically provided by the Board. 

 

	9.	 ADJUSTMENTS UPON CHANGES IN COMMON STOCK; OTHER CORPORATE EVENTS 



(a) Capitalization Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and
proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number of securities that may be issued pursuant to the exercise of Incentive Stock
Options pursuant to Section 3(c), and (iii) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Board will make such adjustments, and its determination will be final, binding and
conclusive. 
 (b) Dissolution or Liquidation. Except as otherwise provided in the Stock Award Agreement, in
the event of a dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s right of
repurchase) will terminate immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or reacquired
by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service, provided, however, that the Board may, in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable
and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion. 

(c) Corporate Transaction. The following provisions will apply to Stock Awards in the event of a Corporate
Transaction unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of a
Stock Award. In the event of a Corporate Transaction, then, notwithstanding any other provision of the Plan, the Board may take one or more of the following actions with respect to Stock Awards, contingent upon the closing or completion of the
Corporate Transaction: 
 (i) arrange for the surviving corporation or acquiring corporation (or the surviving or acquiring
corporation’s parent company) to assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award to 

  
 16 













 
acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction); 

(ii) arrange for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock
issued pursuant to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company); 

(iii) accelerate the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award
may be exercised) to a date prior to the effective time of such Corporate Transaction as the Board determines (or, if the Board does not determine such a date, to the date that is five days prior to the effective date of the Corporate Transaction),
with such Stock Award terminating if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction; 

(iv) arrange for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to
the Stock Award; 
 (v) cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised
prior to the effective time of the Corporate Transaction, in exchange for such cash or other consideration, if any, and payable at such time, in all such cases, as the Board, in its sole discretion, may consider appropriate (consistent with the
applicable requirements of Section 409A of the Code); and 
 (vi) make a payment, in such form as may be determined by
the Board equal to the excess, if any, of (A) the value of the property, as determined by the Board, the Participant would have received upon the exercise of the Stock Award over (B) any exercise price payable by such holder in connection
with such exercise. For clarity, this payment may be zero if the value of the property is equal to or less than the exercise price. 
 The
Board need not take the same action or actions with respect to all Stock Awards or portions thereof or with respect to all Participants. The Board may take different actions with respect to the vested and unvested portions of a Stock Award. 

(d) Change in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability
upon or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, but in the absence of such
provision, no such acceleration will occur. 
  

	10.	 PLAN TERM; EARLIER TERMINATION OR SUSPENSION OF THE PLAN 



(a) Plan Term. The Board may suspend or terminate the Plan at any time. Unless terminated sooner by the Board,
the Plan will automatically terminate on the day before the 10th anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved by the stockholders of the Company. No Stock Awards may be
granted under the Plan while the Plan is suspended or after it is terminated. 

  
 17 













 (b) No Impairment of Rights. Suspension or termination of the
Plan will not impair rights and obligations under any Stock Award granted while the Plan is in effect except with the written consent of the affected Participant or as otherwise permitted in the Plan. 

 

	11.	 EFFECTIVE DATE OF PLAN 



This Plan will become effective on the Effective Date. 

 

	12.	 CHOICE OF LAW 



The law of the State of Delaware will govern all questions concerning the construction, validity and interpretation of this
Plan, without regard to that state’s conflict of laws rules. 
  

	13.	 DEFINITIONS 



As used in the Plan, the following definitions will apply to the capitalized terms indicated below: 

(a) “Affiliate” means, at the time of determination, any “parent” or “majority-owned
subsidiary” of the Company, as such terms are defined in Rule 405. The Board will have the authority to determine the time or times at which “parent” or “majority-owned subsidiary” status is determined within the foregoing
definition. 
 (b) “Board” means the Board of Directors of the Company. 

(c) “Capitalization Adjustment” means any change that is made in, or other events that occur with
respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock
dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure, or any similar equity restructuring transaction, as that
term is used in Statement of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of the Company will not be treated
as a Capitalization Adjustment. 
 (d) “Cause” will have the meaning ascribed to such term in any
written agreement between the Participant and the Company defining such term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i) such Participant’s
commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) such Participant’s attempted commission of, or participation in, a fraud or act of
dishonesty against the Company; (iii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company; (iv) such Participant’s
intentional unauthorized use or disclosure of the Company’s confidential information or trade secrets; or (v) such Participant’s gross misconduct. The determination that a termination of the Participant’s Continuous Service is
either for Cause or without Cause will be made by the Company, in its sole discretion. Any determination by the Company that the Continuous Service 

  
 18 













 
of a Participant was terminated with or without Cause for the purposes of outstanding Stock Awards held by such Participant will have no effect upon any determination: of the rights or
obligations of the Company or such Participant for any other purpose. 
 (e) “Change in Control”
means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: 

(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50%
of the combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account
of the acquisition of securities of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s
securities in a transaction or series of related transactions the primary purpose of which is to obtain financing for the Company through the issuance of equity securities or (C) solely because the level of Ownership held by any Exchange Act
Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares
outstanding, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any
additional voting securities that, assuming the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change
in Control will be deemed to occur; 
 (ii) there is consummated a merger, consolidation or similar transaction involving
(directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either
(A) outstanding voting securities representing more than 50% of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting
power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such
transaction; or 
 (iii) there is consummated a sale, lease, exclusive license or other disposition of all or substantially
all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than 50% of the
combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such sale, lease,
license or other disposition. 
 Notwithstanding the foregoing definition or any other provision of this Plan, (A) the term Change in
Control will not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any analogous term) in an individual written
agreement between the Company or any Affiliate and 

  
 19 













 
the Participant will supersede the foregoing definition with respect to Stock Awards subject to such agreement; provided, however, that if no definition of Change in Control or any analogous term
is set forth in such an individual written agreement, the foregoing definition will apply. 
 (f)
“Code” means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. 

(g) “Committee” means a committee of one or more Directors to whom authority has been delegated by the
Board in accordance with Section 2(c). 
 (h) “Common Stock” means the common stock of the
Company. 
 (i) “Company” means Vividion Therapeutics, Inc., a Delaware corporation. 

(j) “Consultant” means any person, including an advisor, who is (i) engaged by the Company or an
Affiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, or
payment of a fee for such service, will not cause a Director to be considered a “Consultant” for purposes of the Plan. 

(k) “Continuous Service” means that the Participant’s service with the Company or an Affiliate,
whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the Entity for
which the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a Participant’s Continuous Service; provided,
however, that if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board in its sole discretion, such Participant’s Continuous Service will be considered to have terminated on
the date such Entity ceases to qualify as an Affiliate. For example, a change in status from an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an .interruption of Continuous Service. To the extent
permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the
Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as
Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absence agreement or policy applicable to the Participant, or as
otherwise required by law. 
 (l) “Corporate Transaction” means the consummation, in a single
transaction or in a series of related transactions, of any one or more of the following events: 
 (i) a sale or other
disposition of all or substantially all, as determined by the Board in its sole discretion, of the consolidated assets of the Company and its Subsidiaries; 

  
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 (ii) a sale or other disposition of at least 90% of the outstanding
securities of; the Company; 
 (iii) a merger, consolidation or similar transaction following which the Company is not the
surviving corporation; or 
 (iv) a merger, consolidation or similar transaction following which the Company is the
surviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property,
whether in the form of securities, cash or otherwise. 
 (m) “Director” means a member of the Board.

 (n) “Disability” means, with respect to a Participant, the inability of such Participant to
engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than 12 months
as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances. 

(o) “Effective Date” means the effective date of this Plan, which is the earlier of (i) the date
that this Plan is first approved by the Company’s stockholders, and (ii) the date this Plan is adopted by the Board. 

(p) “Employee” means any person employed by the Company or an Affiliate. However, service solely as a
Director, or payment of a fee for such services, will not cause a Director to be considered an “Employee” for purposes of the Plan. 

(q) “Entity” means a corporation, partnership, limited liability company or other entity. 

(r) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations promulgated thereunder. 
 (s) “Exchange Act Person” means any natural person, Entity or
“group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan of the
Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, 

(i) an underwriter temporarily holding securities pursuant to an offering of such securities, 

(ii) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as
their Ownership of stock of the Company; or (v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of
securities of the Company 

  
 21 













 
representing more than 50% of the combined voting power of the Company’s then outstanding securities. 

(t) “Fair Market Value” means, as of any date, the value of the Common Stock determined by the Board
in compliance with Section 409A of the Code or, in the case of an Incentive Stock Option, in compliance with Section 422 of the Code. 

(u) “Incentive Stock Option” means an option granted pursuant to Section 5 of the Plan that is
intended to be, and that qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code. 

(v) “Nonstatutory Stock Option” means any option granted pursuant to Section 5 of the Plan that
does not qualify as an Incentive Stock Option. 
 (w) “Officer” means any person designated by the
Company as an officer. 
 (x) “Option” means an Incentive Stock Option or a Nonstatutory Stock
Option to purchase shares of Common Stock granted pursuant to the Plan. 
 (y) “Option Agreement”
means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement will be subject to the terms and conditions of the Plan. 

(z) “Optionholder” means a person to whom an Option is granted pursuant to the Plan or, if applicable,
such other person who holds an outstanding Option. 
 (aa) “Other Stock Award” means an award based
in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 6(c). 

(bb) “Other Stock Award Agreement” means a written agreement between the Company and a holder of an
Other Stock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject to the terms and conditions of the Plan. 

(cc) “Own”, “Owned”, “Owner”,
“Ownership” A person or Entity will be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directly or
indirectly, through any contract, arrangement, understanding, relationship or_ otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities. 

(dd) “Participant” means a person to whom a Stock Award is granted pursuant to the Plan or, if
applicable; such other person who holds an outstanding Stock Award. 
 (ee) “Plan” means this
Vividion Therapeutics, Inc. 2016 Equity Incentive Plan. 
 (ff) “Restricted Stock Award” means an
award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a). 

  
 22 













 (gg) “Restricted Stock Award Agreement” means a
written agreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms and conditions of the Plan. 

(hh) “Restricted Stock Unit Award” means a right to receive shares of Common Stock which is granted
pursuant to the terms and conditions of Section 6(b). 
 (ii) “Restricted Stock Unit Award
Agreement” means a written agreement between the Company and holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement will be subject
to the terms and conditions of the Plan. 
 (jj) “Rule 405” means Rule 405 promulgated under the
Securities Act. 
 (kk) “Rule 701” means Rule 701 promulgated under the Securities Act. 

(ll) “Securities Act” means the Securities Act of 1933, as amended. 

(mm) “Stock Appreciation Right” or “SAR” means a right to receive the
appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 5. 
 (nn)
“Stock Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation
Right Agreement will be subject to the terms and conditions of the Plan. 
 (oo) “Stock Award” means
any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right or any Other Stock Award. 

(pp) “Stock Award Agreement” means a written agreement between the Company and a Participant
evidencing the terms and conditions of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan. 

(qq) “Subsidiary” means, with respect to the Company, (i) any corporation of which more than 50%
of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation will have or might have
voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest
(whether in the form of voting or participation in profits or capital contribution) of more than 50%. 
 (rr)
“Ten Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company or
any Affiliate. 

  
 23 













 APPENDIX A 

VIVIDION THERAPEUTICS, INC. 

2016 EQUITY INCENTIVE PLAN 

Provisions Applicable to California Residents 

California State Securities Law Compliance 

Notwithstanding anything to the contrary otherwise appearing in the Plan, to the extent applicable, the following provisions promulgated under
the California Code of Regulations, together with any and all amendments, supplements or revisions thereto, shall apply to any Option granted under the Plan to a resident of the State of California and, in the event of any conflict or inconsistency
between the following provisions and the provisions otherwise appearing in the Plan, the following provisions shall control, solely with respect to Options granted under the Plan to residents of the State of California: 

Rule 260.140.41., Compensatory option plans 

Options granted to employees (including insurance agents who are employees for purposes of Rule 701(c) under the Securities Act of 1933, as
amended (17 C.F.R. 230.701(c))), officers, directors, general partners, trustees (where the issuer is a business trust) managers, advisors or consultants of the issuer, its parents, its majority-owned subsidiaries or majority-owned subsidiaries of
the issuer’s parents as part of a compensatory benefit plan shall be pursuant to a plan or agreement that provides for all of the following: 

(a) The total number of securities (which may be expressed as a specific number of securities or as a percentage of the total number of
securities outstanding from time to time) which may be issued and the persons eligible to receive options to purchase these securities. 

(b) An exercise period of not more than 120 months from the date the option is granted. 

(c) The non-transferability of the options, provided that the plan or agreement may permit transfer by
will, by the laws of descent and distribution, to a revocable trust, or as permitted by Rule 701 of the Securities Act of 1933, as amended (17 C.F.R. 230.701). 

(d) The proportionate adjustment of the number of securities purchasable and the exercise price thereof under the option in the event of a
stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution of the issuer’s equity securities without the receipt of consideration by the issuer, of or on the issuer’s class or
series of securities underlying the option. 
 (e) Unless employment is terminated for cause as defined by applicable law, the terms of the
plan or option grant or a contract of employment, the right to exercise in the event of termination of employment, to the extent that the Optionee is entitled to exercise on the date employment terminates, continues until the earlier of the Option
expiration date or: 

  
 24 













 (1) At least six (6) months from the date of termination if termination was caused by
death or disability. 
 (2) At least thirty (30) days from the date of termination if termination was caused by other than death or
disability. 
 (f) Options must be granted within ten (10) years from the date the plan is adopted or the date the plan is approved by
the Company’s securities holders, whichever is earlier. 
 (g) The plan must be approved by a majority of the outstanding securities
entitled to vote by the later of (1) within 12 months before or after the date the plan is adopted or (2) prior to or within 12 months of the granting of any Option or issuance of any security under the plan in the State of California. Any
Option granted to any person in the State of California that is exercised before security holder approval is obtained must be rescinded if security holder approval is not obtained in the manner described in the preceding sentence. Such securities
shall not be counted in determining whether such approval is obtained. A foreign private issuer, as defined by Rule 3b-4 of the Securities Exchange Act of 1934, as amended (17 C.F.R. 240.3b-4), shall not be required to comply with this subsection provided that the aggregate number of persons in the State of California granted Options under all option plans and agreements and issued securities
under all purchase and bonus plans and agreements does not exceed 35. 
 (h) Compliance with Section 260.140.46 of these rules
regarding the information required to be received by security holders. 
 Rule 260.140.42, Compensatory purchase or bonus plans excluding
option plans. 
 Securities (other than options) distributed or sold to employees, officers, directors, general partners, trustees (where
the issuer is a business trust), managers, advisors or consultants of the issuer, its parents, its majority-owned subsidiaries or majority-owned subsidiaries of the issuer’s parents as part of a compensatory benefit plan shall be pursuant to a
plan or agreement that provides for all of the following: 
 (a) The total number of securities (which may be expressed as a specific number
of securities or as a percentage of the total number of securities outstanding from time to time) which may be issued and the persons eligible to purchase securities under the plan or agreement. 

(b) The nontransferablity of the rights of any eligible person to acquire securities under the plan or agreement, provided that the plan or
agreement may permit transfer of the rights to purchase securities by will, by the laws of descent and distribution, to a revocable trust, or as permitted by Rule 701 of the Securities Act of 1933, as amended (17 C.F.R. 230.701). 

(c) The proportionate adjustment of the number of securities allocated to any eligible person under the plan or agreement in the event of a
stock split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution of the issuer’s equity securities without the receipt of consideration by the issuer, of or on the issuer’s class of
securities subject to the purchase right. 

  
 25 













 (d) Securities must be issued within 10 years from the date the plan or agreement is adopted
or the plan or agreement is approved by the issuer’s security holders, whichever is earlier. 
 (e) The plan or agreement must be
approved by a majority of the outstanding securities entitled to vote by the later of (1) within 12 months before or after the plan is adopted or the date the agreement is entered into or (2) prior to or within 12 months of the issuance of
any security under the plan or agreement in this state. Any issuance of securities before security holder approval is obtained must be rescinded if security holder approval is not obtained in the manner described in the preceding sentence. Such
securities shall not be counted in determining whether such approval is obtained. A foreign private issuer, as defined by Rule 3b-4 of the Securities Exchange Act of 1934, as amended (17 C.F.R. 240.3b-4), shall not be required to comply with this subsection provided that the aggregate number of persons in this state granted options under all option plans and agreements and issued securities under all
purchases and bonus plans and agreements does not exceed 35. 
 (f) Compliance with Section 260.140.46 of these rules regarding the
information required to be received by security holders. 
 Rule 260.140.45, Limitation on number of securities 

(a) The total number of securities issuable upon exercise of all outstanding Options (exclusive of rights described in Section 260.140.40
and warrants described in Sections 260.140.43 and 260.140.44 of these rules, and any purchase plan or agreement as described in Section 260.1 40.42 of these rules (provided that the purchase plan or agreement provides that all securities will
have a purchase price of 100% of the fair value (Section 260.140.50) of the security either at the time the person is granted the right to purchase securities under the plan or at the time the purchase is consummated)), and the total number of
securities called for under any bonus or similar plan or agreement shall not exceed a number of securities which is equal to thirty percent (30)% of the then outstanding securities of the issuer (convertible preferred or convertible senior common
shares of stock will be counted on an as if converted basis), exclusive of securities subject to promotional waivers under Section 260.141, unless a percentage higher than thirty percent (30%) is approved by at least two-thirds of the outstanding securities entitled to vote. 
 (b) The thirty percent (30%) limitation set
forth in this Rule, or such other percentage limitation as may be approved pursuant to this Rule, shall be deemed satisfied if the plan provides that at no time shall the total number of securities issuable upon exercise of all outstanding options
and the total number of securities provided for under any bonus or similar plan or agreement of the issuer exceed the applicable percentage as calculated in accordance with the conditions and the exclusions of this Rule, based on the securities of
the issuer which are outstanding at the time the calculation is made. 
 (c) This section shall not apply to any plan that complies with all
conditions of Rule 701 of the Securities Act of 1933, as amended (17 C.F.R. 230.701); provided that for purposes of determining such compliance, any registered domestic partner shall be considered a “family member” as that term is defined
in Rule 701. 

  
 26 













 Rule 260.140.46, Information to security holders. 

Plans or agreements pursuant to which securities are to be issued to employees, officers, directors, managers, advisors or consultants
(including option, purchase and bonus plans) shall provide that the security holder(s) will receive financial statements at least annually. This section does not require the use of financial statements in accordance with Section 260.613 of
these rules. This section shall not apply when issuance is limited to key persons whose duties in connection with the issuer assure them access to equivalent information. This section shall not apply to any plan or agreement that complies with all
conditions of Rule 701 of the Securities Act of 1933, as amended (17 C.F.R. 230.701); provided that for purposes of determining such compliance, any registered domestic partner shall be considered a “family member” as that term is defined
in Rule 701. 

  
 27 













 FORM OF 

VIVIDION THERAPEUTICS, INC. 

STOCK OPTION GRANT NOTICE 

(2016 EQUITY INCENTIVE PLAN) 

Vividion Therapeutics, Inc. (the “Company”), pursuant to its 2016 Equity Incentive Plan (the
“Plan”), hereby grants to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This option is subject to all of the terms and conditions as set forth in this notice, in
the Option Agreement, the Plan and the Notice of Exercise, all of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the Option Agreement will have the same
definitions as in the Plan or the Option Agreement. If there is any conflict between the terms in the Option Agreement and the Plan, the terms of the Plan will control. 
  

			
	 Optionholder:
	  	  

	 Date of Grant:
	  	  

	 Vesting Commencement Date:
	  	  

	 Number of Shares Subject to Option:
	  	  

	 Exercise Price (Per Share):
	  	  

	 Total Exercise Price:
	  	  

	 Expiration Date:
	  	  


  

					
	 Type of Grant:
	  	 ☐    Incentive Stock Option1
	  	 ☐    Nonstatutory Stock Option

			
	 Exercise Schedule:
	  	 ☐    Same as Vesting Schedule
	  	 ☐    Early Exercise Permitted

		
	 Vesting Schedule:
	  	 [1/4th of the shares vest one year after the Vesting
Commencement Date; the balance of the shares vest in a series of 36 successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date, subject to Optionholder’s Continuous Service as of each such
date.]

		
	 Payment:
	  	 By one or a combination of the following items (described in the Option Agreement):

		
		  	 ☐    By cash or check

		  	 ☐    Pursuant to a Regulation T Program if the shares are publicly
traded

		  	 ☐    By delivery of already-owned shares if the shares are publicly
traded

		  	 ☐    By deferred payment

		  	 ☐    If and only to the extent this option is a Nonstatutory Stock Option, and
subject to the Company’s consent at the time of exercise, by a “net exercise” arrangement


  

	1 	 If this is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options) cannot be first
exercisable for more than $100,000 in value (measured by exercise price) in any calendar year. Any excess over $100,000 is a Nonstatutory Stock Option. 














 Additional Terms/Acknowledgements: Optionholder acknowledges receipt of, and
understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended or revised except as
provided in a writing signed by Optionholder and a duly authorized officer of the Company or as otherwise provided in the Plan. Optionholder further acknowledges that as of the Date of Grant, this Stock Option Grant Notice, the Option
Agreement, and the Plan set forth the entire understanding between Optionholder and the Company regarding the this stock option award and supersede all prior oral and written agreements, promises and/or representations on that subject with the
exception of (i) options previously granted and delivered to Optionholder, and (ii) the following agreements only. 
  

			
	 OTHER AGREEMENTS:
	  	  

		  	  


  

									
	 VIVIDION THERAPEUTICS, INC.
	 		 	 OPTIONHOLDER:



 

									
	 By:
	 	  
	 		 	  

		 	Signature	 		 	Signature
					
	 Title:
	 	  
	 		 	 Date:
	 	  

					
	 Date:
	 	  
	 		 		 	

 PLEASE RETURN AN EXECUTED CONSENT
OF SPOUSE (ATTACHMENT IV) WITH THIS GRANT NOTICE 

ATTACHMENTS: Option Agreement, 2016 Equity Incentive Plan, Notice of Exercise and Consent of Spouse 












 ATTACHMENT I 

VIVIDION THERAPEUTICS, INC. 

2016 EQUITY INCENTIVE PLAN 

OPTION AGREEMENT 

(INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK
OPTION) 
 Pursuant to your Stock Option Grant Notice (“Grant Notice”) and this
Option Agreement, Vividion Therapeutics, Inc. (the “Company”) has granted you an option under its 2016 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common
Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”). If there is any
conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Defined terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions as in
the Plan. 
 The details of your option, in addition to those set forth in the Grant Notice and the Plan, are as follows:

 1. VESTING. Your option will vest as provided in your Grant Notice. Vesting will cease upon
the termination of your Continuous Service. 
 2. NUMBER OF SHARES
AND EXERCISE PRICE. The number of shares of Common Stock subject to your option and your exercise price per share in your Grant Notice will be adjusted for Capitalization Adjustments. 

3. EXERCISE RESTRICTION FOR NON-EXEMPT EMPLOYEES. If you are an Employee eligible for overtime compensation under the Fair Labor Standards Act of 1938, as amended (that is, a “Non-Exempt Employee”), and except as otherwise provided in the Plan, you may not exercise your option until you have completed at least six months of Continuous Service measured from the Date of Grant,
even if you have already been an employee for more than six months. Consistent with the provisions of the Worker Economic Opportunity Act, you may exercise your option as to any vested portion prior to such six month anniversary in the case of
(i) your death or disability, (ii) a Corporate Transaction in which your option is not assumed, continued or substituted, (iii) a Change in Control or (iv) your termination of Continuous Service on your “retirement” (as
defined in the Company’s benefit plans). 
 4. EXERCISE PRIOR TO
VESTING (“EARLY EXERCISE”). If permitted in your Grant Notice (i.e., the “Exercise Schedule” indicates “Early Exercise
Permitted”) and subject to the provisions of your option, you may elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise all or part of your option,
including the unvested portion of your option; provided, however, that: 
 (a) a partial exercise of your
option will be deemed to cover first vested shares of Common Stock and then the earliest vesting installment of unvested shares of Common Stock; 












 (b) any shares of Common Stock so purchased from installments that
have not vested as of the date of exercise will be subject to the purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement; 

(c) you will enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that
will result in the same vesting as if no early exercise had occurred; and 
 (d) if your option is an Incentive Stock
Option, then, to the extent that the aggregate Fair Market Value (determined at the Date of Grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable for the first time by
you during any calendar year (under all plans of the Company and its Affiliates) exceeds one $100,000, your option(s) or portions thereof that exceed such limit (according to the order in which they were granted) will be treated as Nonstatutory
Stock Options. 
 5. METHOD OF PAYMENT. You must pay the full
amount of the exercise price for the shares you wish to exercise. You may pay the exercise price in cash or by check or in any other manner permitted by your Grant Notice, which may include one or more of the following: 

(a) Provided that at the time of exercise the Common Stock is publicly traded, pursuant to a program developed under
Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to
the Company from the sales proceeds. This manner of payment is also known as a “broker-assisted exercise”, “same day sale”, or “sell to cover”. 

(b) Provided that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by
actual delivery or attestation) of already-owned shares of Common Stock that are owned free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date of exercise. “Delivery”
for these purposes, in the sole discretion of the Company at the time you exercise your option, will include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the Company. You may not
exercise your option by delivery to the Company of Common Stock if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock. 

(c) If this option is a Nonstatutory Stock Option, subject to the consent of the Company at the time of exercise, by a
“net exercise” arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise of your option by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate
exercise price. You must pay any remaining balance of the aggregate exercise price not satisfied by the “net exercise” in cash or other permitted form of payment. Shares of Common Stock will no longer be outstanding under your option and
will not be exercisable thereafter if those shares (i) are used to pay the exercise price pursuant to the “net exercise,” (ii) are delivered to you as a result of such exercise, and (iii) are withheld to satisfy your tax
withholding obligations. 
 (d) Pursuant to the following deferred payment alternative: 












 (i) Not less than 100% of the aggregate exercise price, plus accrued
interest, will be due four years from date of exercise or, at the Company’s election, upon termination of your Continuous Service. 

(ii) Interest will be compounded at least annually and will be charged at the minimum rate of interest necessary to
avoid (1) the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement and (2) the classification of your option as a liability for
financial accounting purposes. 
 (iii) In order to elect the deferred payment alternative, you must, as a part of
your written notice of exercise, give notice of the election of this payment alternative and, in order to secure the payment of the deferred exercise price to the Company hereunder, if the Company so requests, you must tender to the Company a
promissory note and a pledge agreement covering the purchased shares of Common Stock, both in form and substance satisfactory to the Company, or such other or additional documentation as the Company may request. 

6. WHOLE SHARES. You may exercise your option only for whole shares of Common
Stock. 
 7. SECURITIES LAW COMPLIANCE. In no event may you
exercise your option unless the shares of Common Stock issuable upon exercise are then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance of the shares would be exempt from the
registration requirements of the Securities Act. The exercise of your option also must comply with all other applicable laws and regulations governing your option, and you may not exercise your option if the Company determines that such exercise
would not be in material compliance with such laws and regulations. 
 8. TERM. You may not
exercise your option before the Date of Grant or after the expiration of the option’s term. The term of your option expires, subject to the provisions of Section 5(h) of the Plan, upon the earliest of the following: 

(a) immediately upon the termination of your Continuous Service for Cause; 

(b) three months after the termination of your Continuous Service for any reason other than Cause, your
Disability or your death (except as otherwise provided in Section 8(d) below); provided, however, that if during any part of such three month period your option is not exercisable solely because of the condition set forth in the section
above relating to “Securities Law Compliance,” your option will not expire until the earlier of the Expiration Date or until it has been exercisable for an aggregate period of three months after the termination of your Continuous Service;
provided further, that if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six months after the Date of Grant, and (iii) you have vested in a portion of
your option at the time of your termination of Continuous Service, your option will not expire until the earlier of (x) the later of (A) the date that is seven months after the Date of Grant, and (B) the date that is three months
after the termination of your Continuous Service, and (y) the Expiration Date; 
 (c) 12 months after the
termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d)) below; 












 (d) 18 months after your death if you die either during your
Continuous Service or within three months after your Continuous Service terminates for any reason other than Cause; 

(e) the Expiration Date indicated in your Grant Notice; or 

(f) the day before the 10th anniversary of the Date of Grant. 

If your option is an Incentive Stock Option, note that to obtain the federal income tax advantages associated with an
Incentive Stock Option, the Code requires that at all times beginning on the Date of Grant and ending on the day three months before the date of your option’s exercise, you must be an employee of the Company or an Affiliate, except in the event
of your death or Disability. The Company has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that your option will necessarily be treated as an Incentive Stock Option if you
continue to provide services to the Company or an Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three months after the date your employment with the Company or an Affiliate
terminates. 
 9. EXERCISE. 

(a) You may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so
permits) during its term by (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other documents and/or procedures designated by the Company for exercise and (ii) paying the exercise price and any
applicable withholding taxes to the Company’s Secretary, stock plan administrator, or such other person as the Company may designate, together with such additional documents as the Company may then require. 

(b) By exercising your option you agree that, as a condition to any exercise of your option, the Company may require
you to enter into an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture to
which the shares of Common Stock are subject at the time of exercise, or (iii) the disposition of shares of Common Stock acquired upon such exercise. 

(c) If your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company
in writing within 15 days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of your option that occurs within two years after the Date of Grant or within one year after such shares of Common Stock are
transferred upon exercise of your option. 
 (d) By exercising your option you agree that you will not sell, dispose
of, transfer, make any short sale of, grant any option for the purchase of, or enter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company held by you, for a
period of 180 days following the effective date of a registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will request to facilitate compliance with FINRA Rule 2711 or NYSE
Member Rule 472 or any successor or similar rules or regulation (the “Lock-Up Period”); provided, however, that nothing contained in this section will prevent the exercise of a
reacquisition or repurchase option, if any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or
the underwriters that are consistent with 












 
the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to your shares of
Common Stock until the end of such period. You also agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound by this Section 9(d). The underwriters of the Company’s stock are
intended third party beneficiaries of this Section 9(d) and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 

10. TRANSFERABILITY. Except as otherwise provided in this Section 10, your option is not
transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. 

(a) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee,
and provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your option pursuant to the terms of a domestic relations order, official marital settlement agreement or other
divorce or separation instrument as permitted by Treasury Regulation 1.421-1(b)(2) that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed
terms of any division of this option with the Company prior to finalizing the domestic relations order or marital settlement agreement to help ensure the required information is contained within the domestic relations order or marital settlement
agreement. If this option is an Incentive Stock Option, this option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.

Beneficiary Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering
written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, on your death, will thereafter be entitled to exercise this option and receive the
Common Stock or other consideration resulting from such exercise subject to the same or substantially similar terms and conditions regarding the option and the shares of Common Stock issuable upon exercise of the option as set forth in this
agreement. In the absence of such a designation, your executor or administrator of your estate will be entitled to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise.

11. RIGHT OF FIRST REFUSAL. Shares of Common Stock
that you acquire upon exercise of your option are subject to any right of first refusal that may be described in the Company’s bylaws in effect at such time the Company elects to exercise its right. The Company’s right of first refusal
will expire on the first date upon which any security of the Company is listed (or approved for listing) upon notice of issuance on a national securities exchange or quotation system (the “Listing Date”). 

12. RIGHT OF REPURCHASE. 

(a) Shares of Common Stock that you acquire upon exercise of your option are subject to any right of repurchase that
may be described in the Company’s bylaws in effect at such time the Company elects to exercise its right. 
 13.
OPTION NOT A SERVICE CONTRACT. Your option is not an employment or service contract, and nothing in your option will be deemed to create in any way whatsoever any
obligation on your part to continue in the employ of the Company or an Affiliate, or of the Company or an Affiliate to 












 
continue your employment. In addition, nothing in your option will obligate the Company or an Affiliate, their respective stockholders, boards of directors, officers or Employees to continue any
relationship that you might have as a Director or Consultant for the Company or an Affiliate. 
 14.
WITHHOLDING OBLIGATIONS. 
 (a) At the time you exercise your option, in whole or
in part, and at any time thereafter as requested by the Company, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for (including by means of a “same day
sale” pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board to the extent permitted by the Company), any sums required to satisfy the federal, state, local and foreign tax withholding obligations of the
Company or an Affiliate, if any, which arise in connection with the exercise of your option. 
 (b) Upon your request
and subject to approval by the Company, and compliance with any applicable legal conditions or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise of your option a number of
whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid
classification of your option as a liability for financial accounting purposes). If the date of determination of any tax withholding obligation is deferred to a date later than the date of exercise of your option, share withholding pursuant to the
preceding sentence shall not be permitted unless you make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired upon such exercise with respect to which such determination
is otherwise deferred, to accelerate the determination of such tax withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock shall be withheld solely from fully vested shares
of Common Stock determined as of the date of exercise of your option that are otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding procedure shall be your sole
responsibility. 
 (c) You may not exercise your option unless the tax withholding obligations of the Company and/or
any Affiliate are satisfied. Accordingly, you may not be able to exercise your option when desired even though your option is vested, and the Company will have no obligation to issue a certificate for such shares of Common Stock or release such
shares of Common Stock from any escrow provided for herein, if applicable, unless such obligations are satisfied. 

15. TAX CONSEQUENCES. You hereby agree that the Company does not
have a duty to design or administer the Plan or its other compensation programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related to
tax liabilities arising from your option or your other compensation. In particular, you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the Grant Notice is at least equal to
the “fair market value” per share of the Common Stock on the Date of Grant and there is no other impermissible deferral of compensation associated with the option. Because the Common Stock is not traded on an established securities market,
the Fair Market Value is determined by the Board, perhaps in consultation with an independent valuation firm retained by the Company. You acknowledge that there is no guarantee that the Internal Revenue Service will agree with the valuation as
determined by the Board, and you will not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates in the event that 












 
the Internal Revenue Service asserts that the valuation determined by the Board is less than the “fair market value” as subsequently determined by the Internal Revenue Service. 

16. AGREEMENT TO EXECUTE OTHER
AGREEMENTS. You hereby agree to execute, as a condition precedent to the exercise of your option and at any time thereafter as may reasonably be requested by the Company, in each case only to the extent that at the time of such
exercise you own in excess of 1% of the Company’s capital stock on a fully-diluted as-converted to Common Stock basis (assuming the conversion of all outstanding shares of the Company’s Preferred
Stock to shares of Common Stock and assuming the exercise of all then outstanding options and warrants to purchase shares of Common Stock), a counterpart signature page to that certain Right of First Refusal and
Co-Sale Agreement dated March 31, 2016, by and among the Company and the persons and entities listed on Schedule A and Schedule B attached thereto (the
“Co-Sale Agreement”), and an Adoption Agreement, by which you agree to be bound by and subject to the terms of the Voting Agreement dated March 31, 2016, by and among the Company and the
persons and entities listed on Schedule A and Schedule B attached thereto, as may be amended from time to time (the “Voting Agreement”), and to become a “Key Holder” under the
Co-Sale Agreement and a “Stockholder” under the Voting Agreement; provided, however, that execution of the Co-Sale Agreement and the Adoption Agreement
will not be required upon any exercise of the Options that occurs after the consummation of a firm commitment underwritten public offering by the Company of shares of its Common Stock in connection with which all of the outstanding shares of the
Company’s Preferred Stock are converted into shares of Common Stock, pursuant to the Company’s Amended and Restated Certificate of Incorporation. 

17. NOTICES. Any notices provided for in your option or the Plan will be given in writing
(including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five days after deposit in the United States mail, postage prepaid, addressed to you at the last address
you provided to the Company. The Company may, in its sole discretion, decide to deliver any documents related to participation in the Plan and this option by electronic means or to request your consent to participate in the Plan by electronic means.
By accepting this option, you consent to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or
another third party designated by the Company. 
 18. GOVERNING PLAN
DOCUMENT. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a part of your option, 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. If there is any conflict between the provisions of your option and those of the Plan, the provisions of the Plan will control. 












 ATTACHMENT II 

2016 EQUITY INCENTIVE PLAN 












 ATTACHMENT III 

NOTICE OF EXERCISE 

Vividion Therapeutics, Inc. 

5820 Nancy Ridge Dr. 
 San Diego,
CA 92121 
  

					
		  	Date of Exercise:
                                        
	  	

 This constitutes notice to Vividion Therapeutics, Inc. (the “Company”)
under my stock option that I elect to purchase the below number of shares of Common Stock of the Company (the “Shares”) for the price set forth below. 
  


									
	 Type of option (check one):
	  	 	Incentive ☐	 	 	 	Nonstatutory ☐	 
	 Stock option dated:
	  				 			
		  	  
	  
	 	 	  
	  
	 
	 Number of Shares as to which option is exercised:
	  				 			
		  	  
	  
	 	 	  
	  
	 
	 Certificates to be issued in name of:
	  				 			
		  	  
	  
	 	 	  
	  
	 
	 Total exercise price:
	  	$	             	 	 	$	             	 
		  	  
	  
	 	 	  
	  
	 
	 Cash payment delivered herewith:
	  	$	             	 	 	$	             	 
		  	  
	  
	 	 	  
	  
	 
	 [Value of              Shares
delivered herewith2:
	  	$	             	 	 	$	             	] 
		  	  
	  
	 	 	  
	  
	 
	 [Value of              Shares
pursuant to net exercise2:
	  	$	             	 	 	$	             	] 
		  	  
	  
	 	 	  
	  
	 
	 [Regulation T Program (cashless
exercise3):
	  	$	             	 	 	$	             	] 
		  	  
	  
	 	 	  
	  
	 

  

	2 	 Shares must meet the public trading requirements set forth in the option. Shares must be valued in
accordance with the terms of the option being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be endorsed or accompanied by an executed assignment separate from certificate.




	2 	 The option must be a Nonstatutory Stock Option, and Vividion Therapeutics, Inc. must have established net
exercise procedures at the time of exercise, in order to utilize this payment method. 



	3 	 Shares must meet the public trading requirements set forth in the option. 














 By this exercise, I agree (i) to provide such additional documents as
you may require pursuant to the terms of the 2016 Equity Incentive Plan (ii) to provide for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise of this option, and
(iii) if this exercise relates to an incentive stock option, to notify you in writing within 15 days after the date of any disposition of any of the Shares issued upon exercise of this option that occurs within two years after the date of grant
of this option or within one year after such Shares are issued upon exercise of this option. 
 I hereby make the following
certifications and representations with respect to the number of Shares listed above, which are being acquired by me for my own account upon exercise of the option as set forth above: 

I acknowledge that the Shares have not been registered under the Securities Act of 1933, as amended (the
“Securities Act”), and are deemed to constitute “restricted securities” under Rule 701 and Rule 144 promulgated under the Securities Act. I warrant and represent to the Company that I have no present intention of
distributing or selling said Shares, except as permitted under the Securities Act and any applicable state securities laws. 

I further acknowledge that I will not be able to resell the Shares for at least 90 days after the stock of the Company becomes
publicly traded (i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) under Rule 701 and that more restrictive conditions apply to affiliates of the Company under Rule 144. 

I further acknowledge that all certificates representing any of the Shares subject to the provisions of the Option shall have
endorsed thereon appropriate legends reflecting the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company’s Articles of Incorporation, Bylaws and/or applicable securities laws and any other legends the
Company deems appropriate. 
 I further agree that, if required by the Company (or a representative of the underwriters) in
connection with the first underwritten registration of the offering of any securities of the Company under the Securities Act, I will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, or enter into any
hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of the Company for a period of 180 days following the effective date of a registration statement of the Company filed under the
Securities Act (or such longer period as the underwriters or the Company shall request to facilitate compliance with FINRA, Rule 2711 or NYSE Member Rule 472 or any successor or similar rule or regulation) (the “Lock-Up Period”). I further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters that are consistent with the foregoing or that are
necessary to give further effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until
the end of such period. 
  

	
	 Very truly yours,

	
	  















 ATTACHMENT IV 

CONSENT OF SPOUSE 

I,
                                         ,
the undersigned, am the spouse of
                                         
(“Spouse”). I have read and clearly understand the provisions of the Stock Option Grant Notice between Vividion Therapeutics, Inc. (the “Company”) and my Spouse granted pursuant to the Company’s 2016 Equity Incentive
Plan and the documents referenced therein, as the same may be amended from time to time (collectively, the “Agreements”). 

I am aware that my Spouse has an ownership interest in the Company that is subject to the terms and provisions of the
Agreements. I am aware that the Agreements contain provisions regarding the transfer of interests in the Company which my Spouse may own, including any interest I may have therein. I am aware that my Spouse’s ownership interest in the Company
may be subject to forfeiture and repurchase by the Company in the event my Spouse ceases to provide services to or for the benefit of the Company or any of its subsidiaries. I am aware that I may have a community interest in such ownership interest.

 I hereby agree that my interest, if any, in any equity of the Company subject to the Agreements shall be irrevocably
bound by the Agreements and further understand and agree that any community property interest I may have in such equity of the Company shall be similarly bound by the Agreements. 

I am aware that the legal, financial and related matters contained in the Agreements are complex and that I am free to seek
independent professional guidance or counsel with respect to this Consent. I have either sought such guidance or counsel or determined after reviewing the Agreements carefully that I will waive such right. 

 

									
	 Dated:
	  	  
	  		  		  	
		  		  		  	  
	  	
		  		  		  	 Name: