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. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards held by the Executive (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the contrary in the Equity Documents, Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period (as such terms are defined below).

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. 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. During the Employment Term, Executive will be eligible to receive equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Board or Committee will determine in its discretion whether Executive will be granted any equity awards and the terms of any equity award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time.

Equity. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase and acquire from Seller, and Seller shall sell, convey, transfer, assign and deliver to Buyer, all right, title and interest (record and beneficial) in and to the Equity, free and clear of all Liens (other than restrictions imposed on transfer under applicable federal and state securities Laws or regulations). The purchase price to be paid by Buyer to Seller with respect to the Equity shall consist of # delivery at the Closing of a promissory note in the form attached as [Exhibit G] (the “Closing Note”), which will be distributed by Seller to the Seller Stockholders following the Closing as part of a plan of liquidation and will be payable to Seller Stockholders in accordance with their Pro Rata Shares on the first Business Day following the Closing by wire transfer of immediately available funds to the accounts designated by Seller in the Consideration Spreadsheet, of an amount equal to # the Estimated Transaction Consideration, minus # the Indemnity Escrow Amount, minus # the Adjustment Escrow Amount, minus # Seller Stockholder Representative Expense Fund, and # the Post-Closing Adjustment. Buyer is not assuming and shall not assume any obligations or Liabilities under # any options or warrants to purchase or otherwise acquire any shares of Seller Common Stock or other Equity Interests, or # any other direct or indirect rights to acquire any shares of Seller Common Stock or other Equity Interests. Seller shall take all actions necessary or appropriate, including providing any such required notices, so that any such options, warrants or other direct or indirect rights to acquire Equity or other Equity Interests in the Company are terminated as of the Closing. The Transaction is intended to be a purchase of the equity interests of the Company.

Equity. In further consideration of the terms of this Agreement, the Parties agree to the following in regard to Fartaj's vested, partially vested, and unvested equity with both PFSI and PMT:

Equity. Consultant will receive an option grant of 5,781 shares of Company stock at the prevailing option price as determined by the Board of Directors (and subject to the other terms and conditions of the Company’s Equity Incentive Plan), vesting in equal amounts monthly over 36 months beginning from the Effective Date.

Equity. Vesting acceleration of one hundred percent (100%) of Executive’s outstanding unvested Equity Awards on the date of Executive’s termination. If, however, an outstanding Equity Award is to vest and/or the amount of the Equity Award to vest is to be determined based on the achievement of performance criteria, then the Equity Award will vest as to one hundred percent (100%) of the amount of the Equity Award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provided in the applicable award agreement.

Equity. If a Change in Control occurs during the Double‑Trigger Period, Employee will receive vesting acceleration of one hundred percent (100%) of Employee’s equity awards that are outstanding and unvested as of the Termination Date; provided, however, that if such an outstanding equity award is to vest and/or the amount of such equity award to vest is to be determined based on the achievement of performance criteria, then such equity award will vest as to one hundred percent (100%) of the amount of the equity award assuming the performance criteria had been achieved at target levels for the relevant performance period(s), unless otherwise provided in the applicable award agreement (such vesting acceleration under this Section 4.b.iv, the “Vesting Acceleration”).