AMENDMENT NO. 3 TO
2022 EMPLOYMENT INDUCEMENT AWARD PLAN OF
TERNS PHARMACEUTICALS, INC.
The 2022 Employment Inducement Award Plan, as amended (the “Plan”) of Terns Pharmaceuticals, Inc. (the “Company”) is hereby further amended as follows (all capitalized terms used and not defined herein shall have the respective meanings ascribed to such terms in the Plan):
5.1 Number of Shares. Subject to adjustment under Article IX and the terms of this Article V, Awards may be made under the Plan covering up to 8,763,250 Shares. Shares issued or delivered under the Plan may consist of authorized but unissued Shares, Shares purchased on the open market or treasury Shares.
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Approved by the Compensation Committee of the Board of Directors effective as of January 1, 2026.