Exhibit 10.4


Chimerix,
Inc.


 


2013
Equity Incentive Plan


 


Adopted
by the Board of Directors: February 21, 2013


Approved
by the Stockholders: _________, 2013


 IPO
Date/Effective Date: _________, 2013


 


1.          General.


 


(a)          Successor
to and Continuation of Prior Plan. The Plan is intended as the successor to and continuation of the Chimerix, Inc. 2012
Equity Incentive Plan, as amended (the “Prior Plan”) which was the successor to and continuation of
the Chimerix, Inc. 2002 Equity Incentive Plan. From and after 12:01 a.m. Pacific time on the Effective Date, no additional stock
awards will be granted under the Prior Plan. All Awards granted on or after 12:01 a.m. Pacific Time on the Effective Date
will be granted under this Plan. All stock awards granted under the Prior Plan will remain subject to the terms of the Prior
Plan.


 


(i)          Any
shares that would otherwise remain available for future grants under the Prior Plan as of 12:01 a.m. Pacific Time on the Effective
Date (the “Prior Plan’s Available Reserve”) will cease to be available under the Prior Plan at
such time. Instead, that number of shares of Common Stock equal to the Prior Plan’s Available Reserve will be added to the
Share Reserve (as further described in Section 3(a) below) and be then immediately available for grants and issuance pursuant to
Stock Awards hereunder, up to the maximum number set forth in Section 3(a) below.


 


(ii)         In
addition, from and after 12:01 a.m. Pacific time on the Effective Date, with respect to the aggregate number of shares
subject, at such time, to outstanding stock awards granted under the Prior Plan or under the Chimerix, Inc. 2002
Equity Incentive Plan that (i) expire or terminate for any reason prior to exercise or
settlement; (ii) are forfeited because of the failure to meet a contingency or condition required to vest such shares or
otherwise return to the Company; or (iii) are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in
connection with an award or to satisfy the purchase price or exercise price of a stock award (such shares the
“Returning Shares”) will immediately be added to the Share Reserve (as further described in Section
3(a) below) as and when such a share becomes a Returning Share, up to the maximum number set forth in Section 3(a) below.


 


(b)          Eligible
Award Recipients. Employees, Directors and Consultants are eligible to receive Awards.


 


(c)          Available
Awards. The Plan provides for the grant of the following Awards: (i) Incentive Stock Options,
(ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards,
(vi) Performance Stock Awards, (vii) Performance Cash Awards, and (viii) Other Stock Awards.


 




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(d)          Purpose.
This Plan, through the granting of Awards, is intended to help the Company secure and retain the services of eligible award recipients,
provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate, and provide a means
by which the eligible recipients may benefit from increases in value of the Common Stock.


 


2.          Administration.


 


(a)          Administration
by Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees,
as provided in Section 2(c).


 


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


 


(i)          To
determine: (A) who will be granted Awards; (B) when and how each Award will be granted; (C) what type of Award will be granted;
(D) the provisions of each Award (which need not be identical), including when a person will be permitted to exercise or otherwise
receive cash or Common Stock under the Award; (E) the number of shares of Common Stock subject to, or the cash value of, an Award;
and (F) the Fair Market Value applicable to a Stock Award.


 


(ii)         To
construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for administration
of the Plan and Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan
or in any Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it will deem necessary
or expedient to make the Plan or Award fully effective.


 


(iii)        To
settle all controversies regarding the Plan and Awards granted under it.


 


(iv)        To
accelerate, in whole or in part, the time at which an Award may be exercised or vest (or at which cash or shares of Common Stock
may be issued).


 


(v)         To
suspend or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or termination
of the Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her
written consent except as provided in subsection (viii) below.


 


(vi)        To
amend the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments
relating to Incentive Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to
bring the Plan or Awards granted under the Plan compliant with the requirements for Incentive
Stock Options or exempt from or compliant with the requirements for nonqualified deferred compensation under Section 409A of
the Code, subject to the limitations, if any, of applicable law. If required by applicable law or listing
requirements, and except as provided in Section 9(a) relating to Capitalization Adjustments, the Company will seek
stockholder approval of any amendment of the Plan that (A) materially increases the number of shares of Common Stock
available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Awards under the
Plan, (C) materially increases the benefits accruing to Participants under the Plan, (D) materially reduces the price at
which shares of Common Stock may be issued or purchased under the Plan, (E) materially extends the term of the Plan, or (F)
materially expands the types of Awards available for issuance under the Plan. Except as otherwise provided in the Plan or an
Award Agreement, no amendment of the Plan will materially impair a Participant’s rights under an outstanding Award
without the Participant’s written consent.


 




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(vii)       To
submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy
the requirements of (A) Section 162(m) of the Code regarding the exclusion of performance-based compensation from the limit on
corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding “incentive stock
options” or (C) Rule 16b-3.


 


(viii)      To
approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited
to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any
specified limits in the Plan that are not subject to Board discretion; provided however, that a Participant’s rights
under any Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant,
and (B) such Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be
deemed to have been impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as
a whole, does not materially impair the Participant’s rights, and (2) subject to the limitations of applicable law, if any,
the Board may amend the terms of any one or more Awards without the affected Participant’s consent (A) to maintain the
qualified status of the Award as an Incentive Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive
Stock Option, if such change results in impairment of the Award solely because it impairs the qualified status of the Award as
an Incentive Stock Option under Section 422 of the Code; (C) to clarify the manner of exemption from, or to bring the Award
into compliance with, Section 409A of the Code; or (D) to comply with other applicable laws or listing requirements.


 


(ix)         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 or Awards.


 


(x)          To
adopt such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors
or Consultants who are foreign nationals or employed outside the United States (provided that Board approval will not be necessary
for immaterial modifications to the Plan or any Award Agreement that are required for compliance with the laws of the relevant
foreign jurisdiction).


 




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(xi)         To
effect, with the consent of any adversely affected Participant, (A) the reduction of the exercise, purchase or strike price of
any outstanding Stock Award; (B) the cancellation of any outstanding Stock Award and the grant in substitution therefor of a new
(1) Option or SAR, (2) Restricted Stock Award, (3) Restricted Stock Unit Award, (4) Other Stock Award,
(5) cash award and/or (6) award of other valuable consideration determined by the Board, in its sole discretion, with any such
substituted award (x) covering the same or a different number of shares of Common Stock as the cancelled Stock Award and
(y) granted under the Plan or another equity or compensatory plan of the Company; or (C) any
other action that is treated as a repricing under generally accepted accounting principles.


 


(c)          Delegation
to Committee.


 


(i)          General.
The Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan
is delegated to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore
possessed by the Board that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee
any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter
be to the Committee or subcommittee, as applicable). Any delegation of administrative powers will be reflected in resolutions,
not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Board
may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some
or all of the powers previously delegated.


 


(ii)         Section
162(m) and Rule 16b-3 Compliance. The Committee may consist solely of two or more Outside
Directors, in accordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule
16b-3.


 


(d)          Delegation
to an Officer. The Board may delegate to one (1) or more Officers the authority to do one or both of the following (i) designate
Employees who are not Officers to be recipients of Options and SARs (and, to the extent permitted by applicable law, other Stock
Awards) and, to the extent permitted by applicable law, the terms of such Awards, and (ii) determine the number of shares of Common
Stock to be subject to such Stock Awards granted to such Employees; provided, however, that the Board resolutions
regarding such delegation will specify the total number of shares of Common Stock that may be subject to the Stock Awards granted
by such Officer and that such Officer may not grant a Stock Award to himself or herself. Any such Stock Awards will be granted
on the form of Stock Award Agreement most recently approved for use by the Committee or the Board, unless otherwise provided in
the resolutions approving the delegation authority. The Board may not delegate authority to an Officer who is acting solely in
the capacity of an Officer (and not also as a Director) to determine the Fair Market Value pursuant to Section 13(x)(iii)


below.


 


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


 




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3.          Shares
Subject to the Plan.


 


(a)          Share
Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, and the following sentence regarding the annual
increase, the aggregate number of shares of Common Stock that may be issued pursuant to Stock Awards will not exceed  ________
shares (the “Share Reserve”), which number is the sum of (i) 5,000,000 shares, plus (ii) the
number of shares subject to the Prior Plan’s Available Reserve, plus (iii) the number of shares that are
Returning Shares, as such shares become available from time to time. In addition, the Share Reserve will automatically
increase on January 1st of each year, for a period of not more than ten years, commencing on January
1st of the year following the year in which the IPO Date occurs and ending on (and including) January 1, 2023, in
an amount equal to 2.5% of the total number of shares of Capital Stock outstanding on December 31st of the
preceding calendar year. Notwithstanding the foregoing, the Board may act prior to January 1st of a given year to
provide that there will be no January 1st increase in the Share Reserve for such year or that the increase in the
Share Reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the
preceding sentence. For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of Common
Stock that may be issued pursuant to the Plan. Accordingly, this Section 3(a) does not limit the granting of Stock Awards
except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ
Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company Guide Section 711 or other
applicable rule, and such issuance will not reduce the number of shares available for issuance under the Plan.


 


(b)          Reversion
of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all of
the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash
rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common
Stock that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited
back to or repurchased by the Company because of the failure to meet a contingency or condition required to vest such shares in
the Participant, then the shares that are forfeited or repurchased will revert to and again become available for issuance under
the Plan. Any shares reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration
for the exercise or purchase price of a Stock Award will again become available for issuance under the Plan.


 


(c)          Incentive
Stock Option Limit. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, the aggregate
maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be
10,000,000 shares of Common Stock.


 


(d)          Section
162(m) Limitations. Subject to the provisions of Section 9(a) relating to Capitalization Adjustments, at such time as the
Company may be subject to the applicable provisions of Section 162(m) of the Code, the following limitations shall apply.


 




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(i)          A
maximum of 2,500,000 shares of Common Stock subject to Options, SARs and Other Stock Awards whose value is determined by reference
to an increase over an exercise or strike price of at least 100% of the Fair Market Value on the date the Stock Award is granted
may be granted to any one Participant during any one calendar year. Notwithstanding the foregoing, if any additional Options, SARs
or Other Stock Awards whose value is determined by reference to an increase over an exercise or strike price of at least one hundred
percent (100%) of the Fair Market Value on the date the Stock Award are granted to any Participant during any calendar year, compensation
attributable to the exercise of such additional Stock Awards will not satisfy the requirements to be considered “qualified
performance-based compensation” under Section 162(m) of the Code unless such additional Stock Award is approved by the Company’s
stockholders.


 


(ii)         
A maximum of 2,500,000 shares of Common Stock subject to Performance Stock Awards may be granted to any one Participant during
any one calendar year (whether the grant, vesting or exercise is contingent upon the attainment during the Performance Period of
the Performance Goals).


 


(iii)        
A maximum of $5,000,000 may be granted as a Performance Cash Award to any one Participant during any one calendar year.


 


(e)          Source
of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including
shares repurchased by the Company on the open market or otherwise.


 


4.          Eligibility.


 


(a)          Eligibility
for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent corporation”
or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock Awards
other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stock
Awards may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent”
of the Company, as such term is defined in Rule 405 of the Securities Act, unless (i) the stock underlying such Stock Awards
is treated as “service recipient stock” under Section 409A of the Code (for example, because the Stock Awards
are granted pursuant to a corporate transaction such as a spin off transaction), (ii) the Company, in consultation with its legal
counsel, has determined that such Stock Awards are otherwise exempt from Section 409A of the Code, or (iii) the Company, in consultation
with its legal counsel, has determined that such Stock Awards comply with the distribution requirements of Section 409A of
the Code.


 


(b)          Ten
Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise price of
such Option is at least 110% of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration
of five years from the date of grant.


 




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5.          Provisions
Relating to Options and Stock Appreciation Rights.


 


Each Option or SAR
will be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will 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 will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option
is not specifically designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some
portion or all of the Option fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion
thereof) will be a Nonstatutory Stock Option. The provisions of separate Options or SARs need not be identical; provided, however,
that each Award Agreement will conform to (through incorporation of provisions hereof by reference in the applicable Award Agreement
or otherwise) the substance of each of the following provisions:


 


(a)          Term. Subject
to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after
the expiration of ten years from the date of its grant or such shorter period specified in the Award Agreement.


 


(b)          Exercise
Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of each
Option or SAR will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the
date the Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price
lower than 100% of the Fair Market Value of the Common Stock subject to the Award if such Award is granted pursuant to an
assumption of or substitution for another option or stock appreciation right pursuant to a Corporate Transaction and in a
manner consistent with the provisions of Section 409A and, if applicable, Section 424(a) of the Code. Each
SAR will be denominated in shares of Common Stock equivalents.


 


(c)          Purchase
Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent
permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment
set forth below. The Board will have the authority to grant Options that do not permit all of the following methods of payment
(or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to use
a particular method of payment. The permitted methods of payment are as follows:


 


(i)          by
cash, check, bank draft or money order payable to the Company;


 


(ii)         pursuant
to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance of the stock
subject to the Option, 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;


 


(iii)        by
delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;


 


(iv)        if
an Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce
the number of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that
does not exceed the aggregate exercise price; provided, however, that the Company will accept a cash or other payment from
the Participant to the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number
of whole shares to be issued. Shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter
to the extent that (A) shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,”
(B) shares are delivered to the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding
obligations; or


 




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(v)         in
any other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Agreement.


 


(d)          Exercise
and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company
in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such SAR. The appreciation distribution
payable on the exercise of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value
(on the date of the exercise of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents
in which the Participant is vested under such SAR, and with respect to which the Participant is exercising the SAR on such date,
over (B) the aggregate strike price of the number of Common
Stock equivalents with respect to which the Participant is exercising the SAR on such date. The appreciation distribution
may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the
Board and contained in the Award Agreement evidencing such SAR.


 


(e)          Transferability
of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs
as the Board will determine. In the absence of such a determination by the Board to the contrary, the following restrictions on
the transferability of Options and SARs will apply:


 


(i)          Restrictions
on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (or pursuant
to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant. The
Board may permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except
as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration.


 


(ii)         Domestic
Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant
to the terms of a domestic relations order, official marital settlement agreement or other divorce
or separation instrument as permitted by Treasury Regulations Section 1.421-1(b)(2). If an Option is an Incentive Stock
Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer.


 


(iii)        Beneficiary
Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice
to the Company, in a form approved by the Company (or the designated broker), designate a third party who, on the death of the
Participant, will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting
from such exercise. In the absence of such a designation, the executor or administrator of the Participant’s estate will
be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However,
the Company may prohibit designation of a beneficiary at any time, including due to any conclusion by the Company that such designation
would be inconsistent with the provisions of applicable laws.


 




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(f)          Vesting
Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and become exercisable in
periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on
the time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other
criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of
this Section 5(f) are subject to any Option or SAR provisions governing the minimum number of shares of Common Stock as to
which an Option or SAR may be exercised.


 


(g)          Termination
of Continuous Service. Except as otherwise provided in the applicable Award Agreement or
other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates (other than for
Cause and other than upon the Participant’s death or Disability), the Participant may exercise his or her Option or SAR (to
the extent that the Participant was entitled to exercise such Award as of the date of termination of Continuous Service) within
the period of time ending on the earlier of (i) the date three months following the termination of the Participant’s Continuous
Service (or such longer or shorter period specified in the applicable Award Agreement),
and (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous
Service, the Participant does not exercise his or her Option or SAR (as applicable) within the applicable time frame, the Option
or SAR will terminate.


 


(h)          Extension
of Termination Date. If the exercise of an Option or SAR following the termination of the
Participant’s Continuous Service (other than for Cause and other than upon the Participant’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 or SAR will terminate on the earlier of (i) the expiration of a total period of time (that
need not be consecutive) equal to the applicable post termination exercise period after the termination of the Participant’s
Continuous Service during which the exercise of the Option or SAR would not be in violation of such registration requirements,
and (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement. In addition, unless otherwise
provided in a Participant’s Award Agreement, if the sale of any Common Stock received on exercise of an Option or SAR following
the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider
trading policy, then the Option or SAR will terminate on the earlier of (i) the expiration of a period of months (that need not
be consecutive) equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous
Service during which the sale of the Common Stock received upon exercise of the Option or SAR would not be in violation of the
Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable
Award Agreement.


 




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(i)          Disability
of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement
between the Participant and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s
Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise
such Option or SAR as of the date of termination of Continuous Service), but only within such period of time ending on the earlier
of (i) the date 12 months following such termination of Continuous Service (or such longer
or shorter period specified in the Award Agreement), and (ii) the expiration of the term of the
Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise
his or her Option or SAR within the applicable time frame, the Option or SAR (as applicable) will terminate.


 


(j)          Death
of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement
between the Participant and the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s
death, or (ii) the Participant dies within the period (if any) specified in the Award Agreement for exercisability after the termination
of the Participant’s Continuous Service for a reason other than death, then the Option or SAR may be exercised (to the extent
the Participant was entitled to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person
who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option
or SAR upon the Participant’s death, but only within the period ending on the earlier of (i) the date 18 months following
the date of death (or such longer or shorter period specified in the Award Agreement),
and (ii) the expiration of the term of such Option or SAR as set forth in the Award Agreement. If, after
the Participant’s death, the Option or SAR is not exercised within the applicable time frame, the Option or SAR will terminate.


 


(k)          Termination
for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement
or other individual written agreement between the Company or any Affiliate and the Participant,
if a Participant’s Continuous Service is terminated for Cause, the Option or SAR will terminate immediately upon such Participant’s
termination of Continuous Service, and the Participant will be prohibited from exercising his or her Option or SAR from and after
the date of such termination of Continuous Service.


 


(l)          Non-Exempt
Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards
Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six (6)
months following the date of grant of the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions
of the Worker Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction
in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s
retirement (as such term may be defined in the Participant’s Award Agreement in another agreement between the Participant
and the Company, or, if no such definition, in accordance with the Company's then current employment policies and guidelines),
the vested portion of any Options and SARs may be exercised earlier than six months following the date of grant. The foregoing
provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting
of an Option or SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance
with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise,
vesting or issuance of any shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the
provisions of this Section 5(l) will apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.


 




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6.          Provisions
of Stock Awards other than Options and SARs.


 


(a)          Restricted
Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the
Board will deem appropriate. To the extent consistent with the Company’s bylaws, at the
Board’s election, shares of Common Stock may be (x) held in book entry form subject to the Company’s instructions until
any restrictions relating to the Restricted Stock Award lapse; or (y) evidenced by a certificate, which certificate will be
held in such form and manner as determined by the Board. The terms and conditions of Restricted Stock Award Agreements may change
from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical. Each Restricted
Stock Award Agreement will conform to (through incorporation of the provisions hereof by reference in the agreement or otherwise)
the substance of each of the following provisions:


 


(i)          Consideration.
A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company,
(B) past services to the Company or an Affiliate, or (C) any other form of legal consideration (including future services) that
may be acceptable to the Board, in its sole discretion, and permissible under applicable law.


 


(ii)         Vesting.
Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance
with a vesting schedule to be determined by the Board.


 


(iii)        Termination
of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company may receive
through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant as of the
date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.


 


(iv)        Transferability.
Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant only
upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole
discretion, so long as Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted
Stock Award Agreement.


 


(v)         Dividends.
A Restricted Stock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting
and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate.


 




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(b)          Restricted
Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will
contain such terms and conditions as the Board will deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements
may change from time to time, and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical.
Each Restricted Stock Unit Award Agreement will conform to (through incorporation of the provisions hereof by reference in the
Agreement or otherwise) the substance of each of the following provisions:


 


(i)          Consideration.
At the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant
upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by
the Participant for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration
that may be acceptable to the Board, in its sole discretion, and permissible under applicable law.


 


(ii)         Vesting.
At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions
on or conditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate.


 


(iii)        Payment.
A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination
thereof or in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.


 


(iv)        Additional
Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it
deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash
equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of such Restricted Stock Unit Award.


 


(v)         Dividend
Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered
by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the
sole discretion of the Board, such dividend equivalents may be converted into additional shares of Common Stock covered by the
Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit
Award credited by reason of such dividend equivalents will be subject to all of the same terms and conditions of the underlying
Restricted Stock Unit Award Agreement to which they relate.


 


(vi)        Termination
of Participant’s Continuous Service. Except as otherwise provided in the applicable
Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon
the Participant’s termination of Continuous Service.


 




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(c)          Performance
Awards.


 


(i)          Performance
Stock Awards. A Performance Stock Award is a Stock Award (covering a number of shares not in excess of that set forth in Section
3(d) above) that is payable (including that may be granted, vest or be exercised) contingent upon the attainment during a Performance
Period of certain Performance Goals. A Performance Stock Award may, but need not, require the completion of a specified period
of Continuous Service. The length of any Performance Period, the Performance Goals to be achieved during the Performance Period,
and the measure of whether and to what degree such Performance Goals have been attained will be conclusively determined by the
Committee (or, if not required for compliance with Section 162(m) of the Code, the Board), in its sole discretion. In addition,
to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that cash may be used in
payment of Performance Stock Awards.


 


(ii)         Performance
Cash Awards. A Performance Cash Award is a cash award (for a dollar value not in excess of that set forth in Section 3(d) above)
that is payable contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Cash Award
may also require the completion of a specified period of Continuous Service. At the time of grant of a Performance Cash Award,
the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether
and to what degree such Performance Goals have been attained will be conclusively determined by the Committee (or, if not required
for compliance with Section 162(m) of the Code, the Board), in its sole discretion. The Board may specify the form of payment of
Performance Cash Awards, which may be cash or other property, or may provide for a Participant to have the option for his or her
Performance Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or other property.


 


(iii)        Section
162(m) Compliance. Unless otherwise permitted in compliance with the requirements of Section 162(m) of the Code with respect
to an Award intended to qualify as “performance-based compensation” thereunder, the Committee will establish the Performance
Goals applicable to, and the formula for calculating the amount payable under, the Award no later than the earlier of (a) the date
90 days after the commencement of the applicable Performance Period, and (b) the date on which 25% of the Performance Period has
elapsed, and in any event at a time when the achievement of the applicable Performance Goals remains substantially uncertain. Prior
to the payment of any compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m)
of the Code, the Committee will certify the extent to which any Performance Goals and any other material terms under such Award
have been satisfied (other than in cases where such relate solely to the increase in the value of the Common Stock). Notwithstanding
satisfaction of any completion of any Performance Goals, the number of shares of Common Stock, Options, cash or other benefits
granted, issued, retainable and/or vested under an Award on account of satisfaction of such Performance Goals may be reduced by
the Committee on the basis of such further considerations as the Committee, in its sole discretion, will determine.


 


(d)          Other
Stock Awards. Other forms of Stock Awards valued in whole or in part by reference
to, or otherwise based on, Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise
price or strike price less than 100% of the Fair Market Value of the Common Stock at the time of grant) may be granted either
alone or in addition to Stock Awards provided for under Section 5 and the preceding provisions of this Section 6. Subject to the
provisions of the Plan, the Board will have sole and complete authority to determine the persons to whom and the time or times
at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be
granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards.


 




    	13.



    	 



    

 


7.          Covenants
of the Company.


 


(a)          Availability
of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy
then-outstanding Awards.


 


(b)          Securities
Law Compliance. The Company will 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 will 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 and at a
reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the
Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company will 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.
A Participant will not be eligible for the grant of an Award or the subsequent issuance of cash or Common Stock pursuant to the
Award if such grant or issuance would be in violation of any applicable securities law.


 


(c)          No
Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder
as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise
advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised.
The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.


 


8.          Miscellaneous.


 


(a)          Use
of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Awards will constitute
general funds of the Company.


 


(b)          Corporate
Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will
be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument,
certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event
that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action constituting the grant
contain terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement
or related grant documents as a result of a clerical error in the papering of the Award Agreement or related grant documents, the
corporate records will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement
or related grant documents.


 




    	14.



    	 



    

 


(c)          Stockholder
Rights. No Participant will 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 an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the
issuance of shares under, the Award pursuant to its terms, and (ii) the issuance of the Common Stock subject to such Award has
been entered into the books and records of the Company.


 


(d)          No
Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument
executed thereunder or in connection with any Award granted pursuant thereto will confer upon any Participant any right
to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or will 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.


 


(e)          Change
in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services
for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company
and the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence)
after the date of grant of any Award to the Participant, the Board has the right in its sole discretion to (x) make a corresponding
reduction in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable
after the date of such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting
or payment schedule applicable to such Award. In the event of any such reduction, the Participant will have no right with respect
to any portion of the Award that is so reduced.


 


(f)          Incentive
Stock Option Limitations. 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 any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not
comply with the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the
order in which they were granted) or otherwise do not comply with the rules will be treated as Nonstatutory Stock Options, notwithstanding
any contrary provision of the applicable Option Agreement(s).


 




    	15.



    	 



    

 


(g)          Investment
Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any 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 Award; and (ii) to give written assurances satisfactory to the Company stating
that the Participant is acquiring Common Stock subject to the 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, will be inoperative if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under
the Award has been registered under a then currently effective registration statement under the Securities Act, or (B) 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.


 


(h)          Withholding
Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, in its sole
discretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means or
by a combination of such means: (i) causing the Participant to tender a cash payment; (ii)  withholding shares of Common
Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the 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 lesser amount as may be necessary to avoid classification of the Stock Award as a liability for financial accounting
purposes); (iii) withholding cash from an Award settled in cash; (iv) withholding payment from any amounts otherwise payable to
the Participant; or (v) by such other method as may be set forth in the Award Agreement.


 


(i)          Electronic
Delivery. Any reference herein to a “written” agreement or document will include any agreement or document delivered
electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted
on the Company’s intranet (or other shared electronic medium controlled by the Company to
which the Participant has access).


 


(j)          Deferrals.
To the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or
the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish
programs and procedures for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance
with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant
is still an employee or otherwise providing services to the Company. The Board is authorized to make deferrals of Awards and determine
when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s
termination of Continuous Service, and implement such other terms and conditions consistent with the provisions of the Plan and
in accordance with applicable law.


 




    	16.



    	 



    

 


(k)          Compliance
with Section 409A. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be interpreted
to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A of the
Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award granted
hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award will
incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and to the
extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the
Award Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise),
if the shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation”
under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution
or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code
without regard to alternative definitions thereunder) will be issued or paid before the date that is six months following the date
of such Participant’s “separation from service” or, if earlier, the date of the Participant’s death, unless
such distribution or payment can be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will
be paid in a lump sum on the day after such six month period elapses, with the balance paid thereafter on the original schedule.


 


(l)          Clawback/Recovery.
All Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required
to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities
are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.
In addition, the Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines
necessary or appropriate, including but not limited to a reacquisition right in respect of previously acquired shares of Common
Stock or other cash or property upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be
an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term)
under any agreement with the Company.


 


9.          Adjustments
upon Changes in Common Stock; Other Corporate Events.


 


(a)          Capitalization
Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the
class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number
of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), (iii) the class(es)
and maximum number of securities that may be awarded to any person pursuant to Sections 3(d), and (iv) the class(es) and number
of securities and price per share of stock subject to outstanding Stock Awards. The Board will make such adjustments, and its
determination will be final, binding and conclusive.


 


(b)          Dissolution
or Liquidation. Except as otherwise provided in the Stock Award Agreement, in the event of a dissolution or liquidation of
the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock
not subject to a forfeiture condition or the Company’s right of repurchase) will terminate immediately prior to the completion
of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject
to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock
Award is providing Continuous Service; provided, however, that the Board may, in its sole discretion, cause some or all
Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock
Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.


 




    	17.



    	 



    

 


(c)          Corporate
Transaction. The following provisions will apply to Stock Awards in the event of a Corporate Transaction unless otherwise provided
in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant
or unless otherwise expressly provided by the Board at the time of grant of a Stock Award. In the event of a Corporate Transaction,
then, notwithstanding any other provision of the Plan, the Board will take one or more of the following actions with respect to
Stock Awards, contingent upon the closing or completion of the Corporate Transaction:


 


(i)          arrange
for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume
or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award
to acquire the same consideration paid to the stockholders of the Company pursuant to the Corporate Transaction);


 


(ii)         arrange
for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to
the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent
company);


 


(iii)        accelerate
the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised) to
a date prior to the effective time of such Corporate Transaction as the Board will determine (or, if the Board will not determine
such a date, to the date that is five days prior to the effective date of the Corporate Transaction), with such Stock Award terminating
if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction;


 


(iv)        arrange
for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;


 


(v)         cancel
or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time of the
Corporate Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate;
and


 


(vi)        make
a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Participant
would have received upon the exercise of the Stock Award immediately prior to the effective time of the Corporate Transaction,
over (B) any exercise price payable by such holder in connection with such exercise.


 




    	18.



    	 



    

 


The Board need not
take the same action or actions with respect to all Stock Awards or portions thereof or with respect to all Participants. The
Board may take different actions with respect to the vested and unvested portions of a Stock Award.


 


(d)          Change
in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in
Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement
between the Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur.


 


10.         Plan
Term; Earlier Termination or Suspension of the Plan.


 


The Board may suspend
or terminate the Plan at any time. No Incentive Stock Options may be granted after the tenth anniversary of the earlier of (i)
the date the Plan is adopted by the Board (the “Adoption Date”), or (ii) the date the Plan is approved
by the stockholders of the Company. No Awards may be granted under the Plan while the Plan is suspended or after it is terminated.


 


11.         Existence
of the Plan; Timing of First Grant or Exercise.


 


The Plan will come
into existence on the Adoption Date; provided, however, no Award may be granted prior to the IPO Date (that is, the Effective
Date). In addition, no Stock Award will be exercised (or, in the case of a Restricted Stock Award, Restricted Stock Unit Award,
Performance Stock Award, or Other Stock Award, will be granted) and no Performance Cash Award will be settled unless and until
the Plan has been approved by the stockholders of the Company, which approval will be within 12 months after the date the Plan
is adopted by the Board.


 


12.         Choice
of Law.


 


The law of the State
of North Carolina will govern all questions concerning the construction, validity and interpretation of this Plan, without regard
to that state’s conflict of laws rules.


 


13.         Definitions.
As used in the Plan, the following definitions will apply to the capitalized terms indicated below:


 


(a)          “Affiliate”
means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined
in Rule 405 of the Securities Act. The Board will have the authority to determine the time or times at which “parent”
or “subsidiary” status is determined within the foregoing definition.


 


(b)          “Award”
means a Stock Award or a Performance Cash Award.


 


(c)          “Award
Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of
an Award.


 




    	19.



    	 



    

 


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


 


(e)          “Capital
Stock” means each and every class of common stock of the Company, regardless of the number of votes per share.


 


(f)          
“Capitalization Adjustment” means any change that is made in, or other events that occur with respect
to, the Common Stock subject to the Plan or subject to any Stock Award after the Adoption Date without the receipt of consideration
by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property
other than cash, large nonrecurring cash dividend, stock split, reverse stock split, liquidating dividend, combination of shares,
exchange of shares, change in corporate structure or any similar equity restructuring transaction, as that term is used in Statement
of Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any successor thereto). Notwithstanding
the foregoing, the conversion of any convertible securities of the Company will not be treated as a Capitalization Adjustment.


 


(g)          “Cause”
will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such
term and, in the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following
events: (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 of the Participant’s
Continuous Service is either for Cause or without Cause will be made by the Board or Committee, as applicable, in its sole and
exclusive judgment and discretion. Any determination by the Company that the Continuous Service of a Participant was terminated
with or without Cause for the purposes of outstanding Awards held by such Participant will have no effect upon any determination
of the rights or obligations of the Company or such Participant for any other purpose.


 


(h)          “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:


 




    	20.



    	 



    

 


(i)          any
Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined
voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.
Notwithstanding the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities
of the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate
thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions
the primary purpose of which is to obtain financing for the Company through the issuance of equity securities, (C) on account of
the acquisition of securities of the Company by any individual who is, on the IPO Date, either an executive officer or a Director
(either, an “IPO Investor”) and/or any entity in which an IPO Investor has a direct or indirect interest
(whether in the form of voting rights or participation in profits or capital contributions) of more than 50% (collectively, the
“IPO Entities” ) or on account of the IPO Entities continuing to hold shares that come to represent more
than 50% of the combined voting power of the Company’s then outstanding securities as a result of the conversion of any class
of the Company’s securities into another class of the Company’s securities having a different number of votes per share
pursuant to the conversion provisions set forth in the Company’s Amended and Restated Certificate of Incorporation; or (D)
solely because the level of Ownership held by any Exchange Act Person (the “Subject Person”) exceeds
the designated percentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting
securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for
the operation of this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition,
the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had
not occurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated
percentage threshold, then a Change in Control will be deemed to occur;


 


(ii)         there
is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after
the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto
do not Own, directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding
voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined
outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in
each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately
prior to such transaction; provided, however, that a merger, consolidation or similar transaction will not constitute a
Change in Control under this prong of the definition if the outstanding voting securities representing more than 50% of the combined
voting power of the surviving Entity or its parent are owned by the IPO Entities;


 


(iii)        there
is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of
the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated
assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting
securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding
voting securities of the Company immediately prior to such sale, lease, license or other disposition;
provided, however, that a sale, lease, exclusive license or other disposition of all or substantially all of the
consolidated assets of the Company and its Subsidiaries will not constitute a Change in Control under
this prong of the definition if the outstanding voting securities representing more than 50% of the combined voting power of the
acquiring Entity or its parent are owned by the IPO Entities; or


 




    	21.



    	 



    

 


(iv)        individuals
who, on the date the Plan is adopted by the Board, are members of the Board (the “Incumbent Board”) cease
for any reason to constitute at least a majority of the members of the Board; 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 will, for purposes of this Plan, be considered as a member of the
Incumbent Board.


 


Notwithstanding the
foregoing definition or any other provision of this Plan, the term Change in Control will not include a sale of assets, merger
or other transaction effected exclusively for the purpose of changing the domicile of the Company and the definition of Change
in Control (or any analogous term) in an individual written agreement between the Company or any Affiliate and the Participant
will supersede the foregoing definition with respect to Awards subject to such agreement; provided, however, that if no
definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition
will apply.


 


(i)          “Code”
means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.


 


(j)          “Committee”
means a committee of one or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).


 


(k)          “Common
Stock” means, as of the IPO Date, the common stock of the Company, having 1 vote per share.


 


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


 


(m)          “Consultant”
means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services
and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated
for such services. However, service solely as a Director, or payment of a fee for such service, will
not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding
the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 Registration Statement
under the Securities Act is available to register either the offer or the sale of the Company’s securities to such person.


 




    	22.



    	 



    

 


(n)          “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, will
not terminate a Participant’s Continuous Service ; provided, however, that if the Entity for which a Participant
is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s
Continuous Service will be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. To the extent
permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine
whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief
executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an
Affiliate, or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes
of vesting in an Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms
of any leave of absence agreement or policy applicable to the Participant, or as otherwise required by law.


 


(o)          “Corporate
Transaction” means the consummation, 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, as determined by the Board, in its sole discretion, of the consolidated
assets of the Company and its Subsidiaries;


 


(ii)         a
sale or other disposition of at least 90% of the outstanding securities of the Company;


 


(iii)        a
merger, consolidation or similar transaction following which the Company is not the surviving corporation; or


 


(iv)        a
merger, consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common
Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of
the merger, consolidation or similar transaction into other property, whether in the form of securities, cash or otherwise.


 


(p)          
“Covered Employee” will have the meaning provided in Section 162(m)(3) of the Code.


 


(q)          “Director”
means a member of the Board.


 


(r)          “Disability”
means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be
expected to last for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the
Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.


 


(s)          “Effective
Date” means the IPO Date.


 




    	23.



    	 



    

 


(t)          “Employee”
means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services,
will not cause a Director to be considered an “Employee” for purposes of the Plan.


 


(u)          “Entity”
means a corporation, partnership, limited liability company or other entity.


 


(v)         “Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


(w)          “Exchange
Act Person” means any natural person, Entity or “group” (within the meaning of Section
13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary
of the Company, (ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary
holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily
holding securities pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by
the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or
(v) any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that,
as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the
combined voting power of the Company’s then outstanding securities.


 


(x)          “Fair
Market Value” means, as of any date, the value of the Common Stock determined as follows:


 


(i)          If
the Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share
of Common Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted
on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the date
of determination, as reported in a source the Board deems reliable.


 


(ii)         Unless
otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the
Fair Market Value will be the closing selling price on the last preceding date for which such quotation exists.


 


(iii)        In
the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith and in a
manner that complies with Sections 409A and 422 of the Code.


 


(y)          “Incentive
Stock Option” means an option granted pursuant to Section 5


of the Plan that is intended to be, and qualifies as, an “incentive stock option” within the
meaning of Section 422 of the Code.


 


(z)          “IPO
Date” means the date of the underwriting agreement between the Company and the underwriter(s) managing the initial
public offering of the Common Stock, pursuant to which the Common Stock is priced for the initial public offering.


 




    	24.



    	 



    

 


(aa)         “Non-Employee
Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate,
does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant
or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a)
of Regulation S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an
interest in any other transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged
in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise
considered a “non-employee director” for purposes of Rule 16b-3.


 


(bb)         “Nonstatutory
Stock Option” means any option granted pursuant to Section 5


of the Plan that does not qualify as an Incentive Stock Option.


 


(cc)         “Officer”
means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.


 


(dd)         “Option”
means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.


 


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


 


(ff)         “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.


 


(gg)         “Other
Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant
to the terms and conditions of Section 6(d).


 


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


 


(ii)         “Outside
Director” means a Director who either (i) is not a current employee of the Company or an “affiliated corporation”
(within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company
or an “affiliated corporation” who receives compensation for prior services (other than benefits under a tax-qualified
retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and
does not receive remuneration from the Company or an “affiliated corporation,” either directly or indirectly, in any
capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m)
of the Code.


 


(jj)         “Own,”
“Owned,” “Owner,” “Ownership”
means a person or Entity will 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.


 




    	25.



    	 



    

 


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


 


(ll)         “Performance
Cash Award” means an award of cash granted pursuant to the terms and conditions of Section 6(c)(ii).


 


(mm)       “Performance
Criteria” means the one or more criteria that the Board will select for purposes of establishing the Performance
Goals for a Performance Period. The Performance Criteria that will be used to establish such Performance Goals may be based on
any one of, or combination of, the following as determined by the Board: (i) earnings (including earnings per share and net earnings);
(ii) earnings before interest, taxes and depreciation; (iii) earnings before interest, taxes, depreciation and amortization; (iv)
earnings before interest, taxes, depreciation, amortization and legal settlements; (v) earnings before interest, taxes, depreciation,
amortization, legal settlements and other income (expense); (vi) earnings before interest, taxes, depreciation, amortization, legal
settlements, other income (expense) and stock-based compensation; (vii) earnings before interest, taxes, depreciation, amortization,
legal settlements, other income (expense), stock-based compensation and changes in deferred revenue; (viii) total stockholder return;
(ix) return on equity or average stockholder’s equity; (x) return on assets, investment, or capital employed; (xi) stock
price; (xii) margin (including gross margin); (xiii) income (before or after taxes); (xiv) operating income; (xv) operating income
after taxes; (xvi) pre-tax profit; (xvii) operating cash flow; (xviii) sales or revenue targets; (xix) increases in revenue or
product revenue; (xx) expenses and cost reduction goals; (xxi) improvement in or attainment of working capital levels; (xxii) economic
value added (or an equivalent metric); (xxiii) market share; (xxiv) cash flow; (xxv) cash flow per share; (xxvi) share price performance;
(xxvii) debt reduction; (xxviii) implementation or completion of projects or processes; (xxix) user satisfaction; (xxx) stockholders’
equity; (xxxi) capital expenditures; (xxxii) debt levels; (xxxiii) operating profit or net operating profit; (xxxiv) workforce
diversity; (xxxv) growth of net income or operating income; (xxxvi) billings; (xxxvii) bookings; (xxxviii) the number of users,
including but not limited to unique users; (xxxix) employee retention; (xxxx) and to the extent that an Award is not intended to
comply with Section 162(m) of the Code, other measures of performance selected by the Board.


 




    	26.



    	 



    

 


(nn)         “Performance
Goals” means, for a Performance Period, the one or more goals established by the Board for the Performance Period
based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect to one or more business
units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more
comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Board (i) in the Award
Agreement at the time the Award is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance
Goals are established, the Board will appropriately make adjustments in the method of calculating the attainment of Performance
Goals for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange
rate effects; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of
any statutory adjustments to corporate tax rates; (5) to exclude the effects of any “extraordinary items” as determined
under generally accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume
that any business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance
Period following such divestiture; (8) to exclude the effect of any change in the outstanding shares of common stock of the Company
by reason of any stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off,
combination or exchange of shares or other similar corporate change, or any distributions to common stockholders other than regular
cash dividends; (9) to exclude the effects of stock based compensation and the award of bonuses under the Company’s bonus
plans; (10) to exclude costs incurred in connection with potential acquisitions or divestitures that are required to expensed under
generally accepted accounting principles; (11) to exclude the goodwill and intangible asset impairment charges that are required
to be recorded under generally accepted accounting principles and (12) to exclude the effect of any other unusual, non-recurring
gain or loss or other extraordinary item. In addition, the Board retains the discretion to reduce or eliminate the compensation
or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria it
selects to use for such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting
corresponding to the degree of achievement as specified in the Stock Award Agreement or the written terms of a Performance Cash
Award.


 


(oo)         “Performance
Period” means the period of time selected by the Board over which the attainment of one or more Performance Goals
will be measured for the purpose of determining a Participant’s right to and the payment of a Stock Award or a Performance
Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board.


 


(pp)         “Performance
Stock Award” means a Stock Award granted under the terms and conditions of Section 6(c)(i).


 


(qq)         “Plan”
means this Chimerix, Inc. 2013 Equity Incentive Plan.


 


(rr)         “Restricted
Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section
6(a).


 


(ss)         “Restricted
Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing
the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms
and conditions of the Plan.


 


(tt)         “Restricted
Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to the
terms and conditions of Section 6(b).


 




    	27.



    	 



    

 


(uu)         “Restricted
Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted
Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement
will be subject to the terms and conditions of the Plan.


 


(vv)         “Rule
16b-3” means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time
to time.


 


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


 


(xx)        “Stock
Appreciation Right” or “SAR” means a right to receive the appreciation on
Common Stock that is granted pursuant to the terms and conditions of Section 5.


 


(yy)         “Stock
Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation
Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be
subject to the terms and conditions of the Plan.


 


(zz)         “Stock
Award” means any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory
Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award or
any Other Stock Award.


 


(aaa)        “Stock
Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions
of a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan.


 


(bbb)        “Subsidiary”
means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary
voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of
any other class or classes of such corporation will have or might have voting power by reason of the happening of any contingency)
is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity
in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution)
of more than 50%.


 


(ccc)        “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 of the total combined voting power of all classes of stock of the Company or any Affiliate.


 




    	28.



    	 



    







  


Chimerix,
Inc.

2013 Equity Incentive Plan

 


Option
Agreement

(Incentive Stock Option or Nonstatutory Stock Option)


 


Pursuant to your Stock
Option Grant Notice (“Grant Notice”) and this Option Agreement, Chimerix, Inc. (the “Company”)
has granted you an option under its 2013 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.
The option is granted to you effective as of the date of grant set forth in the Grant Notice (the “Date of Grant”).
If there is any conflict between the terms in this Option Agreement and the Plan, the terms of the Plan will control. Capitalized
terms not explicitly defined in this Option Agreement or in the Grant Notice but defined in the Plan will have the same definitions
as in the Plan.


 


The details of your
option, in addition to those set forth in the Grant Notice and the Plan, are as follows:


 


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


 


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


 


3.           Exercise
Restriction for Non-Exempt Employees. If you are an Employee eligible for overtime compensation under the Fair Labor
Standards Act of 1938, as amended (that is, a “Non-Exempt Employee”), and except as otherwise provided
in the Plan, you may not exercise your option until you have completed at least six (6) months of Continuous Service measured from
the Date of Grant, even if you have already been an employee for more than six (6) months. Consistent with the provisions of the
Worker Economic Opportunity Act, you may exercise your option as to any vested portion prior to such six (6) month anniversary
in the case of (i) your death or disability, (ii) a Corporate Transaction in which your option is not assumed, continued or substituted,
(iii) a Change in Control or (iv) your termination of Continuous Service on your “retirement” (as defined in the Company’s
benefit plans).


 


4.           Exercise
prior to Vesting (“Early Exercise”). If permitted in your Grant Notice (i.e., the “Exercise
Schedule” indicates “Early Exercise 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 unvested portion of your option; provided, however, that:


 


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


 




    	1.



    	 



    

 


(b)          any
shares of Common Stock so purchased from installments that have not vested as of the date of exercise will 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
will 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 Date 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)
will be treated as Nonstatutory Stock Options.


 


5.           Method
of Payment. You must pay the full amount of the exercise price for the shares you wish to exercise. You may pay the
exercise price in cash or by check, bank draft or money order payable to the Company or in any other manner permitted by
your Grant Notice, which may include one or more of the following:


 


(a)          Provided
that at the time of exercise the Common Stock is publicly traded, 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.
This manner of payment is also known as a “broker-assisted exercise”, “same day sale”, or “sell to
cover”.


 


(b)          Provided
that at the time of exercise the Common Stock is publicly traded, by delivery to the Company (either by actual delivery or attestation)
of already-owned shares of Common Stock 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, will include delivery to the Company of your attestation of ownership of such
shares of Common Stock in a form approved by the Company. You may not exercise your option by delivery to the Company of Common
Stock if doing so would violate the provisions of any law, regulation or agreement restricting the redemption of the Company’s
stock.


 


(c)          If
this option is a Nonstatutory Stock Option, subject to the consent of the Company at the time of exercise, by a “net exercise”
arrangement pursuant to which the Company will reduce the number of shares of Common Stock issued upon exercise of your option
by the largest whole number of shares with a Fair Market Value that does not exceed the aggregate exercise price. You must pay
any remaining balance of the aggregate exercise price not satisfied by the “net exercise” in cash or other permitted
form of payment. Shares of Common Stock will no longer be outstanding under your option and will not be exercisable thereafter
if those shares (i) are used to pay the exercise price pursuant to the “net exercise,” (ii) are delivered to you as
a result of such exercise, and (iii) are withheld to satisfy your tax withholding obligations.


 




    	2.



    	 



    

 


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


 


7.           Securities
Law Compliance. In no event may you exercise your option unless the shares of Common Stock issuable upon exercise are
then registered under the Securities Act or, if not registered, the Company has determined that your exercise and the issuance
of the shares would be exempt from the registration requirements of the Securities Act. The exercise of your option also must comply
with all 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 (including any restrictions on exercise required
for compliance with Treas. Reg. 1.401(k)-1(d)(3), if applicable).


 


8.           Term.
You may not exercise your option before the Date of Grant or after the expiration of the option’s term. The term of your
option expires, subject to the provisions of Section 5(h) of the Plan, 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, your Disability or your death
(except as otherwise provided in Section 8(d) below); provided, however, that if during any part of such three (3) month
period your option is not exercisable solely because of the condition set forth in the section above relating to “Securities
Law Compliance,” your option will not expire until the earlier of the Expiration Date or until it has been exercisable for
an aggregate period of three (3) months after the termination of your Continuous Service; provided further, if during any
part of such three (3) month period, the sale of any Common Stock received upon exercise of your option would violate the Company’s
insider trading policy, then your option will not expire until the earlier of the Expiration Date or until it has been exercisable
for an aggregate period of three (3) months after the termination of your Continuous Service during which the sale of the Common
Stock received upon exercise of your option would not be in violation of the Company’s insider trading policy. Notwithstanding
the foregoing, if (i) you are a Non-Exempt Employee, (ii) your Continuous Service terminates within six (6) months after the Date
of Grant, and (iii) you have vested in a portion of your option at the time of your termination of Continuous Service, your option
will not expire until the earlier of (x) the later of (A) the date that is seven (7) months after the Date of Grant, and (B) the
date that is three (3) months after the termination of your Continuous Service, and (y) the Expiration Date;


 


(c)          twelve
(12) months after the termination of your Continuous Service due to your Disability (except as otherwise provided in Section 8(d))
below;


 


(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 for any reason other than Cause;


 


(e)          the
Expiration Date indicated in your Grant Notice; or


 




    	3.



    	 



    

 


(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 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.


 


9.           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 (i) delivering a Notice of Exercise (in a form designated by the Company) or completing such other documents and/or
procedures designated by the Company for exercise and (ii) paying the exercise price and any applicable withholding taxes to the
Company’s Secretary, stock plan administrator, or such other person as the Company may designate, together with such additional
documents as the Company may then require.


 


(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 (i) the exercise of your option, (ii) the lapse of any substantial risk of forfeiture to which the shares of Common Stock are
subject at the time of exercise, or (iii) 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 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 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, any shares of Common Stock
or other securities of the Company held by you, for a period of one hundred eighty (180) days following the effective date of a
registration statement of the Company filed under the Securities Act or such longer period as the underwriters or the Company will
request to facilitate compliance with FINRA Rule 2711 or NYSE Member Rule 472 or any successor or similar rules
or regulation (the “Lock-Up Period”); provided, however, that nothing
contained in this section will prevent the exercise of a repurchase option, if any, in favor of the Company during the Lock-Up
Period. You further agree to execute and deliver such other agreements as may be reasonably requested by the Company or the underwriters
that are consistent with the foregoing or that are necessary to give further effect thereto. In order to enforce the foregoing
covenant, the Company may impose stop-transfer instructions with respect to your shares of Common Stock until the end of such period.
You also agree that any transferee of any shares of Common Stock (or other securities) of the Company held by you will be bound
by this Section 9(d). The underwriters of the Company’s stock are intended third party beneficiaries of this Section 9(d)
and will have the right, power and authority to enforce the provisions hereof as though they were a party hereto.


 




    	4.



    	 



    

  


10.         Transferability.
Except as otherwise provided in this Section 10, your option is not transferable, except by will or by the laws of descent and
distribution, and is exercisable during your life only by you.


 


(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. You and the trustee must enter into transfer and other 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 agreements required by the Company, you may transfer your option pursuant
to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as
permitted by Treasury Regulation 1.421-1(b)(2) 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 or marital settlement agreement to help ensure the required information is contained within the domestic relations
order or marital settlement agreement. 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.


 


(c)          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 approved by the Company and any broker designated by the Company to handle option exercises, designate
a third party who, on your death, will 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 will be entitled
to exercise this option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise.


 


11.         Option
not a Service Contract. Your option is not an employment or service contract, and nothing in your option will 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 will 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.


 




    	5.



    	 



    

  


12.         Withholding
Obligations.


 


(a)          At
the time you exercise your option, in whole or in part, and 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 “same day sale” 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.


 


(b)          If
this option is a Nonstatutory Stock Option, then upon your request and subject to approval by the Company, 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 classification of your option as a liability for financial accounting purposes). 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 will 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,
if applicable, unless such obligations are satisfied.


 


13.         Tax
Consequences. You hereby agree that the Company does not have a duty to design or administer the Plan or its other compensation
programs in a manner that minimizes your tax liabilities. You will not make any claim against the Company, or any of its Officers,
Directors, Employees or Affiliates related to tax liabilities arising from your option or your other compensation. In particular,
you acknowledge that this option is exempt from Section 409A of the Code only if the exercise price per share specified in the
Grant Notice is at least equal to the “fair market value” per share of the Common Stock on the Date of Grant and there
is no other impermissible deferral of compensation associated with the option.


 


14.         Notices.
Any notices provided for in your option or the Plan will be given in writing (including electronically) and will 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. The Company may, in its sole discretion,
decide to deliver any documents related to participation in the Plan and this option by electronic means or to request your consent
to participate in the Plan by electronic means. By accepting this option, you consent to receive such documents by electronic delivery
and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third
party designated by the Company.


 




    	6.



    	 



    

 


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. If there is any conflict between the provisions of your option and those of the Plan,
the provisions of the Plan will control. In addition, your option (and any compensation paid or shares issued under your option)
is subject to recoupment in accordance with The Dodd–Frank Wall Street Reform and Consumer Protection Act and any implementing
regulations thereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable
law.


 


16.         Other
Documents. You hereby acknowledge receipt of and the right to receive a document providing the information required
by Rule 428(b)(1) promulgated under the Securities Act, which includes the Plan prospectus. In addition, you acknowledge receipt
of the Company’s policy permitting certain individuals to sell shares only during certain “window” periods and
the Company’s insider trading policy, in effect from time to time.


 


17.         Effect
on Other Employee Benefit Plans. The value of this option will not be included as compensation, earnings, salaries,
or other similar terms used when calculating your benefits under any employee benefit plan sponsored by the Company or any Affiliate,
except as such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any
of the Company’s or any Affiliate’s employee benefit plans.


 


18.         Voting
Rights. You will not have voting or any other rights as a stockholder of the Company with respect to the shares to be
issued pursuant to this option until such shares are issued to you. Upon such issuance, you will obtain full voting and other rights
as a stockholder of the Company. Nothing contained in this option, and no action taken pursuant to its provisions, will create
or be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.


 


19.         Severability.
If all or any part of this Option Agreement or the Plan is declared by any court or governmental authority to be unlawful or invalid,
such unlawfulness or invalidity will not invalidate any portion of this Option Agreement or the Plan not declared to be unlawful
or invalid. Any Section of this Option Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible,
be construed in a manner which will give effect to the terms of such Section or part of a Section to the fullest extent possible
while remaining lawful and valid.


 




    	7.



    	 



    

  


20.         Miscellaneous.


 


(a)          The
rights and obligations of the Company under your option will be transferable to any one or more persons or entities, and all covenants
and agreements hereunder will inure to the benefit of, and be enforceable by the Company’s successors and assigns.


 


(b)          You
agree upon request to execute any further documents or instruments necessary or desirable in the sole determination of the Company
to carry out the purposes or intent of your option.


 


(c)          You
acknowledge and agree that you have reviewed your option in its entirety, have had an opportunity to obtain the advice of counsel
prior to executing and accepting your option, and fully understand all provisions of your option.


 


(d)          This
Option Agreement will be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies
or national securities exchanges as may be required.


 


(e)          All
obligations of the Company under the Plan and this Option Agreement will be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially
all of the business and/or assets of the Company.


 


*         *         *


 


This Option Agreement
will be deemed to be signed by you upon the signing by you of the Stock Option Grant Notice to which it is attached.


 




    	8.



    	 



    

   


NOTICE
OF EXERCISE


 


Chimerix,
Inc.


2505
Meridian Parkway Suite 340


	Durham, NC 27713	Date of Exercise: _______________


 


This constitutes notice
to Chimerix, Inc. (the “Company”) under my stock option that I elect to purchase the below number of
shares of Common Stock of the Company (the “Shares”) for the price set forth below.


 





	Type of option (check one):	Incentive   ̈	 	Nonstatutory   ̈
	 	 	 	 
	Stock 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:	$______________	 	$______________
	 	 	 	 
	[Value of ________ Shares delivered herewith1:	$______________	 	$______________]
	 	 	 	 
	[Value of ________ Shares pursuant to net exercise2:	$______________	 	$______________]
	 	 	 	 
	[Regulation T Program (cashless exercise3):	$______________	 	$______________]







 





 



1         Shares
must meet the public trading requirements set forth in the option. Shares must be valued in accordance with the terms of the option
being exercised, and must be owned free and clear of any liens, claims, encumbrances or security interests. Certificates must be
endorsed or accompanied by an executed assignment separate from certificate.


2         The
option must be a Nonstatutory Stock Option, and Chimerix, Inc. must have established net exercise procedures at the time of exercise,
in order to utilize this payment method.


3 Shares must meet the public
trading requirements set forth in the option.


 




    	9.



    	 



    

 


By this exercise, I
agree (i) to provide such additional documents as you may require pursuant to the terms of the Chimerix, Inc. 2013 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 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 are issued upon
exercise of this option.


 


	 	Very truly yours,
	 	 
	 	 





 




    	10.



    	 



    

 



Chimerix,
Inc.

Stock Option Grant Notice

(2013 Equity Incentive Plan)


 


Chimerix, Inc. (the “Company”),
pursuant to its 2013 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 as set forth in this notice, in the Option Agreement, the Plan and the Notice of Exercise, all of which are attached
hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein but defined in the Plan or the
Option Agreement will have the same definitions as in the Plan or the Option Agreement. If there is any conflict between the terms
in this notice and the Plan, the terms of the Plan will control.


 


	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:	[One-fourth (1/4th) of the shares
vest one year after the Vesting Commencement Date; the balance of the shares vest in a series of thirty-six (36) successive equal
monthly installments measured from the first anniversary of the Vesting Commencement Date, subject to Optionholder’s Continuous
Service as of each such date.]



 


		Payment:	     By one or a combination of the following items (described
in the Option Agreement):



 


x  By
cash, check, bank draft or money order payable to the Company


x   Pursuant
to a Regulation T Program if the shares are publicly traded


x   By
delivery of already-owned shares if the shares are publicly traded


x   If
and only to the extent this option is a Nonstatutory Stock Option, and subject to the Company’s consent at the time of exercise,
by a “net exercise” arrangement


 





 



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 a Nonstatutory Stock Option.


 




    	 



    	 



    

 


Additional Terms/Acknowledgements:
Optionholder acknowledges receipt of, and understands and agrees to, this Stock Option Grant Notice, the Option Agreement and the
Plan. Optionholder acknowledges and agrees that this Stock Option Grant Notice and the Option Agreement may not be modified, amended
or revised except as provided in the Plan.  Optionholder further acknowledges that as
of the Date of Grant, this Stock Option Grant Notice, the Option Agreement, and the Plan set forth the entire understanding between
Optionholder and the Company regarding this option award and supersede all prior oral and written agreements, promises and/or representations
on that subject with the exception of (i) options previously granted and delivered to Optionholder, (ii) any compensation recovery
policy that is adopted by the Company or is otherwise required by applicable law and (iii) any written employment or severance
arrangement that would provide for vesting acceleration of this option upon the terms and conditions set forth therein.
By accepting this option, Optionholder consents to receive such documents by electronic delivery and to participate in the
Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the
Company.


 


	Chimerix, Inc.	 	Optionholder:
	 	 	 	 	 
	By:	 	 	 
	Signature	 	Signature
	 	 	 	 	 
	Title: 	 	 	Date: 	 
	 	 	 	 	 
	Date: 	 	 	 	 


 


Attachments:
Option Agreement, 2013 Equity Incentive Plan and Notice of Exercise