The Terms and Conditions of

the ProQR Therapeutics N.V.

Equity Incentive Plan

Revised version (V.32) dated May 20[date], 20240 - SUBJECT TO AGM APPROVAL OF THE GENERAL MEETING

Rule 1

Definitions

Formatted: Font: Not Italic

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 SupervisoryBoard to whom the

SupervisoryBoard 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 Management Board of the Company

Boardor the compensation principles for the Supervisory Board of the

Company, 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 or supervisory directorsof 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

[

Date

];the date as from which this Plan is effective, as specified on the

frontfirst page of this document;

Eligible Individual

(i) an Individual, not being a member of the ManagementBoard

or a

member of the Supervisory Board, who has been selected by the

ManagementBoard to receive a Grant under the Plan; or (ii) an Individual

being a member of the ManagementBoard or a member of the Supervisory

Boardwho has been selected by the SupervisoryBoard 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

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provides management and/or consulting services for the Company or a

Group Company; or an individual who is appointed as an officer of the

Company or of any Group Company or any other person as determined by

the SupervisoryBoard;

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;

Management Boardthe Company's management board as mentioned in the Articles of Association;

Notice of Exercise

a notice to the Company in a form to be determined by the Supervisory

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

SupervisoryBoard whereby one or more Options and/or RSUs under this

Plan are granted and for an Eligible Individual being a member of the

ManagementBoard

or a member of the Supervisory 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 SupervisoryBoard 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

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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;

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

Formatted: Font: Italic

"Released" and "Release Date" shall be construed and interpreted

Formatted: Font: Italic

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 SupervisoryBoard 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 Supervisory

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;

Supervisory Board

the Company's supervisory board as mentioned in the Articles of Association;

Formatted: Indent: Left: 0", First line: 0"

Total and Permanent

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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

Vesting Date

the date on which Options and/or RSUs shall Vest, in whole or in part, as

determined by the SupervisoryBoard and as specified in the Notice of Grant

and pursuant to Rule 4 of this Plan.

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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 SupervisoryBoard, 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 supervisoryboard and references to someone holding "office" shall be interpreted accordingly.

Rule 3 Powers of the SupervisoryBoard and Management Board

  1. The Plan shall be administered by the SupervisoryBoard.
  2. The SupervisoryBoard 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 SupervisoryBoard 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 SupervisoryBoard as set out in the Plan in order to administer the Plan, until such time as the SupervisoryBoard 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 ManagementBoard may select Individuals, not being members of the ManagementBoard or members of the Supervisory Boardand effect such Grants, as Eligible Individuals and the SupervisoryBoard may select Individuals being members of the ManagementBoard or members of the Supervisory Board, as Eligible Individuals and make such Grants to them taking into account their respective compensation and the Compensation Policy in general.

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3.5 Notwithstanding Rules 3.1, 3.2 and 3.3, the SupervisoryBoard 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 Management Board or the SupervisoryBoard , as the case may be,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:
    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.
  6. 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 full and in accordance with this Rule 4.6, will lapse automatically with immediate effect and without

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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:
    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 SupervisoryBoard at its discretion,

the SupervisoryBoard 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 SupervisoryBoard 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 SupervisoryBoard 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

4.910Ultimate remedium and claw back- The SupervisoryBoard has for grants of Options and/or RSUs made to members of the ManagementBoard 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 SupervisoryBoard 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 SupervisoryBoard, acting reasonably and given the specific circumstances of the Participant, determines otherwise, in which event the SupervisoryBoard 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:
    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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ProQR Therapeutics NV published this content on 23 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 April 2024 11:08:08 UTC.