Exhibit 10.2





 


Chimerix,
Inc.


 


2002
Equity Incentive Plan


 


Adopted:
September 27, 2002


Approved
By Stockholders: October 22, 2002


Amended:
July 18, 2003 


Amendment
Approved by Stockholders: July 18, 2003


Amended:
October 19, 2004


Amendment
Approved by Stockholders: October 19, 2004


Amended:
February 23, 2007


Amendment
Approved by Stockholders: February 23, 2007


Amended:
May 5, 2009


Amendment
Approved by Stockholders: May 5, 2009


Amended:
July 24, 2009


Amendment
Approved by Stockholders: July 24, 2009


Amended:
February 7, 2011


Amendment
Approved by Stockholders: February 7, 2011


 


Termination
Date: September 26, 2012


 


1.           Purposes.


 


(a)           Eligible
Stock Award Recipients. The persons eligible to receive Stock Awards are the Employees, Directors and Consultants of the Company
and its Affiliates.


 


(b)           Available
Stock Awards. The purpose of the Plan is to provide a means by which eligible recipients of Stock Awards may be given an opportunity
to benefit from increases in value of the Common Stock through the granting of the following Stock Awards: (i) Incentive Stock
Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses and (iv) rights to acquire restricted stock.


 


(c)           General
Purpose. The Company, by means of the Plan, seeks to retain the services of the group of persons eligible to receive Stock
Awards, to secure and retain the services of new members of this group and to provide incentives for such persons to exert maximum
efforts for the success of the Company and its Affiliates.


 


2.           Definitions.


 


(a)           “Affiliate”
means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms
are defined in Sections 424(e) and (f), respectively, of the Code.


 


(b)           “Board”
means the Board of Directors of the Company.


 




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(c)           “Capitalization
Adjustment” has the meaning ascribed to that term in Section 11(a).


 


(d)           “Cause”
means, with respect to a particular Participant, the occurrence of any of the following: (i) such Participant’s
conviction of any felony or any crime involving fraud; (ii) such Participant’s participation (whether by affirmative act
or omission) in a fraud or felonious act against the Company and/or its Affiliates; (iii) conduct by such Participant which, based
upon a good faith and reasonable factual investigation by the Company (or, if such Participant is an Officer, by the Board), demonstrates
such Participant’s unfitness to serve; (iv) such Participant’s violation of any statutory or fiduciary duty, or duty
of loyalty owed to the Company and/or its Affiliates and which has a material adverse effect on the Company and/or its Affiliates;
(v) such Participant’s violation of state or federal law in connection with such Participant’s performance of such
Participant’s job which has a material adverse effect on the Company and/or its Affiliates; (vi) breach of any material
term of any contract between such Participant and the Company and/or its Affiliates; and (vii) such Participant’s violation
of any material Company policy. Notwithstanding the foregoing, such Participant’s death or Disability shall not constitute
Cause as set forth herein. The determination that a termination is for Cause shall be made by the Board or Committee, as applicable,
in its sole and exclusive judgment and discretion.


 


(e)           “Code”
means the Internal Revenue Code of 1986, as amended.


 


(f)           “Committee”
means a committee of one or more members of the Board appointed by the Board in accordance with Section 3(c).


 


(g)           “Common
Stock” means the common stock of the Company.


 


(h)           “Company”
means Chimerix, Inc., a Delaware corporation.


 


(i)           “Consultant”
means any person, including an advisor, (i) engaged by the Company or an Affiliate to render consulting or advisory services
and who is compensated for such services or (ii) serving as a member of the Board of Directors of an Affiliate and who is compensated
for such services. However, the term “Consultant” shall not include Directors who are not compensated by the Company
for their services as Directors, and the payment of a fee by the Company for services which the Board determines in its sole discretion
are services as a Director, shall not cause a Director to be considered a “Consultant” for purposes of the Plan.


 


(j)           “Continuous
Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director
or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company
or an Affiliate as an Employee, Consultant or Director or a change in the entity for which the Participant renders such service,
provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall
not terminate a Participant’s Continuous Service. For example, a change in status from an Employee of the Company to a Consultant
to an Affiliate or a Director shall not constitute an interruption of Continuous Service. The Board or the Chief Executive Officer
of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted
in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave.
Notwithstanding the foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award
only to such extent as may be provided in the Company’s leave of absence policy or in the written terms of the Participant’s
leave of absence.


 




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(k)           “Director”
means a member of the Board of Directors of the Company.


 


(l)           “Disability”
means the inability of a person, in the opinion of a qualified physician acceptable to the Company, to perform the major
duties of that person’s position with the Company or an Affiliate because of the sickness or injury of the person.


 


(m)           “Employee”
means any person employed by the Company or an Affiliate. Service as a Director, or payment of a fee by the Company for
services which the Board determines in its sole discretion are services as a Director or as a member of the Board of Directors
of an Affiliate, shall not be sufficient to constitute “employment” by the Company or such Affiliate.


 


(n)           “Entity”
means a corporation, partnership or other entity.


 


(o)           “Exchange
Act” means the Securities Exchange Act of 1934, as amended.


 


(p)           “Fair
Market Value” means, as of any date, the value of the Common Stock determined in good faith by the Board, and in
a manner consistent with Section 260.140.50 of Title 10 of the California Code of Regulations.


 


(q)           “Incentive
Stock Option” means an Option intended to qualify as an incentive stock option within the meaning of Section 422
of the Code and the regulations promulgated thereunder.


 


(r)           “Listing
Date” means the first date upon which any security of the Company is listed (or approved for listing) upon notice
of issuance on any securities exchange or designated (or approved for designation) upon notice of issuance as a national market
security on an interdealer quotation system if such securities exchange or interdealer quotation system has been certified in
accordance with the provisions of Section 25100(o) of the California Corporate Securities Law of 1968.


 


(s)           “Nonstatutory
Stock Option” means an Option not intended to qualify as an Incentive Stock Option.


 


(t)           “Officer”
means any person designated by the Company as an officer.


 


(u)           “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option granted pursuant to the Plan.


 




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(v)           “Option
Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions
of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.


 


(w)           “Optionholder”
means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding
Option.


 


(x)           “Own,”
“Owned,” “Owner,” “Ownership” A person or Entity shall be deemed to “Own,”
to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such
person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or
shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.


 


(y)           “Participant”
means a person to whom a Stock Award is granted pursuant to the Plan or, if applicable, such other person who holds an
outstanding Stock Award.


 


(z)           “Plan”
means this Chimerix, Inc. 2002 Equity Incentive Plan.


 


(aa)        “Securities
Act” means the Securities Act of 1933, as amended.


 


(bb)        “Stock
Award” means any right granted under the Plan, including an Option, a stock bonus and a right to acquire restricted
stock.


 


(cc)        “Stock
Award Agreement” means a written agreement between the Company and a holder of a Stock Award evidencing the terms
and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of
the Plan.


 


(dd)        “Ten
Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock
possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of
its Affiliates.


 


3.           Administration.


 


(a)          Administration
by Board. The Board shall administer the Plan unless and until the Board delegates administration to a Committee, as provided
in Section 3(c).


 


(b)          Powers
of Board. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:


 


(i)           To
determine from time to time which of the persons eligible under the Plan shall be granted Stock Awards; when and how each Stock
Award shall be granted; what type or combination of types of Stock Award shall be granted; the provisions of each Stock Award
granted (which need not be identical), including the time or times when a person shall be permitted to receive Common Stock pursuant
to a Stock Award; and the number of shares of Common Stock with respect to which a Stock Award shall be granted to each such person.


 




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(ii)           To
construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for
its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or
in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.


 


(iii)           To
amend the Plan or a Stock Award as provided in Section 12.


 


(iv)           To
terminate or suspend the Plan as provided in Section 13.


 


(v)           Generally,
to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the
Company and that are not in conflict with the provisions of the Plan.


 


(c)          Delegation
to Committee. The Board may delegate administration of the Plan to a Committee or Committees of one (1) or more members of
the Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated.
If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the
powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the administrative powers
the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee),
subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by
the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan.


 


(d)          Effect
of Board’s Decision. All determinations, interpretations and constructions made by the Board in good faith shall not
be subject to review by any person and shall be final, binding and conclusive on all persons.


 


4.           Shares
Subject to the Plan.


 


(a)          Share
Reserve. Subject to the provisions of Section 11(a) relating to Capitalization Adjustments, the Common Stock that may be issued
pursuant to Stock Awards shall not exceed in the aggregate 12,665,816 shares of Common Stock.


 


(b)          Reversion
of Shares to the Share Reserve. If any Stock Award shall for any reason expire or otherwise terminate, in whole or in part,
without having been exercised in full, the shares of Common Stock not acquired under such Stock Award shall revert to and again
become available for issuance under the Plan.


 


(c)          Source
of Shares. The shares of Common Stock subject to the Plan may be unissued shares or reacquired shares, bought on the market
or otherwise.


 




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(d)           Share
Reserve Limitation. To the extent required by Section 260.140.45 of Title 10 of the California Code of Regulations, the total
number of shares of Common Stock issuable upon exercise of all outstanding Options and the total number of shares of Common Stock
provided for under any stock bonus or similar plan of the Company shall not exceed the applicable percentage as calculated in
accordance with the conditions and exclusions of Section 260.140.45 of Title 10 of the California Code of Regulations, based on
the shares of Common Stock of the Company that are outstanding at the time the calculation is made.


 


5.           Eligibility.


 


(a)          Eligibility
for Specific Stock Awards. Incentive Stock Options may be granted only to Employees. Stock Awards other than Incentive Stock
Options may be granted to Employees, Directors and Consultants.


 


(b)          Ten
Percent Stockholders.


 


(i)           A
Ten Percent Stockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least one
hundred ten percent (110%) of the Fair Market Value of the Common Stock on the date of grant and the Option is not exercisable
after the expiration of five (5) years from the date of grant.


 


(ii)           A
Ten Percent Stockholder shall not be granted a Nonstatutory Stock Option unless the exercise price of such Option is at least
(i) one hundred ten percent (110%) of the Fair Market Value of the Common Stock on the date of grant or (ii) such lower percentage
of the Fair Market Value of the Common Stock on the date of grant as is permitted by Section 260.140.41 of Title 10 of the California
Code of Regulations at the time of the grant of the Option.


 


(iii)           A
Ten Percent Stockholder shall not be granted a restricted stock award unless the purchase price of the restricted stock is at
least (i) one hundred percent (100%) of the Fair Market Value of the Common Stock on the date of grant or (ii) such lower percentage
of the Fair Market Value of the Common Stock on the date of grant as is permitted by Section 260.140.42 of Title 10 of the California
Code of Regulations at the time of the grant of the restricted stock award.


 


(c)          Consultants.
A Consultant shall not be eligible for the grant of a Stock Award if, at the time of grant, either the offer or the sale of
the Company’s securities to such Consultant is not exempt under Rule 701 of the Securities Act (“Rule 701”)
because of the nature of the services that the Consultant is providing to the Company, because the Consultant is not a natural
person, or because of some other provision of Rule 701, unless the Company determines that such grant need not comply with the
requirements of Rule 701 and will satisfy another exemption under the Securities Act as well as comply with the securities laws
of all other relevant jurisdictions.


 


6.           Option
Provisions.


 


Each Option shall
be in such form and shall contain such terms and conditions as the Board shall deem appropriate. All Options shall be separately
designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate
certificate or certificates shall be issued for shares of Common Stock purchased on exercise of each type of Option. The provisions
of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference
in the Option or otherwise) the substance of each of the following provisions:


 




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(a)           Term.
Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, no Option shall be exercisable after the expiration
of ten (10) years from the date it was granted.


 


(b)           Exercise
Price of an Incentive Stock Option. Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, the exercise
price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the Common
Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Incentive Stock Option may be
granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption
or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.


 


(c)           Exercise
Price of a Nonstatutory Stock Option. Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, the exercise
price of each Nonstatutory Stock Option shall be not less than eighty-five percent (85%) of the Fair Market Value of the Common
Stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, a Nonstatutory Stock Option may
be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an
assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.


 


(d)           Consideration.
The purchase price of Common Stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes
and regulations, either (i) in cash at the time the Option is exercised or (ii) at the discretion of the Board at the time of
the grant of the Option (or subsequently in the case of a Nonstatutory Stock Option) (1) by delivery to the Company of other Common
Stock, (2) according to a deferred payment or other similar arrangement with the Optionholder or (3) in any other form of legal
consideration that may be acceptable to the Board. Unless otherwise specifically provided in the Option, the purchase price of
Common Stock acquired pursuant to an Option that is paid by delivery to the Company of other Common Stock acquired, directly or
indirectly from the Company, shall be paid only by shares of the Common Stock of the Company that have been held for more than
six (6) months (or such longer or shorter period of time required to avoid a charge to earnings for financial accounting purposes).
At any time that the Company is incorporated in Delaware, payment of the Common Stock’s “par value,” as defined
in the Delaware General Corporation Law, shall not be made by deferred payment.


 


In the case of any
deferred payment arrangement, interest shall be compounded at least annually and shall be charged at the minimum rate of interest
necessary to avoid (1) the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts
stated to be interest under the deferred payment arrangement and (2) the treatment of the Option as a variable award for financial
accounting purposes.


 




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(e)         Transferability
of an Incentive Stock Option. An Incentive Stock Option shall not be transferable except by will or by the laws of descent
and distribution and shall be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the
foregoing, the Optionholder may, by delivering written notice to the Company, in a form satisfactory to the Company, designate
a third party who, in the event of the death of the Optionholder, shall thereafter be entitled to exercise the Option.


 


(f)          Transferability
of a Nonstatutory Stock Option. A Nonstatutory Stock Option shall not be transferable except by will or by the laws of descent
and distribution and, to the extent provided in the Option Agreement, to such further extent as permitted by Section 260.140.41(d)
of Title 10 of the California Code of Regulations at the time of the grant of the Option, and shall be exercisable during the
lifetime of the Optionholder only by the Optionholder. If the Nonstatutory Stock Option does not provide for transferability,
then the Nonstatutory Stock Option shall not be transferable except by will or by the laws of descent and distribution and shall
be exercisable during the lifetime of the Optionholder only by the Optionholder. Notwithstanding the foregoing, the Optionholder
may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event
of the death of the Optionholder, shall thereafter be entitled to exercise the Option.


 


(g)         Vesting
Generally. The total number of shares of Common Stock subject to an Option may, but need not, vest and therefore become exercisable
in periodic installments that may, but need not, be equal. The Option may be subject to such other terms and conditions on the
time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate.
The vesting provisions of individual Options may vary. The provisions of this Section 6(g) are subject to any Option provisions
governing the minimum number of shares of Common Stock as to which an Option may be exercised.


 


(h)         Minimum
Vesting. Notwithstanding the foregoing Section 6(g), to the extent that the following restrictions on vesting are required
by Section 260.140.41(f) of Title 10 of the California Code of Regulations at the time of the grant of the Option, then:


 


(i)           Options
granted to an Employee who is not an Officer, Director or Consultant shall provide for vesting of the total number of shares of
Common Stock at a rate of at least twenty percent (20%) per year over five (5) years from the date the Option was granted, subject
to reasonable conditions such as continued employment; and


 


(ii)           Options
granted to Officers, Directors or Consultants may be made fully exercisable, subject to reasonable conditions such as continued
employment, at any time or during any period established by the Company.


 


(i)           Termination
of Continuous Service. In the event that an Optionholder’s Continuous Service terminates (for reasons other than Cause
or upon the Optionholder’s death or Disability), the Optionholder may exercise his or her Option (to the extent that the
Optionholder was entitled to exercise such Option as of the date of termination) but only within such period of time ending on
the earlier of (i) the date three (3) months following the termination of the Optionholder’s Continuous Service (or such
longer or shorter period specified in the Option Agreement, which period shall not be less than thirty (30) days unless such termination
is for Cause), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the
Optionholder does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate.


 




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(j)           Extension
of Termination Date. An Optionholder’s Option Agreement may also provide that if the exercise of the Option following
the termination of the Optionholder’s Continuous Service (for reasons other than Cause or upon the Optionholder’s
death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration
requirements under the Securities Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the
Option set forth in Section 6(a) or (ii) the expiration of a period of three (3) months after the termination of the Optionholder’s
Continuous Service during which the exercise of the Option would not be in violation of such registration requirements.


 


(k)           Disability
of Optionholder. In the event that an Optionholder’s Continuous Service terminates as a result of the Optionholder’s
Disability, the Optionholder may exercise his or her Option (to the extent that the Optionholder was entitled to exercise such
Option as of the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months
following such termination (or such longer or shorter period specified in the Option Agreement, which period shall not be less
than six (6) months) or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination,
the Optionholder does not exercise his or her Option within the time specified herein, the Option shall terminate.


 


(l)           Death
of Optionholder. In the event that (i) an Optionholder’s Continuous Service terminates as a result of the Optionholder’s
death or (ii) the Optionholder dies within the period (if any) specified in the Option Agreement after the termination of the
Optionholder’s Continuous Service for a reason other than death, then the Option may be exercised (to the extent the Optionholder
was entitled to exercise such Option as of the date of death) by the Optionholder’s estate, by a person who acquired the
right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionholder’s
death pursuant to Section 6(e) or 6(f), but only within the period ending on the earlier of (1) the date eighteen (18) months
following the date of death (or such longer or shorter period specified in the Option Agreement, which period shall not be less
than six (6) months) or (2) the expiration of the term of such Option as set forth in the Option Agreement. If, after death, the
Option is not exercised within the time specified herein, the Option shall terminate.


 


(m)           Termination
for Cause. In the event an Optionholder’s Continuous Service is terminated for Cause, the Option shall terminate upon
the termination date of such Optionholder’s Continuous Service and the Optionholder is prohibited from exercising his or
her Option as of the time of such termination.


 




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(n)           Early
Exercise. The Option may, but need not, include a provision whereby the Optionholder may elect at any time before the Optionholder’s
Continuous Service terminates to exercise the Option as to any part or all of the shares of Common Stock subject to the Option
prior to the full vesting of the Option. Subject to the “Repurchase Limitation” in Section 10(h), any unvested shares
of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Board
determines to be appropriate.


 


(o)           Right
of Repurchase. Subject to the “Repurchase Limitation” in Section 10(h), the Option may, but need not, include
a provision whereby the Company may elect to repurchase all or any part of the vested shares of Common Stock acquired by the Optionholder
pursuant to the exercise of the Option.


 


(p)           Right
of First Refusal. The Option may, but need not, include a provision whereby the Company may elect to exercise a right of first
refusal following receipt of notice from the Optionholder of the intent to transfer all or any part of the shares of Common Stock
received upon the exercise of the Option. Such right of first refusal shall comply with any applicable provisions of the Bylaws
of the Company.


 


7.           Provisions
of Stock Awards other than Options.


 


(a)           Stock
Bonus Awards. Each stock bonus agreement shall be in such form and shall contain such terms and conditions as the Board shall
deem appropriate. The terms and conditions of stock bonus agreements may change from time to time, and the terms and conditions
of separate stock bonus agreements need not be identical, but each stock bonus agreement shall include (through incorporation
of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:


 


(i)           Consideration.
A stock bonus may be awarded in consideration for past services actually rendered to the Company or an Affiliate for its benefit.


 


(ii)           Vesting.
Subject to the “Repurchase Limitation” in Section 10(h), shares of Common Stock awarded under the stock bonus
agreement may, but need not, be subject to a share repurchase option in favor of the Company in accordance with a vesting schedule
to be determined by the Board.


 


(iii)           Termination
of Participant’s Continuous Service. Subject to the “Repurchase Limitation” in Section 10(h), in the event
that a Participant’s Continuous Service terminates, the Company may reacquire any or all of the shares of Common Stock held
by the Participant that have not vested as of the date of termination under the terms of the stock bonus agreement.


 


(iv)           Transferability.
Rights to acquire shares of Common Stock under the stock bonus agreement shall not be transferable except by will or by the
laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant.


 


(b)           Restricted
Stock Awards. Each restricted stock purchase agreement shall be in such form and shall contain such terms and conditions as
the Board shall deem appropriate. The terms and conditions of the restricted stock purchase agreements may change from time to
time, and the terms and conditions of separate restricted stock purchase agreements need not be identical, but each restricted
stock purchase agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions:


 




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(i)           Purchase
Price. Subject to the provisions of Section 5(b) regarding Ten Percent Stockholders, the purchase price of restricted stock
awards shall not be less than eighty-five percent (85%) of the Common Stock’s Fair Market Value on the date such award is
made or at the time the purchase is consummated.


 


(ii)           Consideration.
The purchase price of Common Stock acquired pursuant to the restricted stock purchase agreement shall be paid either: (i)
in cash at the time of purchase; (ii) at the discretion of the Board, according to a deferred payment or other similar arrangement
with the Participant; or (iii) in any other form of legal consideration that may be acceptable to the Board in its discretion;
provided, however, that at any time that the Company is incorporated in Delaware, then payment of the Common Stock’s
“par value,” as defined in the Delaware General Corporation Law, shall not be made by deferred payment.


 


(iii)           Vesting.
Subject to the “Repurchase Limitation” in Section 10(h), shares of Common Stock acquired under the restricted
stock purchase agreement may, but need not, be subject to a share repurchase option in favor of the Company in accordance with
a vesting schedule to be determined by the Board.


 


(iv)           Termination
of Participant’s Continuous Service. Subject to the “Repurchase Limitation” in Section 10(h), in the event
that a Participant’s Continuous Service terminates, the Company may repurchase or otherwise reacquire any or all of the
shares of Common Stock held by the Participant that have not vested as of the date of termination under the terms of the restricted
stock purchase agreement.


 


(v)           Transferability.
Rights to acquire shares of Common Stock under the restricted stock purchase agreement shall not be transferable except by
will or by the laws of descent and distribution and shall be exercisable during the lifetime of the Participant only by the Participant.


 


8.           Covenants
of the Company.


 


(a)           Availability
of Shares. During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of Common
Stock required to satisfy such Stock Awards.


 


(b)           Securities
Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan
such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock
Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act the
Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the
Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary
for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure
to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained.


 




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9.           Use
of Proceeds from Stock.


 


Proceeds from the
sale of Common Stock pursuant to Stock Awards shall constitute general funds of the Company.


 


10.         Miscellaneous.


 


(a)           Acceleration
of Exercisability and Vesting. The Board shall have the power to accelerate the time at which a Stock Award may first be exercised
or the time during which a Stock Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions
in the Stock Award stating the time at which it may first be exercised or the time during which it will vest.


 


(b)           Stockholder
Rights. No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any
shares of Common Stock subject to such Stock Award unless and until such Participant has satisfied all requirements for exercise
of the Stock Award pursuant to its terms.


 


(c)           No
Employment or other Service Rights. Nothing in the Plan or any instrument executed or Stock Award granted pursuant thereto
shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the
time the Stock Award was granted or shall affect the right of the Company or an Affiliate to terminate (i) the employment of an
Employee with or without notice and with or without Cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s
agreement with the Company or an Affiliate or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate,
and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as the
case may be.


 


(d)           Incentive
Stock Option $100,000 Limitation. To the extent that the aggregate Fair Market Value (determined at the time of grant) of
Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar
year (under all plans of the Company and its Affiliates) exceeds one hundred thousand dollars ($100,000), the Options or portions
thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options,
notwithstanding any contrary provision of a Stock Award Agreement.


 




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(e)           Investment
Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Stock
Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial
and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and
experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser
representative, the merits and risks of exercising the Stock Award; and (ii) to give written assurances satisfactory to the Company
stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and
not with any present intention of selling or otherwise distributing the Common Stock. The foregoing requirements, and any assurances
given pursuant to such requirements, shall be inoperative if (1) the issuance of the shares of Common Stock upon the exercise
or acquisition of Common Stock under the Stock Award has been registered under a then currently effective registration statement
under the Securities Act or (2) as to any particular requirement, a determination is made by counsel for the Company that such
requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel
to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order
to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock.


 


(f)           Withholding
Obligations. To the extent provided by the terms of a Stock Award Agreement, the Participant may satisfy any federal, state
or local tax withholding obligation relating to the exercise or acquisition of Common Stock under a Stock Award by any of the
following means (in addition to the Company’s right to withhold from any compensation paid to the Participant by the Company)
or by a combination of such means: (i) tendering a cash payment; (ii) authorizing the Company to withhold shares of Common Stock
from the shares of Common Stock otherwise issuable to the Participant as a result of the exercise or acquisition of Common Stock
under the Stock Award; provided, however, that no shares of Common Stock are withheld with a value exceeding the minimum
amount of tax required to be withheld by law (or such lower amount as may be necessary to avoid variable award accounting); or
(iii) delivering to the Company owned and unencumbered shares of Common Stock.


 


(g)           Information
Obligation. To the extent required by Section 260.140.46 of Title 10 of the California Code of Regulations, the Company shall
deliver financial statements to Participants at least annually. This Section 10(g) shall not apply to key Employees whose duties
in connection with the Company assure them access to equivalent information.


 


(h)          Repurchase
Limitation. The terms of any repurchase option shall be specified in the Stock Award. To the extent required by Section 260.140.41
and Section 260.140.42 of Title 10 of the California Code of Regulations at the time a Stock Award is made, any repurchase option
contained in a Stock Award granted to a person who is not an Officer, Director or Consultant shall be upon the terms described
below:


 


(i)           Fair
Market Value. If the repurchase option gives the Company the right to repurchase the shares of Common Stock upon termination
of employment at not less than the Fair Market Value of the shares of Common Stock to be purchased on the date of termination
of Continuous Service, then (i) the right to repurchase shall be exercised for cash or cancellation of purchase money indebtedness
for the shares of Common Stock within ninety (90) days of termination of Continuous Service (or in the case of shares of Common
Stock issued upon exercise of Stock Awards after such date of termination, within ninety (90) days after the date of the exercise)
or such longer period as may be agreed to by the Company and the Participant (for example, for purposes of satisfying the requirements
of Section 1202(c)(3) of the Code regarding “qualified small business stock”) and (ii) the right terminates when the
shares of Common Stock become publicly traded.


 




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(ii)           Original
Purchase Price. If the repurchase option gives the Company the right to repurchase the shares of Common Stock upon termination
of Continuous Service at the original purchase price then (x) the right to repurchase at the original purchase price shall lapse
at the rate of at least twenty percent (20%) of the shares of Common Stock per year over five (5) years from the date the Stock
Award is granted (without respect to the date the Stock Award was exercised or became exercisable) and (y) the right to repurchase
shall be exercised for cash or cancellation of purchase money indebtedness for the shares of Common Stock within ninety (90) days
of termination of Continuous Service (or in the case of shares of Common Stock issued upon exercise of Options after such date
of termination, within ninety (90) days after the date of the exercise) or such longer period as may be agreed to by the Company
and the Participant (for example, for purposes of satisfying the requirements of Section 1202(c)(3) of the Code regarding “qualified
small business stock”).


 


11.          Adjustments
upon Changes in Stock.


 


(a)           Capitalization
Adjustments. If any change is made in, or other event occurs with respect to, the Common Stock subject to the Plan or subject
to any Stock Award without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization,
reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares,
exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company
(each a “Capitalization Adjustment”), the Plan will be appropriately adjusted in the class(es) and maximum number
of securities subject to the Plan pursuant to Section 4(a), and the outstanding Stock Awards will be appropriately adjusted in
the class(es) and number of securities and price per share of Common Stock subject to such outstanding Stock Awards. The Board
shall make such adjustments, and its determination shall be final, binding and conclusive. (The conversion of any convertible
securities of the Company shall not be treated as a transaction “without receipt of consideration” by the Company.)


 


(b)           Dissolution
or Liquidation. In the event of a dissolution or liquidation of the Company, then all outstanding Stock Awards shall terminate
immediately prior to the completion of such dissolution or liquidation.


 


(c)           Asset
Sale, Merger, Consolidation or Reverse Merger. In the event of (i) a sale, lease or other disposition of all or substantially
all of the assets of the Company, (ii) a merger or consolidation in which the Company is not the surviving corporation or (iii)
a reverse merger in which the Company is the surviving corporation but the shares of Common Stock outstanding immediately preceding
the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise (individually,
a “Corporate Transaction”), then any surviving corporation or acquiring corporation shall assume any Stock Awards
outstanding under the Plan or shall substitute similar stock awards (including an award to acquire the same consideration paid
to the stockholders in the Corporate Transaction for those outstanding under the Plan). In the event any surviving corporation
or acquiring corporation fails or refuses to assume such Stock Awards or to substitute similar stock awards for those outstanding
under the Plan, then with respect to Stock Awards held by Participants whose Continuous Service has not terminated, the vesting
of such Stock Awards (and, if applicable, the time during which such Stock Awards may be exercised) shall be accelerated in full,
and the Stock Awards shall terminate if not exercised (if applicable) at or prior to the Corporate Transaction. With respect to
any other Stock Awards outstanding under the Plan, such Stock Awards shall terminate if not exercised (if applicable) prior to
the Corporate Transaction.


 




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12.          Amendment
of the Plan and Stock Awards.


 


(a)           Amendment
of Plan. The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 11(a) relating
to Capitalization Adjustments, no amendment shall be effective unless approved by the stockholders of the Company to the extent
stockholder approval is necessary to satisfy the requirements of Section 422 of the Code.


 


(b)           Stockholder
Approval. The Board, in its sole discretion, may submit any other amendment to the Plan for stockholder approval.


 


(c)           Contemplated
Amendments. It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable
to provide eligible Employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations
promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under
it into compliance therewith.


 


(d)           No
Impairment of Rights. Rights under any Stock Award granted before amendment of the Plan shall not be impaired by any amendment
of the Plan unless (i) the Company requests the consent of the Participant and (ii) the Participant consents in writing.


 


(e)           Amendment
of Stock Awards. The Board at any time, and from time to time, may amend the terms of any one or more Stock Awards; provided,
however, that the rights under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests
the consent of the Participant and (ii) the Participant consents in writing.


 


13.          Termination
or Suspension of the Plan.


 


(a)           Plan
Term. The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate on the day
before the tenth (10th) anniversary of the date the Plan is adopted by the Board or approved by the stockholders of the Company,
whichever is earlier. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 


(b)           No
Impairment of Rights. Suspension or termination of the Plan shall not impair rights and obligations under any Stock Award
granted while the Plan is in effect except with the written consent of the Participant.


 




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14.          Effective
Date of Plan.


 


The Plan shall become
effective as determined by the Board, but no Stock Award shall be exercised (or, in the case of a stock bonus, shall be granted)
unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months
before or after the date the Plan is adopted by the Board.


 


15.          Choice
of Law.


 


The law of the State
of California shall govern all questions concerning the construction, validity and interpretation of this Plan, without regard
to such state’s conflict of laws rules.


 




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Chimerix, Inc.
 2002
Equity Incentive Plan
 Stock Option Agreement

(Incentive Stock Option or Nonstatutory Stock Option)


 


Pursuant to your Stock Option Grant Notice
(the “Grant Notice”) and this Stock Option Agreement, Chimerix, Inc. (the “Company”) has granted you an
option under its 2002 Equity Incentive Plan (the “Plan”) to purchase the number of shares of the Company’s Common
Stock indicated in your Grant Notice at the exercise price indicated in your Grant Notice. Defined terms not explicitly defined
in this Stock Option Agreement but defined in the Plan shall have the same definitions as in the Plan.


 


The details of your option are as follows:


 


1.           Vesting.
Subject to the limitations contained herein, your option will vest as provided in your Grant Notice, provided that
vesting will cease upon the termination of your Continuous Service.


 


a.           Special
Acceleration Provision. If a Change in Control (defined below) occurs and as of, or within thirteen (13) months after, the
effective time of such Change in Control your Continuous Service terminates due to an involuntary termination (not including death
or Disability) without Cause (as defined in the Plan) or due to a voluntary termination with Good Reason (as defined herein),
then, as of the date of termination of your Continuous Service, the vesting and exercisability of your option shall be accelerated
in full or any reacquisition or repurchase rights held by the Company with respect to such option shall lapse in full, as appropriate.


 


For purposes of this
subsection 1(a) only, “Change in Control” means the occurrence, in a single transaction or in a series of related
transactions, of any one or more of the following events: (i) a sale or other disposition of all or substantially all of the assets
of the Company; (ii) a merger or consolidation involving the Company in which the Company is not the surviving Entity, and in
which the stockholders of the Company immediately prior to such transaction Own, immediately after the transaction, less than
fifty percent (50%) of the voting power of the surviving Entity or its parent; (iii) a reverse merger in which the Company is
the surviving Entity and the stockholders of the Company immediately prior to such reverse merger Own less than fifty percent
(50%) of the voting power of the Company or its parent immediately after the transaction; or (iv) an acquisition by any person,
Entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act, or any comparable successor provisions (excluding
any employee benefit plan, or related trust, sponsored or maintained by the Company or subsidiary of the Company or other Entity
controlled by the Company) of the beneficial Ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or
comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the voting power entitled
to vote in the election of Directors, excluding in any case issuances of securities by the Company in transactions the primary
purpose of which is to raise capital for the Company.


 




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For purposes of this
subsection 1(a) only, “Good Reason” means the occurrence of any of the following events, conditions or actions taken
by the Company without Cause and without your consent: (A) a change in your job title with the Company to a job title involving
a materially reduced level of responsibility (provided however, a change in your job title without a material reduction in your
level of responsibility shall not constitute “Good Reason”), (B) a material reduction in your level of base salary,
or (C) a relocation of your place of employment by more than fifty (50) miles.


 


b.           Parachute
Payments. If any payment or benefit you would receive pursuant to a Change in Control from the Company or otherwise (a “Payment”)
would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence,
be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced
to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result
in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the
Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and
the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the
greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction
in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount,
reduction shall occur in the following order unless you elect in writing a different order (provided, however, that such election
shall be subject to Company approval if made on or after the effective date of the event that triggers the Payment): reduction
of cash payments; cancellation of accelerated vesting of Stock Awards; reduction of employee benefits. In the event that acceleration
of vesting of Stock Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order
of the date of grant of your Stock Awards unless you elect in writing a different order for cancellation.


 


The accounting firm
engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform
the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual,
entity or group effecting the Change in Control, the Company shall appoint a nationally recognized accounting firm to make the
determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm
required to be made hereunder.


 


The accounting firm
engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation,
to you and the Company within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested
at that time by you or the Company) or such other time as requested by you or the Company. If the accounting firm determines that
no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish
you and the Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment.
Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company.


 




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2.           Number
of Shares and Exercise Price. The number of shares of Common Stock subject to your option and your exercise price per
share referenced in your Grant Notice may be adjusted from time to time for Capitalization Adjustments.


 


3.           Exercise
Prior to Vesting (“Early Exercise”). If permitted in your Grant Notice (i.e., the “Exercise Schedule”
indicates that “Early Exercise” of your option is permitted) and subject to the provisions of your option, you may
elect at any time that is both (i) during the period of your Continuous Service and (ii) during the term of your option, to exercise
all or part of your option, including the nonvested portion of your option; provided, however, that:


 


a.           a
partial exercise of your option shall be deemed to cover first vested shares of Common Stock and then the earliest vesting installment
of unvested shares of Common Stock;


 


b.           any
shares of Common Stock so purchased from installments that have not vested as of the date of exercise shall be subject to the
purchase option in favor of the Company as described in the Company’s form of Early Exercise Stock Purchase Agreement;


 


c.           you
shall enter into the Company’s form of Early Exercise Stock Purchase Agreement with a vesting schedule that will result
in the same vesting as if no early exercise had occurred; and


 


d.           if
your option is an Incentive Stock Option, then, to the extent that the aggregate Fair Market Value (determined at the time of
grant) of the shares of Common Stock with respect to which your option plus all other Incentive Stock Options you hold are exercisable
for the first time by you during any calendar year (under all plans of the Company and its Affiliates) exceeds one hundred thousand
dollars ($100,000), your option(s) or portions thereof that exceed such limit (according to the order in which they were granted)
shall be treated as Nonstatutory Stock Options.


 


4.           Method
of Payment. Payment of the exercise price is due in full upon exercise of all or any part of your option. You may elect
to make payment of the exercise price in cash or by check or in any other manner permitted by your Grant Notice,
which may include one or more of the following:


 


a.           In
the Company’s sole discretion at the time your option is exercised and provided that at the time of exercise the Common
Stock is publicly traded and quoted regularly in The Wall Street Journal, pursuant to a program developed under Regulation
T as promulgated by the Federal Reserve Board that, prior to the issuance of Common Stock, results in either the receipt of cash
(or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the
sales proceeds.


 




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b.           Provided
that at the time of exercise the Common Stock is publicly traded and quoted regularly in The Wall Street Journal, by delivery
of already-owned shares of Common Stock either that you have held for the period required to avoid a charge to the Company’s
reported earnings (generally six (6) months) or that you did not acquire, directly or indirectly from the Company, that are owned
free and clear of any liens, claims, encumbrances or security interests, and that are valued at Fair Market Value on the date
of exercise. “Delivery” for these purposes, in the sole discretion of the Company at the time you exercise your option,
shall include delivery to the Company of your attestation of ownership of such shares of Common Stock in a form approved by the
Company. Notwithstanding the foregoing, you may not exercise your option by tender to the Company of Common Stock to the extent
such tender would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s
stock.


 


c.           Pursuant
to the following deferred payment alternative:


 


1)           Not
less than one hundred percent (100%) of the aggregate exercise price, plus accrued interest, shall be due four (4) years from
date of exercise or, at the Company’s election, upon termination of your Continuous Service.


 


2)           Interest
shall be compounded at least annually and shall be charged at the minimum rate of interest necessary to avoid (1) the treatment
as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred
payment arrangement and (2) the treatment of the Option as a variable award for financial accounting purposes.


 


3)           At
any time that the Company is incorporated in Delaware, payment of the Common Stock’s “par value,” as defined
in the Delaware General Corporation Law, shall be made in cash and not by deferred payment.


 


4)           In
order to elect the deferred payment alternative, you must, as a part of your written notice of exercise, give notice of the election
of this payment alternative and, in order to secure the payment of the deferred exercise price to the Company hereunder, if the
Company so requests, you must tender to the Company a promissory note and a pledge agreement covering the purchased shares of
Common Stock, both in form and substance satisfactory to the Company, or such other or additional documentation as the Company
may request.


 


5.           Whole
Shares. You may exercise your option only for whole shares of Common Stock.


 


6.           Securities
Law Compliance. Notwithstanding anything to the contrary contained herein, you may not exercise your option unless
the shares of Common Stock issuable upon such exercise are then registered under the Securities Act or, if such shares of Common
Stock are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration
requirements of the Securities Act. The exercise of your option also must comply with other applicable laws and regulations governing
your option, and you may not exercise your option if the Company determines that such exercise would not be in material compliance
with such laws and regulations.


 




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7.           Term.
You may not exercise your option before the commencement or after the expiration of its term. 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
(3) months after the termination of your Continuous Service for any reason other than Cause or your Disability or death, provided
that if during any part of such three (3) month period your option is not exercisable solely because of the condition set forth
in Section 6, your option shall not expire until the earlier of the Expiration Date or until it shall have been exercisable for
an aggregate period of three (3) months after the termination of your Continuous Service;


 


c.           twelve
(12) months after the termination of your Continuous Service due to your Disability;


 


d.           eighteen
(18) months after your death if you die either during your Continuous Service or within three (3) months after your Continuous
Service terminates;


 


e.           the
Expiration Date indicated in your Grant Notice; or


 


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


 


If your option is an Incentive Stock Option,
note that 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 (3) 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. The Company
has provided for extended exercisability of your option under certain circumstances for your benefit but cannot guarantee that
your option will necessarily be treated as an Incentive Stock Option if you continue to provide services to the Company or an
Affiliate as a Consultant or Director after your employment terminates or if you otherwise exercise your option more than three
(3) months after the date your employment with the Company or an Affiliate terminates.


 


8.           Exercise.


 


a.           You
may exercise the vested portion of your option (and the unvested portion of your option if your Grant Notice so permits) during
its term by delivering a Notice of Exercise (in a form designated by the Company) together with the exercise price to the Secretary
of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional
documents as the Company may then require.


 




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b.           By
exercising your option you agree that, as a condition to any exercise of your option, the Company may require you to enter into
an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason
of (1) the exercise of your option, (2) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are
subject at the time of exercise, or (3) the disposition of shares of Common Stock acquired upon such exercise.


 


c.           If
your option is an Incentive Stock Option, by exercising your option you agree that you will notify the Company in writing within
fifteen (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 (2) years after the date of your option grant or within one (1) year after such shares of Common Stock
are transferred upon exercise of your option.


 


d.           By
exercising your option you agree that you shall 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 time specified by the managing underwriter(s)
(not to exceed one hundred eighty (180) days) following the effective date of a registration statement of the Company filed under
the Securities Act (the “Lock Up Period”); provided, however, that nothing contained in this section shall
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 and/or the underwriter(s) 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. The underwriters
of the Company’s stock are intended third party beneficiaries of this Section 8(d) and shall have the right, power and authority
to enforce the provisions hereof as though they were a party hereto.


 


9.           Transferability.
Your option is not transferable, and is exercisable during your life only by you, except by will or by the laws of
descent and distribution or as otherwise provided in this Section 9 (notwithstanding Section 6(e) and 6(f) of the Plan).


 


a.           Certain
Trusts. Upon receiving written permission from the Board or its duly authorized designee, you may transfer your option to
a trust if you are considered to be the sole beneficial owner (determined under Section 671 of the Code and applicable state law)
while the option is held in the trust, provided that you and the trustee enter into transfer and other applicable agreements required
by the Company.


 


b.           Domestic
Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and provided that you
and the designated transferee enter into transfer and other applicable agreements required by the Company, you may transfer your
option pursuant to a domestic relations order that contains the information required by the Company to effectuate the transfer.
You are encouraged to discuss the proposed terms of any division of this option with the Company prior to finalizing the domestic
relations order to help ensure the required information is contained within the domestic relations order. If this option is an
Incentive Stock Option, this option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.


 




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c.           Other
Approved Transfers. If this option is a Nonstatutory Stock Option, upon receiving written permission from the Board or its
duly authorized designee, and provided that you and the designated transferee enter into transfer and other applicable agreements
required by the Company, you may transfer your option to such further extent as permitted by Rule 701 of the Securities Act (or
any successor provision thereto) and as permitted by any other applicable law.


 


d.           Beneficiary
Designation. Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written
notice to the Company, in a form provided by or otherwise satisfactory to the Company (and, if applicable, any broker designated
by the Company to effect option exercises), designate a third party who, in the event of your death, shall thereafter be entitled
to exercise this option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such
a designation, your executor or administrator of your estate shall be entitled to exercise this option and receive, on behalf
of your estate, the Common Stock or other consideration resulting from such exercise.


 


10.          Right
of First Refusal. Shares of Common Stock that you acquire upon exercise of your option are subject to any right of
first refusal that may be described in the Company’s bylaws in effect at such time the Company elects to exercise its right,
or in any other agreement entered into between you and the Company; provided, however, that if your option is an Incentive
Stock Option and the right of first refusal described in the Company’s bylaws in effect at the time the Company elects to
exercise its right is more beneficial to you than the right of first refusal described in the Company’s bylaws on the Date
of Grant, then the right of first refusal described in the Company’s bylaws on the Date of Grant shall apply.


 


11.          Right
of Repurchase. To the extent provided in the Company’s bylaws in effect at such time the Company elects to exercise
its right, or any other agreement entered into between you and the Company, the Company shall have the right to repurchase all
or any part of the shares of Common Stock you acquire pursuant to the exercise of your option.


 


12.          Option
not a Service Contract. Your option is not an employment or service contract, and nothing in your option shall be deemed
to create in any way whatsoever any obligation on your part to continue in the employ of the Company or an Affiliate, or of the
Company or an Affiliate to continue your employment. In addition, nothing in your option shall obligate the Company or an Affiliate,
their respective stockholders, Boards of Directors, Officers or Employees to continue any relationship that you might have as
a Director or Consultant for the Company or an Affiliate.


 


13.          Withholding
Obligations.


 


a.           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 of the Company or an Affiliate, if any, which arise in connection with the exercise of your option.


 




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b.           Upon
your request and subject to approval by the Company, in its sole discretion, and compliance with any applicable legal conditions
or restrictions, the Company may withhold from fully vested shares of Common Stock otherwise issuable to you upon the exercise
of your option a number of whole shares of Common Stock having a Fair Market Value, determined by the Company as of the date of
exercise, not in excess of the minimum amount of tax required to be withheld by law (or such lower amount as may be necessary
to avoid variable award accounting). If the date of determination of any tax withholding obligation is deferred to a date later
than the date of exercise of your option, share withholding pursuant to the preceding sentence shall not be permitted unless you
make a proper and timely election under Section 83(b) of the Code, covering the aggregate number of shares of Common Stock acquired
upon such exercise with respect to which such determination is otherwise deferred, to accelerate the determination of such tax
withholding obligation to the date of exercise of your option. Notwithstanding the filing of such election, shares of Common Stock
shall be withheld solely from fully vested shares of Common Stock determined as of the date of exercise of your option that are
otherwise issuable to you upon such exercise. Any adverse consequences to you arising in connection with such share withholding
procedure shall be your sole responsibility.


 


c.           You
may not exercise your option unless the tax withholding obligations of the Company and/or any Affiliate are satisfied. Accordingly,
you may not be able to exercise your option when desired even though your option is vested, and the Company shall have no obligation
to issue a certificate for such shares of Common Stock or release such shares of Common Stock from any escrow provided for herein
unless such obligations are satisfied.


 


14.          Notices.
Any notices provided for in your option or the Plan shall be given in writing and shall be deemed effectively given
upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States
mail, postage prepaid, addressed to you at the last address you provided to the Company.


 


15.          Governing
Plan Document. Your option is subject to all the provisions of the Plan, the provisions of which are hereby made a
part of your option, and is further subject to all interpretations, amendments, rules and regulations, which may from time to
time be promulgated and adopted pursuant to the Plan. Except as explicitly provided herein, in the event of any conflict between
the provisions of your option and those of the Plan, the provisions of the Plan shall control.


 




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Chimerix, Inc.


2002 Equity Incentive Plan


Notice
of Exercise


 







Chimerix, Inc.


2505 Meridian Parkway, Suite 340


Durham, NC 27713 


Date of Exercise: _______________


 


Ladies and Gentlemen:


 


This constitutes notice under my Option
that I elect to purchase the number of shares for the price set forth below.


 


	Type of Option (check one):	 	Incentive  ̈	 	Nonstatutory  ̈
	 	 	 	 	 
	Option dated:	 	_______________	 	 
	 	 	 	 	 
	Number of shares as to which Option is exercised:	 	_______________	 	 
	 	 	 	 	 
	Certificates to be issued in name of:	 	_______________	 	 
	 	 	 	 	 
	Total exercise price:	 	$______________	 	 
	 	 	 	 	 
	Cash payment delivered herewith:	 	$______________	 	 


 


By this exercise, I agree (i) to
provide such additional documents as you may require pursuant to the terms of the 2002 Equity Incentive Plan, (ii) to provide
for the payment by me to you (in the manner designated by you) of your withholding obligation, if any, relating to the exercise
of this option, and (iii) if this exercise relates to an Incentive Stock Option, to notify you in writing within fifteen
(15) days after the date of any disposition of any of the shares of Common Stock issued upon exercise of this Option that occurs
within two (2) years after the date of grant of this Option or within one (1) year after such shares of Common Stock are issued
upon exercise of this Option.


 


I hereby make the following certifications
and representations with respect to the number of shares of Common Stock of the Company listed above (the “Shares”),
which are being acquired by me for my own account upon exercise of this Option as set forth above:


 




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I acknowledge that the Shares have not
been registered under the Securities Act of 1933, as amended (the “Securities Act”), and are deemed to constitute
“restricted securities” under Rule 701 and Rule 144 promulgated under the Securities Act. I warrant and represent
to the Company that I have no present intention of distributing or selling such Shares, except as permitted under the Securities
Act and any applicable state securities laws.


 


I further acknowledge that I will not
be able to resell the Shares under Rule 701 for at least ninety (90) days after the stock of the Company becomes publicly traded
(i.e., subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934) and that
more restrictive conditions apply to affiliates of the Company under Rule 144.


 


I further acknowledge that all certificates
representing any of the Shares subject to the provisions of the Option shall have endorsed thereon appropriate legends reflecting
the foregoing limitations, as well as any legends reflecting restrictions pursuant to the Company’s Certificate of Incorporation,
Bylaws and/or applicable securities laws.


 


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 or other securities of the Company held by me, for a period of time specified by the underwriter(s) (not to exceed
one hundred eighty (180) days) following the effective date of the registration statement of the Company filed under the Securities
Act (the “Lock Up Period”); provided, however, that nothing contained in this section shall prevent the exercise
of a repurchase option, if any, in favor of the Company during the Lock Up Period. I further agree to execute and deliver such
other agreements as may be reasonably requested by the Company and/or the underwriter(s) 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 such Shares or other securities until the end of such period.


 


	 	Very truly yours,
	 	 
	 	 


 




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Chimerix, Inc.


2002 Equity Incentive Plan


Stock Option Grant Notice








 


Chimerix,
Inc. (the “Company”), pursuant to its 2002 Equity Incentive Plan (the “Plan”), hereby grants
to Optionholder an option to purchase the number of shares of the Company’s Common Stock set forth below. This Option is
subject to all of the terms and conditions set forth herein and in the Stock Option Agreement, the Plan and the Notice of Exercise,
each of which is attached hereto and incorporated herein in its entirety.


 


	Optionholder:		
	Date of Grant:		
	Vesting Commencement Date:		
	Number of Shares Subject to Option:		
	Exercise Price per Share:		
	Total Exercise Price:		
	Expiration Date:		


 


 


	Type of Grant:	 ̈	Incentive Stock Option1	 ̈	Nonstatutory Stock Option
	 	 	 	 	 
	Exercise Schedule:	 ̈	Same as Vesting Schedule 	 ̈	Early Exercise Permitted


 


	Vesting Schedule:	[1/4th of the
    shares vest one year after the Vesting Commencement Date.
	 	The remainder of the shares vest in equal monthly installments
    thereafter over the next three years.]


 


	Payment:	By one or a combination of the following items (described
    in the Stock Option Agreement):
	 	 
	 	 ̈    By
    cash or check
	 	 ̈    Pursuant
    to a Regulation T Program if the Shares are publicly traded
		 ̈    By
    delivery of already-owned shares if the Shares are publicly traded
	 	[ ̈   By
deferred payment]
	 	 





Additional Terms/Acknowledgements:
The undersigned Optionholder acknowledges receipt of, and understands and agrees to, this Grant Notice, the Stock Option Agreement
and the Plan. Optionholder further acknowledges that as of the Date of Grant, this Grant Notice, the Stock Option Agreement and
the Plan set forth the entire understanding between Optionholder and the Company regarding the acquisition of stock in the Company
and supersede all prior oral and written agreements on that subject with the exception of (i) Stock Awards previously granted
and delivered to Optionholder under the Plan, and (ii) the following agreements only:


 


	Other
    Agreements:	 
	 	 
	 	 
	Chimerix,
    Inc.	Optionholder:


 





	By:	 	 	 
	 	Signature	 	Signature
	 	 	 	 	 
	Title:	 	 	Date:	 
	 	 	 	 	 
	Date:	 	 	 	 


 


Attachments:
(I) Stock Option Agreement, (II) 2002 Equity Incentive Plan and (III) Notice of Exercise


 





 






1           If this is an Incentive
Stock Option, it (plus other outstanding Incentive Stock Options) 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 treated as a Nonstatutory Stock Option.


 




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