Annual Committee Member Service Retainer (other than Chairman):

Annual Committee Member Service Retainer (other than Chairman):

Beginning with the second regular Board meeting held after the 2021 annual stockholder meeting, the Annual Cash Fees shall be as follows:

The equity compensation set forth below will be granted under the Reata’s Second Amended and Restated Long Term Incentive Plan (the “Plan”). All stock options granted under this Policy will be nonstatutory stock options to purchase shares of Class A common stock of Reata (“Common Stock”), with # an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant, which shall be the closing price on the date of grant (or, if not a business day, the first business day thereafter) of a share of Reata’s Class A common stock on the Nasdaq Global Market, and # a term of ten years from the date of grant. The other terms and provisions of the stock options, including vesting on termination of service, Disability (as defined in the form stock option agreement), death and Change in Control (as defined in the Plan) will be in conformity with the Plan and the form of stock option agreement and notice of grant previously approved by the Board for members of the Board, as the Plan or any such form may be amended from time to time. The terms and provisions of the stock options as set forth in this paragraph are referred to herein as the “Terms”.

Equity awards will be granted under the Company’s 2020 Equity Incentive Plan (the “Plan”). All equity awards granted under this Director Compensation Policy will be Nonstatutory Stock Options or RSUs (each as defined in the Plan). Nonstatutory Stock Options will have an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying common stock of the Company on the date of grant, and a term of ten years from the date of grant (subject to earlier termination in connection with a termination of service as provided in the Plan, provided that upon a termination of service other than for death, Disability or Cause (as each such term is defined in the Plan), the post-termination exercise period will be 12 months from the date of termination).

Beginning with the second regular Board meeting held after the 2020 annual stockholder meeting, the Annual Cash Fees shall be as follows:

The equity compensation set forth below will be granted under the Reata’s Second Amended and Restated Long Term Incentive Plan (the “Plan”). All stock options granted under this Policy will be nonstatutory stock options to purchase shares of Class A common stock of Reata (“Common Stock”), with # an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant, which shall be the closing price on the date of grant (or, if not a business day, the first business day thereafter) of a share of Reata’s Class A common stock on the Nasdaq Global Market, and # a term of ten years from the date of grant. The other terms and provisions of the stock options, including vesting on termination of service, Disability (as defined in the form stock option agreement), death and Change in Control (as defined in the Plan) will be in conformity with the Plan and the form of stock option agreement and notice of grant previously approved by the Board for members of the Board, as the Plan or any such form may be amended from time to time. The terms and provisions of the stock options as set forth in this paragraph are referred to herein as the “Terms”.

Annual Committee Member Service Retainer (not applicable to Committee Chairs):

Beginning with the second regular Board meeting held after the 2019 annual stockholder meeting, the Annual Cash Fees shall be as follows:

The equity compensation set forth below will be granted under the Reata’s Amended and Restated 2007 Long Term Incentive Plan (the “Plan”). All stock options granted under this Policy will be nonstatutory stock options to purchase shares of Class B common stock of Reata (“Common Stock”), with # an exercise price per share equal to 100% of the Fair Market Value (as defined in the Plan) of the underlying Common Stock on the date of grant, which shall be the closing price on the date of grant (or, if not a business day, the first business day thereafter) of a share of Reata’s Class A common stock on the Nasdaq Global Market, and # a term of ten years from the date of grant. The other terms and provisions of the stock options, including vesting on termination of service, Disability (as defined in the form stock option agreement), death and Change in Control (as defined in the Plan) will be in conformity with the Plan and the form of stock option agreement and notice of grant previously approved by the Board for members of the Board, as the Plan or any such form may be amended from time to time. The terms and provisions of the stock options as set forth in this paragraph are referred to herein as the “Terms”.