ProQR Therapeutics N : AGM 2024 Equity Incentive Plan one-tier Board clean

The Terms and Conditions of

the ProQR Therapeutics N.V.

Equity Incentive Plan

Revised version (V.3) dated [date], 2024

Rule 1 Definitions

In the Rules of this Plan, unless the context otherwise requires, the following words and expressions shall have the meanings as set out below:

Articles of Association	the articles of association of the Company as amended from time to time;
Business Day	a day which is not a Saturday or a Sunday and which is not a public holiday
	or a bank holiday in the Netherlands;
Board	the (one-tier) board of directors (bestuur) of the Company;
Cause by the relevant
Group Company	in the context of termination of a Participant's status as an employee or
	officer of the relevant Group Company or as a service provider to the
	relevant Group Company, a reason which constitutes a serious cause on the
	side of the relevant Group Company within the meaning of Article 7:679 of
	the Dutch Civil Code, or other serious cause on the side of the relevant
	Group Company representing a material breach under the employment,
	service or other relevant agreement or engagement entered into with that
	Participant;
Cause by the Individual	in the context of termination of a Participant's status as an employee or
	officer of the relevant Group Company or as a service provider to the
	relevant Group Company, a reason which constitutes an urgent cause on
	the side of that Participant within the meaning of Article 7:678 or qualifies
	as a reasonable ground within the meaning of Article 7:669(3)(c up to and
	including (h) of the Dutch Civil Code, serious cause on the side of that
	Participant representing a material breach under the employment,
	service or other relevant agreement or engagement entered into with that
	Participant or a material breach by that Participant or his fiduciary tasks and
	duties towards the Company or the relevant Group Company;
Committee	such person or committee of persons and successor person or successor
	committee of persons appointed by the Board to whom the Board has
	delegated any of its powers under this Plan;
Company	the public company with limited liability ProQR Therapeutics N.V., having its
	office address at Zernikedreef 9, 2333 CK Leiden, the Netherlands,
	registered with the Dutch Chamber of Commerce under registration
	number 54600790;
Compensation Policy	the compensation policy for the Board, as adopted by the General Meeting
	and as amended from time to time;

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Control	in respect of the Company or a Group Company, the ability of a person or
	corporate body to, alone or together with one or more subsidiaries,
	whether or not in concert with others, (i) exercise or cause to exercise more
	than one-half of the voting rights in the shareholders' or members' meeting
	of the Company or such Group Company, or (ii) appoint more than one-half
	of the directors of the Company or such Group Company, or (iii) exercise
	decisive influence with regard to the general course of affairs of the
	Company or such Group Company;
Date of Grant	the date on which one or more Options and/or RSUs is/are offered to an
	Eligible Individual by the Company, which shall be the date specified in the
	Notice of Grant;
Effective Date	the date as from which this Plan is effective, as specified on the first page
	of this document;
Eligible Individual	(i) an Individual, not being a member of the Board, who has been selected
	by the Board to receive a Grant under the Plan; or (ii) an Individual being a
	member of the Board who has been selected by the Board to receive a
	Grant under the Plan in accordance with the Compensation Policy;
Exercise Period	the period during which a Vested Option can be exercised, as specified in
	the Notice of Grant;
Exit	a Sale, Liquidation or any combination thereof;
Market Value	the market value of one Share as appropriate, as specified in Rule 7 of this
	Plan;
General Meeting	the Company's general meeting of shareholders as mentioned in the
	Articles of Association;
Grant	one or more Options and/or RSUs granted to Participants in accordance
	with or as a result of an Eligible Individual's participation in the Plan;
Group	the Company and its Group Companies;
Group Company	any subsidiary or group company of the Company as defined in Articles
	2:24a and 2:24b of the Dutch Civil Code, as may change from time to time;
Individual	any individual who has entered into employment or position with the
	Company or any Group Company; or an individual (whether or not through
	the use of a company of which that individual is the sole shareholder) that
	provides management and/or consulting services for the Company or a
	Group Company; or an individual who is appointed as an officer of the
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	Company or of any Group Company or any other person as determined by
	the Board;
Insider Trading Rules	the internal code of conduct to be adopted by the Company on insider
	trading, as may be amended from time to time and/or the securities laws
	and regulations (including applicable stock exchange or listing rules) in the
	jurisdiction(s) where Shares or other securities issued by the Company or
	rights derived thereof) are and/or may be listed to the extent these relate
	to insider trading;
Liquidation	the liquidation, dissolution or other reorganization of the Company
	resulting in the Company's shareholders receiving cash or liquid securities
	as consideration or proceeds in excess of the aggregate subscription price
	and dividends payable in respect of the Shares held by them;
Notice of Exercise	a notice to the Company in a form to be determined by the Board whereby
	a Participant exercises an Option granted to him under the Rules of this
	Plan;
Notice of Grant	a notice to an Eligible Individual in a form to be determined by the Board
	whereby one or more Options and/or RSUs under this Plan are granted and
	for an Eligible Individual being a member of the Board, taking into
	consideration the compensation granted to him and, in general,
	Compensation Policy;
Option	the right to acquire one (1) Share against payment of the Option Price
	during the Exercise Period, which right is granted to a Participant under and
	in accordance with the Rules of this Plan;
Option Price	the price per Share, as determined by the Board at the Date of Grant, in
	respect of which an Option may be exercised, which shall be the Market
	Value at the Date of Grant, or such other price per Share as specified in the
	relevant Notice of Grant, provided that the Option Price per Share shall not
	be lower than the nominal value of the Share;
Participant	an Eligible Individual who has been offered and has accepted a Grant under
	the Rules of this Plan;
Performance Condition	one or more performance targets, if any, as set at the Date of Grant
	specified in the relevant Notice of Grant that should be attained during the
	relevant Performance Period in order to determine the level of Vesting of a
	Grant on the relevant Vesting Date;
Performance Period	the period, as determined in the relevant Notice of Grant, over which the
	attainment of Performance Conditions is measured;

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Plan	this ProQR Therapeutics N.V. Equity Incentive Plan in its present form or as
	from time to time amended, in accordance with the provisions hereof;
Release	the issuance ('uitgifte') or transfer ('levering') of Shares to a Participant, and
	"Released" and "Release Date" shall be construed and interpreted
	accordingly;
Retirement	retirement at the normal statutory retirement age in a given country at
	which the relevant Individual becomes entitled to a state old age pension.
	This statutory retirement age can only be lowered if and to the extent that
	the Individual is entitled to a form of early retirement on the basis of an
	individual agreement or collective agreement on Company or Group
	Company level or in case the Board grants an individual exemption and
	approves such early retirement;
RSU	a restricted stock unit where each restricted stock unit covers (the value of)
	one Share that, if the conditions for Vesting have been met, will be settled
	by the Release of Shares or in cash which right is granted to a Participant
	under and in accordance with the Rules of this Plan;
Rules	the rules governing the operation of the Plan as may be amended from time
	to time;
Sale	the sale of more than 50% of the Shares or the sale, lease or licensing out
	of all or a substantial part of the Company's assets resulting in the Company
	no longer exclusively controlling such assets or any other event resulting in
	a change of Control over the Company, all as determined by the Board;
Section 409A	Section 409A of the Internal Revenue Code of 1986, as amended;
Share	an ordinary share in the capital of the Company, having a nominal value of
	EUR 0.04 or any other nominal value such Share may have in the future;
Stock Exchange	NASDAQ Global Market or any other market the Shares are listed;
Total and Permanent
Disability	the mental or physical disability, whether occupational or non-occupational
	in cause, which satisfies such definition in any insurance policy or plan
	provided to a Participant by the Company or a Group Company, or,
	alternatively, the relevant Participant's applicable national legislation
	pertaining to persons with disability;
Vesting	the satisfaction of the requirements of Rule 4 of this Plan, and 'Vested' and
	'Vest' shall be construed accordingly; and

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Vesting Date	the date on which Options and/or RSUs shall Vest, in whole or in part, as
		determined by the Board and as specified in the Notice of Grant and
		pursuant to Rule 4 of this Plan.
Rule 2	Interpretation

Words or expressions used in the Plan shall where appropriate:

1. when denoting the masculine gender include the feminine and vice versa;
2. when denoting the singular include the plural and vice versa;
3. when referring to any enactment be construed as a reference to that enactment as for the time being consolidated, amended, re-enacted or replaced and shall include any regulations made there under;
4. when a period of time is specified and starts from a given day or the day of an act or event, be calculated inclusive of that day;
5. be construed such that the headings and sub-headings are for ease of reference only, and do not affect the interpretation of any Rule;
6. when referring to any enactment or regulations under Dutch law be construed, at the discretion of the Board, as a reference to other (analogous) applicable laws or regulations of any other country (or region of a country);
7. references to tax and/or social security contributions and/or withholding taxes shall for the avoidance of doubt include those applicable under the laws of the Netherlands and any other jurisdiction to which a Participant may be subject;
8. when a period of time is specified and ends on a day which is not a Business Day, the end day of such period will be extended to the next Business Day; and
9. when referring to an 'officer' this will be construed as including a reference to directors of a Group Company and members of a board and references to someone holding "office" shall be interpreted accordingly.

Rule 3 Powers of the Board

1. The Plan shall be administered by the Board.
2. The Board shall have such powers and authority delegated to it as set out in the Plan and is responsible to take the Compensation Policy into account. The Board may determine as soon as practicable after the Effective Date if, how and to what extent any of their powers shall be delegated to (or revoked from) any Committee. After such delegation, the Committee shall have such powers and authority delegated to the Board as set out in the Plan in order to administer the Plan, until such time as the Board has revoked such powers and authority.
3. The Company shall have the authority and complete discretion to decide whether or not to make Grants under the Plan to Individuals, subject to Rule 3.4, and decide what percentage of the outstanding Shares will be used to give effect to such Grants.
4. The Board may select Individuals, not being members of the Board and effect such Grants, as Eligible Individuals and the Board may select Individuals being members of the Board, as Eligible

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Individuals and make such Grants to them taking into account their respective compensation and the Compensation Policy in general.

3.5 Notwithstanding Rules 3.1, 3.2 and 3.3, the Board shall have the authority and complete discretion to construe and interpret the provisions of the Plan, any Notice of Grant or any Notice of Exercise and any other agreement or document executed pursuant to the Plan.

Rule 4 Grant and Vesting of Options and RSUs

1. Subject to Rules 3.3, 3.4 and 3.5, the Board can offer Options and/or RSUs to Eligible Individuals at any time on or after the Effective Date.
2. No Grant will be made if this is not permitted by any order, law, securities regulation, stock exchange rules and/or Insider Trading Rules as applicable to the Company from time to time. The Grant is subject to obtaining any necessary approval or consent required under any applicable regulation or enactment.
3. Notwithstanding Rule 4.1, Notices of Grants are concluded on a discretionary basis. A Grant shall therefore not be construed to give any Participant the right to receive future Grants.
4. Each Grant shall be evidenced by a signed Notice of Grant concluded between the Participant and the Company, setting forth the terms and conditions pertaining to such Grant. The Notice of Grant shall be available in each of the countries in which the Plan is operational and shall, together and concurrently with the Rules, govern the Grant in accordance with local legal and regulatory requirements and the stock exchange or listing rules to the extent applicable.
5. Each Notice of Grant shall include a schedule describing the date(s), event(s) or act(s) upon which an Option and/or RSU shall Vest in whole or part or, in case of Options, become exercisable and shall further specify at least:
6. 1. in case of Options, the Option Price;
   2. the number of Shares subject to the Grant;
   3. any Performance Conditions and Performance Period that may be imposed and attached to the Vesting of the Options and/or RSUs;
   4. in case of Options, the Exercise Period;
   5. the Date of Grant;
   6. the Vesting Period; and
   7. the date on which the Option(s) to which the Grant pertains will lapse.
7. If an Eligible Individual wishes to participate in the Plan, he is required to return a signed copy of the Notice of Grant to the Company or a party designated by the Company within fourteen (14) days following the date on which the offer is made. Options and/or RSUs that are not accepted in

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full and in accordance with this Rule 4.6, will lapse automatically with immediate effect and without any consideration becoming due. By accepting a Grant the Participant accepts the Rules and all other regulations and documents relating to the Grant.

1. Vesting of the Options and/or RSUs is subject to the attainment of any Performance Conditions imposed and to the Participant remaining an Eligible Individual with continued employment or office with or providing services to the Company or any Group Company until the end of each of the respective Vesting Dates. Such Vesting conditions are specified in the relevant Notice of Grant. Once all Vesting conditions have been satisfied, the Options and/or RSUs Vest. The relevant Notice of Grant specifies on which date the fulfilment of the relevant conditions of Grants will be measured and/or determined. The attainment of the Performance Conditions and the satisfaction of the other Vesting conditions shall be determined by the corporate body or Committee which granted the Options and/or RSUs at its discretion.
2. If a Participant ceases to be an Eligible Individual:
3. 1. due to his death;
   2. as a consequence of his Total and Permanent Disability or Retirement;
   3. Cause by the Company; or
   4. any other individual situation determined by the Board at its discretion,

the Board may, in its sole discretion and acting reasonably, determine that a portion of the outstanding Options and/or RSUs that are not Vested held by that Participant will Vest at the date such Participant ceases to be an Eligible Individual and, in relation to Options, to determine during what period that Participant's Vested Options will remain outstanding (if relevant, for the benefit of the Participant's legal successor(s) in case of death in accordance with Rule 8 of this Plan) whereby this period will not exceed the remaining Exercise Period as specified in the relevant Notice of Grant. In determining such portion the Board may take into consideration the period to the date of the Participant ceasing to be an Eligible Individual. After the expiry of the period during which the Vested Options can be exercised as determined in accordance with this Rule 4.8, the Options will lapse automatically without any consideration becoming payable. In case of death of the Participant, the Board may at its sole discretion also determine to cancel all outstanding Options and/or RSUs (whether Vested or not) and pay (for the benefit of that Participant's legal successor(s)), in case of Options, with respect to each of these Vested Options the (positive) difference between the Market Value of a Share at the date of cancellation and the Option Price, and in case of RSUs, with respect to each of these Vested RSUs an amount equal to the Market Value of a Share at the date of cancellation.

4.9 Ultimate remedium and claw back- The Board has for grants of Options and/or RSUs made to members of the Board the authority to adjust the number of unvested Options or unvested RSUs and/or to fully or partially recover Vested Options and Vested RSUs subject to the terms and conditions as contained in or applicable to the Notice of Grant and in general with due observance of Article 2:135 (6) and (8) of the Dutch Civil Code.

Rule 5 Rights of Exercise of Options and Lapse of Options and/or RSUs

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1. Subject to Rules 4.6 to 4.8, Vested Options will become exercisable during the Exercise Period as specified in the Notice of Grant, except in case of an Exit in which case all Options and RSUs (whether Vested or not) will become exercisable/vested immediately following the occurrence of such Exit, unless otherwise provided for by Rule 13, or will Vest accelerated in accordance with Rule 4.8.
2. If a Participant ceases to be an Eligible Individual for any reason other than those set out in Rules 4.8 and 5.3, all the outstanding Options and/or RSUs held by that Participant that are not Vested at the date such Participant ceases to be an Eligible Individual shall lapse immediately at that time without any consideration becoming due. Notwithstanding Rule 5.1, the Participant's Vested Options are exercisable ninety (90) days following the date such Participant ceases to be an Eligible Individual within the Exercise Period, or, in case of Employees who started their Employment with the Company before 23 September 2014, two (2) years following the date such Participant ceases to be an Eligible Individual within the Exercise Period. After this ninety day or two year period, as applicable, (or, if earlier, upon the expiry of the Exercise Period), these Vested Options will lapse automatically without any consideration becoming due.
3. In case of termination of employment or office for Cause by the Individual, all the Options (irrespective of whether or not these Options have Vested) and/or unvested RSUs granted, shall immediately lapse at the date of such termination of employment or office, without any consideration becoming due.
4. In relation to Options, subject to Rules 4.8, 5.2 and 5.5 of this Plan, the Board may extend the periods during which Options held by a Participant are exercisable following the date such Participant ceases to be an Eligible Individual as described in Rules 4.8 and 5.2, if such an exercise would temporarily be prohibited by law, securities regulations, stock exchange or listing rules, or any applicable Insider Trading Rules. Such period during which the relevant Options are exercisable shall be extended by the length of such period of prohibition. This may apply differently if the Board, acting reasonably and given the specific circumstances of the Participant, determines otherwise, in which event the Board in its sole discretion and acting reasonably, shall determine the extent, and the terms, of the Participant's continued participation in the Plan, including, without limitation, the number of Shares to which his Options pertain and the remaining period during which those Options are exercisable).
5. All outstanding Options and/or RSUs of a Participant, whether Vested or not, shall lapse immediately and automatically, without any consideration becoming due, upon the occurrence of the earliest of the following events with respect to those Options and/or RSUs, as the case may be, or that Participant:
6. 1. in relation to Options, the tenth anniversary of the Date of Grant;
   2. in relation to Options and/or RSUs, the expiry of any of the applicable periods specified in Rules 4.8, 5.2 and 5.4;
   3. in relation to Options and/or RSUs, the date of termination of employment or office in case of termination of employment or office for Cause by the Individual pursuant to Rule 5.3;
   4. in relation to Options and/or RSUs, the expiry of any of the periods which are determined on the basis of any adjustments made in respect of the events as specified in Rules 13 and 14;

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1. in relation to Options and/or RSUs, the Participant's attempted assignment, transfer or encumbrance of any of his Options and/or RSUs other than as permitted under Rules 8 and 13 or in case of another material breach by the Participant of the Rules, unless otherwise determined at the discretion of the Board.

Rule 6 Manner of Exercise of Options

1. Subject to Rules 4.8, 5.2, 5.4 and 9 of this Plan, in case of Options, a Grant may be exercised during the Exercise Period after the Options have Vested in accordance with Rule 4.7 and before the Option(s) to which the Grant pertains lapse(s) in accordance with Rules 4.8 and 5.
2. Subject to the Rules, an Option may be exercised by the signing of a Notice of Exercise by the Participant which will be effective upon receipt of the signed Notice of Exercise by the Company or a party designated by the Company.

Rule 7 Market Value

The Market Value on a certain date shall be the closing price of one (1) Share (or similar security) as quoted on the Stock Exchange on the last preceding Business Day on which trade in the Shares took place.

Rule 8 Non-transferability and nature of the Options and RSUs

A Grant made to a Participant is strictly personal and shall, in case of Options, if the Options to which such Grant pertains are Vested and during the lifetime of the Participant, be exercisable by the Participant alone, and, in case of Options and/or RSUs not be assignable or transferable and cannot be charged, pledged, encumbered or otherwise used for the purpose of creating security title or interest of whatever nature. The Company is under no obligation required to repurchase any Options, RSUs and/or any Shares pursuant to these Rules. In the event of the Participant's death, such Participant's Options and/or RSUs are transferable to the Participant's beneficiaries only by last will and testament or by the applicable hereditary laws. In all other events any attempted assignment, transfer or encumbrance by a Participant shall be null and void shall cause such Participant's Option(s) and/or RSUs to lapse with immediate effect.

Rule 9 Release of Shares

1. In case of Options, subject to Rules 5.4, 6 and this Rule 9 of this Plan, the Company shall Release the Shares to the Participant pursuant to the exercise of a Vested Option as soon as practicable following (i) the date the Participant has returned the Notice of Exercise signed by the Participant, and (ii) the payment of the relevant Option Price. If the Participant has indicated that he wishes to apply the exercise immediate sell method or the sell to cover method for funding the tax liability in accordance with Rule 11.3, the Company shall calculate the number of Shares to be sold under the exercise immediate sell method or sell to cover method, facilitate the sale of such Shares in accordance with Rule 11.3 and transfer the remainder of the cash proceeds following the exercise immediate sell method or the remainder of the Shares under the sell to cover method to the Participant. The remainder of the Shares shall be Released to the Participant concerned.
2. In case of RSUs, the Company shall, subject to Rule 5.4 and this Rule 9, Release the Shares subject to a Vested RSU as soon as practicable following the Vesting Date of such Vested RSU, and

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