Common use of 409A CONSIDERATIONS Clause in Contracts

409A CONSIDERATIONS. It is intended that this Agreement be administered in compliance with Section 409A of the Code, including, but not limited to, any future amendments to Code Section 409A, and any other Internal Revenue Service (“IRS”) or other governmental rulings or interpretations issued pursuant to Section 409A (together, “Section 409A”) so as not to subject Retiree to payment of interest or any additional tax under Section 409A. The parties intend for any payments under this Agreement either to satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and this Agreement shall be construed and interpreted accordingly. In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or provision of such amount or benefit can be made without incurring such additional tax. In addition, to the extent that Section 409A or any IRS guidance issued under Section 409A would result in Retiree being subject to the payment of interest or any additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall minimize any negative economic effect on Retiree and be reasonably determined in good faith by the Company and Retiree. As a “specified employee” as defined in Section 409A, any amounts payable under this Agreement that would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) of the Code shall not be paid before the expiration of a period of six (6) months following the date of the termination of Retiree’s employment. In such case, Retiree shall receive all such deferred amounts retroactively in a single sum and the balance thereof as otherwise provided. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on Retiree by Code Section 409A or any damages for failing to comply with Section 409A; provided that, in the event that any excise tax or interest amount (“409A Amount”) is imposed on Retiree as a result of any negligent act or omission by the Company, the Company shall reimburse Retiree for any such 409A Amount, grossed-up for taxes at an assumed total tax rate of forty percent (40%).

409A CONSIDERATIONS. It is intended The Executive acknowledges that this Agreement be administered in compliance is intended to comply, to the extent applicable, with the provisions of Section 409A of the Code, including, but not limited to, any future amendments to Code Section 409A, and any other Internal Revenue Service Code of 1986, as amended (“IRS”) or other governmental rulings or interpretations issued pursuant to Section 409A (together, “Section 409A”) so as not to subject Retiree to payment of interest or any additional tax under Section 409A. The parties intend for any payments under this Agreement either to satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and this Agreement shall be construed and interpreted accordingly. In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or provision of such amount or benefit can be made without incurring such additional tax. In additionshall, to the extent that Section 409A or any IRS guidance issued practicable, be construed in accordance therewith. Terms defined in this Agreement shall have the meanings given such terms under Section 409A would result in Retiree being subject to the payment of interest or any additional tax under Section 409A, the parties agree, if and to the extent reasonably possible, required in order to amend this Agreement comply with Section 409A. If and to avoid the imposition extent any portion of any such interest payment, compensation or additional tax under other benefit provided to the Executive in connection with his separation from service (as defined in Section 409A, which amendment shall minimize any negative economic effect on Retiree ) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and be reasonably determined in good faith by the Company and Retiree. As Executive is a “specified employee” as defined in Section 409A409A(a)(2)(B)(i), any amounts payable under this Agreement as determined by the Company in accordance with its procedures and Treasury Regulation 1.409A-1 (i)(6)(i). by which determination the Executive hereby agrees that would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) he is bound, such portion of the Code payment, compensation or other benefit shall not be paid before the expiration of a period of day that is six (6) months following plus one day after the date of separation from service (as determined under Section 409A (the termination “New Payment Date”)), except as Section 409A may then permit, The aggregate of Retiree’s employment. In such case, Retiree any payments that otherwise would have been paid to the Executive during the period between the date of separation from service and the New Payment Date shall receive all such deferred amounts retroactively be paid to the Executive in a single lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments that are due within the balance thereof “short term deferral period” as otherwise provideddefined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. In no event whatsoever shall Neither the Company be liable for nor the Executive shall have the right to accelerate or defer the delivery of any additional taxsuch payments or benefits except to the extent specifically permitted or required by Section 409A. Notwithstanding the foregoing, interest or penalties to the extent that may be imposed on Retiree by Code Section 409A this Agreement or any damages for failing payment or benefit hereunder shall be deemed not to comply with Section 409A; provided that, in the event that any excise tax or interest amount (“409A Amount”) is imposed on Retiree as a result of any negligent act or omission by then neither the Company, its Board, nor any of its designees, agents, or employees shall be liable to the Company shall reimburse Retiree Executive or any other person for any such 409A Amountactions, grossed-up decisions or determinations made in good faith under this Agreement after prior consultation with the Executive, or for taxes at an assumed total any resulting adverse tax rate of forty percent (40%)consequences.

409A CONSIDERATIONS. It is intended The Executive acknowledges that this Agreement be administered in compliance is intended to comply, to the extent applicable, with the provisions of Section 409A of the Code, including, but not limited to, any future amendments to Code Section 409A, and any other Internal Revenue Service Code of 1986, as amended (“IRS”) or other governmental rulings or interpretations issued pursuant to Section 409A (together, “Section 409A”) so as not to subject Retiree to payment of interest or any additional tax under Section 409A. The parties intend for any payments under this Agreement either to satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and this Agreement shall be construed and interpreted accordingly. In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or provision of such amount or benefit can be made without incurring such additional tax. In additionshall, to the extent that Section 409A or any IRS guidance issued practicable, be construed in accordance therewith. Terms defined in this Agreement shall have the meanings given such terms under Section 409A would result in Retiree being subject to the payment of interest or any additional tax under Section 409A, the parties agree, if and to the extent reasonably possible, required to amend this Agreement comply with Section 409A. If and to avoid the imposition extent any portion of any such interest payment, compensation or additional tax under other benefit provided to the Executive in connection with his separation from service (as defined in Section 409A, which amendment shall minimize any negative economic effect on Retiree ) is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and be reasonably determined in good faith by the Company and Retiree. As Executive is a “specified employee” as defined in Section 409A409A(a)(2)(B)(i), any amounts payable under this Agreement as determined by the Company in accordance with its procedures and Treasury Regulation 1.409A-1 (i)(6)(i), by which determination the Executive hereby agrees that would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) he is bound, such portion of the Code payment, compensation or other benefit shall not be paid before the expiration earlier of a period of (i) the day that is six (6) months following plus one day after the date of separation from service or (ii) ten (10) days after the termination Executive’s date of Retiree’s employmentdeath (either, the “New Payment Date”). In such case, Retiree The aggregate of any payments that would otherwise have been paid to the Executive during the period between the date of separation from service and the New Payment Date shall receive all such deferred amounts retroactively be paid to the Executive in a single lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. For purposes of this Agreement, each amount to be paid or benefit to be provided shall be construed as a separate identified payment for purposes of Section 409A, and any payments that are due within the balance thereof “short term deferral period” as otherwise provideddefined in Section 409A shall not be treated as deferred compensation unless applicable law requires otherwise. In no event whatsoever shall Neither the Company be liable for nor the Executive shall have the right to accelerate or defer the delivery of any additional taxsuch payments or benefits except to the extent specifically permitted or required by Section 409A. Notwithstanding the foregoing, interest or penalties to the extent that may be imposed on Retiree by Code Section 409A this Agreement or any damages for failing payment or benefit hereunder shall be deemed not to comply with Section 409A; provided that, in the event that any excise tax or interest amount (“409A Amount”) is imposed on Retiree as a result of any negligent act or omission by then neither the Company, its Board, nor any of its designees, agents, or employees shall be liable to the Company shall reimburse Retiree Executive or any other person for any such 409A Amountactions, grossed-up decisions, or determinations made in good faith under this Agreement after prior consultation with the Executive, or for taxes at any resulting adverse tax consequences.” Except as modified by this letter or by other intervening amendments, all other terms and conditions of the Agreement shall remain in full force and effect. This letter may be executed in counterparts, each of which shall be deemed to be an assumed total tax rate original, and all of forty percent (40%).which shall constitute one and the same document. Very truly yours, AILERON THERAPEUTICS, INC. By: /s/ Xxxxxx X. Xxxxxxx III NAME XXXXXX X. XXXXXXX III TITLE CEO Acknowledged and agreed: /s/ Xxxxxx X. Xxxxxxx III Xxxxxx X. Xxxxxxx III Dec 31, 2008 Date

409A CONSIDERATIONS. It is intended that The payments and benefits under this Agreement are not intended to be administered in compliance with subject to Section 409A of the Code, including, but not limited to, any future amendments to Code Section 409A, and any other Internal Revenue Service Code of 1986, as amended (the “IRSCode”) or other governmental rulings or interpretations issued pursuant to Section 409A and the regulations and guidance promulgated thereunder (together, “Section 409A”), by virtue of one or more of the coverage exceptions to Section 409A, including, without limitation, the exception for short-term deferrals under Treas. Reg. Sec. 1.409A-1(b)(4) so as not to subject Retiree to payment of interest or any additional tax and the exceptions for separation pay plans under Section 409A. The parties intend for any payments under this Agreement either to satisfy the requirements of Section 409A or to be exempt from the application Treas. Reg. Sec. 1.409A-1(b)(9). For purposes of Section 409A, and each payment made under this Agreement shall be construed and interpreted accordinglytreated as a separate payment. In furtherance thereofNotwithstanding anything herein to the contrary, if payment or provision the commencement of any amount payments or benefit benefits hereunder that is constitute a “deferral of compensation” subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to deferred until the earliest commencement date on which that is the payment or provision of such amount or benefit can be made without incurring such additional tax. In addition, to the extent that Section 409A or any IRS guidance issued under Section 409A would result in Retiree being subject to the payment of interest or any additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall minimize any negative economic effect on Retiree and be reasonably determined in good faith by the Company and Retiree. As a “specified employee” as defined in Section 409A, any amounts payable under this Agreement that would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) first business day of the Code shall not be paid before seventh month following the expiration Employment Termination Date (or, if earlier, a date which is within 30 days of a period of six (6) months following the date of the termination of RetireeExecutive’s employmentdeath). In such caseno event may Executive, Retiree shall receive all such deferred amounts retroactively directly or indirectly, designate the calendar year of any payment hereunder, and in a single sum and the balance thereof as otherwise provided. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on Retiree by Code under Section 409A on Executive as a result of any payment made hereunder, or for any damages for failing to comply with therewith. Any reimbursement payment for costs or expenses or otherwise, except as permitted by Section 409A, shall (i) be made no later than the end of the calendar year following the calendar year in which such costs, expenses or in-kind benefits were incurred or provided; provided that(ii) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during any taxable year shall not affect the amounts of expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year (other than with regard to a limit related to the event period in which an arrangement is in effect (other than with regard to a limit related to the period in which the arrangement is in effect with regard to an arrangement subject to Section 105(b) of the Code), and (iii) the reimbursement or in-kind benefit cannot be liquidated or exchanged for any other benefit. If Executive notifies the Company (with specificity as to the reason therefore) that any excise tax or interest amount (“409A Amount”) is imposed on Retiree Executive believes that as a result of any negligent act or omission subsequently published guidance issued by the CompanyInternal Revenue Service upon which taxpayers generally rely, any provision of this Agreement would cause Executive to incur any additional tax or interest under Section 409A and the Company concurs with such belief or the Company independently makes such determination, the Company shall, after consulting with Executive, reform such provision to attempt to comply with Section 409A through good faith modifications to the minimum extent necessary to conform with Section 409A and, to the extent applicable, IRS Notice 2010-6. To the extent that any provision hereof is modified in order to comply with Section 409A, such modification shall reimburse Retiree for any such 409A Amountbe made in good faith and shall, grossed-up for taxes at an assumed total to the maximum extent reasonably possible without violating the provisions of Section 409A, maintain the original intent and economic benefit to Executive and the Company and be tax rate of forty percent (40%)neutral to the Company.

409A CONSIDERATIONS. It is intended that this Agreement be administered in compliance with Section 409A of the Code, including, but not limited to, any future amendments to Code Section 409A, and any other Internal Revenue Service (“IRS”) or other governmental rulings or interpretations issued pursuant to Section 409A (together, “Section 409A”) so as not to subject Retiree to payment of interest or any additional tax under Section 409A. The parties intend for any payments under this Agreement either to satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and this Agreement shall be construed and interpreted accordingly. In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment Page 6 of 8 or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or provision of such amount or benefit can be made without incurring such additional tax. In addition, to the extent that Section 409A or any IRS guidance issued under Section 409A would result in Retiree being subject to the payment of interest or any additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall minimize any negative economic effect on Retiree and be reasonably determined in good faith by the Company and Retiree. As a “specified employee” as defined in Section 409A, any amounts payable under this Agreement that would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) of the Code shall not be paid before the expiration of a period of six (6) months following the date of the termination of Retiree’s employment. In such case, Retiree shall receive all such deferred amounts retroactively in a single sum and the balance thereof as otherwise provided. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on Retiree by Code Section 409A or any damages for failing to comply with Section 409A; provided that, in the event that any excise tax or interest amount (“409A Amount”) is imposed on Retiree as a result of any negligent act or omission by the Company, the Company shall reimburse Retiree for any such 409A Amount, grossed-up for taxes at an assumed total tax rate of forty percent (40%).

409A CONSIDERATIONS. It is intended that this Agreement be administered in compliance with Section 409A of the Code, including, but not limited to, any future amendments to Code Section 409A, and any other Internal Revenue Service (“IRS”) or other governmental rulings or interpretations issued pursuant to Section 409A (together, “Section 409A”) so as not to subject Retiree you to payment of interest or any additional tax under Section 409A. The parties intend for any payments under this Agreement either to satisfy the requirements of Section 409A or to be exempt from the application of Section 409A, and this Agreement shall be construed and interpreted accordingly. In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subject to Section 409A at the time specified herein would subject such amount or benefit to any additional tax under Section 409A, the payment or provision of such amount or benefit shall be postponed to the earliest commencement date on which the payment or provision of such amount or benefit can be made without incurring such additional tax. In addition, to the extent that Section 409A or any IRS guidance issued under Section 409A would result in Retiree you being subject to the payment of interest or any additional tax under Section 409A, the parties agree, to the extent reasonably possible, to amend this Agreement to avoid the imposition of any such interest or additional tax under Section 409A, which amendment shall minimize any negative economic effect on Retiree you and be reasonably determined in good faith by the Company and Retireeyou. As a “specified employee” as defined in Section 409A, any amounts payable under this Agreement that would be subject to the special rule regarding payments to “specified employees” under Section 409A(a)(2)(B) of the Code shall not be paid before the expiration of a period of six (6) months following the date of the termination of Retiree’s your employment. In such case, Retiree you shall receive all such deferred amounts retroactively in a single sum and the balance thereof as otherwise provided. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on Retiree you by Code Section 409A or any damages for failing to comply with Section 409A; provided that, in the event that any excise tax or interest amount (“409A Amount”) is imposed on Retiree you as a result of any negligent act or omission by the Company, the Company shall reimburse Retiree you for any such 409A Amount, grossed-up for taxes at an assumed total tax rate of forty percent (40%).