EX-10.5





 Exhibit 10.5 

KEROS THERAPEUTICS, INC. 

STOCK OPTION GRANT NOTICE 

(2020 EQUITY INCENTIVE PLAN) 

Keros Therapeutics, Inc. (the “Company”), pursuant to its 2020 Equity Incentive Plan (the “Plan”), has granted
to you (“Optionholder”) an option to purchase the number of shares of the Common Stock set forth below (the “Option”). Your Option is subject to all of the terms and conditions as set forth herein and
in the Plan, and the Stock Option Agreement 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 Stock Option Agreement
shall have the meanings set forth in the Plan or the Stock Option Agreement, as applicable. 
  

			
	 Optionholder:
	 	
                   
                     

	 Date of Grant:
	 	
                   
                     

	 Vesting Commencement Date:
	 	
                   
                     

	 Number of Shares of Common Stock Subject to Option:
	 	
                   
                     

	 Exercise Price (Per Share):
	 	
                   
                     

	 Total Exercise Price:
	 	
                   
                     

	 Expiration Date:
	 	
                   
                     


  

			
	Type of Grant:	  	[Incentive Stock Option] OR [Nonstatutory Stock Option]
		
	Exercise and Vesting Schedule:	  	Subject to the Optionholder’s Continuous Service through each applicable vesting date, the Option will vest as follows:
		
		  	[1/4th of the shares vest and become exercisable one year after the Vesting Commencement Date; the balance of the shares vest and become exercisable in a series of thirty-six (36) successive equal monthly installments measured from the first anniversary of the Vesting Commencement Date on the same date of the month as the Vesting Commencement Date. [Notwithstanding the
foregoing, the Option will accelerate vesting and exercisability in full upon a Change in Control which occurs during your Continuous Service.]]

 Optionholder Acknowledgements: By your signature below or by electronic acceptance or authentication in a form
authorized by the Company, you understand and agree that: 
  

	 	•	 	 The Option is governed by this Stock Option Grant Notice, and the provisions of the Plan and the Stock Option
Agreement and the Notice of Exercise, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Stock Option Agreement (together, the “Option Agreement”) may not be
modified, amended or revised except in a writing signed by you and a duly authorized officer of the Company. 


  

	 	•	 	 [If the Option is an Incentive Stock Option, it (plus other outstanding Incentive Stock Options granted to you)
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.] 



 

	 	•	 	 You consent to receive this Grant Notice, the Stock Option Agreement, the Plan, the Prospectus and any other
Plan-related 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.
















	 	•	 	 You have read and are familiar with the provisions of the Plan, the Stock Option Agreement, the Notice of
Exercise and the Prospectus. In the event of any conflict between the provisions in this Grant Notice, the Option Agreement, the Notice of Exercise, or the Prospectus and the terms of the Plan, the terms of the Plan shall control.



  

	 	•	 	 The Option Agreement sets forth the entire understanding between you and the Company regarding the acquisition of
Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of other equity awards previously granted to you and any written employment agreement, offer letter, severance
agreement, written severance plan or policy, or other written agreement between the Company and you in each case that specifies the terms that should govern this Option. 



 

	 	•	 	 Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law) or other transmission method and any counterpart so delivered will be deemed to have been duly and validly delivered and be valid and effective for
all purposes. 


  

									
	KEROS THERAPEUTICS, INC.	 		 	OPTIONHOLDER:
				
	By:	 	
                     
                                         
                  
	 		 	
                     
                                        


	Signature	 		 		 	Signature
	Title:	 	
                     
                                        
	 		 	Date:	 	     
                                         
   

	Date:	 	  
	 		 		 	

 ATTACHMENTS: Stock Option Agreement, 2020 Equity Incentive Plan, Notice of Exercise 












 KEROS THERAPEUTICS, INC. 

2020 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

As reflected by your Stock Option Grant Notice (“Grant Notice”), Keros Therapeutics, Inc. (the
“Company”) has granted you an option under its 2020 Equity Incentive Plan (the “Plan”) to purchase a number of shares of Common Stock at the exercise price indicated in your Grant Notice (the
“Option”). Capitalized terms not explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the meanings set forth in the Grant Notice or Plan, as applicable. The terms of your Option as
specified in the Grant Notice and this Stock Option Agreement constitute your Option Agreement. 
 The general terms and conditions
applicable to your Option are as follows: 
 1.    GOVERNING PLAN
DOCUMENT. Your Option is subject to all the provisions of the Plan, including but not limited to the provisions in: 

(a)    Section 6 regarding the impact of a Capitalization Adjustment, dissolution, liquidation, or Corporate
Transaction on your Option; 
 (b)    Section 9(e) regarding the Company’s retained rights to terminate
your Continuous Service notwithstanding the grant of the Option; and 
 (c)    Section 8(c) regarding the tax
consequences of your Option. 
 Your Option is further subject to all interpretations, amendments, rules and regulations, which may from time to time be
promulgated and adopted pursuant to the Plan. In the event of any conflict between the Option Agreement and the provisions of the Plan, the provisions of the Plan shall control. 

2.    EXERCISE. 

(a)    You may generally exercise the vested portion of your Option for whole shares of Common Stock at any time
during its term by delivery of payment of the exercise price and applicable withholding taxes and other required documentation to the Plan Administrator in accordance with the exercise procedures established by the Plan Administrator, which may
include an electronic submission. Please review Sections 4(i), 4(j) and 7(b)(v) of the Plan, which may restrict or prohibit your ability to exercise your Option during certain periods. 

(b)    To the extent permitted by Applicable Law, you may pay your Option exercise price as follows: 

(i)    cash, check, bank draft or money order; 












 (ii)    subject to Company and/or Committee consent at the time
of exercise, pursuant to a “cashless exercise” program as further described in Section 4(c)(ii) of the Plan if at the time of exercise the Common Stock is publicly traded; 

(iii)    subject to Company and/or Committee consent at the time of exercise, by delivery of previously owned
shares of Common Stock as further described in Section 4(c)(iii) of the Plan; or 
 (iv)    subject to
Company and/or Committee consent at the time of exercise, if the Option is a Nonstatutory Stock Option, by a “net exercise” arrangement as further described in Section 4(c)(iv) of the Plan. 

(c)    By accepting 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 with respect to any shares of Common Stock or other securities of the Company held by you, for a period of one hundred
eighty (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 2241 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 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 2(c). The underwriters of the Company’s stock are intended third party beneficiaries of this
Section 2(c) and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto. 

3.    TERM. You may not exercise your Option before the commencement of its term or after its
term expires. The term of your Option commences on the Date of Grant and expires 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, Disability
or death; 
 (c)    12 months after the termination of your Continuous Service due to your Disability; 

(d)    24 months after your death if you die during your Continuous Service; 

(e)    immediately upon a Corporate Transaction if the Board has determined that the Option will terminate in
connection with a Corporate Transaction, 
 (f)    the Expiration Date indicated in your Grant Notice; or 












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

 Notwithstanding the foregoing, if you die during the period provided in Section 3(b) or 3(c) above, the term of your Option shall
not expire until the earlier of (i) 24 months after your death, (ii) upon any termination of the Option in connection with a Corporate Transaction, (iii) the Expiration Date indicated in your Grant Notice, or (iv) the day before the
tenth anniversary of the Date of Grant. Additionally, the Post-Termination Exercise Period of your Option may be extended as provided in Section 4(i) of the Plan. 

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 of your Option 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. If the Company provides for the
extended exercisability of your Option under certain circumstances for your benefit, your Option will not necessarily be treated as an Incentive Stock Option if you exercise your Option more than three months after the date your employment
terminates. 
 4.    WITHHOLDING OBLIGATIONS. As further provided in
Section 8 of the Plan: (a) you may not exercise your Option unless the applicable tax withholding obligations are satisfied, and (b) at the time you exercise your Option, in whole or in part, or 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 “cashless exercise” 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, if any, which arise in connection with the exercise of
your Option in accordance with the withholding procedures established by the Company. Accordingly, you may not be able to exercise your Option even though the Option is vested, and the Company shall have no obligation to issue shares of Common Stock
subject to your Option, unless and until such obligations are satisfied. In the event that the amount of the Company’s withholding obligation in connection with your Option was greater than the amount actually withheld by the Company, you agree
to indemnify and hold the Company harmless from any failure by the Company to withhold the proper amount. 

5.    INCENTIVE STOCK OPTION DISPOSITION
REQUIREMENT. If your Option is an Incentive Stock Option, you must 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 your Option grant or within one year after such shares of Common Stock are transferred upon exercise of your Option. 

6.    TRANSFERABILITY. Except as otherwise provided in Section 4(e) of the Plan, your
Option is not transferable, except by will or by the applicable laws of descent and distribution, and is exercisable during your life only by you. 

7.    CORPORATE TRANSACTION. Your Option is subject to the terms of any
agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is authorized to act on your behalf with respect to any escrow, indemnities and
any contingent consideration. 












 8.    NO LIABILITY
FOR TAXES. As a condition to accepting the Option, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or Affiliates related
to tax liabilities arising from the Option or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of the Option and have
either done so or knowingly and voluntarily declined to do so. Additionally, you acknowledge that the Option is exempt from Section 409A only if the exercise price is at least equal to the “fair market value” of the Common Stock on
the date of grant as determined by the Internal Revenue Service and there is no other impermissible deferral of compensation associated with the Option. Additionally, as a condition to accepting the Option, you agree 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 such exercise is less than the “fair market value” of the Common Stock on the date of grant as subsequently
determined by the Internal Revenue Service. 

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

 11.    QUESTIONS. If you have questions regarding these or any other terms and
conditions applicable to your Option, including a summary of the applicable federal income tax consequences please see the Prospectus. 
 * *
* * 












 KEROS THERAPEUTICS, INC. 

(2020 EQUITY INCENTIVE PLAN) 

NOTICE OF EXERCISE 
 KEROS
THERAPEUTICS, INC. 
 99 HAYDEN AVENUE, SUITE 120, BUILDING
E 
 LEXINGTON, MASSACHUSETTS
02421                                        
                                         
                   Date of Exercise:
                     
 This
constitutes notice to KEROS THERAPEUTICS, INC. (the “Company”) that I elect to purchase the below number of shares of Common Stock of the Company
(the “Shares”) by exercising my Option for the price set forth below. Capitalized terms not explicitly defined in this Notice of Exercise but defined in the Grant Notice, Option Agreement or 2020 EQUITY
INCENTIVE PLAN (the “Plan”) shall have the meanings set forth in the Grant Notice, Option Agreement or Plan, as applicable. Use of certain payment methods is subject to Company
and/or Committee consent and certain additional requirements set forth in the Option Agreement and the Plan. 
  

									
			
	 Type of option (check one):
	  	 	Incentive 	☐ 	 	 	Nonstatutory 	☐ 
			
	 Date of Grant:
	  	 	            	 	 			
			
	 Number of Shares as to which Option is exercised:
	  	 	            	 	 			
			
	 Certificates to be issued in name of:
	  	 	            	 	 			
			
	 Total exercise price:
	  	$	             	 	 			
			
	 Cash, check, bank draft or money order delivered herewith:
	  	$	             	 	 			
			
	 Value of                  Shares
delivered herewith:
	  	$	             	 	 			
			
	 Regulation T Program (cashless exercise)
	  	$	             	 	 			
			
	 Value of                  Shares
pursuant to net exercise:
	  	$	             	 	 			













 By this exercise, I agree (i) to provide such additional documents as you may require
pursuant to the terms of the Plan, (ii) to satisfy the tax withholding obligations, if any, relating to the exercise of this Option as set forth in the Option Agreement, 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 or within one year after such Shares are issued upon exercise of
this Option. 
 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 with respect to any shares of Common Stock or other securities of the Company for a period of one hundred eighty (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 2241 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,
	
	
                     
















 KEROS THERAPEUTICS, INC. 

RSU AWARD GRANT NOTICE 

(2020 EQUITY INCENTIVE PLAN) 

Keros Therapeutics, Inc. (the “Company”) has awarded to you (the “Participant”) the number of restricted stock
units specified and on the terms set forth below in consideration of your services (the “RSU Award”). Your RSU Award is subject to all of the terms and conditions as set forth herein and in the Company’s 2020 Equity
Incentive Plan (the “Plan”) and the Award Agreement (the “Agreement”), which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined
in the Plan or the Agreement shall have the meanings set forth in the Plan or the Agreement. 
  

					
	Participant:	 	  
	 	
	Date of Grant:	 	  
	 	                            
	Vesting Commencement Date:	 	  
	 	
	Number of Restricted Stock Units:	 	  
	 	

  

			
	Vesting Schedule:	 	[                                      
                      ]. [The RSU Award shall vest in full upon a Change in Control that occurs during your Continuous Service.]
Notwithstanding the foregoing, vesting shall terminate upon the Participant’s termination of Continuous Service.
		
	Issuance Schedule:	 	One share of Common Stock will be issued for each restricted stock unit which vests at the time set forth in Section 5 of the Agreement.

 Participant Acknowledgements: By your signature below or by electronic acceptance or authentication in a form
authorized by the Company, you understand and agree that: 
  

	 	•	 	 The RSU Award is governed by this RSU Award Grant Notice (the “Grant Notice”), and the
provisions of the Plan and the Agreement, all of which are made a part of this document. Unless otherwise provided in the Plan, this Grant Notice and the Agreement (together, the “RSU Award Agreement”) may not be modified,
amended or revised except in a writing signed by you and a duly authorized officer of the Company. 


  

	 	•	 	 You have read and are familiar with the provisions of the Plan, the RSU Award Agreement and the Prospectus. In
the event of any conflict between the provisions in the RSU Award Agreement, or the Prospectus and the terms of the Plan, the terms of the Plan shall control. 



 

	 	•	 	 The RSU Award Agreement sets forth the entire understanding between you and the Company regarding the acquisition
of Common Stock and supersedes all prior oral and written agreements, promises and/or representations on that subject with the exception of: (i) other equity awards previously granted to you, and (ii) any written employment agreement,
offer letter, severance agreement, written severance plan or policy, or other written agreement between the Company and you in each case that specifies the terms that should govern this RSU Award. 



 

									
	KEROS THERAPEUTICS, INC.	  		  	PARTICIPANT:
				
	By:	  	  
	  	            	  	  

		  	Signature	  		  	Signature
					
	Title:	  	  
	  		  	Date:	  	  

					
	Date:	  	  
	  		  		  	

 ATTACHMENTS: RSU Award Agreement, 2020 Equity Incentive Plan 

  
 1 













 KEROS THERAPEUTICS, INC. 

2020 EQUITY INCENTIVE PLAN 

AWARD AGREEMENT (RSU AWARD) 

As reflected by your Restricted Stock Unit Grant Notice (“Grant Notice”), Keros Therapeutics, Inc. (the
“Company”) has granted you a RSU Award under its 2020 Equity Incentive Plan (the “Plan”) for the number of restricted stock units as indicated in your Grant Notice (the “RSU
Award”). The terms of your RSU Award as specified in this Award Agreement for your RSU Award (the “Agreement”) and the Grant Notice constitute your “RSU Award Agreement”. Defined terms not
explicitly defined in this Agreement but defined in the Grant Notice or the Plan shall have the same definitions as in the Grant Notice or Plan, as applicable. 

The general terms applicable to your RSU Award are as follows: 

1. GOVERNING PLAN DOCUMENT. Your RSU Award is subject to all the provisions of the
Plan, including but not limited to the provisions in: 
 (a) Section 6 of the Plan regarding the impact of a Capitalization
Adjustment, dissolution, liquidation, or Corporate Transaction on your RSU Award; 
 (b) Section 9(e) of the Plan regarding the
Company’s retained rights to terminate your Continuous Service notwithstanding the grant of the RSU Award; and 
 (c)
Section 8(c) of the Plan regarding the tax consequences of your RSU Award. 
 Your RSU Award is further subject to all interpretations, amendments,
rules and regulations, which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the RSU Award Agreement and the provisions of the Plan, the provisions of the Plan shall control. 

2. GRANT OF THE RSU AWARD. This RSU Award represents your right to
be issued on a future date the number of shares of the Company’s Common Stock that is equal to the number of restricted stock units indicated in the Grant Notice as modified to reflect any Capitalization Adjustment and subject to your
satisfaction of the vesting conditions set forth therein (the “Restricted Stock Units”). Any additional Restricted Stock Units that become subject to the RSU Award pursuant to Capitalization Adjustments as set forth in the
Plan and the provisions of Section 3 below, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions, restrictions on transferability, and time and manner of delivery as applicable to the other
Restricted Stock Units covered by your RSU Award. 

  
 1. 













 3. DIVIDENDS. You may become entitled to receive
payments equal to any cash dividends and other distributions paid with respect to a corresponding number of shares of Common Stock to be issued in respect of the Restricted Stock Units covered by your RSU Award. Any such dividends or distributions
shall be subject to the same forfeiture restrictions as apply to the Restricted Stock Units and shall be paid at the same time that the corresponding shares are issued in respect of your vested Restricted Stock Units, provided, however that to the
extent any such dividends or distributions are paid in shares of Common Stock, then you will automatically be granted a corresponding number of additional Restricted Stock Units subject to the RSU Award (the “Dividend
Units”), and further provided that such Dividend Units shall be subject to the same forfeiture restrictions and restrictions on transferability, and same timing requirements for issuance of shares, as apply to the Restricted Stock Units
subject to the RSU Award with respect to which the Dividend Units relate. 
 4. WITHHOLDING
OBLIGATIONS. As further provided in Section 8 of the Plan, you hereby authorize withholding from payroll and any other amounts payable to you, and otherwise agree to make adequate provision for, any sums required to
satisfy the federal, state, local and foreign tax withholding obligations, if any, which arise in connection with your RSU Award (the “Withholding Obligation”) in accordance with the withholding procedures established by the
Company. Unless the Withholding Obligation is satisfied, the Company shall have no obligation to deliver to you any Common Stock in respect of the RSU Award. In the event the Withholding Obligation of the Company arises prior to the delivery to you
of Common Stock or it is determined after the delivery of Common Stock to you that the amount of the Withholding Obligation was greater than the amount withheld by the Company, you agree to indemnify and hold the Company harmless from any failure by
the Company to withhold the proper amount. 
 5. DATE OF ISSUANCE. 

(a) The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury Regulations Section 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction of the Withholding Obligation, if any, in the event one or more Restricted Stock Units vests, the
Company shall issue to you one (1) share of Common Stock for each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above, and subject to any different provisions in the Grant
Notice). Each issuance date determined by this paragraph is referred to as an “Original Issuance Date.” 
 (b)
If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following business day. In addition, if: 

(i) the Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by the
Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including
but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 under the Exchange Act and was entered into in compliance with the Company’s policies (a
“10b5-1 Arrangement)), and 
 (ii) either (1) a Withholding
Obligation does not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy the Withholding Obligation by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date,
to you under this Award, and (B) not to permit you to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and
(C) not to permit you to pay your Withholding Obligation in cash, 

  
 2. 













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

(c) To the extent the RSU Award is a Non-Exempt RSU Award, the provisions of Section 11 of
the Plan shall apply. 
 6. TRANSFERABILITY. Except as otherwise provided in the Plan, your RSU Award is not
transferable, except by will or by the applicable laws of descent and distribution 
 7. CORPORATE
TRANSACTION. Your RSU Award is subject to the terms of any agreement governing a Corporate Transaction involving the Company, including, without limitation, a provision for the appointment of a stockholder representative that is
authorized to act on your behalf with respect to any escrow, indemnities and any contingent consideration. 
 8. NO
LIABILITY FOR TAXES. As a condition to accepting the RSU Award, you hereby (a) agree to not make any claim against the Company, or any of its Officers, Directors, Employees or
Affiliates related to tax liabilities arising from the RSU Award or other Company compensation and (b) acknowledge that you were advised to consult with your own personal tax, financial and other legal advisors regarding the tax consequences of
the RSU Award and have either done so or knowingly and voluntarily declined to do so. 
 9.
SEVERABILITY. If any part of this Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid, such unlawfulness or invalidity will not invalidate any portion of this
Agreement or the Plan not declared to be unlawful or invalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid will, if possible, be construed in a manner which will give effect to the terms of
such Section or part of a Section to the fullest extent possible while remaining lawful and valid. 
 10. OTHER
DOCUMENTS. You hereby acknowledge receipt of or the right to receive a document providing the information required by Rule 428(b)(1) promulgated under the Securities Act, which includes the Prospectus. In addition, you
acknowledge receipt of the Company’s Trading Policy. 
 11. QUESTIONS. If you have questions regarding
these or any other terms and conditions applicable to your RSU Award, including a summary of the applicable federal income tax consequences please see the Prospectus. 

  
 3.