EQUITY. You were granted options to purchase shares of the Company’s common stock, pursuant to the Company’s 2012 Equity Incentive Plan (the “Plan”). Except as specifically provided with respect to accelerated vesting under certain conditions set forth in Section 1(e) above and with respect to an extended exercise period under certain conditions set forth in Section 3(c) above, vesting will cease as of the Separation Date and, your rights to exercise any vested options shall be as set forth in the applicable stock option grant notice, stock option agreement, and/or the Plan and your options shall continue to be governed by the terms of the applicable grant notices, stock option agreements and the Plan.

Equity. In addition to the equity awards currently outstanding, Executive will be eligible to be considered for the grant of stock options and/or other equity-based awards commensurate with Executive’s position and responsibilities. The amount, terms and conditions of any stock option or other equity-based award will be determined by the Board of Directors or an appropriate committee thereof in its discretion and set forth in the applicable equity plan and other documents governing the award.

Equity. Each of Participant’s then-outstanding unvested Equity Awards, other than Performance Awards (as defined below), shall accelerate and become vested and exercisable or settled with respect to the Acceleration Multiple (Other than During a Change in Control Period). With respect to awards that would otherwise vest only upon satisfaction of performance criteria (“Performance Awards”), the vesting will accelerate as set forth in the terms of the applicable Performance 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; provided, however, if the performance metric is for a period longer than twelve (12) months, the vesting shall occur if the metric is actually met during the time period indicated in the grant. 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. Subject to the approval of the Board of Directors of the Company, and in consideration of your agreement in [Section 8] to adhere to the non-competition provisions set forth in the Non-Competition Agreement (as defined below), the Company may grant to you an option (the “Option”) for the purchase of 250,000 shares of common stock of the Company at a price per share equal to the fair market value at the time of Board approval. Additionally, the Company may grant to you a restricted stock unit (the “RSU”) for 50,000 shares of common stock of the Company. The Option and RSU shall be subject to the terms of the Company’s 2020 Stock Incentive Plan (the “2020 Plan”) and other provisions set forth in a separate option and restricted stock unit agreement.

Equity. The equity awards held by or awarded to the Executive, including, without limitation, any unvested shares of restricted common stock issued by the Company in exchange for membership interests of [[Company:Organization]] LLC on or about June 17, 2020, 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. The Executive shall be provided the following equity incentive interests and/or rights to purchase equity interests in Parent:

Equity. On the Start Date, the Company shall award Executive a stock option under its 2017 Stock Incentive Plan (the “Plan”) to purchase 135,000 shares of the Company’s common stock at a per share exercise price equal to the fair market value (as defined in the Plan) of the Company’s common stock on such date (the “Option”). The Option will be evidenced in writing by, and subject to the terms of, the Company’s standard form of stock option agreement, which agreement will specify vesting over four (4) years, 25% on the first anniversary of the Start Date with the balance to vest in equal monthly installments over the following 36 months and exercise of vested options for up to ten (10) years except as otherwise provided in the stock option agreement or by the Plan. Commencing in fiscal year 2019, Executive will be eligible to be considered for the grant of stock options and/or other equity-based awards commensurate with Executive’s position and responsibilities. The amount, terms and conditions of any stock option or other equity-based award will be determined by the Board of Directors or an appropriate committee thereof in its discretion and set forth in the applicable equity plan and other documents governing the award.

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. 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.