Nominating and Corporate Governance Committee member: $5,000

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 $10,000 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.

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

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

All equity awards granted pursuant to this Policy will be subject to the terms and conditions of the Company’s 2022 Equity Incentive Plan, as amended, or any successor thereto (the “Plan”) and a Company-approved form of

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.

For service as Chair of the nominating and corporate governance committee: an annual cash retainer of $10,000 (in addition to any annual cash retainers otherwise paid).