EX-10.2



 Exhibit 10.2 

ENANTA PHARMACEUTICALS, INC. 

2012 Equity Incentive Plan 

Relative Total Stockholder Return Unit Certificate 
  

			
	 rTSRU Certificate Number: rTSRU-        
	 	                 rTSRUs

 This Relative Total Stockholder Return Unit Certificate confirms that Enanta Pharmaceuticals, Inc. (the
“Company”), a Delaware corporation, has granted to the person named below (“Participant”) an award (the “Award”) of the number of Relative Total Stockholder Return Units (“rTSRUs”)
set forth above pursuant to the Company’s 2012 Equity Incentive Plan (the “Plan”), each rTSRU representing the right to receive one share of the Company’s Common Stock, $.01 par value per share (the “Common
Stock”), subject to adjustment as provided below and subject to the definitions and terms and conditions referenced below. 
 Name of Participant:
                                        
                                         
                                         
                           

Address:
                                        
                                         
                                         
                                         
    
 Target Number of rTSRU Shares:
                                        
                                         
                                         
     
 Vesting Schedule: 
  

	Baseline Period:	The              trading days immediately before             . 


 

	Ending Period:	The              trading days immediately before             . 


Performance Period:
                                         
                   . 
  

	Settlement:	All vested rTSRUs will settle, and the underlying shares of the Company’s Common Stock will be issued to the Participant, subject to Participant’s continued employment with the Company, on the following date
(the “Settlement Date”) (except as provided below) and subject to tax withholding as provided below, on
                                        .


 By acceptance of this Award, Participant agrees to all the terms and conditions hereof, including, without limitation,
those set forth in the Plan and in the accompanying Terms and Conditions of rTSRU Award. 
  

			
	ENANTA PHARMACEUTICALS, INC.
		
	By:	 	 
	Title:	 	 


  







 ENANTA PHARMACEUTICALS, INC. 

Appendix of rTSRU Definitions and Formulas 
  

			
	“Comparator Group”	  	means the component companies that are in the Nasdaq Biotechnology Index, both at the beginning of the Baseline Period and at the end of the Ending Period.
		
	“Baseline Price”	  	means, with respect to the Company or any other company in the Comparator Group, the average daily closing price of the respective company’s common stock for the trading days in the Baseline Period.
		
	“Ending Price”	  	means, with respect to the Company or any other company in the Comparator Group, the average daily closing price of the respective company’s common stock for the trading days in the Ending Period.
		
	“rTSRU Shares”	  	means the number of shares of Common Stock issuable with respect to the rTSRUs subject to the Award.

 The Company’s TSR and the TSR of each company in the Comparator Group shall be determined by the following formula: 

 

			
		  	 TSR = (Ending Price – Baseline Price) + Reinvested Dividends

                          
              Baseline Price

		
		  	Provided, that, if the Company or any other company in the Comparator Group pays a cash dividend during the Performance Period, the dividend shall be deemed to be reinvested in the issuer’s common stock as of the dividend
payment date.

  

			
	“rTSR”	  	means the Company’s TSR relative to the TSR of each of the companies in the Comparator Group. The rTSR will be determined by ranking the Company and the other companies in the Comparator Group from highest to lowest
according to their respective TSRs. After this ranking, the percentile performance of the Company relative to the Comparator Group will be determined as follows:


					
		 	P = 1–	 	 R–1

N–1



			
		
		  	 where:
 “P” represents the
percentile performance which will be rounded, if necessary, to the nearest whole percentile by application of regular rounding.
 “N” represents
the number of companies in the Comparator Group, including the Company.
 “R” represents Company’s ranking among the companies in the
Comparator Group.


 Example: If there are 100 companies in the Comparator Group, and the Company ranked 25th, the performance would be at the 75th percentile: .75 = 1 – ((25-1)/(100-1)). 

rTSR will be calculated by the Compensation Committee of the Board of Directors of the Company based on the terms set forth in this Appendix A and in
the Compensation Committee’s sole and absolute discretion, provided that in no event shall the Compensation Committee take any action that would constitute “positive discretion” with respect to this Award, which is intended to qualify
as “performance-based compensation” under Section 162(m) of the Internal Revenue Code. 
 In the event of a payout percentage level above
100%, Participant will be awarded additional rTSRU Shares so that the total number of rTSRU Shares that vest (excluding dividend equivalent rTSRU Shares) equals the Target Number of rTSRU Shares multiplied by the payout percentage level. In the
event of a payout percentage level 







 
below 100%, the Target Number of rTSRU Shares will be reduced to the extent necessary to provide that the total number of rTSRU Shares that vest (excluding dividend equivalent rTSRU Shares)
equals the original Target Number of rTSRU Shares multiplied by the payout percentage level. 
 In no event shall the number of rTSRU Shares issued exceed
200% of the Target Number of rTSRU Shares; provided that any dividend equivalent rTSRU Shares issued with respect to Common Stock that are earned during the Performance Period will not count toward the 200% limit. 

			
		
	 “dividend
 equivalent

rTSRUs”
	  	means additional rTSRUs that will be credited to Participant’s account in accordance with the following provisions if, and only if, any cash dividends are paid on the Company’s Common Stock during the period from
                     through the Settlement Date.
		
		  	As of any dividend payment date for the Company’s Common Stock, the additional rTSRUs to be credited to Participant’s account will be equal in number to the number of shares of Common Stock that could be bought with the
cash dividends that would be paid on the rTSRUs in Participant’s account if each rTSRU were a share of Common Stock. The number of shares of Common Stock that could be bought with the cash dividends will be calculated based on the fair market
value of a share of Common Stock on the applicable dividend payment date, which for this purpose will be the average of the high and the low per share trading prices for the Common Stock as reported in The Wall Street Journal for the specific
dividend payment date, or in such other source as the Company deems reliable. The number of rTSRUs that results from the calculation will be calculated to two decimal places.
		
		  	Dividend equivalent rTSRUs will vest at the same time and in the same manner as the rTSRUs with which they are associated. Dividend equivalent rTSRUs will be adjusted in accordance with the payout level percentage determined
under Section 3(a) in the same manner as the rTSRUs with which they are associated. Accumulated dividend equivalent rTSRUs will be multiplied by the same payout percentage level, as the Target Number of rTSRUs, and dividend equivalent rTSRUs
will be added or forfeited, as necessary, so that the total dividend equivalent rTSRUs which vest as of the Vesting Date will equal the dividend equivalent rTSRUs which accumulate during the Performance Period multiplied by the payout percentage
level, and any shares of Common Stock ultimately issued with respect to dividend equivalent rTSRUs will be “dividend equivalent rTSRU Shares”.








 ENANTA PHARACEUTICALS, INC. 

Terms and Conditions of rTSRU Award 

1. The Plan. In the event of any conflict between the terms of the Plan and this Award, the terms of the Plan shall govern. The Committee
administers the Plan and its determinations regarding the operation of the Plan are final. Subject to the limitations set forth in the Plan, the Committee may amend the Plan or this Award. Capitalized terms used but not defined herein shall have the
meaning set forth in the Plan. Copies of the Plan may be obtained upon written request without charge from the Secretary of the Company. 
 2. No
Rights as Stockholder or Employee. Participant shall not have any of the rights or privileges of a stockholder of the Company with respect to the rTSRUs granted pursuant to this Award unless and until shares of Common Stock have been issued
and delivered to Participant. The rights of Participant with respect to the rTSRUs shall remain forfeitable at all times prior to the date on which such rights vest in accordance with Sections 4, 5 and 6. Participant shall not have any rights
to continued employment by the Company by virtue of the grant of this Award. 
 3. Settlement of rTSRUs: Issuance of Common Stock. No shares
of Common Stock shall be issued to Participant prior to the Settlement Date after the rTSRUs vest in accordance with the Vesting Schedule. Subject to Section 9, the Company shall deliver to Participant, on or promptly after the Settlement Date,
the shares of Common Stock represented by the whole rTSRUs that have vested as of such date. The value of any fractional rTSRU Shares shall be paid in cash at the time the certificate is delivered to Participant. The shares of Common Stock issued on
settlement of vested rTSRUs shall be free of all restrictions on transferability and forfeiture under this Award. 
 4. Vesting. Subject to
the terms and conditions of this Award, the rTSRUs shall vest according to the Vesting Schedule for this Award, which is set forth on the accompanying certificate for this Award, so long as Participant remains continuously employed by the Company
until the Settlement Date. 
 5. Termination due to Disability, or Death. In the event Participant’s employment is terminated by reason
of disability or death, the vesting of the rTSRUs, including any dividend equivalent rTSRUs, will be prorated based on the number of days during the Performance Period that the Participant spent on the active payroll of the Company. Payout for the
award will be made at the same time as payment would have been made had Participant not had a termination of employment and will in all respects be subject to the Company’s actual rTSR achieved during the full Performance Period.
“Disability” means a disability entitling Participant to benefits under the long-term disability policy sponsored by the Company that applies to Participant. 

6. Other Termination of Employment. If, prior to settlement of the rTSRUs pursuant to the Vesting Schedule, Participant ceases to be an employee
of the Company for any reason (voluntary or involuntary), then Participant’s rights to all of the unvested rTSRUs shall be immediately and irrevocably forfeited. Dividend-equivalent rTSRUs will be forfeited and canceled along with the rTSRUs
with which they are associated. 
 7. Change in Control. In the event of a Change in Control (as such term is defined in the
Participant’s employment agreement) affecting the Company’s outstanding Common Stock, the Committee (i) shall provide for the acceleration of any time period relating to the payment of the Award and shall issue the Target Number of
rTSRU Shares subject to the Award immediately before the closing of the transaction resulting in the Change of Control, subject to applicable tax withholding, or (ii) provide for payment to the Participant of cash or other property with a fair
market value equal to the Target Number of rTSRU Shares subject to the Award immediately before such closing. 
 8. Adjustments in Number of rTSRUs.
The number of rTSRUs subject to the Award will be adjusted proportionately for any increase or decrease in the number of issued shares of Common Stock resulting from any stock split, combination or exchange of shares, consolidation, spin-off
or recapitalization of shares, or any similar capital adjustment or the payment of any stock dividend. 







 9. Restriction on Transfer. The rTSRUs are not transferable by Participant otherwise than by will
or the laws of descent and distribution. The naming of a Designated Beneficiary does not constitute a transfer. 
 10. Income Tax Matters. In
order to comply with all withholding requirements under applicable federal and state income tax laws and regulations, the Company shall withhold 30% of the rTSRU Shares otherwise to be delivered on the Settlement Date or such other portion of the
rTSRU Shares, valued at their fair market value on the Settlement Date, to the extent the Company determines is required to be withhold in satisfaction of Participant’s withholding obligations consistent with such applicable tax laws and
regulations. 
 11 Section 409A. In the event that the Committee determines that any amounts will be immediately taxable to Participant
under Section 409A of the Code and related Department of Treasury guidance (or subject Participant to a penalty tax thereunder) in connection with the grant, vesting or settlement of the rTSRUs or any provision of this Award or the Plan, the
Company may (i) adopt such amendments to this Award (having prospective or retroactive effect), that the Committee determines to be necessary or appropriate to preserve the intended tax treatment of the rTSRUs and/or (ii) take such other
actions as the Committee determines to be necessary or appropriate to comply with the requirements of Section 409A of the Code and related Department of Treasury guidance, including such Department of Treasury guidance and other interpretive
materials as may be issued after the date on which such rTSRUs were granted. 
 12. Conditions for Issuance of Shares. The Company shall not
be required to deliver any shares of Common Stock upon vesting of any rTSRUs until (i) such shares of Common Stock have been admitted to listing on all stock exchanges on which the Common Stock is then listed and (ii) the requirements of
any federal or state securities laws, rules or regulations or other laws or rules (including the rules of any securities exchange) as may be determined by the Company to be applicable are satisfied, provided however, that the Company may only so
delay delivery of shares of Common Stock to the extent that such deferral complies with the provisions of Section 409A of the Code and related Department of Treasury guidance. Except as provided in the preceding sentence, in no event will
shares of Common Stock be delivered later than the date that is two and one-half (2 1/2) months from the end of the calendar year in which the applicable rTSRUs vest. Any certificates representing shares of Common Stock delivered under this Award
may contain such legends as counsel for the Company shall consider necessary to comply with any applicable law. 
 13. Clawback Policy. This
Award and any Common Stock issued hereunder is subject to any so-called “clawback policy” that may be adopted by the Company’s Board of Directors, as amended from time to time. 

14. Notices. Any written notices provided for in this Award that are sent by mail shall be deemed received three business days after mailing,
but not later than the date of actual receipt. Notices shall be directed, if to Participant, at the Participant’s address indicated by the Company’s records and, if to the Company, at the Company’s principal executive office. 

15. Miscellaneous. The right of Participant to receive shares of Common Stock pursuant to this Award is an unfunded and unsecured obligation of
the Company. The Participant shall have no rights under this Award other than those of an unsecured general creditor of the Company. Subject to the restrictions on transfer set forth herein, this Award shall be binding upon and inure to the benefit
of the heirs, legatees, legal representatives, successors and assigns of the parties hereto. 
 16. Governing Law. This Award shall be
governed by and construed in accordance with the laws of the State of Delaware and applicable federal law, without regard to applicable conflicts of laws. 

17. Severability. If one or more of the provisions of this Award shall be held invalid, illegal or unenforceable in any respect, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the invalid, illegal or unenforceable provisions shall be deemed null and void; however, to the extent permissible by law, any
provisions which could be deemed null and void shall first be construed, interpreted or revised retroactively to permit this Award to be construed so as to foster the intent of this Award and the Plan. 

Approved June 2015