Equity. Within 5 days of the Date of Hire, the Employee shall be eligible to participate in Kaleido’s equity incentive program and be granted, at such time as the Board determines, an option to purchase 600,000 shares of common stock (such equity award is referred to as the “Equity Award”). Subject to the Board’s approval of the Equity Award, the Equity Award will vest according to the following schedule: 25% of the Equity Award will vest on the first anniversary of the Date of Hire, and the remaining 75% of the Equity Award will vest in equal installments at the end of each calendar quarter over the next three years, provided that, in each case, that the Employee continues to provide continuous services to the Company as of each such vesting date. The grant of the Equity Award will be conditioned upon, among other things, the Employee’s execution of all necessary documentation relating to the Equity Award as determined by the Company (all such documentation is collectively referred to as the “Equity Award Documentation”). In all respects, these options will be governed by the 2019 Stock Option and Incentive Plan and the applicable Stock Option Agreement.

Equity. Upon the commencement of your employment with the Company (the “Commencement Date”), the Company hereby grants to you, under the 2013 Stock Incentive Plan (the “Plan”), incentive stock options (or to the extent incentive stock options may not be granted, non-statutory stock options) to purchase shares of Common Stock at an exercise price equal to the closing price of the Common Stock on the Nasdaq Global Market on the Commencement Date; that the number of shares of Common Stock as to which such options shall be exercisable shall be equal to the number of shares of Common Stock that has a Black Scholes value as of the Commencement Date equal to $1,125,000 (as calculated using the same methodology that the Company then uses to calculate the value of stock awards for purposes of the Company’s financial statements); and that such grant of stock options shall be made pursuant to, and in accordance with, the terms of a stock option agreement that shall be entered into with you, containing such terms and in such form consistent with the form of agreement previously approved by the Epizyme Board of Directors and the 2013 Plan and providing generally, among other things, for such stock options to have a ten-year term and to vest over four years with 25% of the option vesting on the first anniversary of the Commencement Date and the balance of the option vesting thereafter in 36 equal monthly installments with the first such installment vesting on the date one month after the first anniversary of the Commencement Date.

Equity. On or as soon as practicable following the Effective Date, as an inducement to enter into this Agreement, the Company will grant Executive an option (the “Stock Option”) to purchase 200,000 shares of the Company’s common stock with a per-share exercise price equal to the fair market value of a share of the Company’s common stock on the date of grant, as determined by the Board or the compensation committee thereof. 1/4th of the shares underlying the Stock Option will vest and become exercisable on the one-year anniversary of the grant date, and 1/48th of the shares underlying the Stock Option will vest and become exercisable on a monthly basis thereafter, such that 100% of the shares underlying the Stock Option shall be vested and exercisable as of the four-year anniversary of the grant date, in each case so long as Executive remains employed by the Company through each applicable vesting date. The Stock Option will be subject to terms and conditions consistent with those provided in the Company’s 2014 Equity Incentive Plan, and will be governed in all respects by the terms of the stock option agreement to be entered into between Executive and the Company. Further details regarding the Stock Option will be provided to Executive upon approval of such grant by the Board.

Equity. Notwithstanding anything to the contrary in this Agreement or the applicable equity documents, if you: # comply with all obligations contained in this Agreement, excluding your obligations under the Consulting Agreement set forth in Section 5, and # timely sign and return the Termination of Services Release attached hereto as Exhibit C (the “Termination of Services Release”) the Company will accelerate the vesting of all unvested Stock Awards held by you as of the termination of the Consulting Period with respect to the portion of the shares subject thereto that would have vested during the twelve (12) month period following the termination of the Consulting Period, had you continued to provide services to the Company during such period. Furthermore, should you satisfy the conditions for receipt of the equity acceleration as set forth in the preceding sentence, effective as of the termination of the Consulting Period, your right to exercise any vested Stock Awards shall be extended until the date that is one (1) year following the termination of the Consulting Period (e.g. if the Consulting Period terminates September 16, 2021, the exercise period would be extended until September 16, 2022) (together with the equity acceleration, the “Equity Benefits”). You understand that as a result of the extended exercise period described above, applicable tax rules require that any options held by you that qualify for tax purposes as incentive stock options shall automatically be converted to non-statutory stock options for tax purposes as of the Effective Date of this Agreement according to the terms of the applicable equity incentive plan and of the Stock Awards thereunder, and that you shall consult your own tax advisor regarding the extended exercise period and the tax consequences of option transactions. Except as expressly modified herein, your Stock Awards will continue to be governed by the terms of the applicable equity incentive plan and other Stock Award documents, and your rights to exercise any vested Stock Awards shall be as set forth in the applicable equity incentive plan and/or the applicable Stock Award notices and agreements.

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 295,000 of shares of Common Stock. The Option shall vest over four years from the Start Date with 1/4 of the shares underlying such option vesting on the first year anniversary of such Start Date and the remaining 3/4 of such shares vesting in 12 equal quarterly installments following such first year 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. Each of Executive’s then outstanding Equity Awards, including awards that would otherwise vest only upon satisfaction of performance criteria subject to the following sentence, shall accelerate and become vested and exercisable as to 100% of the then unvested shares subject to the Equity Award. For awards that would otherwise vest only upon satisfaction of performance criteria, the foregoing acceleration shall be based on achievement of performance criteria at target levels, except to the extent otherwise provided in the award agreement evidencing such award. Subject to Section 4, the accelerated vesting described above shall be effective as of the Separation. “Equity Awards” means all options to purchase shares of the Company common stock as well as any and all other stock-based awards granted to the Executive, including but not limited to stock bonus awards, restricted stock, restricted stock units or stock appreciation rights

Equity. Executive shall be eligible to participate in any equity compensation plan or similar program adopted by the Company when approved by the Board and, if applicable, the Company’s shareholders, for executives at Executive’s level. The amount awarded, if any, to the Executive under any such plan shall be in the discretion of the Board or any committee administering such plan and shall be subject to the terms and conditions of any plan or program adopted or approved by the Board. Any such grants will be effective when made and shall be subject to terms and conditions to be imposed by the Board under the Company’s plans, programs or applicable award agreement.

Equity. Executive’s outstanding equity awards (the “Awards”), including those granted pursuant to the Stoke 2014 Equity Incentive Plan or the Stoke 2019 Equity Incentive Plan (as applicable, the “Plans”), shall continue to be governed by the terms the Plans and any applicable agreement. The Awards shall also be subject to the terms of Executive’s Change of Control Severance Agreement. Executive acknowledges and agrees that Executive has no right to receive any additional stock options, other awards, or any other securities of Stoke pursuant to this Agreement.

Equity. Vesting acceleration as to that portion of each time-based Equity Award (or portion thereof) that would have vested and, if applicable, become exercisable, had Executive continued to be employed by the Company or its Affiliates through the date that is twelve (12) months following the termination date.

Equity. Upon commencement of your employment, and subject to approval by the Company’s Board of Directors, the Company will recommend to the Board that you be granted a Restricted Stock Unit (“RSU”) award of 30,000 shares of Proofpoint Common Stock. The grant shall be subject to the vesting restrictions and all other terms of Proofpoint’s 2012 Equity Incentive Plan and your Restricted Stock Unit Agreement, or later adopted public company plan and related agreements.