Equity. Executive will be eligible to receive awards of stock options, restricted stock units or other equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or the Committee will determine in its discretion within Executive will be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

Equity. Subject to approval by the Company’s Compensation Committee and a majority of the Company’s Independent Directors as defined in Nasdaq Listing Rule 5605(a)(2), and as a material inducement to the Executive entering into employment with the Company, the Executive will be granted on the Commencement Date (the “Grant Date”) a one-time equity award outside of the Company’s stock incentive plans as an “inducement grant” within the meaning of Nasdaq Listing Rule 5635(c)(4), consisting of an Option Award and an RSU Award (each as defined below):

Equity. Subject to the terms of the Company's then applicable equity incentive plan ("'Incentive Plan") and form of option agreement, you will be granted an option to purchase an aggregate of 150,000 shares of the Company’s common stock, par value $0.01 (the “Common Stock”) at an exercise price per share equal to the Fair Market Value (as defined in the Incentive Plan) of the Common Stock on the date of the grant, intended to qualify as an “incentive stock option'' to the to the maximum extent allowed under Section 422 of the Internal Revenue Code. The option will vest as to one fourth (1/4th) of the shares, on the first anniversary of the Start Date, and the remainder will vest at one forty-eighth (1/48th) per month thereafter. All tax consequences resulting from the grant, vesting, or exercise of the option to or by you, or from the disposition by you of such shares of Common Stock, will be your responsibility. You also will be eligible for annual equity grants at the same time when other executives receive these grants.

Equity. Your existing equity awards will continue to be governed by the terms of the applicable plan documents, grant notices and equity agreements. In addition, you shall continue to be eligible for further equity awards from time to time as determined by the Board in its sole discretion.

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. 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.

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.

Sale Event Acceleration. In the event of a Sale Event (as defined in the Company’s 2020 Stock Option and Incentive Plan (the “2020 Plan”)), the equity retainer awards granted to Outside Directors pursuant to this Policy shall become 100% vested and exercisable.

Annual Board Chair Service Retainer (in lieu of Board Service Retainer):

“Notwithstanding anything herein to the contrary, any individual who first becomes a Non-Employee Director after the start of a calendar year and has not otherwise been eligible to participate in a non-qualified deferred compensation plan maintained by the Company, may elect within 30 days of becoming a Non-Employee Director to defer his Annual Equity Retainer (to the extent such Non-Employee Director also elects to receive such Annual Equity Retainer in the form of Director RSU Awards) that is earned with respect to service as a Non-Employee Director subsequent to the date the deferral election becomes effective. Such election shall be irrevocable and effective no later than the end of such 30-day period.