Stock Options; Restricted Stock Unit Award. You were granted options to purchase shares of the Company’s common stock, pursuant to the Company’s 2012 Equity Incentive Plan (the “Plan”). Under the terms of the Plan and your stock option grant, vesting will cease as of the Separation Date and your rights to exercise any vested options shall be as set forth in the applicable stock option grant notice, stock option agreement, and/or the Plan; provided, however, if you timely sign this Agreement and allow the releases set forth herein to become effective, the post-termination exercise period for your options shall be extended to the close of business Pacific time (5:00 p.m.) on January 17, 2020. Your options shall otherwise continue to be governed by the terms of the applicable grant notices, stock option agreements and the Plan. Your restricted stock unit award, also granted under the Plan, lapses in full as of the Separation Date and is not subject to any acceleration of vesting under this Agreement or otherwise.

Stock Options. Executive acknowledges and agrees that the unvested portion of each option to purchase Company common stock held by Executive as of the Retirement Date terminated as of such date. The vested portion of each option to purchase Company common stock that is outstanding and held by Executive as of the Retirement Date shall remain eligible to be exercised through the three month anniversary of the Retirement Date. If by the three month anniversary of the Retirement Date, the Company has not received a duly executed notice of exercise and remuneration in accordance with Executive’s option agreements, Executive’s vested options shall automatically terminate and be of no further effect. Executive agrees that the agreements evidencing Executive stock options shall automatically be deemed amended to the extent necessary to reflect the terms of this Section 3(c).

Stock Options. As soon as practicable after the date this Agreement is executed by the Parties, the Company shall grant Executive a Stock Option under the 2017 Incentive Award Plan to acquire 200,000 shares of Common Stock. The Stock Option shall have an exercise price equal to the fair market value of the Common Stock as defined under the 2017 Incentive Award Plan (the “Fair Market Value”) and shall vest in its entirety on the third anniversary of the date of grant, provided that Executive remains employed with the Company through such date. All other terms and conditions applicable to the Stock Option grant shall be determined by the Compensation Committee.

Stock Options. [Subject to the approval of the Company’s Board of Directors or its Compensation Committee, you will be granted an option to purchase 70,000 shares of the Company’s Common Stock (the “Option”). The exercise price per share of the Option will be determined by the Board of Directors or the Compensation Committee when the Option is granted. The Option will be subject to the terms and conditions applicable to options granted under the Company’s 2018 Equity Incentive Plan, as amended (the “Plan”), as described in the Plan and the applicable notice of stock option and stock option agreement (collectively, the “Stock Option Agreement”). The Option vests and becomes exercisable with respect to 1/4th of the shares subject to the Option when you complete twelve months of continuous service as an employee or consultant (“Service”) after the vesting commencement date (as stated in the applicable Stock Option Agreement) and an additional 1/48th of the shares subject to the Option when you complete each month of continuous Service thereafter, as further described in the applicable Stock Option Agreement. For clarity, the grant of the Option does not confer any right to continue vesting or employment.

Stock Options. At the discretion of the Committee, the Executive may be granted options to purchase shares of stock of the Company from time to time, but nothing herein shall guarantee or require the Company to grant the Executive options or other equity incentive awards. Any options or other equity incentive awards granted to the Executive shall be governed by the terms of the applicable Company equity incentive plan, as amended from time to time, and any certificate or award agreement thereunder, and other restrictions generally applicable to Company stock options or other equity incentive awards.

Stock Options. In the event of a Change of Control, the Executive’s non-qualified stock options and incentive stock options granted by the Corporation which are outstanding on the date of the Change of Control, shall immediately vest and Executive shall have 12 months from the date of the Change of Control to exercise said options (but not beyond the term of such options).

Stock Options. Subject to # approval by the Company’s Stock Option Committee (the “Committee”), # the terms and conditions of the Schrödinger, Inc. Stock Incentive Plan, as amended from time to time (the “Plan”), and # the Company’s standard Non-Qualified Stock Option Agreement (which shall be provided to Consultant following the date of grant), Company shall grant to Consultant a non-qualified option to purchase one million four hundred fifty three thousand nine hundred eleven (1,453,911) shares of Common Stock of the Company, at a purchase price equal to $0.08/share, which option shall be 100% vested and exercisable on the date of grant.

Stock Options. With respect to the stock options (the “Stock Options”) granted pursuant to the stock-based compensation plans of the Company and its subsidiaries (the “Company Stock Plans”), except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, # each Stock Option intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) so qualifies, # each grant of a Stock Option was duly authorized no later than the date on which the grant of such Stock Option was by its terms to be effective by all necessary corporate action, including, as applicable, approval by the board of directors of the Company (or a duly constituted and authorized committee thereof) and any required stockholder approval by the necessary number of votes or written consents, and the award agreement governing such grant (if any) was duly executed and delivered by each party thereto, # each such grant was made in accordance with the terms of the Company Stock Plans, the Exchange Act and all other applicable laws and regulatory rules or requirements, and # each such grant was properly accounted for in accordance with GAAP in the financial statements (including the related notes) of the Company.

Stock Options. You will continue to be eligible to participate in Xenon’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”), a copy of which is attached. Nothing in this Agreement will affect in any way the stock options granted to you by the Company to date, all of which will, except as expressly provided in this Agreement, continue to vest and be exercisable in accordance with their terms while you are employed by the Company.

STOCK OPTIONS. Effective on Start Date, Employee will be granted stock options to purchase 300,000 shares of the Company’s common stock (the “Options”) at a per share exercise price equal to the fair market value of the Company’s common stock on the date of grant. The Options will be an inducement material to you joining the Company, pursuant to Rule 5635(c)(4) of the Nasdaq Listed Company Manual and will be further subject to the terms of a stock option agreement as approved by the Board setting forth the exercise price, vesting conditions and other restrictions. One fourth (1/4th) of the total number of such Options will vest on the first anniversary of the date hereof, and one forty-eighth (1/48th) of the total number of Options will vest each month over the following thirty-six (36) months thereafter, so long as Employee remains employed by the Company through each such vesting date. Fifty percent (50%) of any unvested Options will vest immediately prior to, and subject to, the consummation of a Change in Control (as defined below) and, subject to Employee’s execution of the release of claims described in Section 4(b), any remaining unvested Options will immediately vest if Employee’s employment is terminated by the Company without Cause (as defined below) or Employee resigns with Good Reason (as defined below) within ninety (90) days following a Change in Control. A “Change in Control” means # the Company’s merger or consolidation with or into another entity such that the stockholders of the Company prior to such transaction do not or are not expected to own a majority of the voting stock of the surviving entity, # the sale or other disposition of all or substantially all of the assets of the Company, or # the sale or other disposition of greater than fifty percent (50%) of the then-outstanding voting stock of the Company by the holders thereof to one or more persons or entities who are not then stockholders of the Company.