MGEN Miragen Therapeutics Inc

(e)

Stock Options

On February 12, 2020, the board of directors (the “Board”) of Miragen Therapeutics, Inc. (“Miragen,” the “Company,” “we,” “our” or “us”) approved the grant of stock options (the “Options”) to our principal executive officer, principal financial officer and our Chief Medical Officer (the “Executive Officers”). The Options were granted under and in accordance with the terms and conditions of our 2016 Equity Incentive Plan (the “Plan”) and the Form of Stock Option Grant Notice and Option Agreement for the Plan (the “Related Agreements”) filed with the SEC as Exhibits 10.37 and 10.38 to our Registration Statement on Form S-4 (File No. 333-214893), as filed with the SEC on December 2, 2016, as amended.

Pursuant to the terms of the grants, the Plan and the Related Agreements, the Options will vest as follows: (i) 50% of the shares of common stock subject to each of the Options shall vest in 48 equal monthly installments beginning on March 12, 2020, (ii) 25% of the shares of common stock subject to each of the Options shall vest on completion of a specified milestone related to cobomarsen development and (iii) 25% of the shares of common stock subject to each of the Options shall vest on completion of a specified milestone related to MRG-229 development, provided that, with respect to each of the Options, at the relevant vesting dates the Executive Officer’s continuous service to Miragen has not been terminated as defined in and as determined under the Plan. The shares underlying each of the Options are subject to accelerated vesting upon the occurrence of specified events, including a change of control of Miragen, and the Executive Officer’s termination. The Options expire ten years after the date of grant.

The exercise price for each Option is $0.795 per share, which equals the closing price for Miragen’s common stock on The NASDAQ Capital Market on the date of grant.

The following table sets forth the Options granted to each Executive Officer:

The foregoing summary of the Plan and Related Agreements is qualified in its entirety by reference to the full text of the Plan and the Related Agreements that we have filed with the SEC.

2020 Base Salary and Bonus Targets

On February 12, 2020, the Board approved the 2020 base salaries and target bonus awards for the Executive Officers. The 2020 bonus awards for the Executive Officers will be based on the achievement of corporate and individual performance goals as approved by the Board and discussed in more detail below. The 2020 base salaries and target bonus awards for the Executive Officers are as follows:

To receive any portion of his cash bonus award, each Executive Officer must be employed by us on the date any such bonuses are payable. The amounts payable to each Executive Officer are subject to review and adjustment in the sole discretion of the Board or the Compensation Committee and will be weighted for each officer based on the Board’s or Compensation Committee’s determination of the achievement of each’s individual and the corporate performance goals.

2020 Corporate Performance Goals

On February 12, 2020, the Board approved corporate performance goals for the fiscal year ending December 31, 2020. The corporate performance goals, which may be updated at the Board’s discretion during 2020, include: