Nominating and Corporate Governance Committee Chair: $8,000

Nominating and Corporate Governance Committee. A Non-Employee Director serving as Chairperson of the Nominating and Corporate Governance Committee shall receive an additional annual retainer of $8,000 for such service. A Non-Employee Director serving as a member of the Nominating and Corporate Governance Committee (other than the Chairperson) shall receive an additional annual retainer of $5,000 for such service.

The equity compensation set forth below will be granted under the Tocagen Inc. 2016 Equity Incentive Plan (the “Plan”), subject to the Tocagen stockholders’ approval of the Plan. All stock options granted under this policy will be nonstatutory stock options, with an exercise price per

Chairman of the Nominating and Corporate Governance Committee: additional $7,500 annually paid in cash.

appoint Plants as Chairman of the Strategic Transactions Committee and a member of the Nominating and Corporate Governance Committee of the Board.

The Committee. The Plan shall be administered by the Corporate Governance and Nominating Committee of the Board (the “Committee”), subject to the restrictions set forth

“Committee” means the Nominating and Corporate Governance Committee of the Board or any other committee of Directors appointed by the Board to administer the Plan.

The lead director and the chairman of the audit, compensation, and nominating & governance committees are entitled to an annual cash retainer of $10,000, payable quarterly. If the Board designates a lead director or committee chairman during a calendar quarter, a pro-rated retainer is paid.

•an annual cash retainer of $15,000 to each director who serves as Chair of our Corporate Governance and Nominating Committee or Environmental, Health, Safety and Sustainable Development Committee.

Nominating and Corporate Governance $ 10,000 $ 5,000