EX-10.6





 Exhibit 10.6 

NGM BIOPHARMACEUTICALS, INC. 

2019 EMPLOYEE STOCK PURCHASE PLAN 

 

	1.	 GENERAL; PURPOSE. 



(a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to
purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan. 

(b) The Company, by means of the Plan, seeks to retain the services of such Employees, to secure and retain the services of new
Employees and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Related Corporations and Affiliates. 

(c) The Plan includes two components: a 423 Component and a Non-423 Component. The Company
intends (but makes no undertaking or representation to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is consistent with the
requirements of Section 423 of the Code. In addition, this Plan authorizes grants of Purchase Rights under the Non-423 Component that do not meet the requirements of an Employee Stock Purchase Plan.
Except as otherwise provided in the Plan or determined by the Board, the Non-423 Component will operate and be administered in the same manner as the 423 Component. In addition, the Company may make separate
Offerings which vary in terms (provided that such terms are not inconsistent with the provisions of the Plan or the requirements of an Employee Stock Purchase Plan), and the Company will designate which Designated Company is participating in each
separate Offering. 
  

	2.	 ADMINISTRATION. 



(a) The Board will administer the Plan unless and until the Board delegates administration of the Plan to a Committee or Committees, as
provided in Section 2(c). 
 (b) The Board will have the power, subject to, and within the limitations of, the express provisions
of the Plan: 
 (i) To determine how and when Purchase Rights will be granted and the provisions of each Offering (which need not be
identical). 
 (ii) To designate from time to time which Related Corporations will be eligible to participate in the Plan as
Designated 423 Corporations or as Designated Non-423 Corporations, which Affiliates may be excluded from participation in the Plan, and which Designated Companies will participate in each separate Offering (to
the extent that the Company makes separate Offerings). 
 (iii) To construe and interpret the Plan and Purchase Rights, and to
establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it deems necessary or expedient to make
the Plan fully effective. 
 (iv) To settle all controversies regarding the Plan and Purchase Rights granted under the Plan. 












 (v) To suspend or terminate the Plan at any time as provided in Section 12. 

(vi) To amend the Plan at any time as provided in Section 12. 

(vii) Generally, to exercise such powers and to perform such acts as it deems necessary or expedient to promote the best interests of
the Company, its Related Corporations, and Affiliates and to carry out the intent that the 423 Component be treated as an Employee Stock Purchase Plan. 

(viii) To adopt such rules, procedures and sub-plans relating to the operation and
administration of the Plan as are necessary or appropriate under applicable local laws, regulations and procedures to permit or facilitate participation in the Plan by Employees who are foreign nationals or employed or located outside the United
States. Without limiting the generality of, but consistent with, the foregoing, the Board specifically is authorized to adopt rules, procedures, and sub-plans, which, if applicable to a Designated Non-423 Corporation, do not have to comply with the requirements of Section 423 of the Code, regarding, without limitation, eligibility to participate in the Plan, the definition of eligible
“earnings,” handling and making of Contributions, establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, determination of beneficiary designation
requirements, withholding procedures and handling of share issuances, any of which may vary according to applicable requirements. 

(c) The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration 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 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), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as
may be adopted from time to time by the Board. Further, to the extent not prohibited by applicable law, the Board or Committee may, from time to time, delegate some or all of its authority under the Plan to other persons or groups of persons as it
deems necessary, appropriate, or advisable under conditions or limitations that it may set at or after the time of the delegation. 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. Whether or not the Board has delegated administration of the Plan to a Committee, the Board will have the final power to determine all questions of policy and expediency that may arise in
the administration of the Plan. 
 (d) 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 OF COMMON STOCK SUBJECT
TO THE PLAN. 


 (a) Subject to the provisions of Section 11(a)
relating to Capitalization Adjustments and the following sentence regarding the Evergreen Increase, the initial number of shares of Common Stock that may be issued under the Plan shall equal 1,000,000 shares of Common Stock (the “Share
Reserve”). In addition, the Share Reserve will automatically increase on January 1st of each year for a period of up to ten (10) years, commencing on January 1, 2020
and ending on (and including) January 1, 2029 (each, an “Evergreen Date”), in an amount equal to the lesser of (i) 1.0% of the total number of shares of Capital Stock outstanding on December 31st immediately preceding the applicable Evergreen Date, and (ii) 1,000,000 shares (the “Evergreen Increase”). Notwithstanding the foregoing, the Board may act prior to the
Evergreen Date of a given year to provide that there will be no Evergreen Increase for such year or that the Evergreen Increase for such year will be a lesser number of shares of Common Stock than 












 
would otherwise occur pursuant to the preceding sentence. For the avoidance of doubt, up to the maximum number of shares of Common Stock reserved under this Section 3(a) may be used to
satisfy purchases of Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy purchases of Common Stock under the Non-423 Component. 

(b) If any Purchase Right granted under the Plan terminates without having been exercised in full, the shares of Common Stock not
purchased under such Purchase Right will again become available for issuance under the Plan. 
 (c) The stock purchasable under the
Plan will be shares of authorized but unissued or reacquired Common Stock, including shares repurchased by the Company on the open market. 
  

	4.	 GRANT OF PURCHASE RIGHTS;
OFFERING. 


 (a) The Board may from time to time grant or provide for the grant of Purchase
Rights to Eligible Employees under an Offering (consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Board. Each Offering will be in such form and will contain such terms and conditions as the Board will
deem appropriate, and, with respect to the 423 Component, will comply with the requirement of Section 423(b)(5) of the Code that all Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions of an
Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering will include (through incorporation of the provisions of this Plan by reference
in the Offering Document or otherwise) the period during which the Offering will be effective, which period will not exceed 27 months beginning with the Offering Date, and the substance of the provisions contained in Sections 5 through 8, inclusive.

 (b) If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms
delivered to the Company or a third party designated by the Company (each, a “Company Designee”): (i) each form will apply to all of his or her Purchase Rights under the Plan, and (ii) a Purchase Right with a lower
exercise price (or an earlier-granted Purchase Right, if different Purchase Rights have identical exercise prices) will be exercised to the fullest possible extent before a Purchase Right with a higher exercise price (or a later-granted Purchase
Right if different Purchase Rights have identical exercise prices) will be exercised. 
 (c) The Board will have the discretion to
structure an Offering so that if the Fair Market Value of a share of Common Stock on the first Trading Day of a new Purchase Period within that Offering is less than or equal to the Fair Market Value of a share of Common Stock on the Offering Date
for that Offering, then (i) that Offering will terminate immediately as of that first Trading Day, and (ii) the Participants in such terminated Offering will be automatically enrolled in a new Offering beginning on the first Trading Day of
such new Purchase Period. 
  

	5.	 ELIGIBILITY. 



(a) Purchase Rights may be granted only to Employees of the Company or, as the Board may designate in accordance with Section 2(b),
to Employees of a Related Corporation or an Affiliate. Except as provided in Section 5(b) or as required by applicable law, an Employee will not be eligible to be granted Purchase Rights unless, on the Offering Date, the Employee has been in
the employ of the Company, a Related Corporation or an Affiliate, as the case may be, for such continuous period preceding such Offering Date as the Board may require, but in no event will the required period of continuous employment be equal to or
greater than two years. In addition, the Board may provide that no Employee will be eligible to be granted Purchase Rights under the Plan unless, on the Offering Date, such 












 
Employee’s customary employment with the Company, the Related Corporation, or the Affiliate, as applicable, is more than 20 hours per week and more than five months per calendar year or such
other criteria as the Board may determine consistent with Section 423 of the Code with respect to the 423 Component and applicable laws. 

(b) The Board may provide that each person who, during the course of an Offering, first becomes an Eligible Employee will, on a date or
dates specified in the Offering which coincides with the day on which such person becomes an Eligible Employee or which occurs thereafter, receive a Purchase Right under that Offering, which Purchase Right will thereafter be deemed to be a part of
that Offering. Such Purchase Right will have the same characteristics as any Purchase Rights originally granted under that Offering, as described herein, except that: 

(i) the date on which such Purchase Right is granted will be the “Offering Date” of such Purchase Right for all purposes,
including determination of the exercise price of such Purchase Right; 
 (ii) the period of the Offering with respect to such Purchase
Right will begin on its Offering Date and end coincident with the end of such Offering; and 
 (iii) the Board may provide that if
such person first becomes an Eligible Employee within a specified period of time before the end of the Offering, he or she will not receive any Purchase Right under that Offering. 

(c) No Employee will be eligible for the grant of any Purchase Rights if, immediately after any such Purchase Rights are granted, such
Employee owns stock possessing five percent or more of the total combined voting power or value of all classes of stock of the Company or of any Related Corporation. For purposes of this Section 5(c), the rules of Section 424(d) of the
Code will apply in determining the stock ownership of any Employee, and stock which such Employee may purchase under all outstanding Purchase Rights and options will be treated as stock owned by such Employee. 

(d) As specified by Section 423(b)(8) of the Code, an Eligible Employee may be granted Purchase Rights only if such Purchase
Rights, together with any other rights granted under all Employee Stock Purchase Plans of the Company and any Related Corporations or Affiliates, do not permit such Eligible Employee’s rights to purchase stock of the Company or any Related
Corporation or Affiliates to accrue at a rate which, when aggregated, exceeds US$25,000 of Fair Market Value of such stock (determined at the time such rights are granted, and which, with respect to the Plan, will be determined as of their
respective Offering Dates) for each calendar year in which such rights are outstanding at any time, subject to compliance with applicable laws. 

(e) Officers of the Company and any Designated Company, if they are otherwise Eligible Employees, will be eligible to participate in
Offerings under the Plan. Notwithstanding the foregoing, the Board may provide in an Offering that Employees who are highly compensated Employees within the meaning of Section 423(b)(4)(D) of the Code will not be eligible to participate. 

(f) Notwithstanding anything in this Section 5 to the contrary, in the case of an Offering under the
Non-423 Component, an Eligible Employee (or group of Eligible Employees) may be excluded from participation in the Plan or an Offering if the Board has determined, in its sole discretion, that participation of
such Eligible Employee(s) is not advisable or practical for any reason. 













	6.	 PURCHASE RIGHTS; PURCHASE PRICE.



 (a) On each Offering Date, each Eligible Employee, pursuant to an Offering made under the Plan, will be
granted a Purchase Right to purchase up to that number of shares of Common Stock (rounded down to the nearest whole share) purchasable either with a percentage or with a maximum dollar amount, as designated by the Board, but in either case not
exceeding 15% of such Employee’s earnings (as defined by the Board in each Offering) during the period that begins on the Offering Date (or such later date as the Board determines for a particular Offering) and ends on the date stated in the
Offering, which date will be no later than the end of the Offering. 
 (b) The Board will establish one or more Purchase Dates during
an Offering on which Purchase Rights granted for that Offering will be exercised and shares of Common Stock will be purchased in accordance with such Offering. 

(c) In connection with each Offering made under the Plan, the Board may specify (i) a maximum number of shares of Common Stock that
may be purchased by any Participant on any Purchase Date during such Offering, (ii) a maximum aggregate number of shares of Common Stock that may be purchased by all Participants pursuant to such Offering and/or (iii) a maximum aggregate
number of shares of Common Stock that may be purchased by all Participants on any Purchase Date under the Offering. If the aggregate purchase of shares of Common Stock issuable upon exercise of Purchase Rights granted under the Offering would exceed
any such maximum aggregate number, then, in the absence of any Board action otherwise, a pro rata (based on each Participant’s accumulated Contributions) allocation of the shares of Common Stock (rounded down to the nearest whole share)
available will be made in as nearly a uniform manner as will be practicable and equitable. 
 (d) The purchase price of shares of
Common Stock acquired pursuant to Purchase Rights will be not less than the lesser of: 
 (i) an amount equal to 85% of
the Fair Market Value of the shares of Common Stock on the Offering Date; or 
 (ii) an amount equal to 85% of the Fair Market Value
of the shares of Common Stock on the applicable Purchase Date. 
  

	7.	 PARTICIPATION; WITHDRAWAL; TERMINATION.



 (a) An Eligible Employee may elect to authorize payroll deductions as the means of making Contributions by
completing and delivering to the Company or Company Designee, within the time specified in the Offering, an enrollment form provided by the Company or Company Designee. The enrollment form will specify the amount of Contributions not to exceed the
maximum amount specified by the Board. Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except where applicable laws or
regulations require that Contributions be deposited with a Company Designee or otherwise segregated. If permitted in the Offering, a Participant may begin such Contributions with the first payroll occurring on or after the Offering Date (or, in the
case of a payroll date that occurs after the end of the prior Offering but before the Offering Date of the next new Offering, Contributions from such payroll will be included in the new Offering). If permitted in the Offering, a Participant may
thereafter reduce (including to zero) or increase his or her Contributions. If required under applicable laws or regulations or if specifically provided in the Offering, in addition to or instead of making Contributions by payroll deductions, a
Participant may make Contributions through a payment by cash, check, or wire transfer prior to a Purchase Date, in a manner directed by the Company or a Company Designee. 












 (b) During an Offering, a Participant may cease making Contributions and withdraw
from the Offering by delivering to the Company or a Company Designee a withdrawal form provided by the Company. The Company may impose a deadline before a Purchase Date for withdrawing. Upon such withdrawal, such Participant’s Purchase Right in
that Offering will immediately terminate and the Company will distribute as soon as practicable to such Participant all of his or her accumulated but unused Contributions and such Participant’s Purchase Right in that Offering shall thereupon
terminate. A Participant’s withdrawal from that Offering will have no effect upon his or her eligibility to participate in any other Offerings under the Plan, but such Participant will be required to deliver a new enrollment form to participate
in subsequent Offerings. 
 (c) Unless otherwise required by applicable law, Purchase Rights granted pursuant to any Offering under
the Plan will terminate immediately if the Participant either (i) is no longer an Employee for any reason or for no reason or (ii) is otherwise no longer eligible to participate. In this regard, unless otherwise determined by the Board, a
Participant whose employment transfers or whose employment terminates with an immediate rehire (with no break in service) by or between the Company and a Designated Company will not be treated as having terminated employment for purposes of
participating in the Plan or an Offering; however, if a Participant transfers from an Offering under the 423 Component to an Offering under the Non-423 Component, the exercise of the Participant’s
Purchase Right will be qualified under the 423 Component only to the extent such exercise complies with Section 423 of the Code. If a Participant transfers from an Offering under the Non-423 Component to
an Offering under the 423 Component, the exercise of the Purchase Right will remain non-qualified under the Non-423 Component. In the event that a Participant’s
Purchase Right is terminated under the Plan, the Company will distribute as soon as practicable to such individual all of his or her accumulated but unused Contributions. 

(d) During a Participant’s lifetime, Purchase Rights will be exercisable only by such Participant. Purchase Rights are not
transferable by a Participant, except by will, by the laws of descent and distribution, or, if permitted by the Company, by a beneficiary designation as described in Section 10. 

(e) Unless otherwise specified in the Offering or required by applicable law, the Company will have no obligation to pay interest on
Contributions. 
  

	8.	 EXERCISE OF PURCHASE RIGHTS. 



(a) On each Purchase Date, each Participant’s accumulated Contributions will be applied to the purchase of shares of Common Stock
(rounded down to the nearest whole share), up to the maximum number of shares of Common Stock permitted by the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares will be issued unless specifically
provided for in the Offering. 
 (b) Unless otherwise provided in the Offering, if any amount of accumulated Contributions remains in
a Participant’s account after the purchase of shares of Common Stock on a Purchase Date in an Offering, then such remaining amount will be distributed to such Participant as soon as practicable after the applicable Purchase Date, without
interest, unless the payment of interest is required by applicable laws. 
 (c) No Purchase Rights may be exercised to any extent
unless the shares of Common Stock to be issued upon such exercise under the Plan are covered by an effective registration statement pursuant to the Securities Act and the Plan is in material compliance with all applicable U.S. federal and state,
foreign and other securities, exchange control and other laws applicable to the Plan. If on a Purchase Date the shares of Common Stock are not so registered or the Plan is not in such compliance, no Purchase













 
Rights will be exercised on such Purchase Date, and the Purchase Date will be delayed until the shares of Common Stock are subject to such an effective registration statement and the Plan is in
material compliance, except that the Purchase Date will in no event be more than 6 months from the Offering Date. If, on the Purchase Date, as delayed to the maximum extent permissible, the shares of Common Stock are not registered and the Plan is
not in material compliance with all applicable laws or regulations, as determined by the Company in its sole discretion, no Purchase Rights will be exercised and all accumulated but unused Contributions will be distributed as soon as practicable to
the Participants without interest, unless the payment of interest is required by applicable laws. 
  

	9.	 COVENANTS OF THE COMPANY.



 The Company will seek to obtain from each U.S. federal or state, foreign or other regulatory commission or agency
having jurisdiction over the Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder unless the Company determines, in its sole discretion, that doing so would cause the Company to incur
costs that are unreasonable. If, after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or the lawful issuance and sale of Common Stock under
the Plan, and at a commercially reasonable cost, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights. 

 

	10.	 DESIGNATION OF BENEFICIARY. 



(a) The Company may, but is not obligated to, permit a Participant to submit a form designating a beneficiary who will receive any
shares of Common Stock and/or Contributions from the Participant’s account under the Plan if the Participant dies before such shares and/or Contributions are delivered to the Participant. The Company may, but is not obligated to, permit the
Participant to change such designation of beneficiary. Any such designation and/or change must be on a form approved by the Company or as approved by the Company for use by a Company Designee. 

(b) If a Participant dies, in the absence of a valid beneficiary designation, the Company will deliver any shares of Common Stock and/or
Contributions to the executor or administrator of the estate of the Participant. If no executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares of Common Stock
and/or Contributions, without interest, unless the payment of interest is required by applicable laws, to the Participant’s spouse, dependents or relatives, or if no spouse, dependent or relative is known to the Company, then to such other
person as the Company may designate. 
  

	11.	 ADJUSTMENTS UPON CHANGES IN
COMMON STOCK; CORPORATE TRANSACTIONS. 


 (a) 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 by which the share reserve is to increase automatically each year pursuant to Section 3(a), (iii) the class(es) and number of securities subject to, and the purchase price applicable to outstanding Offerings and Purchase Rights, and
(iv) the class(es) and number of securities that are the subject of the purchase limits under each ongoing Offering. The Board will make these adjustments, and its determination will be final, binding and conclusive. 












 (b) In the event of a Corporate Transaction, then: (i) any surviving corporation
or acquiring corporation (or the surviving or acquiring corporation’s parent company) may assume or continue outstanding Purchase Rights or may substitute similar rights (including a right to acquire the same consideration paid to the
stockholders in the Corporate Transaction) for outstanding Purchase Rights, or (ii) if any surviving or acquiring corporation (or its parent company) does not assume or continue such Purchase Rights or does not substitute similar rights
for such Purchase Rights, then the Participants’ accumulated Contributions will be used to purchase shares of Common Stock (rounded down to the nearest whole share) within ten business days prior to the Corporate Transaction under the
outstanding Purchase Rights, and the Purchase Rights will terminate immediately after such purchase. 
 (c) In the event of a spin-off or similar transaction, the Board may take actions including shortening an Offering. 
  

	12.	 AMENDMENT, TERMINATION OR SUSPENSION
OF THE PLAN. 


 (a) The Board may amend the Plan at any time in any
respect the Board deems necessary or advisable. However, except as provided in Section 11(a) relating to Capitalization Adjustments, stockholder approval will be required for any amendment of the Plan for which stockholder approval is required
by applicable laws, regulations or listing requirements, including any amendment that either (i) materially increases the number of shares of Common Stock available for issuance under the Plan, (ii) materially expands the class of
individuals eligible to become Participants and receive Purchase Rights, (iii) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be purchased under the
Plan, (iv) materially extends the term of the Plan, or (v) expands the types of awards available for issuance under the Plan, but in each of (i) through (v) above only to the extent stockholder approval is required by applicable laws,
regulations, or listing requirements. 
 (b) The Board may suspend or terminate the Plan at any time. No Purchase Rights may be
granted under the Plan while the Plan is suspended or after it is terminated. 
 (c) Any benefits, privileges, entitlements and
obligations under any outstanding Purchase Rights granted before an amendment, suspension or termination of the Plan will not be materially impaired by any such amendment, suspension or termination except (i) with the consent of the person to
whom such Purchase Rights were granted, (ii) as necessary to comply with any laws, listing requirements, or governmental regulations (including, without limitation, the provisions of Section 423 of the Code and the regulations and other
interpretive guidance issued thereunder relating to Employee Stock Purchase Plans) including without limitation any such regulations or other guidance that may be issued or amended after the Effective Date, or (iii) as necessary to obtain or
maintain any special tax, listing, or regulatory treatment. To be clear, the Board may amend outstanding Purchase Rights without a Participant’s consent if such amendment is necessary to ensure that the Purchase Right and/or the
423 Component complies with the requirements of Section 423 of the Code, or other applicable laws, listing requirements, or governmental regulations. 

Notwithstanding anything in the Plan to the contrary, the Board will be entitled to: (i) permit Contributions in excess of the amount
designated by a Participant in order to adjust for mistakes in the Company’s processing of properly completed Contribution elections; (ii) establish reasonable waiting and adjustment periods and/or accounting and crediting procedures to
ensure that amounts applied toward the purchase of Common Stock for each Participant properly correspond with amounts withheld from the Participant’s Contributions; (iii) amend any outstanding Purchase Rights or clarify any ambiguities
regarding the terms of any Offering to enable the Purchase Rights to qualify under and/or comply with Section 423 of the Code; and (iv) establish other limitations or procedures as the Board determines in its sole discretion advisable that
are consistent with the Plan. The actions of the Board pursuant to this paragraph will not be considered to alter or impair any Purchase Rights granted under an Offering as they are part of the initial terms of each Offering and the Purchase Rights
granted under each Offering. 













	13.	 TAX MATTERS. 



(a) Purchase Rights granted under the 423 Component are intended to be exempt from the application of Section 409A of the Code
under U.S. Treasury Regulation Section 1.409A-1(b)(5)(ii). Purchase Rights granted under the Non-423 Component to U.S. taxpayers are intended to be exempt from
the application of Section 409A of the Code under the short-term deferral exception or compliant with Section 409A of the Code and any ambiguities will be construed and interpreted in accordance with such intent.

(b) Although the Company may endeavor to qualify a Purchase Right for special tax treatment under the laws of the United States or
jurisdictions outside of the United States, or avoid adverse tax treatment (e.g., under Section 409A of the Code), the Company makes no representation to that effect and expressly disavows any covenant to maintain special or to avoid
unfavorable tax treatment, notwithstanding anything to the contrary in this Plan.
  

	14.	 TAX WITHHOLDING. 



The Participant will make adequate provision to satisfy the Tax-Related Items withholding obligations,
if any, of the Company and/or the applicable Designated Company which arise with respect to Participant’s participation in the Plan or upon the disposition of the shares of the Common Stock. The Company and/or the Designated Company may, but
will not be obligated to, withhold from the Participant’s compensation or any other payments due the Participant the amount necessary to meet such withholding obligations or withhold from the proceeds of the sale of shares of Common Stock or
any other method of withholding that the Company and/or the Designated Company deems appropriate. The Company and/or the Designated Company will have the right to take such other action as may be necessary in the opinion of the Company or a
Designated Company to satisfy withholding and/or reporting obligations for such Tax-Related Items. 
  

	15.	 EFFECTIVE DATE OF PLAN.



 The Plan will become effective immediately prior to and contingent upon the IPO Date. No Purchase Rights will be
exercised unless and until the Plan has been approved by the stockholders of the Company, which approval must be within 12 months before or after the date the Plan is adopted (or if required under Section 12(a) above, materially amended) by the
Board. 
  

	16.	 MISCELLANEOUS PROVISIONS. 



(a) Proceeds from the sale of shares of Common Stock pursuant to Purchase Rights will constitute general funds of the Company. 

(b) A Participant will not be deemed to be the holder of, or to have any of the rights of a holder with respect to, shares of Common
Stock subject to Purchase Rights unless and until the Participant’s shares of Common Stock acquired upon exercise of Purchase Rights are recorded in the books of the Company (or its transfer agent). 

(c) The Plan and Offering do not constitute an employment contract. Nothing in the Plan or in the Offering will in any way alter the at-will nature of a Participant’s employment, if applicable, or be deemed to create in any way whatsoever any obligation on the part of any Participant to continue in the employ of the Company, a Related
Corporation, or an Affiliate, or on the part of the Company, a Related Corporation or an Affiliate to continue the employment of a Participant. 












 (d) The provisions of the Plan will be governed by the laws of the State of Delaware
without resort to that state’s conflicts of laws rules. 
 (e) If any particular provision of the Plan is found to be invalid or
otherwise unenforceable, such provision will not affect the other provisions of the Plan, but the Plan will be construed in all respects as if such invalid provision were omitted. 

(f) If any provision of the Plan does not comply with applicable law or regulations, such provision shall be construed in such a manner
as to comply with applicable law or regulations. 
  

	17.	 DEFINITIONS. 



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

(a) “423 Component” means the part of the Plan, which excludes the
Non-423 Component, pursuant to which Purchase Rights that satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees. 

(b) “Affiliate” means any entity, other than a Related Corporation, in which the Company has an equity or other
ownership interest or that is directly or indirectly controlled by, controls, or is under common control with the Company, in all cases, as determined by the Board, whether now or hereafter existing. 

(c) “Board” means the board of directors of the Company. 

(d) “Capital Stock” means each and every class of common stock of the Company, regardless of the number
of votes per share. 
 (e) “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 Purchase Right 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 other similar equity
restructuring transaction, as that term is used in 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. 
 (f) “Code” means the U.S. Internal
Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder. 
 (g)
“Committee” means a committee of one or more members of the Board to whom authority has been delegated by the Board in accordance with Section 2(c). 

(h) “Common Stock” means, as of the IPO Date, the common stock of the Company. 

(i) “Company” means NGM Biopharmaceuticals, Inc., a Delaware corporation, and any successor
corporation thereto. 












 (j) “Contributions” means the payroll
deductions and/or other payments specifically provided for in the Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into his or her account if specifically provided for in
the Offering, and then only if the Participant has not already contributed the maximum permitted amount of payroll deductions and/or other payments during the Offering. 

(k) “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; 
 (ii) a sale or
other disposition of more than 50% 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. 
 (l) “Designated 423
Corporation” means any Related Corporation selected by the Board as participating in the 423 Component. 
 (m)
“Designated Company” means any Designated Non-423 Corporation or Designated 423 Corporation, provided, however, that at any given time, a Related Corporation participating in the 423
Component shall not be a Related Corporation participating in the Non-423 Component. 
 (n)
“Designated Non-423 Corporation” means any Related Corporation or Affiliate selected by the Board as participating in the Non-423 Component. 

(o) “Director” means a member of the Board. 

(p) “Effective Date” means the effective date of the Plan, as set forth in Section 15. 

(q) “Eligible Employee” means an Employee who meets the requirements set forth in the document(s)
governing the Offering for eligibility to participate in the Offering, provided that such Employee also meets the requirements for eligibility to participate set forth in the Plan. 

(r) “Employee” means any person, including an Officer or Director, who is “employed” for
purposes of Section 423(b)(4) of the Code by the Company or a Related Corporation (including 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. 
 (s) “Employee Stock Purchase Plan” means a plan that
grants Purchase Rights intended to be options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code. 

(t) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended and the rules and
regulations promulgated thereunder. 












 (u) “Fair Market Value” means, as of any date, the value of
the Common Stock determined as follows: 
 (i) If the Common Stock is listed on any established stock exchange or traded
on any established market, the Fair Market Value of a share of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or market (or the exchange or market with the greatest
volume of trading in the Common Stock) on the date of determination, as reported in such source as the Board deems reliable. Unless otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of
determination, then the Fair Market Value will be the closing sales price on the last preceding date for which such quotation exists. 

(ii) In the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith in
compliance with applicable laws and regulations and in a manner that complies with Sections 409A of the Code. 
 (iii) Notwithstanding
the foregoing, for any Offering that commences on the IPO Date, the Fair Market Value of the shares of Common Stock on the Offering Date will be the price per share at which shares are first sold to the public in the Company’s initial public
offering as specified in the final prospectus for that initial public offering. 
 (v) “IPO Date” means
the date of the underwriting agreement between the Company and the underwriter(s) managing the initial public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering. 

(w) “Non-423 Component” means the part of the Plan, which excludes the
423 Component, pursuant to which Purchase Rights that are not intended to satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees. 

(x) “Offering” means the grant to Eligible Employees of Purchase Rights, with the exercise of those
Purchase Rights automatically occurring at the end of one or more Purchase Periods. The terms and conditions of an Offering will generally be set forth in the “Offering Document” approved by the Board for that Offering. 

(y) “Offering Date” means a date selected by the Board for an Offering to commence. 

(z) “Officer” means a person who is an officer of the Company or a Related Corporation or
Affiliate within the meaning of Section 16 of the Exchange Act. 
 (aa) “Participant” means an
Eligible Employee who holds an outstanding Purchase Right. 
 (bb) “Plan” means this NGM
Biopharmaceuticals, Inc. 2019 Employee Stock Purchase Plan, as amended from time to time. 
 (cc) “Purchase
Date” means one or more dates during an Offering selected by the Board on which Purchase Rights will be exercised and on which purchases of shares of Common Stock will be carried out in accordance with such Offering. 

(dd) “Purchase Period” means a period of time specified within an Offering, generally beginning on
the Offering Date or on the first Trading Day following a Purchase Date, and ending on a Purchase Date. An Offering may consist of one or more Purchase Periods. 












 (ee) “Purchase Right” means an option to
purchase shares of Common Stock granted pursuant to the Plan. 
 (ff) “Related Corporation”
means any “parent corporation” or “subsidiary corporation” of the Company whether now or subsequently established, as those terms are defined in Sections 424(e) and (f), respectively, of the Code. 

(gg) “Securities Act” means the U.S. Securities Act of 1933, as amended. 

(hh) “Tax-Related Items” means any income tax, social
insurance, payroll tax, fringe benefit tax, payment on account or other tax-related items arising in relation to a Participant’s participation in the Plan. 

(ii) “Trading Day” means any day on which the exchange(s) or market(s) on which shares of Common Stock
are listed, including but not limited to the NYSE, Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq Capital Market or any successors thereto, is open for trading.