RSUs will be granted only to selected employees and to nonemployee directors of the Company or to selected employees of a Designated Employer. Frequency and level of awards to individual participants will be determined by the administrative authority. Individual awards under this Plan will not necessarily be granted annually. The entitlement to receive amounts and Common Shares pursuant to clause 2 and clause 6 arises from past services rendered from the Grant Date to the date of vesting of the RSU.

Eligibility for Award. On the date of each of the Company’s annual stockholders’ meetings (the “Annual Meeting”), each person who is or becomes an Eligible Director at such meeting and whose service on the Board is expected to continue following such meeting shall be granted an RSU Award. The grant entitles an Eligible Director to receive Shares on a one-to-one RSU-to-Share basis upon vesting as set forth in the vesting schedule in the Award Agreement, subject to the terms and conditions set forth herein and in the Award Agreement.

Eligibility for Awards. Awards may be granted under this Plan only to Persons who are Eligible Persons at the time of grant thereof.

Eligibility and Participation. Participants in the Plan shall be selected by the Committee from among those Eligible Employees who, in the opinion of the Committee, are Eligible Employees in a position to contribute to the Company’s continued growth and development and to its long-term financial success.

If an optionee ceases to be employed by the Corporation, or its Parent or Subsidiary, is no longer an officer or member of the Board of Directors of the Corporation or no longer performs services for the Corporation, or its Parent or Subsidiary for any reason (other than for “cause,” as hereinafter defined, or such optionee’s death), any option granted hereunder to such optionee shall expire three months after the date the occurrence giving rise to such termination of eligibility (or 1 year in the event an optionee is “disabled,” as defined in Section 22(e)(3) of the Code) or upon the date it expires by its terms, whichever is earlier. Any option that has not vested in the optionee as of the date of such termination shall immediately expire and shall be null and void. The Committee shall, in its sole and absolute discretion, decide, using the provisions set forth in Treasury Regulations Section 1.421-7(h), whether an authorized leave of absence or absence for military or governmental service, or absence for any other reason, shall constitute termination of eligibility for purposes of this Section.

The purpose of this 2007 Stock Option and Incentive Plan (the “Plan”) of Protagonist Therapeutics, Inc. (the “Company”) is to provide stock options and other equity interests in [[Organization A:Organization]] (each an “Award”) to employees, officers, directors, consultants and advisors of [[Organization A:Organization]] and its Subsidiaries, all of whom are eligible to receive Awards under the Plan. Any person to whom an Award has been granted under the Plan is called a “Participant”. Additional definitions are contained in Section 8.

The Debtors were and are entities eligible for relief under section 109 of the Bankruptcy Code.

Eligibility for Credit. An Employee who satisfies the eligibility requirements of Section 2.1 during a Plan Year will receive a Restoration Match Credit for the Plan Year if he or she: # was actively employed and eligible to participate in this Plan on the last business day of the Plan Year; # has experienced a Termination of Employment as defined under [Section 1.2.44(a)] during the Plan Year after attaining age 55 and completing five (5) “years of vesting service” as defined in the Target Pension Plan; # has experienced a Termination of Employment as a result of death; or # has become Disabled during such Plan Year.

Eligibility for Enhancement. Subject to Section 4.4.4, a Participant is eligible to receive the Enhancement for a Plan Year if he or she: # was actively employed and eligible to participate in this Plan on the last business day of the Plan Year; # has experienced a Termination of Employment as defined under [Section 1.2.44(a)] during the Plan Year after attaining age 55 and completing five (5) “years of vesting service” as defined in the Target Pension Plan; # has experienced a Termination of Employment as a result of death; or # has become Disabled during such Plan Year.

Eligibility to Participate. Only ​ shall be eligible to participate in the arrangement under this Agreement.