Equity. As a material inducement to accept the Company’s offer of employment, the Company will recommend to the Board (or a committee thereof) that the Executive be granted, subject to the Executive’s acceptance of this Agreement and commencement of employment, # an option to purchase 165,000 shares of common stock of the Company (the “New Hire Stock Option”) and # a restricted stock unit award for 12,000 shares of common stock of the Company with time-based vesting (the “New Hire RSUs” and together with the New Hire Stock Option, the “New Hire Equity Awards”). The New Hire Equity Awards will have the following terms:

Equity. Subject to the approval by the Company’s Board of Directors, and as further consideration for Executive’s employment, the Company shall grant Executive an option to purchase 250,000 shares of the Company’s common stock (“Common Stock”) at a per share exercise price equal to the closing sales price for the Common Stock on the principal trading market for the Common Stock on the grant date of the option (the “Option”). The Option will be subject to the terms and conditions of the Company’s Amended and Restated 2014 Equity Incentive Plan (the “Plan”), and an option agreement between Company and Executive. The Option will be subject to vesting over a four (4) year period according to the following schedule: 1/48th of the shares will vest monthly following the vesting commencement date, so long as Executive remains in continuous service with the Company through the applicable vesting dates.

Equity. As soon as practicable following the execution of this Agreement, and subject to the approval of the Company’s Board of Directors the Executive shall be granted an incentive stock option (the “Option”) under resTORbio’s Stock Incentive Plan (the “Plan”) to purchase 175,000 of shares of Common Stock. The Option shall vest over four years from the Effective Date, with 1/4 of the shares underlying such option vesting on the first anniversary of the Effective Date and the remaining 3/4 of such shares vesting in 12 equal quarterly installments following such first anniversary, provided that the Executive is engaged by the Company on each such vesting date. The Option shall have an exercise price equal to the fair market value of the Common Stock on the date of grant and shall be subject to the provisions set forth in the Plan and the Form of Incentive Stock Option Agreement previously approved by the Board.

Equity. Executive shall be eligible to participate in equity incentive programs of the Company, as established from time to time by the Company, in amounts, if any, and on terms set by the Compensation Committee. Except as otherwise provided in Section 8(h) herein regarding the IPO RSA (defined below), the effect of termination or resignation of employment on equity awards granted to Executive at any time, including stock options granted to Executive prior to the Effective Date, shall be governed by the provisions of the applicable plan and award agreement.

Equity. You have been granted stock options to purchase an aggregate of 310,000 shares of the Company’s common stock, as follows: # the 2017 Plan Option (as defined in [Section 3(d)] of the Employment Agreement), # the Inducement Option (as defined in [Section 3(d)] of the Employment Agreement) (together, the “2017 Options”), and # an option award for 60,000 shares of common stock received in January 2019 (the “2019 Options”). Your stock option award agreements for the 2017 Options, as may have been amended by the Compensation Committee of the Board, are incorporated

Equity. Any outstanding Equity Awards, including awards that would otherwise vest only upon satisfaction of performance criteria, shall accelerate and become vested and exercisable as if an additional twelve (12) months of vesting had occurred to the then-unvested shares subject to the Equity Award. Equity Awards subject to performance-based vesting criteria as of the date of the Separation shall accelerate and become vested and exercisable as to the number of shares subject to such Equity Award that would have vested if Executive had completed an additional twelve (12) months of service following the date of Separation, provided, however, that the vesting of such performance-based awards shall be as if all applicable performance criteria were achieved at target levels during such 12-month period. Subject to Section 4, the accelerated vesting described above shall be effective as of the Separation.

Annual Board Member Retainer Generally. Subject to the remaining provisions of this Article II, each Non-Employee Director will receive an annual retainer in respect of his or her service as a member of the Board during such calendar year (the “Annual Board Member Retainer”). The amount of the Annual Board Member Retainer payable to each Non-Employee Director for each calendar year will be equal to $40,000, as modified by the remainder of the provisions of this Article II. Except as otherwise provided in [Section 5.5], the Annual Board Member Retainer to be paid to each Non-Employee Director will be payable in cash.

Annual Committee Chair Retainer Generally. Subject to the remaining provisions of this Article III, each Non-Employee Director who serves as the chair of a committee of the Board (a “Committee Chair”) during any calendar year will receive an additional annual retainer in respect of his or her service as such Committee Chair (the “Annual Committee Chair Retainer”). The amount of the Annual Committee Chair Retainer payable for any such calendar year to each Non-Employee Director who is a Committee Chair during such period (a “Non-Employee Director/Committee Chair”) will be equal to # $15,000 for service as a Non-Employee Director/Committee Chair of the Audit Committee, and/or # an amount, if any, as determined by the Board for service as a Non-Employee Director/Committee Chair of any other committee of the Board as may be established at any time, in each case, as modified by the remainder of this Article III. Except as otherwise provided in [Section 5.5], the Annual Committee Chair Retainer to be paid to any Non-Employee Director/Committee Chair will be payable in cash.

“Annual Retainer” means the annual cash retainer paid to Directors. “Annual Retainer” also includes any Director meeting fees, if any.

Compensation. All compensation (including equity awards other than Stock Options) payable by Baxter to a Participant for his/her services as a member of the Board, including without limitation any annual retainer, fees for attending meetings of the Board or any committee thereof, fees for acting as chairperson of any Board or committee meeting, and any other fees as may become payable to a Non-Employee Director, including the additional retainer payable to the Lead Director.