Exhibit 10.3


 


SPRINGWORKS THERAPEUTICS,
INC.


 


2019 EMPLOYEE STOCK PURCHASE
PLAN


 


The purpose of the SpringWorks Therapeutics,
Inc. 2019 Employee Stock Purchase Plan (“the Plan”) is to provide eligible employees of SpringWorks Therapeutics, Inc.
(the “Company”) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of
the Company’s common stock, par value $0.0001 per share (the “Common Stock”). An aggregate of 442,153 shares
of Common Stock in the aggregate have been approved and reserved for this purpose, plus on January 1, 2020, and each January 1
thereafter through January 1, 2029, the number of shares of Common Stock reserved and available for issuance under the Plan shall
be cumulatively increased by the least of (i) one percent (1%) percent of the number of shares of Common Stock issued and outstanding
on the immediately preceding December 31st, (ii) 663,229 shares of Common Stock or (iii) such number of shares of Common Stock
as determined by the Administrator. The Plan is intended to constitute an “employee stock purchase plan” within the
meaning of Section 423(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and shall be interpreted in
accordance with that intent.


 


1.            Administration.
The Plan will be administered by the person or persons (the “Administrator”) appointed by the Company’s Board
of Directors (the “Board”) for such purpose. The Administrator has authority at any time to: (i) adopt, alter and repeal
such rules, guidelines and practices for the administration of the Plan and for its own acts and proceedings as it shall deem advisable;
(ii) interpret the terms and provisions of the Plan; (iii) make all determinations it deems advisable for the administration of
the Plan; (iv) decide all disputes arising in connection with the Plan; and (v) otherwise supervise the administration of the Plan.
All interpretations and decisions of the Administrator shall be binding on all persons, including the Company and the Participants.
No member of the Board or individual exercising administrative authority with respect to the Plan shall be liable for any action
or determination made in good faith with respect to the Plan or any option granted hereunder.


 




     

     


    

 


2.            Offerings.
The Company may make one or more offerings to eligible employees to purchase Common Stock under the Plan (“Offerings”).
Unless otherwise determined by the Administrator, an Offering will begin on the first business day occurring on or after each May
1 and November 1 and will end on the last business day occurring on or before the following October 31 and April 1 respectively.
The Administrator may, in its discretion, designate a different period for any Offering, provided that no Offering shall exceed
one year in duration or overlap any other Offering.


 


3.             Eligibility.
All individuals classified as employees on the payroll records of the Company and each Designated Subsidiary are eligible to participate
in any one or more of the Offerings under the Plan, provided that as of the first day of the applicable Offering (the “Offering
Date”) they are customarily employed by the Company or a Designated Subsidiary for more than 20 hours a week and have completed
at least three (3) months of employment. Notwithstanding any other provision herein, individuals who are not contemporaneously
classified as employees of the Company or a Designated Subsidiary for purposes of the Company’s or applicable Designated
Subsidiary’s payroll system are not considered to be eligible employees of the Company or any Designated Subsidiary and shall
not be eligible to participate in the Plan. In the event any such individuals are reclassified as employees of the Company or a
Designated Subsidiary for any purpose, including, without limitation, common law or statutory employees, by any action of any third
party, including, without limitation, any government agency, or as a result of any private lawsuit, action or administrative proceeding,
such individuals shall, notwithstanding such reclassification, remain ineligible for participation. Notwithstanding the foregoing,
the exclusive means for individuals who are not contemporaneously classified as employees of the Company or a Designated Subsidiary
on the Company’s or Designated Subsidiary’s payroll system to become eligible to participate in this Plan is through
an amendment to this Plan, duly executed by the Company, which specifically renders such individuals eligible to participate herein.


 




    	 	2	 



     


    

 


4.            Participation.


 


(a)       Participants.
An eligible employee who is not a Participant in any prior Offering may participate in a subsequent Offering by submitting an enrollment
form to his or her appropriate payroll location at least 15 business days before the Offering Date (or by such other deadline as
shall be established by the Administrator for the Offering).


 


(b)       Enrollment.
The enrollment form will (a) state a whole percentage to be deducted from an eligible employee’s Compensation (as defined
in Section 11) per pay period, (b) authorize the purchase of Common Stock in each Offering in accordance with the terms
of the Plan and (c) specify the exact name or names in which shares of Common Stock purchased for such individual are to be
issued pursuant to Section 10. An employee who does not enroll in accordance with these procedures will be deemed to have
waived the right to participate. Unless a Participant files a new enrollment form or withdraws from the Plan, such Participant’s
deductions and purchases will continue at the same percentage of Compensation for future Offerings, provided he or she remains
eligible.


 


(c)       Notwithstanding
the foregoing, participation in the Plan will neither be permitted nor be denied contrary to the requirements of the Code.


 




    	 	3	 



     


    

 


5.            Employee
Contributions. Each eligible employee may authorize payroll deductions at a minimum of one (1) percent up to a maximum
of fifteen (15) percent of such employee’s Compensation for each pay period. The Company will maintain book accounts
showing the amount of payroll deductions made by each Participant for each Offering. No interest will accrue or be paid on payroll
deductions.


 


6.            Deduction
Changes. Except as may be determined by the Administrator in advance of an Offering, a Participant may not increase or decrease
his or her payroll deduction during any Offering, but may increase or decrease his or her payroll deduction with respect to the
next Offering (subject to the limitations of Section 5) by filing a new enrollment form at least fifteen (15) business days
before the next Offering Date (or by such other deadline as shall be established by the Administrator for the Offering). The Administrator
may, in advance of any Offering, establish rules permitting a Participant to increase, decrease or terminate his or her payroll
deduction during an Offering.


 


7.            Withdrawal.
A Participant may withdraw from participation in the Plan by delivering a written notice of withdrawal to his or her appropriate
payroll location. The Participant’s withdrawal will be effective as of the next business day. Following a Participant’s
withdrawal, the Company will promptly refund such individual’s entire account balance under the Plan to him or her (after
payment for any Common Stock purchased before the effective date of withdrawal). Partial withdrawals are not permitted. Such an
employee may not begin participation again during the remainder of the Offering, but may enroll in a subsequent Offering in accordance
with Section 4.


 




    	 	4	 



     


    

 


8.            Grant
of Options. On each Offering Date, the Company will grant to each eligible employee who is then a Participant in the Plan an
option (“Option”) to purchase on the last day of such Offering (the “Exercise Date”), at the Option Price
hereinafter provided for, the lowest of (a) a number of shares of Common Stock determined by dividing such Participant’s
accumulated payroll deductions on such Exercise Date by the Option Price (as defined herein), (b) the number of shares determined
by dividing $25,000 by the Fair Market Value of the Common Stock on the Offering Date for such Offering; or (c) such other lesser
maximum number of shares as shall have been established by the Administrator in advance of the Offering; provided, however, that
such Option shall be subject to the limitations set forth below. Each Participant’s Option shall be exercisable only to the
extent of such Participant’s accumulated payroll deductions on the Exercise Date. The purchase price for each share purchased
under each Option (the “Option Price”) will be 85 percent of the Fair Market Value of the Common Stock on the Offering
Date or the Exercise Date, whichever is less.


 


Notwithstanding the foregoing, no Participant
may be granted an option hereunder if such Participant, immediately after the option was granted, would be treated as owning stock
possessing five (5) percent or more of the total combined voting power or value of all classes of stock of the Company or
any Parent or Subsidiary (as defined in Section 11). For purposes of the preceding sentence, the attribution rules of Section 424(d)
of the Code shall apply in determining the stock ownership of a Participant, and all stock which the Participant has a contractual
right to purchase shall be treated as stock owned by the Participant. In addition, no Participant may be granted an Option which
permits his or her rights to purchase stock under the Plan, and any other employee stock purchase plan of the Company and its Parents
and Subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such stock (determined on the option grant
date or dates) for each calendar year in which the Option is outstanding at any time. The purpose of the limitation in the preceding
sentence is to comply with Section 423(b)(8) of the Code and shall be applied taking Options into account in the order in
which they were granted.


 




    	 	5	 



     


    

 


9.            Exercise
of Option and Purchase of Shares. Each employee who continues to be a Participant in the Plan on the Exercise Date shall be
deemed to have exercised his or her Option on such date and shall acquire from the Company such number of whole shares of Common
Stock reserved for the purpose of the Plan as his or her accumulated payroll deductions on such date will purchase at the Option
Price, subject to any other limitations contained in the Plan. Any amount remaining in a Participant’s account at the end
of an Offering solely by reason of the inability to purchase a fractional share will be carried forward to the next Offering; any
other balance remaining in a Participant’s account at the end of an Offering will be refunded to the Participant promptly.


 


10.          Issuance
of Certificates. Certificates or book-entries at the Company’s transfer agent representing shares of Common Stock purchased
under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint
tenants with rights of survivorship, or in the name of a broker authorized by the employee to be his, her or their, nominee for
such purpose.


 


11.          Definitions.


 


The term “Compensation” means
the regular or basic rate of compensation.


 


The term “Designated Subsidiary”
means any present or future Subsidiary (as defined below) that has been designated by the Board to participate in the Plan. The
Board may so designate any Subsidiary, or revoke any such designation, at any time and from time to time, either before or after
the Plan is approved by the stockholders. The current list of Designated Subsidiaries is attached hereto as Appendix A.


 




    	 	6	 



     


    

 


The term “Fair Market Value of the
Common Stock” on any given date means the fair market value of the Common Stock determined in good faith by the Administrator;
provided, however, that if the Common Stock is admitted to quotation on the National Association of Securities Dealers Automated
Quotation System (“NASDAQ”), the NASDAQ Global Market, The New York Stock Exchange or another national securities exchange,
the determination shall be made by reference to the closing price on such date. If there is no closing price for such date, the
determination shall be made by reference to the last date preceding such date for which there is a closing price.


 


The term “Parent” means a “parent
corporation” with respect to the Company, as defined in Section 424(e) of the Code.


 


The term “Participant” means
an individual who is eligible as determined in Section 3 and who has complied with the provisions of Section 4.


 


The term “Subsidiary” means
a “subsidiary corporation” with respect to the Company, as defined in Section 424(f) of the Code.


 


12.          Rights
on Termination of Employment. If a Participant’s employment terminates for any reason before the Exercise Date for any
Offering, no payroll deduction will be taken from any pay due and owing to the Participant and the balance in the Participant’s
account will be paid to such Participant or, in the case of such Participant’s death, to his or her designated beneficiary
as if such Participant had withdrawn from the Plan under Section 7. An employee will be deemed to have terminated employment,
for this purpose, if the corporation that employs him or her, having been a Designated Subsidiary, ceases to be a Subsidiary, or
if the employee is transferred to any corporation other than the Company or a Designated Subsidiary. An employee will not be deemed
to have terminated employment for this purpose, if the employee is on an approved leave of absence for military service or sickness
or for any other purpose approved by the Company, if the employee’s right to reemployment is guaranteed either by a statute
or by contract or under the policy pursuant to which the leave of absence was granted or if the Administrator otherwise provides
in writing.


 




    	 	7	 



     


    

 


13.          Special
Rules. Notwithstanding anything herein to the contrary, the Administrator may adopt special rules applicable to the employees
of a particular Designated Subsidiary, whenever the Administrator determines that such rules are necessary or appropriate for the
implementation of the Plan in a jurisdiction where such Designated Subsidiary has employees; provided that such rules are consistent
with the requirements of Section 423(b) of the Code. Any special rules established pursuant to this Section 13 shall,
to the extent possible, result in the employees subject to such rules having substantially the same rights as other Participants
in the Plan.


 


14.          Optionees
Not Stockholders. Neither the granting of an Option to a Participant nor the deductions from his or her pay shall constitute
such Participant a holder of the shares of Common Stock covered by an Option under the Plan until such shares have been purchased
by and issued to him or her.


 


15.          Rights
Not Transferable. Rights under the Plan are not transferable by a Participant other than by will or the laws of descent and
distribution, and are exercisable during the Participant’s lifetime only by the Participant.


 


16.          Application
of Funds. All funds received or held by the Company under the Plan may be combined with other corporate funds and may be used
for any corporate purpose.


 


17.          Adjustment
in Case of Changes Affecting Common Stock. In the event of a subdivision of outstanding shares of Common Stock, the payment
of a dividend in Common Stock or any other change affecting the Common Stock, the number of shares approved for the Plan and the
share limitation set forth in Section 8 shall be equitably or proportionately adjusted to give proper effect to such event.


 




    	 	8	 



     


    

 


18.          Amendment
of the Plan. The Board may at any time and from time to time amend the Plan in any respect, except that without the approval
within 12 months of such Board action by the stockholders, no amendment shall be made increasing the number of shares approved
for the Plan or making any other change that would require stockholder approval in order for the Plan, as amended, to qualify as
an “employee stock purchase plan” under Section 423(b) of the Code.


 


19.          Insufficient
Shares. If the total number of shares of Common Stock that would otherwise be purchased on any Exercise Date plus the number
of shares purchased under previous Offerings under the Plan exceeds the maximum number of shares issuable under the Plan, the shares
then available shall be apportioned among Participants in proportion to the amount of payroll deductions accumulated on behalf
of each Participant that would otherwise be used to purchase Common Stock on such Exercise Date.


 


20.          Termination
of the Plan. The Plan may be terminated at any time by the Board. Upon termination of the Plan, all amounts in the accounts
of Participants shall be promptly refunded.


 


21.          Governmental
Regulations. The Company’s obligation to sell and deliver Common Stock under the Plan is subject to obtaining all governmental
approvals required in connection with the authorization, issuance, or sale of such stock.


 




    	 	9	 



     


    

 


22.          Governing
Law. This Plan and all Options and actions taken thereunder shall be governed by, and construed in accordance with the General
Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed
by and construed in accordance with the internal laws of the Commonwealth of Massachusetts, applied without regard to conflict
of law principles.


 


23.          Issuance
of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the
treasury of the Company, or from any other proper source.


 


24.          Tax
Withholding. Participation in the Plan is subject to any minimum required tax withholding on income of the Participant in connection
with the Plan. Each Participant agrees, by entering the Plan, that the Company and its Subsidiaries shall have the right to deduct
any such taxes from any payment of any kind otherwise due to the Participant, including shares issuable under the Plan.


 


25.         Notification
Upon Sale of Shares. Each Participant agrees, by entering the Plan, to give the Company prompt notice of any disposition of
shares purchased under the Plan where such disposition occurs within two years after the date of grant of the Option pursuant to
which such shares were purchased or within one year after the date such shares were purchased.


 


26.          Effective
Date. This Plan shall become effective upon the date immediately preceding the date upon which the registration statement on
Form S-1 that is filed by the Company with respect to its initial public offering is declared effective by the Securities and Exchange
Commission following stockholder approval in accordance with applicable state law, the Company’s bylaws and articles of incorporation,
each as amended, and applicable stock exchange rules.


 




    	 	10	 



     


    

 


APPENDIX A


 


Designated Subsidiaries


 


None


 




    	 	11