EX-10.3



 Exhibit 10.3 
  

 
 REGENXBIO INC. 

2015 EQUITY INCENTIVE PLAN 

(AS ADOPTED ON JUNE 17, 2015) 







 REGENXBIO INC. 

2015 EQUITY INCENTIVE PLAN 

ARTICLE 1. INTRODUCTION. 
 The Board
adopted the Plan to become effective immediately, although no Awards may be granted prior to the Registration Date. The purpose of the Plan is to promote the long-term success of the Company and the creation of stockholder value by
(a) encouraging Service Providers to focus on critical long-range corporate objectives, (b) encouraging the attraction and retention of Service Providers with exceptional qualifications and (c) linking Service Providers directly to
stockholder interests through increased stock ownership. The Plan seeks to achieve this purpose by providing for Awards in the form of Options (which may constitute ISOs or NSOs), SARs, Restricted Shares, Stock Units and Performance Cash Awards.

 ARTICLE 2. ADMINISTRATION. 
 2.1
General. The Plan may be administered by the Board or one or more Committees. Each Committee shall have the authority and be responsible for such functions as have been assigned to it. 

2.2 Section 162(m). To the extent an Award is intended to qualify as “performance-based compensation” within the meaning
of Code Section 162(m), the Plan will be administered by a Committee of two or more “outside directors” within the meaning of Code Section 162(m). 

2.3 Section 16. To the extent desirable to qualify transactions hereunder as exempt under Exchange Act Rule 16b-3, the
transactions contemplated hereunder will be approved by the entire Board or a Committee of two or more “non-employee directors” within the meaning of Exchange Act Rule 16b-3. 

2.4 Powers of Administrator. Subject to the terms of the Plan, and in the case of a Committee, subject to the specific duties delegated
to the Committee, the Administrator shall have the authority to (a) select the Service Providers who are to receive Awards under the Plan, (b) determine the type, number, vesting requirements and other features and conditions of such
Awards, (c) determine whether and to what extent any Performance Goals have been attained, (d) interpret the Plan and Awards granted under the Plan, (e) make, amend and rescind rules relating to the Plan and Awards granted under the
Plan, including rules relating to sub-plans established for the purposes of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws, (f) impose such restrictions, conditions or limitations
as it determines appropriate as to the timing and manner of any resales by a Participant of any Common Shares issued pursuant to an Award, including restrictions under an insider trading policy and restrictions as to the use of a specified brokerage
firm for such resales, and (g) make all other decisions relating to the operation of the Plan and Awards granted under the Plan. 







 2.5 Effect of Administrator’s Decisions. The Administrator’s decisions,
determinations and interpretations shall be final and binding on all Participants and any other holders of Awards. 
 2.6 Governing
Law. The Plan shall be governed by, and construed in accordance with, the laws of the State of Delaware (except its choice-of-law provisions). 

ARTICLE 3. SHARES AVAILABLE FOR GRANTS. 

3.1 Basic Limitation. Common Shares issued pursuant to the Plan may be authorized but unissued shares or treasury shares. The aggregate
number of Common Shares issued under the Plan shall not exceed the sum of (a)                  shares (subject to adjustment pursuant to a stock split to be
effected prior to the IPO Date), (b) the number of Common Shares reserved under the Predecessor Plan that are not issued or subject to outstanding awards under the Predecessor Plan on the Registration Date, (c) any Common Shares subject to
outstanding options under the Predecessor Plan on the Registration Date that subsequently expire or lapse unexercised and Common Shares issued pursuant to awards granted under the Predecessor Plans that are outstanding on the Registration Date and
that are subsequently forfeited to or repurchased by the Company and (d) the additional Common Shares described in Articles 3.2 and 3.3; provided, however, that no more than
                 Common Shares (subject to adjustment pursuant to a stock split to be effected prior to the IPO Date), in the aggregate, shall be added to the Plan
pursuant to clauses (b) and (c). The number of Common Shares that are subject to Stock Awards outstanding at any time under the Plan may not exceed the number of Common Shares that then remain available for issuance under the Plan. The
numerical limitations in this Article 3.1 shall be subject to adjustment pursuant to Article 9. 
 3.2 Annual Increase in
Shares. As of the first business day of each fiscal year of the Company during the term of the Plan, commencing on January 1, 2016, the aggregate number of Common Shares that may be issued under the Plan shall automatically increase by a
number equal to the least of (a) 4% of the total number of Common Shares outstanding on December 31 of the prior year, or (b) a number of Common Shares determined by the Board. 

3.3 Shares Returned to Reserve. To the extent that Options, SARs or Stock Units granted under this Plan are forfeited or expire for any
other reason before being exercised or settled in full, the Common Shares subject to such Options, SARs or Stock Units shall again become available for issuance under the Plan. If SARs are exercised, then only the number of Common Shares (if any)
actually issued to the Participant in settlement of such SARs shall reduce the number available under Article 3.1 and the balance shall again become available for issuance under the Plan. If Stock Units are settled, then only the number of
Common Shares (if any) actually issued to the Participant in settlement of such Stock Units shall reduce the number available under Article 3.1 and the balance shall again become available for issuance under the Plan. If Restricted Shares or
Common Shares issued upon the exercise of Options or otherwise under the Plan are reacquired by the Company pursuant to a forfeiture provision, repurchase right or for any other reason prior to the shares having become vested, then such Common
Shares shall again become available for issuance under the Plan. Common Shares applied to pay 

  
 2 








 
the Exercise Price of Options or to satisfy tax withholding obligations related to any Award shall again become available for issuance under the Plan. To the extent that an Award is settled in
cash rather than Common Shares, the cash settlement shall not reduce the number of Shares available for issuance under the Plan. 
 3.4
Awards Not Reducing Share Reserve in Article 3.1. Any dividend equivalents paid or credited under the Plan with respect to Stock Units shall not be applied against the number of Common Shares that may be issued under the Plan, whether or not
such dividend equivalents are converted into Stock Units. In addition, Common Shares subject to Substitute Awards granted by the Company shall not reduce the number of Common Shares that may be issued under Article 3.1, nor shall shares subject to
Substitute Awards again be available for Awards under the Plan in the event of any forfeiture, expiration or cash settlement of such Substitute Awards. 

3.5 Share Limits. Subject to adjustment in accordance with Article 9: 

(a) The aggregate number of Common Shares subject to Options and SARs that may be granted under this Plan during any calendar
year to any one Participant shall not exceed                  Common Shares (subject to adjustment pursuant to a stock split to be effected prior to the IPO Date),
except that the Company may grant to a new Employee in the calendar year in which his or her Service as an Employee first commences Options and/or SARs that cover (in the aggregate) up to an additional
                 Common Shares (subject to adjustment pursuant to a stock split to be effected prior to the IPO Date); 

(b) The aggregate number of Common Shares subject to Restricted Share awards and Stock Units that may be granted under this
Plan during any calendar year to any one Participant shall not exceed                  Shares (subject to adjustment pursuant to a stock split to be effected prior to
the IPO Date), except that the Company may grant to a new Employee in the calendar year in which his or her Service as an Employee first commences Restricted Share awards and Stock Units that cover (in the aggregate) up to an additional Common
Shares (subject to adjustment pursuant to a stock split to be effected prior to the IPO Date); 
 (c) No Participant shall be
paid more than $1 million in cash in any calendar year pursuant to Performance Cash Awards granted under the Plan; 

(d) No more than                  Common Shares
(subject to adjustment pursuant to a stock split to be effected prior to the IPO Date) plus the additional Common Shares described in Article 3.2 may be issued under the Plan upon the exercise of ISOs; and 

(e) The maximum aggregate grant date fair value (as determined in accordance with Financial Accounting Standards Board
Accounting Standards Codification Topic 718, or any successor thereto) of Options and SARs that may be granted under this Plan to an Outside Director as compensation for services as an Outside Director during a calendar year shall not exceed
$500,000. 

  
 3 








 (f) The maximum aggregate grant date fair value (as determined in accordance with
Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of Common Shares subject to Restricted Share and Stock Units that may be granted under this Plan to an Outside Director as compensation for
services as an Outside Director during a calendar year shall not exceed $500,000. 
 ARTICLE 4. ELIGIBILITY. 

4.1 Incentive Stock Options. Only Employees who are common-law employees of the Company, a
Parent or a Subsidiary shall be eligible for the grant of ISOs. In addition, an Employee who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company or any of its Parents or Subsidiaries shall not be
eligible for the grant of an ISO unless the additional requirements set forth in Code Section 422(c)(5) are satisfied. 
 4.2 Other
Awards. Awards other than ISOs may only be granted to Service Providers. 
 ARTICLE 5. OPTIONS. 

5.1 Stock Option Agreement. Each grant of an Option under the Plan shall be evidenced by a Stock Option Agreement between the Optionee
and the Company. Such Option shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The Stock Option Agreement shall specify whether the Option is intended to be an ISO or
an NSO. The provisions of the various Stock Option Agreements entered into under the Plan need not be identical. 
 5.2 Number of
Shares. Each Stock Option Agreement shall specify the number of Common Shares subject to the Option, which number shall adjust in accordance with Article 9. 

5.3 Exercise Price. Each Stock Option Agreement shall specify the Exercise Price, which shall not be less than 100% of the Fair Market
Value of a Common Share on the date of grant. The preceding sentence shall not apply to an Option that is a Substitute Award granted in a manner that would satisfy the requirements of Code Section 409A and, if applicable, Code
Section 424(a). 
 5.4 Exercisability and Term. Each Stock Option Agreement shall specify the date or event when all or any
installment of the Option is to become vested and/or exercisable. The Stock Option Agreement shall also specify the term of the Option; provided that, except to the extent necessary to comply with applicable foreign law, the term of an Option shall
in no event exceed 10 years from the date of grant. A Stock Option Agreement may provide for accelerated vesting and/or exercisability upon certain specified events and may provide for expiration prior to the end of its term in the event of the
termination of the Optionee’s Service. 
 5.5 Death of Optionee. After an Optionee’s death, any vested and exercisable
Options held by such Optionee may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be
changed by filing the prescribed form with the Company at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee, then any vested and exercisable Options held by the Optionee
may be exercised by his or her estate. 

  
 4 








 5.6 Modification or Assumption of Options. Within the limitations of the Plan, the
Administrator may modify, reprice, extend or assume outstanding options or may accept the cancellation of outstanding options (whether granted by the Company or by another issuer) in return for the grant of new Options for the same or a different
number of shares and at the same or a different exercise price or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of an Option shall, without the consent of the Optionee, impair his or her rights
or obligations under such Option. 
 5.7 Buyout Provisions. The Administrator may at any time (a) offer to buy out for a payment
in cash or cash equivalents an Option previously granted or (b) authorize an Optionee to elect to cash out an Option previously granted, in either case at such time and based upon such terms and conditions as the Administrator shall establish.

 5.8 Payment for Option Shares. The entire Exercise Price of Common Shares issued upon exercise of Options shall be payable in cash
or cash equivalents at the time when such Common Shares are purchased. In addition, the Administrator may, in its sole discretion and to the extent permitted by applicable law, accept payment of all or a portion of the Exercise Price through any one
or a combination of the following forms or methods: 
 (a) Subject to any conditions or limitations established by the
Administrator, by surrendering Common Shares that are already owned by the Optionee with a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Common Shares as to which such Option will be exercised; 

(b) By delivering (on a form prescribed by the Company) an irrevocable direction to a securities broker approved by the Company
to sell all or part of the Common Shares being purchased under the Plan and to deliver all or part of the sales proceeds to the Company; 

(c) Subject to such conditions and requirements as the Administrator may impose from time to time, through a net exercise
procedure; or 
 (d) Through any other form or method consistent with applicable laws, regulations and rules. 

ARTICLE 6. STOCK APPRECIATION RIGHTS. 

6.1 SAR Agreement. Each grant of a SAR under the Plan shall be evidenced by a SAR Agreement between the Optionee and the Company. Such
SAR shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various SAR Agreements entered into under the Plan need not be identical. 

  
 5 








 6.2 Number of Shares. Each SAR Agreement shall specify the number of Common Shares to
which the SAR pertains, which number shall adjust in accordance with Article 9. 
 6.3 Exercise Price. Each SAR Agreement shall
specify the Exercise Price, which shall in no event be less than 100% of the Fair Market Value of a Common Share on the date of grant. The preceding sentence shall not apply to a SAR that is a Substitute Award granted in a manner that would satisfy
the requirements of Code Section 409A. 
 6.4 Exercisability and Term. Each SAR Agreement shall specify the date when all or any
installment of the SAR is to become vested and exercisable. The SAR Agreement shall also specify the term of the SAR; provided that except to the extent necessary to comply with applicable foreign law, the term of a SAR shall not exceed 10 years
from the date of grant. A SAR Agreement may provide for accelerated vesting and exercisability upon certain specified events and may provide for expiration prior to the end of its term in the event of the termination of the Optionee’s Service.

 6.5 Exercise of SARs. Upon exercise of a SAR, the Optionee (or any person having the right to exercise the SAR after his or her
death) shall receive from the Company (a) Common Shares, (b) cash or (c) a combination of Common Shares and cash, as the Administrator shall determine. The amount of cash and/or the Fair Market Value of Common Shares received upon
exercise of SARs shall, in the aggregate, not exceed the amount by which the Fair Market Value (on the date of surrender) of the Common Shares subject to the SARs exceeds the Exercise Price. If, on the date when a SAR expires, the Exercise Price is
less than the Fair Market Value on such date but any portion of such SAR has not been exercised or surrendered, then such SAR shall automatically be deemed to be exercised as of such date with respect to such portion. A SAR Agreement may also
provide for an automatic exercise of the SAR on an earlier date. 
 6.6 Death of Optionee. After an Optionee’s death, any vested
and exercisable SARs held by such Optionee may be exercised by his or her beneficiary or beneficiaries. Each Optionee may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation
may be changed by filing the prescribed form with the Company at any time before the Optionee’s death. If no beneficiary was designated or if no designated beneficiary survives the Optionee, then any vested and exercisable SARs held by the
Optionee at the time of his or her death may be exercised by his or her estate. 
 6.7 Modification or Assumption of SARs. Within the
limitations of the Plan, the Administrator may modify, reprice, extend or assume outstanding SARs or may accept the cancellation of outstanding SARs (whether granted by the Company or by another issuer) in return for the grant of new SARs for the
same or a different number of shares and at the same or a different exercise price or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of a SAR shall, without the consent of the Optionee, impair
his or her rights or obligations under such SAR. 
 ARTICLE 7. RESTRICTED SHARES. 

7.1 Restricted Stock Agreement. Each grant of Restricted Shares under the Plan shall be evidenced by a Restricted Stock Agreement
between the recipient and the Company. 

  
 6 








 
Such Restricted Shares shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Restricted
Stock Agreements entered into under the Plan need not be identical. 
 7.2 Payment for Awards. Restricted Shares may be sold or
awarded under the Plan for such consideration as the Administrator may determine, including (without limitation) cash, cash equivalents, property, cancellation of other equity awards, full-recourse promissory notes, past services and future
services, and such other methods of payment as are permitted by applicable law. 
 7.3 Vesting Conditions. Each Award of Restricted
Shares may or may not be subject to vesting and/or other conditions as the Administrator may determine. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Restricted Stock Agreement. Such
conditions, at the Administrator’s discretion, may include one or more Performance Goals. A Restricted Stock Agreement may provide for accelerated vesting upon certain specified events. 

7.4 Voting and Dividend Rights. The holders of Restricted Shares awarded under the Plan shall have the same voting, dividend and other
rights as the Company’s other stockholders, unless the Administrator otherwise provides. A Restricted Stock Agreement, however, may require that any cash dividends paid on Restricted Shares (a) be accumulated and paid when such Restricted
Shares vest, or (b) be invested in additional Restricted Shares. Such additional Restricted Shares shall be subject to the same conditions and restrictions as the shares subject to the Stock Award with respect to which the dividends were paid.
In addition, unless the Administrator provides otherwise, if any dividends or other distributions are paid in Common Shares, such Common Shares shall be subject to the same restrictions on transferability and forfeitability as the Restricted Shares
with respect to which they were paid. 
 ARTICLE 8. STOCK UNITS. 

8.1 Stock Unit Agreement. Each grant of Stock Units under the Plan shall be evidenced by a Stock Unit Agreement between the recipient
and the Company. Such Stock Units shall be subject to all applicable terms of the Plan and may be subject to any other terms that are not inconsistent with the Plan. The provisions of the various Stock Unit Agreements entered into under the Plan
need not be identical. 
 8.2 Payment for Awards. To the extent that an Award is granted in the form of Stock Units, no cash
consideration shall be required of the Award recipients. 
 8.3 Vesting Conditions. Each Award of Stock Units may or may not be
subject to vesting, as determined by the Administrator. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Stock Unit Agreement. Such conditions, at the Administrator’s discretion, may include
one or more Performance Goals. A Stock Unit Agreement may provide for accelerated vesting upon certain specified events. 
 8.4 Voting
and Dividend Rights. The holders of Stock Units shall have no voting rights. Prior to settlement or forfeiture, Stock Units awarded under the Plan may, at the Administrator’s discretion, provide for a right to dividend equivalents. Such
right entitles the 

  
 7 








 
holder to be credited with an amount equal to all cash dividends paid on one Common Share while the Stock Unit is outstanding. Dividend equivalents may be converted into additional Stock Units.
Settlement of dividend equivalents may be made in the form of cash, in the form of Common Shares, or in a combination of both. Prior to distribution, any dividend equivalents shall be subject to the same conditions and restrictions as the Stock
Units to which they attach. 
 8.5 Form and Time of Settlement of Stock Units. Settlement of vested Stock Units may be made in the
form of (a) cash, (b) Common Shares or (c) any combination of both, as determined by the Administrator. The actual number of Stock Units eligible for settlement may be larger or smaller than the number included in the original Award,
based on predetermined performance factors, including Performance Goals. Methods of converting Stock Units into cash may include (without limitation) a method based on the average Fair Market Value of Common Shares over a series of trading days.
Vested Stock Units shall be settled in such manner and at such time(s) as specified in the Stock Unit Agreement. Until an Award of Stock Units is settled, the number of such Stock Units shall be subject to adjustment pursuant to Article 9. 

8.6 Death of Recipient. Any Stock Units that become payable after the recipient’s death shall be distributed to the
recipient’s beneficiary or beneficiaries. Each recipient of Stock Units under the Plan may designate one or more beneficiaries for this purpose by filing the prescribed form with the Company. A beneficiary designation may be changed by filing
the prescribed form with the Company at any time before the Award recipient’s death. If no beneficiary was designated or if no designated beneficiary survives the Award recipient, then any Stock Units that become payable after the
recipient’s death shall be distributed to the recipient’s estate. 
 8.7 Modification or Assumption of Stock Units. Within
the limitations of the Plan, the Administrator may modify or assume outstanding stock units or may accept the cancellation of outstanding stock units (whether granted by the Company or by another issuer) in return for the grant of new Stock Units
for the same or a different number of shares or in return for the grant of a different type of Award. The foregoing notwithstanding, no modification of a Stock Unit shall, without the consent of the Participant, impair his or her rights or
obligations under such Stock Unit. 
 8.8 Creditors’ Rights. A holder of Stock Units shall have no rights other than those of a
general creditor of the Company. Stock Units represent an unfunded and unsecured obligation of the Company, subject to the terms and conditions of the applicable Stock Unit Agreement. 

ARTICLE 9. ADJUSTMENTS; DISSOLUTIONS AND LIQUIDATIONS; CORPORATE TRANSACTIONS. 

9.1 Adjustments. In the event of a subdivision of the outstanding Common Shares, a declaration of a dividend payable in Common Shares or
a combination or consolidation of the outstanding Common Shares (by reclassification or otherwise) into a lesser number of Common Shares, corresponding proportionate adjustments shall automatically be made in each of the following: 

(a) The number and kind of shares available for issuance under Article 3, including the numerical share limits in Articles
3.1, 3.2 and 3.5; 

  
 8 








 (b) The number and kind of shares covered by each outstanding Option, SAR and
Stock Unit; and 
 (c) The Exercise Price applicable to each outstanding Option and SAR, and the repurchase price, if any,
applicable to Restricted Shares. 
 In the event of a declaration of an extraordinary dividend payable in a form other than Common Shares in an amount that
has a material effect on the price of Common Shares, a recapitalization, a spin-off or a similar occurrence, the Administrator shall make such adjustments as it, in its sole discretion, deems appropriate in one or more of the foregoing. Any
adjustment in the number of and kind of shares subject to an Award under this Article 9.1 shall be rounded down to the nearest whole share, although the Administrator in its sole discretion may make a cash payment in lieu of a fractional share.
Except as provided in this Article 9, a Participant shall have no rights by reason of any issuance by the Company of stock of any class or securities convertible into stock of any class, any subdivision or consolidation of shares of stock of
any class, the payment of any stock dividend or any other increase or decrease in the number of shares of stock of any class. 
 9.2
Dissolution or Liquidation. To the extent not previously exercised or settled, Options, SARs and Stock Units shall terminate immediately prior to the dissolution or liquidation of the Company. 

9.3 Corporate Transactions. In the event that the Company is a party to a merger, consolidation, or a Change in Control (other than one
described in Article 14.6(d)), all Common Shares acquired under the Plan and all Awards outstanding on the effective date of the transaction shall be treated in the manner described in the definitive transaction agreement (or, in the event the
transaction does not entail a definitive agreement to which the Company is party, in the manner determined by the Administrator, with such determination having final and binding effect on all parties), which agreement or determination need not treat
all Awards (or portions thereof) in an identical manner. Unless an Award Agreement provides otherwise, the treatment specified in the transaction agreement or by the Administrator shall include (without limitation) one or more of the following with
respect to each outstanding Award: 
 (a) The continuation of such outstanding Awards by the Company (if the Company is the
surviving entity); 
 (b) The assumption of such outstanding Awards by the surviving entity or its parent, provided that the
assumption of an Option or a SAR shall comply with applicable tax requirements; 
 (c) The substitution by the surviving
entity or its parent of an equivalent award for outstanding Awards (including, but not limited to, an award to acquire the same consideration paid to the holders of Common Shares in the transaction), provided that the substitution of an Option or a
SAR shall comply with applicable tax requirements; 

  
 9 








 (d) The cancellation of outstanding Options and SARs without payment of any
consideration. The Optionees shall be able to exercise such Options and SARs (to the extent the Options and SARs are vested or become vested as of the effective date of the transaction) during a period of not less than five full business days
preceding the closing date of the transaction, unless (i) a shorter period is required to permit a timely closing of the transaction and (ii) such shorter period still offers the Optionees a reasonable opportunity to exercise such Options
and SARs. Any exercise of such Options and SARs during such period may be contingent on the closing of the transaction; 

(e) Full exercisability of outstanding Options and SARs and full vesting of the Common Shares subject to Options and SARs,
followed by cancellation of such Options and SARs. The full exercisability of such Options and SARs and full vesting of such Common Shares may be contingent on the closing of the transaction. The Optionees shall be able to exercise such Options and
SARs during a period of not less than five full business days preceding the closing date of such merger or consolidation, unless (i) a shorter period is required to permit a timely closing of such merger or consolidation and (ii) such
shorter period still offers the Optionees a reasonable opportunity to exercise such Options and SARs. Any exercise of such Options and SARs during such period may be contingent on the closing of such merger or consolidation; 

(f) The cancellation of the Options and SARs and a payment to the Optionee with respect to each Share subject to the portion of
the Award that is vested as of the transaction date equal to the excess of (A) the value, as determined by the Administrator in its absolute discretion, of the property (including cash) received by the holder of a Common Share as a result
of the transaction, over (B) the per-share Exercise Price of the Option or SAR (such excess, the “Spread”). Such payment shall be made in the form of cash, cash equivalents, or securities of the surviving entity or its
parent having a value equal to the Spread. In addition, any escrow, holdback, earn-out or similar provisions in the transaction agreement may apply to such payment to the same extent and in the same manner as such provisions apply to the
holders of Common Shares, but only to the extent the application of such provisions does not adversely affect the status of the Option or SAR as exempt from Code Section 409A. If the Spread applicable to an Option or SAR is zero
or a negative number, then the Option or SAR may be cancelled without making a payment to the Optionee; 
 (g) The
cancellation of outstanding Stock Units and a payment to the holder thereof with respect to each Common Share subject to the Stock Unit (whether or not such Stock Unit is then vested) equal to the value, as determined by the Administrator in its
absolute discretion, of the property (including cash) received by the holder of a Common Share as a result of the transaction (the “Transaction Value”). Such payment shall be made in the form of cash, cash equivalents, or securities
of the surviving entity or its parent having a value equal to the Transaction Value. In addition, such payment may be subject to vesting based on the Participant’s continuing Service, provided that the vesting schedule shall not be less
favorable to the Participant than the schedule under which such Stock Units would have vested, and if required under applicable tax rules, such payment may be deferred until the settlement date specified in the Stock Unit Agreement. In addition, any
escrow, holdback, earn-out or similar provisions in the transaction agreement may apply to such payment to the 

  
 10 








 
same extent and in the same manner as such provisions apply to the holders of Common Shares. In the event that a Stock Unit is subject to Code Section 409A, the payment described in this
clause (g) shall be made on the settlement date specified in the applicable Stock Unit Agreement, provided that settlement may be accelerated in accordance with Treasury Regulation Section 1.409A-3(j)(4); or 

(h) The assignment of any reacquisition or repurchase rights held by the Company in respect of an Award of Restricted Shares to
the surviving entity or its parent, with corresponding proportionate adjustments made to the price per share to be paid upon exercise of any such reacquisition or repurchase rights. 

For avoidance of doubt, the Administrator shall have the discretion, exercisable either at the time an Award is granted or at any time while the Award remains
outstanding, to provide for the acceleration of vesting upon the occurrence of a Change in Control, whether or not the Award is to be assumed or replaced in the transaction, or in connection with a termination of the Participant’s Service
following a transaction. 
 Any action taken under this Article 9.3 shall either preserve an Award’s status as exempt from Code Section 409A or
comply with Code Section 409A. 
 ARTICLE 10. OTHER AWARDS. 

10.1 Performance Cash Awards. A Performance Cash Award is a cash award that may be granted subject to the attainment of specified
Performance Goals during a Performance Period. A Performance Cash Award may also require the completion of a specified period of continuous Service. The length of the Performance Period, the Performance Goals to be attained during the Performance
Period, and the degree to which the Performance Goals have been attained shall be determined conclusively by the Administrator. Each Performance Cash Award shall be set forth in a written agreement or in a resolution duly adopted by the
Administrator which shall contain provisions determined by the Administrator and not inconsistent with the Plan. The terms of various Performance Cash Awards need not be identical. 

10.2 Awards Under Other Plans. The Company may grant awards under other plans or programs. Such awards may be settled in the form of
Common Shares issued under this Plan. Such Common Shares shall be treated for all purposes under the Plan like Common Shares issued in settlement of Stock Units and shall, when issued, reduce the number of Common Shares available under
Article 3. 
 ARTICLE 11. LIMITATION ON RIGHTS. 

11.1 Retention Rights. Neither the Plan nor any Award granted under the Plan shall be deemed to give any individual a right to remain a
Service Provider. The Company and its Parents, Subsidiaries and Affiliates reserve the right to terminate the Service of any Service Provider at any time, with or without cause, subject to applicable laws, the Company’s certificate of
incorporation and by-laws and a written employment agreement (if any). 
 11.2 Stockholders’ Rights. Except as set forth in
Article 7.4 or 8.4 above, a Participant shall have no dividend rights, voting rights or other rights as a stockholder with 

  
 11 








 
respect to any Common Shares covered by his or her Award prior to the time when a stock certificate for such Common Shares is issued or, if applicable, the time when he or she becomes entitled to
receive such Common Shares by filing any required notice of exercise and paying any required Exercise Price. No adjustment shall be made for cash dividends or other rights for which the record date is prior to such time, except as expressly provided
in the Plan. 
 11.3 Regulatory Requirements. Any other provision of the Plan notwithstanding, the obligation of the Company to issue
Common Shares under the Plan shall be subject to all applicable laws, rules and regulations and such approval by any regulatory body as may be required. The Company reserves the right to restrict, in whole or in part, the delivery of Common Shares
pursuant to any Award prior to the satisfaction of all legal requirements relating to the issuance of such Common Shares, to their registration, qualification or listing or to an exemption from registration, qualification or listing. The inability
of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed necessary by the Company’s counsel to be necessary to the lawful issuance and sale of any Common Shares hereunder, will relieve the
Company of any liability in respect of the failure to issue or sell such Common Shares as to which such requisite authority will not have been obtained. 

11.4 Transferability of Awards. The Administrator may, in its sole discretion, permit transfer of an Award in a manner consistent with
applicable law. Unless otherwise determined by the Administrator, Awards shall be transferable by a Participant only by (a) beneficiary designation, (b) a will or (c) the laws of descent and distribution. An ISO may only be
transferred by will or by the laws of descent and distribution and may be exercised during the lifetime of the Optionee only by the Optionee or by the Optionee’s guardian or legal representative. 

11.5 Other Conditions and Restrictions on Common Shares. Any Common Shares issued under the Plan shall be subject to such forfeiture
conditions, rights of repurchase, rights of first refusal, other transfer restrictions and such other terms and conditions as the Administrator may determine. Such conditions and restrictions shall be set forth in the applicable Award Agreement and
shall apply in addition to any restrictions that may apply to holders of Common Shares generally. In addition, Common Shares issued under the Plan shall be subject to such conditions and restrictions imposed either by applicable law or by Company
policy, as adopted from time to time, designed to ensure compliance with applicable law or laws with which the Company determines in its sole discretion to comply including in order to maintain any statutory, regulatory or tax advantage. 

ARTICLE 12. TAXES. 
 12.1 General.
As a condition to an Award under the Plan, a Participant or his or her successor shall make arrangements satisfactory to the Company for the satisfaction of any federal, state, local or foreign withholding tax obligations that arise in connection
with any Award granted under the Plan. The Company shall not be required to issue any Common Shares or make any cash payment under the Plan until such obligations are satisfied. 

12.2 Share Withholding. To the extent that applicable law subjects a Participant to tax withholding obligations, the Administrator may
permit such Participant to satisfy all or part 

  
 12 








 
of such obligations by having the Company withhold all or a portion of any Common Shares that otherwise would be issued to him or her or by surrendering all or a portion of any Common Shares that
he or she previously acquired. Such Common Shares shall be valued at their Fair Market Value on the date when they are withheld or surrendered. Any payment of taxes by assigning Common Shares to the Company may be subject to restrictions including
any restrictions required by SEC, accounting or other rules. 
 12.3 Section 162(m) Matters. The Administrator, in its sole
discretion, may determine whether an Award is intended to qualify as “performance-based compensation” within the meaning of Code Section 162(m). The Administrator may grant Awards that are based on Performance Goals but that are not
intended to qualify as performance-based compensation. With respect to any Award that is intended to qualify as performance-based compensation, the Administrator shall designate the Performance Goal(s) applicable to, and the formula for calculating
the amount payable under, an Award within 90 days following commencement of the applicable Performance Period (or such earlier time as may be required under Code Section 162(m)), and in any event at a time when achievement of the applicable
Performance Goal(s) remains substantially uncertain. Prior to the payment of any Award that is intended to constitute performance-based compensation, the Administrator shall certify in writing whether and the extent to which the Performance Goal(s)
were achieved for such Performance Period. The Administrator shall have the right to reduce or eliminate (but not to increase) the amount payable under an Award that is intended to constitute performance-based compensation. 

12.4 Section 409A Matters. Except as otherwise expressly set forth in an Award Agreement, it is intended that Awards granted under
the Plan either be exempt from, or comply with, the requirements of Code Section 409A. To the extent an Award is subject to Code Section 409A (a “409A Award”), the terms of the Plan, the Award and any written agreement
governing the Award shall be interpreted to comply with the requirements of Code Section 409A so that the Award is not subject to additional tax or interest under Code Section 409A, unless the Administrator expressly provides otherwise. A
409A Award shall be subject to such additional rules and requirements as specified by the Administrator from time to time in order for it to comply with the requirements of Code Section 409A. In this regard, if any amount under a 409A Award is
payable upon a “separation from service” to an individual who is considered a “specified employee” (as each term is defined under Code Section 409A), then no such payment shall be made prior to the date that is the earlier
of (i) six months and one day after the Participant’s separation from service or (ii) the Participant’s death, but only to the extent such delay is necessary to prevent such payment from being subject to Code
Section 409A(a)(1). 
 12.5 Limitation on Liability. Neither the Company nor any person serving as Administrator shall have any
liability to a Participant in the event an Award held by the Participant fails to achieve its intended characterization under applicable tax law. 

ARTICLE 13. FUTURE OF THE PLAN. 
 13.1
Term of the Plan. The Plan, as set forth herein, shall become effective on the Registration Date. The Plan shall remain in effect until the earlier of (a) the date when the Plan is terminated under Article 13.2 or (b) the 10th
anniversary of the date when the Board adopted the Plan. 

  
 13 








 13.2 Amendment or Termination. The Board may, at any time and for any reason, amend or
terminate the Plan. No Awards shall be granted under the Plan after the termination thereof. The termination of the Plan, or any amendment thereof, shall not affect any Award previously granted under the Plan. 

13.3 Stockholder Approval. An amendment of the Plan shall be subject to the approval of the Company’s stockholders only to the
extent required by applicable laws, regulations or rules. 
 ARTICLE 14. DEFINITIONS. 

14.1 “Administrator” means the Board or any Committee administering the Plan in accordance with Article 2. 

14.2 “Affiliate” means any entity other than a Subsidiary, if the Company and/or one or more Subsidiaries own not less than
50% of such entity. 
 14.3 “Award” means any award granted under the Plan, including as an Option, a SAR, a Restricted
Share, a Stock Unit or a Performance Cash Award. 
 14.4 “Award Agreement” means a Stock Option Agreement, an SAR
Agreement, a Restricted Stock Agreement, a Stock Unit Agreement or such other agreement evidencing an Award granted under the Plan. 
 14.5
“Board” means the Company’s Board of Directors, as constituted from time to time. 
 14.6 “Change in
Control” means: 
 (a) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act)
becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s
then-outstanding voting securities; 
 (b) The consummation of the sale or disposition by the Company of all or substantially
all of the Company’s assets; 
 (c) The consummation of a merger or consolidation of the Company with or into any other
entity, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of
the surviving entity or its parent) more than fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation;
or 

  
 14 








 (d) Individuals who are members of the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the members of the Board over a period of 12 months; provided, however, that if the appointment or election (or nomination for election) of any new Board member was approved
or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. 

A transaction shall not constitute a Change in Control if its sole purpose is to change the state of the Company’s incorporation or to create a holding
company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. In addition, if a Change in Control constitutes a payment event with respect to any Award
which provides for a deferral of compensation and is subject to Code Section 409A, then notwithstanding anything to the contrary in the Plan or applicable Award Agreement the transaction with respect to such Award must also constitute a
“change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A. 

14.7 “Code” means the Internal Revenue Code of 1986, as amended. 

14.8 “Committee” means a committee of one or more members of the Board, or of other individuals satisfying applicable laws,
appointed by the Board to administer the Plan. 
 14.9 “Common Share” means one share of the common stock of the Company.

 14.10 “Company” means Histogenics Corporation, a Delaware corporation. 

14.11 “Consultant” means a consultant or adviser who provides bona fide services to the Company, a Parent, a
Subsidiary or an Affiliate as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Securities Act of 1933, as amended. 

14.12 “Employee” means a common-law employee of the Company, a Parent, a Subsidiary
or an Affiliate. 
 14.13 “Exchange Act” means the Securities Exchange Act of 1934, as amended. 

14.14 “Exercise Price,” in the case of an Option, means the amount for which one Common Share may be purchased upon exercise
of such Option, as specified in the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR, means an amount, as specified in the applicable SAR Agreement, which is subtracted from the Fair Market Value of one Common
Share in determining the amount payable upon exercise of such SAR. 
 14.15 “Fair Market Value” means the closing price of
a Common Share on any established stock exchange or a national market system on the applicable date or, if the applicable date is not a trading day, on the last trading day prior to the applicable date, as reported in a source that the Administrator
deems reliable. If Common Shares are no longer traded on an established stock exchange or a national market system, the Fair Market Value shall be determined by the Administrator in good faith on such basis as it deems appropriate. The
Administrator’s determination shall be conclusive and binding on all persons. 

  
 15 








 14.16 “ISO” means an incentive stock option described in Code
Section 422(b). 
 14.17 “NSO” means a stock option not described in Code Sections 422 or 423. 

14.18 “Option” means an ISO or NSO granted under the Plan and entitling the holder to purchase Common Shares. 

14.19 “Optionee” means an individual or estate holding an Option or SAR. 

14.20 “Outside Director” means a member of the Board who is not an Employee. 

14.21 “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company,
if each of the corporations other than the Company owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation that attains the status of a Parent on a
date after the adoption of the Plan shall be considered a Parent commencing as of such date. 
 14.22 “Participant” means
an individual or estate holding an Award. 
 14.23 “Performance Cash Award” means an award of cash granted under Article
10.1 of the Plan. 
 14.24 “Performance Goal” means a goal established by the Administrator for the applicable Performance
Period based on one or more of the performance criteria set forth in Appendix A. Depending on the performance criteria used, a Performance Goal may be expressed in terms of overall Company performance or the performance of a business unit,
division, Subsidiary, Affiliate or an individual. A Performance Goal may be measured either in absolute terms or relative to the performance of one or more comparable companies or one or more relevant indices. The Administrator may adjust the
results under any performance criterion to exclude any of the following events that occurs during a Performance Period: (a) asset write-downs, (b) litigation, claims, judgments or settlements, (c) the effect of changes in tax laws,
accounting principles or other laws or provisions affecting reported results, (d) accruals for reorganization and restructuring programs, (e) extraordinary, unusual or non-recurring items, (f) exchange rate effects for non-U.S. dollar
denominated net sales and operating earnings, or (g) statutory adjustments to corporate tax rates; provided, however, that if an Award is intended to qualify as “performance-based compensation” within the meaning of Code
Section 162(m), such adjustment(s) shall only be made to the extent consistent with Code Section 162(m). 
 14.25 “Performance
Period” means a period of time selected by the Administrator over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to a Performance Cash Award or an Award of
Restricted Shares or Stock Units that vests based on the achievement of Performance Goals. Performance Periods may be of varying and overlapping duration, at the discretion of the Administrator. 

  
 16 








 14.26 “Plan” means this REGENXBIO Inc. 2015 Equity Incentive Plan, as amended
from time to time. 
 14.27 “Predecessor Plan” means the Company’s 2014 Stock Plan, as amended. 

14.28 “Registration Date” means the effective date of the registration statement filed by the Company with the Securities and
Exchange Commission pursuant to Form S-1. 
 14.29 “Restricted Share” means a Common Share awarded under the Plan. 

14.30 “Restricted Stock Agreement” means the agreement between the Company and the recipient of a Restricted Share that
contains the terms, conditions and restrictions pertaining to such Restricted Share. 
 14.31 “SAR” means a stock
appreciation right granted under the Plan. 
 14.32 “SAR Agreement” means the agreement between the Company and an Optionee
that contains the terms, conditions and restrictions pertaining to his or her SAR. 
 14.33 “Service” means service as an
Employee, Outside Director or Consultant. 
 14.34 “Service Provider” means any individual who is an Employee, Outside
Director or Consultant. 
 14.35 “Stock Award” means any award of an Option, a SAR, a Restricted Share or a Stock Unit
under the Plan. 
 14.36 “Stock Option Agreement” means the agreement between the Company and an Optionee that contains the
terms, conditions and restrictions pertaining to his or her Option. 
 14.37 “Stock Unit” means a bookkeeping entry
representing the equivalent of one Common Share, as awarded under the Plan. 
 14.38 “Stock Unit Agreement” means the
agreement between the Company and the recipient of a Stock Unit that contains the terms, conditions and restrictions pertaining to such Stock Unit. 

14.39 “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the
Company, if each of the corporations other than the last corporation in the unbroken chain owns stock possessing 50% or more of the total combined voting power of all classes of stock in one of the other corporations in such chain. A corporation
that attains the status of a Subsidiary on a date after the adoption of the Plan shall be considered a Subsidiary commencing as of such date 

  
 17 








 14.40 “Substitute Awards” means Awards or Common Shares issued by the Company in
assumption of, or substitution or exchange for, Awards previously granted, or the right or obligation to make future awards, in each case by a corporation acquired by the Company or any Affiliate or with which the Company or any Affiliate combines
to the extent permitted by NASDAQ Marketplace Rule 5635 or any successor thereto. 

  
 18 








 APPENDIX A 

PERFORMANCE CRITERIA 

The Administrator may establish Performance Goals derived from one or more of the following criteria when it makes Awards of Restricted Shares or Stock Units
that vest entirely or in part on the basis of performance or when it makes Performance Cash Awards: 
  

			
		
	 •    Earnings (before or after taxes)
		 •    Sales or revenue (using a measure thereof that complies with Section 162(m))

		
	 •    Earnings per share
		 •    Expense or cost reduction

		
	 •    Earnings before interest, taxes and depreciation
		 •    Working capital

		
	 •    Earnings before interest, taxes, depreciation and amortization
		 •    Economic value added (or an equivalent metric)

		
	 •    Total stockholder return
		 •    Market share

		
	 •    Return on equity or average stockholders’ equity
		 •    Cash measures including cash flow and cash balance

		
	 •    Return on assets, investment or capital employed
		 •    Operating cash flow

		
	 •    Operating income
		 •    Cash flow per share

		
	 •    Gross margin
		 •    Share price

		
	 •    Operating margin
		 •    Debt reduction

		
	 •    Net operating income
		 •    Customer satisfaction

		
	 •    Net operating income after tax
		 •    Stockholders’ equity

		
	 •    Return on operating revenue
		 •    Contract awards or backlog

		
	 •    Objective corporate or individual strategic goals
		 •    Objective individual performance goals

	
	 •    To the extent that an Award is not intended to comply with Code Section 162(m), other
measures of performance selected by the Administrator



  
 19