Form 8-K

8-K — Protagonist Therapeutics, Inc

Accession: 0001104659-26-075777

Filed: 2026-06-18

Period: 2026-06-17

CIK: 0001377121

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — tm2618251d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2618251d1_ex10-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2618251d1_8k.htm · Sequence: 1

false

0001377121

2026-06-17

iso4217:USD

xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section

13 or 15(d)

of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event

reported): June 17, 2026

PROTAGONIST THERAPEUTICS, INC.

(Exact name of registrant as specified

in its charter)

Delaware

001-37852

98-0505495

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Protagonist Therapeutics, Inc.

7707 Gateway Blvd., Suite 140

Newark, California 94560-1160

(Address of principal executive offices,

including zip code)

(510) 474-0170

(Registrant’s telephone number, including

area code)

Not Applicable

(Former name or former address, if changed

since last report.)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, par value $0.00001

PTGX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging

growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging

growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any

new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

On June 17, 2026, Protagonist Therapeutics, Inc., a Delaware corporation (the “Company”), held its 2026 Annual Meeting of

Stockholders (the “Annual Meeting”). As of the close of business on April 22, 2026, the record date for the Annual Meeting,

there were 64,305,185 shares of common stock, par value $0.00001 per share (the “Common Stock”), entitled to vote at the meeting.

Item 5.02. Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of

Certain Officers.

At the Annual Meeting, the Company’s stockholders

approved the adoption of the Company’s 2026 Equity Incentive Plan (the “2026 Plan”). The 2026 Plan replaces the Company’s

2016 Equity Incentive Plan (the “2016 Plan”) and provides for the issuance of shares of up to (A) the sum of (i) the

shares that remain available for grant under the 2016 Plan as of June 17, 2026 (the “Effective Date”) plus (ii) 650,000

new shares plus (B) shares subject to outstanding stock awards under the 2016 Plan as of the Effective Date that, after such date,

expire or terminate for any reason prior to exercise or settlement, are forfeited because of the failure to meet a contingency or condition

required to vest such shares or otherwise return to the Company, or are reacquired, withheld (or not issued) to satisfy a tax withholding

obligation in connection with an award or to satisfy the purchase price or exercise price of an award. Awards granted under the 2026 Plan

may consist of stock options, both incentive and “non-qualified” stock options; stock appreciation rights; restricted stock

and restricted stock units; and other stock-based awards, any of which may be subject to the achievement of performance goals.

For additional information regarding the 2026 Plan,

please refer to the heading “Summary of the 2026 Plan” contained in Proposal 4 of the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”), which description

is incorporated herein by reference.

The foregoing description of the 2026 Plan and

the summary contained in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full

text of the 2026 Plan, a copy of which is filed as Exhibit 10.1 with this Current Report on Form 8-K and is incorporated herein

by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the stockholders voted on

the four proposals listed below. The proposals are described in detail in the Proxy Statement. The results of the proposals voted upon

at the Annual Meeting were:

Proposal 1 — To elect the two Class I

director nominees to hold office until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

Each of the two nominees was so elected, with the votes thereon as follows:

Final Voting Results

Nominee

For

Withheld

Broker Non-Votes

Dinesh V. Patel, Ph.D.

48,714,702

7,875,311

2,819,234

Lewis T. “Rusty” Williams, M.D., Ph.D.

45,371,193

11,218,820

2,819,234

Proposal 2 — To approve, on a non-binding,

advisory basis, the compensation of the Company’s named executive officers. This proposal was approved by the requisite vote, with

the votes thereon as follows:

Final Voting Results

For

Against

Abstentions

Broker Non-Votes

53,412,559

3,164,702

12,752

2,819,234

Proposal 3 — To ratify the selection

of Ernst & Young LLP as the Company’s independent registered public accounting firm for its fiscal year ending December 31,

2026. This proposal was approved by the requisite vote, with the votes thereon as follows:

Final Voting Results

For

Against

Abstentions

Broker Non-Votes

59,371,487

28,221

9,539

—

Proposal 4 — To approve the adoption

of the Company’s 2026 Equity Incentive Plan. This proposal was approved by the requisite vote, with the votes thereon as follows:

Final Voting Results

For

Against

Abstentions

Broker Non-Votes

47,745,562

8,826,703

17,748

2,819,234

No other matters were submitted for

stockholder action.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

10.1

Protagonist

Therapeutics, Inc. 2026 Equity Incentive Plan.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Protagonist Therapeutics, Inc.

Dated: June 18, 2026

By:

/s/ Asif Ali

Asif Ali

Executive Vice President, Chief Financial Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2618251d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Protagonist Therapeutics, Inc.

2026

Equity Incentive Plan

Adopted By The Board Of Directors:

March 24, 2026

Approved

by the Stockholders: June 17, 2026

General.

(a) Successor

to and Continuation of Prior Plan. The Plan originally became effective on the Effective Date as the successor to and continuation

of the Protagonist Therapeutics, Inc. 2016 Equity Incentive Plan, as amended (the “Prior Plan”). From

and after receipt of stockholder approval of the Plan on the Effective Date, no additional awards may be granted under the Prior Plan. All

Awards granted on or after receipt of stockholder approval of the Plan on the Effective Date will be granted under this Plan. All awards

granted under the Prior Plan will remain subject to the terms of the Prior Plan.

(i) Any shares

that would otherwise remain available for future grants under the Prior Plan as of the Effective Date (the “Prior Plan’s

Available Reserve”) will cease to be available under the Prior Plan at such time. Instead, that number of shares of

Common Stock equal to the Prior Plan’s Available Reserve will be added to the Share Reserve (as further described in Section 3(a) below)

and be then immediately available for grants and issuance pursuant to Stock Awards hereunder, up to the maximum number set forth in Section 3(a) below.

(ii) In addition,

from and after the Effective Date, with respect to the aggregate number of shares subject, at such time, to outstanding stock awards granted

under the Prior Plan that (1) expire or terminate for any reason prior to exercise or settlement; (2) are forfeited because

of the failure to meet a contingency or condition required to vest such shares or otherwise return to the Company; or (3) are reacquired,

withheld (or not issued) to satisfy a tax withholding obligation in connection with an award or to satisfy the purchase price or exercise

price of a stock award (such shares the “Returning Shares”) will immediately be added to the Share Reserve (as

further described in Section 3(a) below) as and when such a share becomes a Returning Share.

(b) Eligible

Award Recipients. Employees, Directors and Consultants are eligible to receive Awards.

Awards. The Plan provides for the grant of the following Awards, any of which may be subject to the achievement of Performance

Goals: (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights (iv) Restricted

Stock Awards, (v) Restricted Stock Unit Awards, and (vi) Other Stock Awards.

(d) Purpose. The

Plan, through the granting of Awards, is intended to help the Company secure and retain the services of eligible award recipients, provide

incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and provide a means by which the

eligible recipients may benefit from increases in value of the Common Stock.

Administration.

(a) Administration

by Board. The Board will administer the Plan. The Board may delegate administration of the Plan to a Committee or Committees,

as provided in Section 2(c).

(b) Powers

of Board. The Board will have the power, subject to, and within the limitations of, the express provisions of the Plan:

(i) To determine

(A) who will be granted Awards; (B) when and how each Award will be granted; (C) what type of Award will be granted; (D) the

provisions of each Award (which need not be identical), including when a person will be permitted to exercise or otherwise receive cash

or Common Stock under the Award; (E) the number of shares of Common Stock subject to, or the cash value of, an Award; and (F) the

Fair Market Value applicable to a Stock Award.

(ii) To construe

and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations for administration of

the Plan and Awards. The Board, in the exercise of these powers, may correct any defect, omission or inconsistency in the Plan or

in any Award Agreement, in a manner and to the extent it will deem necessary or expedient to make the Plan or Award fully effective.

(iii) To

settle all controversies regarding the Plan and Awards granted under it.

(iv) To accelerate,

in whole or in part, or to extend, in whole or in part, the time during which an Award may be exercised or vest, or at which cash or shares

of Common Stock may be issued.

(v) To suspend

or terminate the Plan at any time. Except as otherwise provided in the Plan or an Award Agreement, suspension or termination of the

Plan will not materially impair a Participant’s rights under his or her then-outstanding Award without his or her written consent

except as provided in subsection (viii) below.

(vi) To amend

the Plan in any respect the Board deems necessary or advisable, including, without limitation, by adopting amendments relating to Incentive

Stock Options and certain nonqualified deferred compensation under Section 409A of the Code and/or to make the Plan or Awards granted

under the Plan exempt from or compliant with the requirements for Incentive Stock Options or exempt from or compliant with the requirements

for nonqualified deferred compensation under Section 409A of the Code, subject to the limitations, if any, of applicable law. However,

if required by applicable law or listing requirements, and except as provided in Section 9(a) relating to Capitalization Adjustments,

the Company will seek stockholder approval of any amendment of the Plan that (A) materially increases the number of shares of Common

Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Awards under the

Plan, (C) materially increases the benefits accruing to Participants under the Plan, including an action described in Section 5(m) below,

(D) materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (E) materially extends

the term of the Plan, or (F) materially expands the types of Awards available for issuance under the Plan. Except as otherwise

provided in the Plan (including subsection (viii) below) or an Award Agreement, no amendment of the Plan will materially impair a

Participant’s rights under an outstanding Award unless (1) the Company requests the consent of the affected Participant, and

(2) such Participant consents in writing.

(vii) To

submit any amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the

requirements of (A) Section 422 of the Code regarding incentive stock options or (B) Rule 16b-3.

(viii) To

approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including, but not limited

to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified

limits in the Plan that are not subject to Board discretion; provided however, that a Participant’s rights under

any Award will not be impaired by any such amendment unless (A) the Company requests the consent of the affected Participant, and

(B) such Participant consents in writing. Notwithstanding the foregoing, (1) a Participant’s rights will not be deemed

to have been impaired by any such amendment if the Board, in its sole discretion, determines that the amendment, taken as a whole, does

not materially impair the Participant’s rights, and (2) subject to the limitations of applicable law, if any, the Board may

amend the terms of any one or more Awards without the affected Participant’s consent (A) to maintain the qualified status of

the Award as an Incentive Stock Option under Section 422 of the Code; (B) to change the terms of an Incentive Stock Option,

if such change results in impairment of the Award solely because it impairs the qualified status of the Award as an Incentive Stock Option

under Section 422 of the Code; (C) to clarify the manner of exemption from, or to bring the Award into compliance with, Section 409A

of the Code; or (D) to comply with other applicable laws or listing requirements.

(ix) Generally,

to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company

and that are not in conflict with the provisions of the Plan or Awards.

(x) To adopt

such procedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants

who are foreign nationals or employed outside the United States or allow Awards to qualify for special tax treatment in a foreign jurisdiction

(provided that Board approval will not be necessary for immaterial modifications to the Plan or any Award Agreement that are required

for compliance with the laws of the relevant foreign jurisdiction).

to Committee.

(i) General. The

Board may delegate some or all of the administration of the Plan to a Committee or Committees. If administration of the Plan is delegated

to a Committee, the Committee will have, in connection with the administration of the Plan, the powers theretofore possessed by the Board

that have been delegated to the Committee, including the power to delegate to a subcommittee of the Committee any of the administrative

powers the Committee is authorized to exercise (and references in this Plan to the Board will thereafter be to the Committee or subcommittee). Any

delegation of administrative powers will be reflected in the charter of the Committee to which the delegation is made, or resolutions,

not inconsistent with the provisions of the Plan, adopted from time to time by the Board or Committee (as applicable). The Committee

may, at any time, abolish the subcommittee and/or revest in the Committee any powers delegated to any subcommittee. Unless otherwise

provided by the Board, delegation of authority by the Board to a Committee, or to an Officer pursuant to Section 2(d), does not limit

the authority of the Board, which may continue to exercise any authority so delegated and may concurrently administer the Plan with the

Committee and may, at any time, revest in the Board some or all of the powers previously delegated.

(ii) Rule 16b-3

Compliance. The Committee may consist solely of two or more Non-Employee Directors, in accordance with Rule 16b-3.

(d) Delegation to

an Officer. The Board may delegate to one or more Officers the authority to do one or both of the following (i) designate

Employees who are not Officers to be recipients of Stock Awards and, to the extent permitted by applicable law, the terms of such Awards

and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to such Employees; provided,

however, that the Board resolutions regarding such delegation will specify the following: (1) the total number of shares of Common

Stock that may be subject to the Stock Awards granted by such Officer, (2) the time period during which such Stock Awards may be

granted and the time period during which the shares of Common Stock issuable upon exercise of a Stock Award may be issued, (3) a

minimum amount of consideration (if any) for which such Stock Awards may be issued and a minimum amount of consideration for the shares

of Common Stock issuable upon the exercise of a Stock Award, and (4) that such Officer may not grant a Stock Award to himself or

herself. Any such Stock Awards will be granted on the form of Award Agreement most recently approved for use by the Committee or

the Board, unless otherwise provided in the resolutions approving the delegation authority.

(e) Effect

of Board’s Decision. All determinations, interpretations and constructions made by the Board (or a duly authorized Committee,

subcommittee or Officer exercising powers delegated by the Board under this Section 2) in good faith will not be subject to review

by any person and will be final, binding and conclusive on all persons.

Shares Subject To The Plan.

(a) Share

Reserve. Subject to Section 9(a) relating to Capitalization Adjustments, the aggregate number of shares of Common Stock

that may be issued pursuant to Stock Awards will not exceed the sum of (A) (i) the Prior Plan’s Available Reserve and

(ii) 650,000 new shares plus (B) the Returning Shares, if any, which become available for grant under this Plan from time to

time (such aggregate number of shares described in (A) and (B) above, the “Share Reserve”).

For clarity, the Share

Reserve in this Section 3(a) is a limitation on the number of shares of Common Stock that may be issued pursuant to the Plan. Accordingly,

this Section 3(a) does not limit the granting of Stock Awards except as provided in Section 7(a). Shares may be issued

in connection with a merger or acquisition as permitted by Nasdaq Listing Rule 5635(c) or, if applicable, NYSE Listed Company

Manual Section 303A.08, AMEX Company Guide Section 711 or other applicable rule, and such issuance will not reduce the number

of shares available for issuance under the Plan.

(b) Reversion

of Shares to the Share Reserve. If a Stock Award or any portion thereof (i) expires or otherwise terminates without all

of the shares covered by such Stock Award having been issued or (ii) is settled in cash (i.e., the Participant receives cash

rather than stock), such expiration, termination or settlement will not reduce (or otherwise offset) the number of shares of Common Stock

that may be available for issuance under the Plan. If any shares of Common Stock issued pursuant to a Stock Award are forfeited back

to or repurchased by the Company because of the failure to meet a contingency or condition required to vest such shares in the Participant,

then the shares that are forfeited or repurchased will revert to and again become available for issuance under the Plan. Any shares

retained or reacquired by the Company in satisfaction of tax withholding obligations on a Stock Award or as consideration for the exercise

or purchase price of a Stock Award will again become available for issuance under the Plan.

Stock Option Limit. Subject to the Share Reserve and Section 9(a) relating to Capitalization Adjustments, the aggregate

maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options will be 4,000,000 shares

of Common Stock.

(d) Limitation

on Grants to Non-Employee Directors. The maximum number of shares of Common Stock subject to Stock Awards granted under the Plan

or otherwise during any one fiscal year to any Non-Employee Director, taken together with any cash fees paid by the Company to such Non-Employee

Director during such fiscal year for service on the Board, will not exceed $750,000 in total value, or $1,250,000 with respect to a Non-Employee

Director’s first year of service (calculating the value of any such Stock Awards based on the grant date fair value of such Stock

Awards for financial reporting purposes). The Board may make exceptions to the applicable limit in this Section 3(d) for individual

Non-Employee Directors in extraordinary circumstances (for example, to compensate such individual for interim service in the capacity

of an officer of the Company), as the Board may determine in its discretion, provided that the Non-Employee Director receiving such additional

compensation may not participate in the decision to award such compensation.

(e) Source

of Shares. The stock issuable under the Plan will be shares of authorized but unissued or reacquired Common Stock, including

shares repurchased by the Company on the open market or otherwise.

Eligibility.

(a) Eligibility

for Specific Stock Awards. Incentive Stock Options may be granted only to employees of the Company or a “parent corporation”

or “subsidiary corporation” thereof (as such terms are defined in Sections 424(e) and 424(f) of the Code). Stock

Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; provided, however, that Stock Awards

may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the

Company, as such term is defined in Rule 405, unless (i) the stock underlying such Stock Awards is treated as “service

recipient stock” under Section 409A of the Code (for example, because the Stock Awards are granted pursuant to a Transaction

such as a spin off transaction), (ii) the Company, in consultation with its legal counsel, has determined that such Stock Awards

are otherwise exempt from Section 409A of the Code, or (iii) the Company, in consultation with its legal counsel, has determined

that such Stock Awards comply with the distribution requirements of Section 409A of the Code.

(b) Ten

Percent Stockholders. A Ten Percent Stockholder will not be granted an Incentive Stock Option unless the exercise price of such

Option is at least 110% of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five years

from the date of grant.

Provisions Relating To Options And Stock Appreciation Rights.

Each Option or SAR will

be in such form and will contain such terms and conditions as the Board deems appropriate. All Options will be separately designated

Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or

certificates will be issued for shares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically

designated as an Incentive Stock Option, or if an Option is designated as an Incentive Stock Option but some portion or all of the Option

fails to qualify as an Incentive Stock Option under the applicable rules, then the Option (or portion thereof) will be a Nonstatutory

Stock Option. The provisions of separate Options or SARs need not be identical; provided, however, that each Award Agreement

will conform to (through incorporation of provisions hereof by reference in the applicable Award Agreement or otherwise) the substance

of each of the following provisions:

(a) Term. Subject

to the provisions of Section 4(b) regarding Ten Percent Stockholders, no Option or SAR will be exercisable after the expiration

of ten years from the date of its grant or such shorter period specified in the Award Agreement.

(b) Exercise

Price. Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise or strike price of

each Option or SAR will be not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the

Award is granted. Notwithstanding the foregoing, an Option or SAR may be granted with an exercise or strike price lower than 100%

of the Fair Market Value of the Common Stock subject to the Award if such Award is granted pursuant to an assumption of or substitution

for another option or stock appreciation right pursuant to a Transaction and in a manner consistent with the provisions of Section 409A

of the Code and, if applicable, Section 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents.

Price for Options. The purchase price of Common Stock acquired pursuant to the exercise of an Option may be paid, to the extent

permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth

below. The Board will have the authority to grant Options that do not permit all of the following methods of payment (or otherwise

restrict the ability to use certain methods) and to grant Options that require the consent of the Company to use a particular method of

payment. The permitted methods of payment are as follows:

(i) by cash,

check, bank draft or money order payable to the Company;

(ii) pursuant

to a program developed under Regulation T as promulgated by the Federal Reserve Board or a successor regulation, or a similar rule in

a foreign jurisdiction of domicile of a Participant, that, prior to or contemporaneously with the issuance of the stock subject to the

Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate

exercise price to the Company from the sales proceeds;

(iii) by

delivery to the Company (either by actual delivery or attestation) of shares of Common Stock;

(iv) if an

Option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company will reduce the number

of shares of Common Stock issuable upon exercise by the largest whole number of shares with a Fair Market Value that does not exceed the

aggregate exercise price; provided, however, that the Company will accept a cash or other payment from the Participant to

the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be

issued. Shares of Common Stock will no longer be subject to an Option and will not be exercisable thereafter to the extent that (A) shares

issuable upon exercise are used to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to

the Participant as a result of such exercise, and (C) shares are withheld to satisfy tax withholding obligations; or

(v) in any

other form of legal consideration that may be acceptable to the Board and specified in the applicable Award Agreement.

(d) Exercise

and Payment of a SAR. To exercise any outstanding SAR, the Participant must provide written notice of exercise to the Company

in compliance with the provisions of the Award Agreement evidencing such SAR. The appreciation distribution payable on the exercise

of a SAR will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise

of the SAR) of a number of shares of Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under

such SAR, and with respect to which the Participant is exercising the SAR on such date, over (B) the aggregate strike price of the

number of Common Stock equivalents with respect to which the Participant is exercising the SAR on such date. The appreciation distribution

may be paid in Common Stock, in cash, in any combination of the two or in any other form of consideration, as determined by the Board

and contained in the Award Agreement evidencing such SAR.

(e) Transferability

of Options and SARs. The Board may, in its sole discretion, impose such limitations on the transferability of Options and SARs

as the Board will determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the

transferability of Options and SARs will apply:

(i) Restrictions

on Transfer. An Option or SAR will not be transferable except by will or by the laws of descent and distribution (and pursuant

to subsections (ii) and (iii) below), and will be exercisable during the lifetime of the Participant only by the Participant. The

Board may permit transfer of the Option or SAR in a manner that is not prohibited by applicable tax and securities laws. Except as explicitly

provided herein, neither an Option nor a SAR may be transferred for consideration.

(ii) Domestic

Relations Orders. Subject to the approval of the Board or a duly authorized Officer, an Option or SAR may be transferred pursuant

to the terms of a domestic relations order, official marital settlement agreement or other divorce or separation instrument as permitted

by Treasury Regulation 1.421-1(b)(2). If an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock

Option as a result of such transfer.

(iii) Beneficiary

Designation. Subject to the approval of the Board or a duly authorized Officer, a Participant may, by delivering written notice

to the Company, in a form approved by the Company (or the designated broker), designate a third party who, upon the death of the Participant,

will thereafter be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. In

the absence of such a designation, upon the death or the Participant, the executor or administrator of the Participant’s estate

will be entitled to exercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. However,

the Company may prohibit designation of a beneficiary at any time, including due to any conclusion by the Company that such designation

would be inconsistent with the provisions of applicable laws.

(f) Vesting

Generally. The total number of shares of Common Stock subject to an Option or SAR may vest and therefore become exercisable in

periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms and conditions on the time

or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board

may deem appropriate. The vesting provisions of individual Options or SARs may vary. The provisions of this Section 5(f) are

subject to any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised.

(g) Termination

of Continuous Service. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant

and the Company, if a Participant’s Continuous Service terminates (other than for Cause and other than upon the Participant’s

death or Disability), the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise

such Award as of the date of termination of Continuous Service) within the period of time ending on the earlier of (i) the date three

months following the termination of the Participant’s Continuous Service (or such longer or shorter period specified in the applicable

Award Agreement) and (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination

of Continuous Service, the Participant does not exercise his or her Option or SAR (as applicable) within the applicable time frame, the

Option or SAR will terminate.

(h) Extension

of Termination Date. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant

and the Company, if the exercise of an Option or SAR following the termination of the Participant’s Continuous Service

(other than for Cause and other than upon the Participant’s death or Disability) would be prohibited at any time solely because

the issuance of shares of Common Stock would violate the registration requirements under the Securities Act, then the Option or SAR will

terminate on the earlier of (i) the expiration of a total period of time (that need not be consecutive) equal to the applicable post

termination exercise period after the termination of the Participant’s Continuous Service during which the exercise of the Option

or SAR would not be in violation of such registration requirements, and (ii) the expiration of the term of the Option or SAR as set

forth in the applicable Award Agreement. In addition, unless otherwise provided in a Participant’s Award Agreement, if the

sale of any Common Stock received on exercise of an Option or SAR following the termination of the Participant’s Continuous Service

(other than for Cause) would violate the Company’s insider trading policy, then the Option or SAR will terminate on the earlier

of (i) the expiration of a period of months (that need not be consecutive) equal to the applicable post-termination exercise period

after the termination of the Participant’s Continuous Service during which the sale of the Common Stock received upon exercise of

the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of

the Option or SAR as set forth in the applicable Award Agreement.

(i) Disability

of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and

the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant

may exercise his or her Option or SAR (to the extent that the Participant was entitled to exercise such Option or SAR as of the date of

termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date 12 months following

such termination of Continuous Service (or such longer or shorter period specified in the Award Agreement) and (ii) the expiration

of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant

does not exercise his or her Option or SAR within the applicable time frame, the Option or SAR (as applicable) will terminate.

(j) Death

of Participant. Except as otherwise provided in the applicable Award Agreement or other agreement between the Participant and

the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the

Participant dies within the period (if any) specified in the Award Agreement for exercisability after the termination of the Participant’s

Continuous Service for a reason other than death, then the Option or SAR may be exercised (to the extent the Participant was entitled

to exercise such Option or SAR as of the date of death) by the Participant’s estate, by a person who acquired the right to exercise

the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death,

but only within the period ending on the earlier of (i) the date 18 months following the date of death (or such longer or shorter

period specified in the Award Agreement) and (ii) the expiration of the term of such Option or SAR as set forth in the Award Agreement. If,

after the Participant’s death, the Option or SAR is not exercised within the applicable time frame, the Option or SAR (as applicable)

will terminate.

(k) Termination

for Cause. Except as explicitly provided otherwise in a Participant’s Award Agreement or other individual written agreement

between the Company or any Affiliate and the Participant, if a Participant’s Continuous Service is terminated for Cause, the Option

or SAR will terminate immediately upon such Participant’s termination of Continuous Service, and the Participant will be prohibited

from exercising his or her Option or SAR from and after the time of such termination of Continuous Service. If a Participant’s

Continuous Service is suspended pending an investigation of the existence of Cause, all of the Participant’s rights under the Option

or SAR will also be suspended during the investigation period.

(l) Non-Exempt

Employees. If an Option or SAR is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards

Act of 1938, as amended, the Option or SAR will not be first exercisable for any shares of Common Stock until at least six months following

the date of grant of the Option or SAR (although the Award may vest prior to such date). Consistent with the provisions of the Worker

Economic Opportunity Act, (i) if such non-exempt Employee dies or suffers a Disability, (ii) upon a Corporate Transaction in

which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s

retirement (as such term may be defined in the Participant’s Award Agreement, in another agreement between the Participant and the

Company, or, if no such definition, in accordance with the Company’s then current employment policies and guidelines), the vested

portion of any Options and SARs may be exercised earlier than six months following the date of grant. The foregoing provision

is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or

SAR will be exempt from his or her regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic

Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting or issuance of any

shares under any other Stock Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 5(l) will

apply to all Stock Awards and are hereby incorporated by reference into such Stock Award Agreements.

(m) No

Option or SAR Repricing. Except as provided upon the occurrence of a corporate event as described in Section 9, no Option

or SAR granted under the Plan may be (i) amended to decrease the exercise price thereof, (ii) cancelled in exchange for the

grant of any new Option or SAR with a lower exercise price, (iii) cancelled in exchange for the grant of any Restricted Stock Award,

Restricted Stock Unit Award or any other Stock Award that is not an Option or SAR, (iv) repurchased by the Company or any Subsidiary,

(v) otherwise subject to any action that would be treated under generally accepted accounting principles as a “repricing”

of such Option or SAR, or (vi) amended, modified, or otherwise altered by any other action that has the same effect as any of the

foregoing, in each case unless such action is first approved by the Company’s stockholders.

(l) No

Dividends or Dividend Equivalents. No Options or SARs granted under this Plan may provide for the payment of dividends or dividend

equivalents thereon.

Provisions Of Stock Awards Other Than Options And Sars.

(a) Restricted

Stock Awards. Each Restricted Stock Award Agreement will be in such form and will contain such terms and conditions as the Board

deems appropriate. To the extent consistent with the Company’s bylaws, at the Board’s election, shares of Common Stock

may be (i) held in book entry form subject to the Company’s instructions until any restrictions relating to the Restricted

Stock Award lapse; or (ii) evidenced by a certificate, which certificate will be held in such form and manner as determined by the

Board. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of

separate Restricted Stock Award Agreements need not be identical. Each Restricted Stock Award Agreement will conform to (through

incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions:

(i) Consideration. A

Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or money order payable to the Company, (B) past

services to the Company or an Affiliate, or (C) any other form of legal consideration (including future services) that may be acceptable

to the Board, in its sole discretion, and permissible under applicable law.

(ii) Vesting. Shares

of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting

schedule and subject to such conditions as may be determined by the Board (which may be based on the satisfaction of Performance Goals

or other criteria).

(iii) Termination

of Participant’s Continuous Service. If a Participant’s Continuous Service terminates, the Company may receive through

a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by the Participant that have not vested as

of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement.

(iv) Transferability. Rights

to acquire shares of Common Stock under the Restricted Stock Award Agreement will be transferable by the Participant only upon such terms

and conditions as are set forth in the Restricted Stock Award Agreement, as the Board will determine in its sole discretion, so long as

Common Stock awarded under the Restricted Stock Award Agreement remains subject to the terms of the Restricted Stock Award Agreement.

(v) Dividends. Any

dividends paid on Restricted Stock will be subject to the same vesting and forfeiture restrictions as apply to the shares subject to the

Restricted Stock Award to which they relate. For avoidance of doubt, no dividends or dividend equivalents shall be paid out or settled

unless and until, and then only to the extent that, the underlying Award vests.

(b) Restricted

Stock Unit Awards. Each Restricted Stock Unit Award Agreement will be in such form and will contain such terms and conditions

as the Board deems appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time,

and the terms and conditions of separate Restricted Stock Unit Award Agreements need not be identical. Each Restricted Stock Unit

Award Agreement will conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance

of each of the following provisions:

(i) Consideration. At

the time of grant of a Restricted Stock Unit Award, the Board will determine the consideration, if any, to be paid by the Participant

upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid (if any) by the Participant

for each share of Common Stock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable

to the Board, in its sole discretion, and permissible under applicable law.

(ii) Vesting. At

the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on or conditions to the vesting of the

Restricted Stock Unit Award as it, in its sole discretion, deems appropriate (which may be based on the satisfaction of Performance Goals

or other criteria).

(iii) Payment. A

Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or

in any other form of consideration, as determined by the Board and contained in the Restricted Stock Unit Award Agreement.

(iv) Additional

Restrictions. At the time of the grant of a Restricted Stock Unit Award, the Board, as it deems appropriate, may impose such

restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock

Unit Award to a time after the vesting of such Restricted Stock Unit Award.

(v) Dividend

Equivalents. Dividend equivalents may be credited in respect of shares of Common Stock covered by a Restricted Stock Unit Award,

as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such

dividend equivalents may be converted into additional shares of Common Stock covered by the Restricted Stock Unit Award in such manner

as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend

equivalents will be subject to all of the same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they

relate. For avoidance of doubt, no dividends or dividend equivalents shall be paid out or settled unless and until, and then only to the

extent that, the underlying Award vests.

(vi) Termination

of Participant’s Continuous Service. Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement,

such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon the Participant’s termination of Continuous

Service.

Stock Awards. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on, Common Stock, including

the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market

Value of the Common Stock at the time of grant) may be granted either alone or in addition to Stock Awards provided for under Section 5

and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board will have sole and complete

authority to determine the persons to whom and the time or times at which such Other Stock Awards will be granted, the number of shares

of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions

of such Other Stock Awards, including any vesting provisions thereof (which may be based on the satisfaction of Performance Goals or other

criteria). No dividends or dividend equivalents shall be paid out or settled on any Other Stock Award unless and until, and then only

to the extent that, the underlying Award vests.

Covenants Of The Company.

(a) Availability

of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding

Stock Awards.

(b) Securities

Law Compliance. The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such

authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided,

however, that this undertaking will not require the Company to register under the Securities Act the Plan, any Stock Award or any

Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable cost, the Company

is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful

issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common

Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant

of an Award or the subsequent issuance of cash or Common Stock pursuant to the Award if such grant or issuance would be in violation of

any applicable securities law.

Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder

as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise

advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The

Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.

Miscellaneous.

(a) Use

of Proceeds from Sales of Common Stock. Proceeds from the sale of shares of Common Stock pursuant to Stock Awards will constitute

general funds of the Company.

(b) Corporate

Action Constituting Grant of Awards. Corporate action constituting a grant by the Company of an Award to any Participant will

be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument,

certificate, or letter evidencing the Award is communicated to, or actually received or accepted by, the Participant. In the event

that the corporate records (e.g., Board consents, resolutions or minutes) documenting the corporate action approving the grant contain

terms (e.g., exercise price, vesting schedule or number of shares) that are inconsistent with those in the Award Agreement or related

grant documents as a result of a clerical error in the papering of the Award Agreement or related grant documents, the corporate records

will control and the Participant will have no legally binding right to the incorrect term in the Award Agreement or related grant documents.

Rights. No Participant will be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares

of Common Stock subject to an Award unless and until (i) such Participant has satisfied all requirements for exercise of, or the

issuance of shares of Common Stock under, the Award pursuant to its terms, and (ii) the issuance of the Common Stock subject to such

Award has been entered into the books and records of the Company.

(d) No

Employment or Other Service Rights. Nothing in the Plan, any Award Agreement or any other instrument executed thereunder or in

connection with any Award granted pursuant thereto will confer upon any Participant any right to continue to serve the Company or an Affiliate

in the capacity in effect at the time the Award was granted or will affect the right of the Company or an Affiliate to terminate (i) the

employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms

of such Consultant’s agreement with the Company or an Affiliate, or (iii) the service of a Director pursuant to the bylaws

of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate

is incorporated, as the case may be.

(e) Change

in Time Commitment. In the event a Participant’s regular level of time commitment in the performance of his or her services

for the Company and any Affiliates is reduced (for example, and without limitation, if the Participant is an Employee of the Company and

the Employee has a change in status from a full-time Employee to a part-time Employee or takes an extended leave of absence) after

the date of grant of any Award to the Participant, the Board has the right in its sole discretion to (x) make a corresponding reduction

in the number of shares or cash amount subject to any portion of such Award that is scheduled to vest or become payable after the date

of such change in time commitment, and (y) in lieu of or in combination with such a reduction, extend the vesting or payment schedule

applicable to such Award. In the event of any such reduction, the Participant will have no right with respect to any portion of the Award

that is so reduced or extended.

(f) Incentive

Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined at the time of grant) of Common Stock

with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all

plans of the Company and any Affiliates) exceeds $100,000 (or such other limit established in the Code) or otherwise does not comply with

the rules governing Incentive Stock Options, the Options or portions thereof that exceed such limit (according to the order in which

they were granted) or otherwise do not comply with such rules will be treated as Nonstatutory Stock Options, notwithstanding any

contrary provision of the applicable Option Agreement(s).

(g) Investment

Assurances. The Company may require a Participant, as a condition of exercising or acquiring Common Stock under any Award, (i) to

give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters

and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and

business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks

of exercising the Award; and (ii) to give written assurances satisfactory to the Company stating that the Participant is acquiring

Common Stock subject to the Award for the Participant’s own account and not with any present intention of selling or otherwise distributing

the Common Stock. The foregoing requirements, and any assurances given pursuant to such requirements, will be inoperative if (A) the

issuance of the shares upon the exercise or acquisition of Common Stock under the Stock Award has been registered under a then currently

effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel

for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company

may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary

or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of

the Common Stock.

(h) Withholding

Obligations. Unless prohibited by the terms of an Award Agreement, the Company may, in its sole discretion, satisfy any federal,

state or local tax withholding obligation relating to an Award by any of the following means or by a combination of such means: (i) causing

the Participant to tender a cash payment; (ii) withholding shares of Common Stock from the shares of Common Stock issued or otherwise

issuable to the Participant in connection with the Stock Award; provided, however, that no shares of Common Stock are

withheld with a value exceeding the minimum amount of tax required to be withheld by law (or such lesser amount as may be necessary to

avoid classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash from an Award settled

in cash; (iv) withholding payment from any amounts otherwise payable to the Participant; or (v) by such other method as may

be set forth in the Award Agreement.

(i) Electronic

Delivery. Any reference herein to a “written” agreement or document will include any agreement or document delivered

electronically, filed publicly at www.sec.gov (or any successor website thereto) or posted on the Company’s intranet (or other shared

electronic medium controlled by the Company to which the Participant has access).

(j) Deferrals. To

the extent permitted by applicable law, the Board, in its sole discretion, may determine that the delivery of Common Stock or the payment

of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs and procedures

for deferral elections to be made by Participants. Deferrals by Participants will be made in accordance with Section 409A of

the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee

or otherwise providing services to the Company. The Board is authorized to make deferrals of Awards and determine when, and in what

annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous

Service, and implement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law.

(k) Clawback/Recovery. All

Awards granted under the Plan will be subject to recoupment in accordance with any clawback policy that the Company is required to adopt

pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed

or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law. In addition, the

Board may impose such other clawback, recovery or recoupment provisions in an Award Agreement as the Board determines necessary or appropriate,

including but not limited to a reacquisition right in respect of previously acquired shares of Common Stock or other cash or property

upon the occurrence of Cause. No recovery of compensation under such a clawback policy will be an event giving rise to a right to voluntary

terminate employment upon a “resignation for good reason,” or for a “constructive termination” or any similar

term under any plan of or agreement with the Company.

(l) Compliance

with Section 409A. Unless otherwise expressly provided for in an Award Agreement, the Plan and Award Agreements will be

interpreted to the greatest extent possible in a manner that makes the Plan and the Awards granted hereunder exempt from Section 409A

of the Code, and, to the extent not so exempt, in compliance with Section 409A of the Code. If the Board determines that any Award

granted hereunder is not exempt from and is therefore subject to Section 409A of the Code, the Award Agreement evidencing such Award

will incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code, and

to the extent an Award Agreement is silent on terms necessary for compliance, such terms are hereby incorporated by reference into the

Award Agreement. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise),

if the shares of Common Stock are publicly traded, and if a Participant holding an Award that constitutes “deferred compensation”

under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution

or payment of any amount that is due because of a “separation from service” (as defined in Section 409A of the Code without

regard to alternative definitions thereunder) will be issued or paid before the date that is six months following the date of such Participant’s

“separation from service” or, if earlier, the date of the Participant’s death, unless such distribution or payment can

be made in a manner that complies with Section 409A of the Code, and any amounts so deferred will be paid in a lump sum on the day

after such six month period elapses, with the balance paid thereafter on the original schedule.

Adjustments Upon Changes in Common Stock; Other Corporate Events.

(a) Capitalization

Adjustments. In the event of a Capitalization Adjustment, the Board will appropriately and proportionately adjust: (i) the

class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number

of securities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(c), and (iii) the

class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Board will make such adjustments,

and its determination will be final, binding and conclusive.

(b) Dissolution. Except

as otherwise provided in the Stock Award Agreement, in the event of a Dissolution of the Company, all outstanding Stock Awards (other

than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or the Company’s

right of repurchase) will terminate immediately prior to the completion of such Dissolution, and the shares of Common Stock subject to

the Company’s repurchase rights or subject to a forfeiture condition may be repurchased or reacquired by the Company notwithstanding

the fact that the holder of such Stock Award is providing Continuous Service; provided, however, that the Board may,

in its sole discretion, cause some or all Stock Awards to become fully vested, exercisable and/or no longer subject to repurchase or forfeiture

(to the extent such Stock Awards have not previously expired or terminated) before the Dissolution is completed but contingent on its

completion.

following provisions will apply to Stock Awards in the event of a Transaction unless otherwise provided in the Stock Award Agreement or

any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board

at the time of grant of a Stock Award. In the event of a Transaction, then, notwithstanding any other provision of the Plan, the

Board may take one or more of the following actions with respect to Stock Awards, contingent upon the closing or completion of the Transaction:

(i) arrange

for the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) to assume or

continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award to acquire

the same consideration paid to the stockholders of the Company pursuant to the Transaction);

(ii) arrange

for the assignment of any reacquisition or repurchase rights held by the Company in respect of Common Stock issued pursuant to the Stock

Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company);

(iii) accelerate

the vesting, in whole or in part, of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised) to a date

prior to the effective time of such Transaction as the Board determines (or, if the Board does not determine such a date, to the date

that is five days prior to the effective date of the Transaction), with such Stock Award terminating if not exercised (if applicable)

at or prior to the effective time of the Transaction; provided, however, that the Board may require Participants to complete

and deliver to the Company a notice of exercise before the effective date of a Transaction, which exercise is contingent upon the effectiveness

of such Transaction;

(iv) arrange

for the lapse, in whole or in part, of any reacquisition or repurchase rights held by the Company with respect to the Stock Award;

(v) cancel

or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effective time of the Transaction,

in exchange for such cash consideration or no consideration as the Board, in its sole discretion, may consider appropriate; and

(vi) make

a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of the property the Participant

would have received upon the exercise of the Stock Award immediately prior to the effective time of the Transaction, over (B) any

exercise price payable by such holder in connection with such exercise. For clarity, this payment may be zero ($0) if the value of the

property is equal to or less than the exercise price. Payments under this provision may be delayed to the same extent that payment of

consideration to the holders of Common Stock in connection with the Transaction is delayed as a result of escrows, earn outs, holdbacks

or any other contingencies.

The Board need not take the same action or

actions with respect to all Stock Awards or portions thereof or with respect to all Participants. The Board may take different actions

with respect to the vested and unvested portions of a Stock Award.

(d) Change

in Control. A Stock Award may be subject to additional acceleration of vesting and exercisability upon or after a Change in Control

as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the

Company or any Affiliate and the Participant, but in the absence of such provision, no such acceleration will occur.

10.

Termination Or Suspension Of The Plan.

(a) The Board

may suspend or terminate the Plan at any time. No Award will be granted after the tenth anniversary of the Effective Date, provided

that no Incentive Stock Option will be granted after the tenth anniversary of the Adoption Date, if earlier. No Awards may be granted

under the Plan while the Plan is suspended or after it is terminated.

(b) No

Impairment of Rights. Suspension or termination of the Plan will not impair rights and obligations under any Award granted while

the Plan is in effect except with the written consent of the affected Participant or as otherwise permitted in the Plan.

11.

Effective Date Of Plan.

The Plan was approved

by the Board on the Adoption Date and will first become effective on the Effective Date. No shares of Common Stock will be issued or delivered

under the Plan unless and until the Plan has been approved by the stockholders of the Company, which approval will be within 12 months

after the date the Plan is adopted by the Board.

12.

Choice Of Law.

The laws of the State

of Delaware will govern all questions concerning the construction, validity and interpretation of this Plan, without regard to that state’s

conflict of laws rules.

13. Definitions. As

used in the Plan, the following definitions will apply to the capitalized terms indicated below:

(a) “Adoption

Date” means the date the Plan is adopted by the Board.

(b) “Affiliate”

means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in

Rule 405. The Board will have the authority to determine the time or times at which “parent” or “subsidiary”

status is determined within the foregoing definition.

means a Stock Award.

(d) “Award

Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of an Award.

(e) “Board”

means the Board of Directors of the Company.

(f) “Capitalization

Adjustment” means any change that is made in, or other events that occur with respect to, the Common Stock subject to the

Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation,

reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend,

stock split, reverse stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any

similar equity restructuring transaction, as that term is used in Statement of Financial Accounting Standards Board Accounting Standards

Codification Topic 718 (or any successor thereto). Notwithstanding the foregoing, the conversion of any convertible securities of

the Company will not be treated as a Capitalization Adjustment.

(g) “Cause”

will have the meaning ascribed to such term in any written agreement between the Participant and the Company defining such term and, in

the absence of such agreement, such term means, with respect to a Participant, the occurrence of any of the following events: (i) such

Participant’s commission, indictment or conviction of, or plea of no contest with respect to, any felony or crime involving dishonesty

or moral turpitude; (ii) such Participant’s failure to satisfactorily perform his or her job duties as assigned by the Board

or the officers of the Company, inability to meet documented performance goals, willful neglect of his or her duties, or refusal or failure

to follow the lawful and reasonable directions of the Board or the officers of the Company, provided that the Company first provides the

Participant with written notice of such conduct and 30 days to cure the conduct (if curable), and the Participant has failed to cure such

conduct within such 30 day period; (iii) such Participant’s disloyalty, gross negligence, willful misconduct, dishonesty, fraud

or breach of fiduciary duty to the Company; (iv) such Participant’s violation of any rule or policy of the Company, or

breach of an employment, consulting or other agreement with the Company, which could reasonably result in direct or indirect loss, damage

or injury to the Company; (v) such Participant’s disclosure of any trade secret or confidential information of the Company;

(vi) such Participant’s commission of an act which could at the discretion of the Company be reasonably deemed to constitute

unfair competition with the Company or induce any customer or supplier to breach a contract with the Company; or (vii) such Participant’s

intentional acts on the part of the Participant that have generated material adverse publicity toward or about the Company. Any determination

by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards

held by such Participant will have no effect upon any determination of the rights or obligations of the Company or such Participant for

any other purpose.

(h) “Change

in Control” means the occurrence, in a single transaction or in a series of related transactions, of any one or more of

the following events:

(i) any Exchange

Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power

of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding

the foregoing, a Change in Control will not be deemed to occur (A) on account of the acquisition of securities of the Company directly

from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliate thereof or any other

Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary purpose

of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely because the level of Ownership

held by any Exchange Act Person (the “Subject Person”) exceeds the designated percentage threshold of the outstanding

voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding,

provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of voting securities

by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming

the repurchase or other acquisition had not occurred, increases the percentage of the then outstanding voting securities Owned by the

Subject Person over the designated percentage threshold, then a Change in Control will be deemed to occur;

(ii) there

is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the

consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own,

directly or indirectly, either (A) outstanding voting securities representing more than 50% of the combined outstanding voting power

of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting

power of the parent of the surviving Entity in such merger, consolidation or similar transaction, in each case in substantially the same

proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction;

(iii) there

is consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets of the Company

and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of

the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned

by stockholders of the Company in substantially the same proportions as their Ownership of the outstanding voting securities of the Company

immediately prior to such sale, lease, license or other disposition; or

(iv) individuals

who, on the Adoption Date, are members of the Board (the “Incumbent Board”) cease for any reason to constitute

at least a majority of the members of the Board; provided, however, that if the appointment or election (or nomination for

election) of any new Board member was approved or recommended by a majority vote of the members of the Incumbent Board then still in office,

such new member will, for purposes of this Plan, be considered as a member of the Incumbent Board.

Notwithstanding the foregoing

or any other provision of this Plan, (A) the term Change in Control will not include a sale of assets, merger or other transaction

effected exclusively for the purpose of changing the domicile of the Company, and (B) the definition of Change in Control (or any

analogous term) in an individual written agreement between the Company or any Affiliate and the Participant will supersede the foregoing

definition with respect to Awards subject to such agreement; provided, however, that if no definition of Change in Control

or any analogous term is set forth in such an individual written agreement, the foregoing definition will apply. To the extent required

for compliance with Section 409A of the Code, in no event will a Change in Control be deemed to have occurred if such transaction

is not also a “change in the ownership or effective control of” the Company or “a change in the ownership of a substantial

portion of the assets of” the Company as determined under Treasury Regulations Section 1.409A-3(i)(5) (without regard

to any alternative definition thereunder). The Board may, in its sole discretion and without a Participant’s consent, amend

the definition of “Change in Control” to conform to the definition of “Change in Control” under Section 409A

of the Code, and the regulations thereunder.

(i) “Code”

means the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(j) “Committee”

means a committee of one or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c).

(k) “Common

Stock” means the common stock of the Company.

(l) “Company”

means Protagonist Therapeutics, Inc., a Delaware corporation.

(m) “Consultant”

means any person, including an advisor, who is (i) engaged by the Company or an Affiliate to render consulting or advisory services

and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for

such services. However, service solely as a Director, or payment of a fee for such service, will not cause a Director to be considered

a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan

only if a Form S-8 Registration Statement under the Securities Act is available to register either the offer or the sale of the Company’s

securities to such person.

(n) “Continuous

Service” means that the Participant’s service with the Company or an Affiliate, whether as an Employee, Director or

Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or

an Affiliate as an Employee, Director or Consultant or a change in the Entity for which the Participant renders such service, provided

that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, will not terminate a

Participant’s Continuous Service; provided, however, that if the Entity for which a Participant is rendering services

ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous Service will

be considered to have terminated on the date such Entity ceases to qualify as an Affiliate. For example, a change in status from

an Employee of the Company to a Consultant of an Affiliate or to a Director will not constitute an interruption of Continuous Service. To

the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine

whether Continuous Service will be considered interrupted in the case of (i) any leave of absence approved by the Board or chief

executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate,

or their successors. Notwithstanding the foregoing, a leave of absence will be treated as Continuous Service for purposes of vesting

in an Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of

absence agreement or policy applicable to the Participant, or as otherwise required by law. In addition, to the extent required for

exemption from or compliance with Section 409A of the Code, the determination of whether there has been a termination of Continuous

Service will be made, and such term will be construed, in a manner that is consistent with the definition of “separation from service”

as defined under Treasury Regulation Section 1.409A-1(h) (without regard to any alternative definition thereunder).

(o) “Corporate

Transaction” means the consummation, in a single transaction or in a series of related transactions, of any one or more

of the following events:

(i) a sale

or other disposition of all or substantially all, as determined by the Board, in its sole discretion, of the consolidated assets of the

Company and its Subsidiaries;

(ii) a sale

or other disposition of more than 50% of the outstanding securities of the Company;

(iii) a merger,

consolidation or similar transaction following which the Company is not the surviving corporation; or

(iv) a merger,

consolidation or similar transaction following which the Company is the surviving corporation but the shares of Common Stock outstanding

immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation

or similar transaction into other property, whether in the form of securities, cash or otherwise.

(p) “Director”

means a member of the Board.

(q) “Disability”

means, with respect to a Participant, the inability of such Participant to engage in any substantial gainful activity by reason of any

medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to

last for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code,

and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances.

(r) “Dissolution” means

when the Company, after having executed a certificate of dissolution with the State of Delaware, has completely wound up its affairs. Conversion

of the Company into a Limited Liability Company (or any other pass-through entity) will not be considered a “Dissolution”

for purposes of the Plan.

(s) “Effective

Date” means the date on which stockholders most recently approved this Plan in 2026, as set forth at the beginning of the

Plan.

(t) “Employee”

means any person employed by the Company or an Affiliate. However, service solely as a Director, or payment of a fee for such services,

will not cause a Director to be considered an “Employee” for purposes of the Plan.

(u) “Entity”

means a corporation, partnership, limited liability company or other entity.

(v) “Exchange

Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(w) “Exchange

Act Person” means any natural person, Entity or “group” (within the meaning of Section 13(d) or 14(d) of

the Exchange Act), except that “Exchange Act Person” will not include (i) the Company or any Subsidiary of the Company,

(ii) any employee benefit plan of the Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities

under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities

pursuant to a registered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of

the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person, Entity or

“group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date,

is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company’s

then outstanding securities.

(x) “Fair

Market Value” means, as of any date, the value of the Common Stock determined as follows:

(i) If the

Common Stock is listed on any established stock exchange or traded on any established market, the Fair Market Value of a share of Common

Stock will be, unless otherwise determined by the Board, the closing sales price for such stock as quoted on such exchange or market (or

the exchange or market with the greatest volume of trading in the Common Stock) on the date of determination, as reported in a source

the Board deems reliable.

(ii) Unless

otherwise provided by the Board, if there is no closing sales price for the Common Stock on the date of determination, then the Fair Market

Value will be the closing selling price on the last preceding date for which such quotation exists.

(iii) In

the absence of such markets for the Common Stock, the Fair Market Value will be determined by the Board in good faith and in a manner

that complies with Sections 409A and 422 of the Code.

(y) “Incentive

Stock Option” means an option granted pursuant to Section 5 of the Plan that is intended to be, and that qualifies

as, an “incentive stock option” within the meaning of Section 422 of the Code.

(z) “Non-Employee

Director” means a Director who either (i) is not a current employee or officer of the Company or an Affiliate, does

not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in

any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation

S-K promulgated pursuant to the Securities Act (“Regulation S-K”)), does not possess an interest in any other

transaction for which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship

for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employee

director” for purposes of Rule 16b-3.

(aa) “Nonstatutory

Stock Option” means any option granted pursuant to Section 5 of the Plan that does not qualify as an Incentive Stock

Option.

(bb) “Officer”

means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act.

(cc) “Option”

means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of Common Stock granted pursuant to the Plan.

(dd) “Option

Agreement” means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an Option

grant. Each Option Agreement will be subject to the terms and conditions of the Plan.

(ee) “Optionholder”

means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.

(ff) “Other

Stock Award” means an award based in whole or in part by reference to the Common Stock which is granted pursuant to the

terms and conditions of Section 6(c).

(gg) “Other

Stock Award Agreement” means a written agreement between the Company and a holder of an Other Stock Award

evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement will be subject to the terms

and conditions of the Plan.

(hh) “Own,”

“Owned,” “Owner,” “Ownership” A person or Entity will be

deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership”

of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise,

has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.

(ii) “Participant”

means a person to whom an Award is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Stock Award.

(jj) “Performance

Criteria” means the one or more criteria that the Board or Committee (as applicable) will select for purposes of establishing

the Performance Goals for a Performance Period. The Performance Criteria that will be used to establish such Performance Goals may

be based on any one of, or combination of, the following as determined by the Board or Committee (as applicable): (1) earnings (including

earnings per share and net earnings); (2) earnings before interest, taxes and depreciation; (3) earnings before interest, taxes,

depreciation and amortization; (4) total stockholder return; (5) return on equity or average stockholder’s equity; (6) return

on assets, investment, or capital employed; (7) stock price; (8) margin (including gross margin); (9) income (before or

after taxes); (10) operating income; (11) operating income after taxes; (12) pre-tax profit; (13) operating cash flow; (14) sales

or revenue targets; (15) increases in revenue or product revenue; (16) expenses and cost reduction goals; (17) improvement in or attainment

of working capital levels; (18) economic value added (or an equivalent metric); (19) market share; (20) cash flow; (21) cash flow per

share; (22) share price performance; (23) debt reduction; (24) customer satisfaction; (25) stockholders’ equity; (26) capital expenditures;

(27) debt levels; (28) operating profit or net operating profit; (29) workforce diversity; (30) growth of net income or operating income;

(31) billings; (32) pre-clinical development related compound goals; (33) financing; (34) regulatory milestones, including

approval of a compound; (35) stockholder liquidity; (36) corporate governance and compliance; (37) product commercialization; (38) intellectual

property; (39) personnel matters; (40) progress of internal research or clinical programs; (41) progress of partnered programs; (42) partner

satisfaction; (43) budget management; (44) clinical achievements; (45) completing phases of a clinical study (including the treatment

phase); (46) announcing or presenting preliminary or final data from clinical studies; in each case, whether on particular timelines or

generally; (47) timely completion of clinical trials; (48) submission of INDs and NDAs and other regulatory achievements; (49) partner

or collaborator achievements; (50) internal controls, including those related to the Sarbanes-Oxley Act of 2002; (51) research progress,

including the development of programs; (52) investor relations, analysts and communication; (53) manufacturing achievements (including

obtaining particular yields from manufacturing runs and other measurable objectives related to process development activities); (54) strategic

partnerships or transactions (including in-licensing and out-licensing of intellectual property; (55) establishing relationships with

commercial entities with respect to the marketing, distribution and sale of the Company’s products (including with group purchasing

organizations, distributors and other vendors); (56) supply chain achievements (including establishing relationships with manufacturers

or suppliers of active pharmaceutical ingredients and other component materials and manufacturers of the Company’s products); (57)

co-development, co-marketing, profit sharing, joint venture or other similar arrangements; and (58) any other measures of performance

or metrics selected by the Board or Committee (as applicable).

(kk) “Performance

Goals” means, for a Performance Period, the one or more goals established by the Board or Committee (as applicable) for

the Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, with respect

to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance

of one or more comparable companies or the performance of one or more relevant indices. Unless specified otherwise by the Board or

Committee (as applicable) (i) in the Award Agreement at the time the Award is granted or (ii) in such other document setting

forth the Performance Goals at the time the Performance Goals are established, the Board or Committee (as applicable) will appropriately

make adjustments in the method of calculating the attainment of Performance Goals for a Performance Period as follows: (1) to exclude

restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects; (3) to exclude the effects of changes

to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; (5) to

exclude the effects of items that are “unusual” in nature or occur “infrequently” as determined under generally

accepted accounting principles; (6) to exclude the dilutive effects of acquisitions or joint ventures; (7) to assume that any

business divested by the Company achieved performance objectives at targeted levels during the balance of a Performance Period following

such divestiture; (8) to exclude the effect of any change in the outstanding shares of common stock of the Company by reason of any

stock dividend or split, stock repurchase, reorganization, recapitalization, merger, consolidation, spin-off, combination or exchange

of shares or other similar corporate change, or any distributions to common stockholders other than regular cash dividends; (9) to

exclude the effects of stock based compensation and the award of bonuses under the Company’s bonus plans; (10) to exclude costs

incurred in connection with potential acquisitions or divestitures that are required to be expensed under generally accepted accounting

principles; and (11) to exclude the goodwill and intangible asset impairment charges that are required to be recorded under generally

accepted accounting principles. In addition, the Board or Committee (as applicable) retains the discretion to reduce or eliminate the

compensation or economic benefit due upon attainment of Performance Goals and to define the manner of calculating the Performance Criteria

it selects to use for such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding

to the degree of achievement as specified in the Stock Award Agreement.

(ll) “Performance

Period” means the period of time selected by the Board or Committee (as applicable) over which the attainment of one or

more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Stock Award. Performance

Periods may be of varying and overlapping duration, at the sole discretion of the Board or Committee (as applicable).

(mm) “Plan”

means this Protagonist Therapeutics, Inc. 2026 Equity Incentive Plan, as may be amended from time to time.

(nn) “Restricted

Stock Award” means an award of shares of Common Stock which is granted pursuant to the terms and conditions of Section 6(a).

(oo) “Restricted

Stock Award Agreement” means a written agreement between the Company and a holder of a Restricted Stock Award evidencing

the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement will be subject to the terms and

conditions of the Plan.

(pp) “Restricted

Stock Unit Award” means a right to receive shares of Common Stock which is granted pursuant to the terms and conditions

of Section 6(b).

(qq) “Restricted

Stock Unit Award Agreement” means a written agreement between the Company and a holder of a Restricted

Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement

will be subject to the terms and conditions of the Plan.

(rr) “Rule 16b-3”

means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.

(ss) “Rule 405”

means Rule 405 promulgated under the Securities Act.

(tt) “Securities

Act” means the Securities Act of 1933, as amended.

(uu) “Stock

Appreciation Right” or “SAR” means a right to receive the appreciation on Common Stock that is

granted pursuant to the terms and conditions of Section 5.

(vv) “Stock

Appreciation Right Agreement” means a written agreement between the Company and a holder of a Stock Appreciation Right evidencing

the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement will be subject to the terms

and conditions of the Plan.

(ww) “Stock

Award” means any right to receive Common Stock granted under the Plan, including an Incentive Stock Option, a Nonstatutory

Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, or any Other Stock Award.

(xx) “Stock

Award Agreement” means a written agreement between the Company and a Participant evidencing the terms and conditions of

a Stock Award grant. Each Stock Award Agreement will be subject to the terms and conditions of the Plan.

(yy) “Subsidiary”

means, with respect to the Company, (i) any corporation of which more than 50% of the outstanding capital stock having ordinary voting

power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class

or classes of such corporation will have or might have voting power by reason of the happening of any contingency) is at the time, directly

or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has

a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than 50%.

(zz) “Ten

Percent Stockholder” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock

possessing more than 10% of the total combined voting power of all classes of stock of the Company or any Affiliate.

(aaa) “Transaction”

means a Corporate Transaction or a Change in Control.

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Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

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Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

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Namespace Prefix:

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Balance Type:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

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Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

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