MANAGEMENT FOLLOWING THE MERGER Executive Officers and Directors of the Combined Company Following the Merger Following the merger, the resTORbio Board is expected to consist of seven directors. Pursuant to the merger ag

MANAGEMENT FOLLOWING THE MERGER

Executive Officers and Directors of the Combined Company Following the Merger

Following the merger, the resTORbio Board is expected to consist of seven directors. Pursuant to the merger agreement, all of the current directors of

resTORbio, other than Chen Schor, who is expected to act as the Chief Executive Officer of the combined company, and Jeffrey Chodakewitz, the designee selected by resTORbio to remain on the resTORbio Board, will resign from the resTORbio Board

effective and contingent upon the closing of the merger. Such remaining directors will then elect, effective as of the effective time of the merger, up to five designees selected by Adicet, each to serve as members of the resTORbio Board until each

of their respective successors are duly elected or appointed and qualified or their earlier death, resignation or removal.

Other than pursuant to the

merger agreement, there are no arrangements or understanding between any of the expected directors or executive officers of the combined company and any other person pursuant to which he or she was or is to be selected as a director or executive

officer. There are no family relationships between any of the expected directors or executive officers of the combined company.

provides information regarding the expected directors and executive officers of the combined company following the closing of the merger

ADICET EXECUTIVE COMPENSATION

Adicet s Senior Vice President, Chief Scientific Officer and Chief Operating Officer, Stewart Abbot, Senior Vice President and Chief Medical Officer,

Francesco Galimi, and Senior Vice President and Chief Human Resource Officer, Carrie Krehlik will each become an executive officer of the combined company, referred to in this section as Adicet s named executive officers or

Summary Compensation Table

following table shows information regarding compensation of Adicet s NEOs for the fiscal years ended December 31, 2019 and 2018.

Narrative Disclosure to Summary Compensation Table

Adicet has entered into offer

letters with its NEOs (referred to in this section as the offer letters ). The offer letters set forth the NEOs base salaries, performance bonus opportunities, sign-on bonus if applicable,

equity incentive and other employee benefits that are described in this Adicet Executive Compensation section. The offer letters provide for at-will employment, meaning that either party can

terminate the employment relationship at any time, although these offer letters provide that the NEOs would be eligible for severance benefits in certain circumstances following a termination of employment without cause (other than for death or

disability) or resignation for good reason (as defined in the offer letters).

Termination Without Cause or For Good Reason

Upon the NEO s termination by Adicet without cause (other than for death or disability) or resignation by the NEO for good reason and subject to

execution and nonrevocation of a release of claims, the offer letters provide for: (i) six months base salary payable in a lump sum, (ii) monthly premium payments to continue the NEO s health insurance coverage for up to six

months following his or her termination, and (iii) if such termination occurs with 12 months following a Liquidation, acceleration of all outstanding and unvested equity awards, however resTORbio notes that the merger will not

constitute a Liquidation (as defined below).

Cause is generally defined as the NEO s:

(A) performance of any act or failure to perform any act in bad faith and to the detriment of Adicet or its affiliates, including, but not

limited to, misappropriation of trade secrets, fraud or embezzlement;

(B) material breach of any agreement with Adicet or its affiliates;

(C) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person,

(D) willful refusal to implement or follow a lawful policy or directive of Adicet or its affiliates; or

(E) engagement in misfeasance or malfeasance demonstrated by a pattern of failure to perform job duties diligently and professionally.

Good Reason is general defined as the following actions taken without the consent of the NEO, subject to notice and cure periods:

(1) a change in the NEO s position with Adicet which materially and substantially reduces the level of responsibility or duties; provided,

however, that if Adicet is being acquired and made part of a larger entity, a change in the NEO s position shall not constitute Good Reason if such change does not result in a material and substantial reduction in the NEOs level of

responsibility or duties with respect to Adicet s business operations (whether as a subsidiary, business unit, division or otherwise of the acquirer) following such acquisition;

(2) a material reduction in the NEO s base salary, except for reductions that are comparable to reductions generally applicable to

similarly situated executives of Adicet; or

(3) a relocation of the NEO s principal place of employment by more than seventy-five

(75) miles from Adicet s current headquarters.

Liquidation has the meaning as set forth in Adicet s certificate of

Executive Compensation Elements

The following describes the material terms of the elements of Adicet s executive compensation program during 2019.

Adicet s Board and compensation

committee recognize the importance of base salary as an element of compensation that helps to attract and retain the NEOs. Adicet provides base salary as a fixed source of income for its NEOs for the services they provide to Adicet during the year,

and allows Adicet to maintain a stable executive team. The current base salaries for Adicet s NEOs are as follows: $400,000 for Dr. Abbot (increased in 2019 in connection with Dr. Abbot s promotion to his current role), $385,000

for Dr. Galimi, and $300,000 for Ms. Krehlik (increased in 2019 to reflect a market adjustment).

Annual Cash Incentive

Adicet also provides its NEOs with annual performance-based cash bonus opportunities, which are specifically designed to reward NEOs for the overall

performance of Adicet in a given year. The target annual cash bonus amounts relative to base salary vary depending on each NEOs accountability, scope of responsibilities, potential impact on Adicet s performance and in alignment with the

external market. The NEOs current target performance-based cash bonuses opportunities are: 40% of base salary for Dr. Abbot and 35% of base salary for Dr. Galimi and Ms. Krehlik. Such bonuses are

pro-rated for any partial year of employment and are paid, if applicable, during the first quarter of 2020.

Adicet Board considers Adicet s overall performance for the preceding fiscal year and achievement of certain performance targets developed by the Adicet Board in deciding whether to award a bonus and, if one is to be awarded, the amount of the

bonus. The Adicet Board retains the ability to apply discretion in making adjustments to the final bonus payouts.

The Adicet Board considers equity

incentives to be important in aligning the interests of the NEOs with those of its stockholders. As part of Adicet s pay-for-performance philosophy, its

compensation program tends to emphasize the long-term equity award component of total compensation packages paid to its NEOs. In determining the size of the equity incentives to be awarded to Adicet s NEOs, it takes into account a number of

internal factors, such as the relative job scope, the value of existing long-term incentive awards, individual performance history, prior contributions and anticipated future contributions to Adicet and the size of prior grants. Adicet uses stock

options to compensate its NEOs both in the form of initial grants in connection with the commencement of employment and periodic refresher grants. Because employees are able to profit from stock options only if Adicet s stock price increases

relative to the stock option s exercise price, Adicet believes stock options in particular provide meaningful incentives to employees to achieve increases in the value of Adicet stock over time. While Adicet intends that the majority of equity

awards to its employees be made pursuant to initial grants or its periodic refresh grants, the Adicet Board retains discretion to grant equity awards to employees at other times, including in connection with the promotion of an employee, to reward

an employee, for retention purposes or for other circumstances recommended by management or the Adicet Board. The exercise price of each stock option grant is the fair market value of Adicet s common stock on the grant date. Adicet does not

have any stock ownership requirements for its named executive officers. Each of the outstanding equity incentive awards held by Dr. Abbot, Dr. Galimi and Ms. Krehlik were issued pursuant to the Adicet 2015 plan.

Adicet Bio Inc. s 2015 Stock Incentive Plan. The Adicet 2015 plan was originally adopted by the Board/approved by the stockholders of Adicet on

August 13, 2015 and most recently amended in October 2019.

The Adicet 2015 plan allows Adicet to provide incentive stock options, within the meaning

of Section 422 of the Code, nonstatutory stock options, stock appreciation rights, restricted stock awards and restricted stock units (each, an award and the recipient of such award, a participant ) to eligible employees,

directors, officers and consultants of Adicet. Following the completion of the merger, certain outstanding Adicet awards will be converted into options to purchase common stock of resTORbio as described in more detail in the section entitled

The Merger Agreement Merger Consideration and Exchange Ratio beginning on page 207 of this proxy statement/prospectus/information statement.

Share Reserve. In connection with the most recent amendment of the Adicet 2015 plan, Adicet authorized an aggregate of 21,594,044 shares of Adicet

common stock for issuance under the Adicet 2015 plan. As of August 4, 2020, 13,462,799 shares of Adicet s common stock were issuable upon the exercise of outstanding stock options granted under the Adicet 2015 plan, and there were no other

awards outstanding under the Adicet 2015 plan.

Eligibility. Awards other than incentive stock options may be granted to employees, directors and

consultants of Adicet. Incentive stock options may be granted only to employees of the Adicet or a subsidiary. Awards may also be granted to such employees, directors or consultants who are residing in

non-U.S. jurisdictions as the administrator may determine from time to time.

Administration. The Adicet

2015 plan is administered by the Adicet Board or a committee thereof. The administrator has all authority and discretion necessary or appropriate to administer the Adicet 2015 plan and to control its operation, including the authority to construe

and interpret the terms of Adicet 2015 Plan and the awards granted thereunder. The administrator s decisions are final and binding on all participants and any other persons holding awards

Corporate Transaction. In the event of a corporate transaction, as defined in the Adicet 2015 plan, unless otherwise provided in an applicable award

agreement, outstanding awards that are not assumed will terminate (with vested option holders having the ability to exercise prior to closing). The Adicet 2015 plan administrator also has the option to accelerate all or a portion of any unvested

awards in connection with a corporate transaction

Employee Benefits Program

Adicet s NEOs are eligible to participate in regular health insurance, vacation, and other employee benefit plans established by Adicet for its employees

on the same terms as are made available to employees of Adicet generally. These benefit programs are designed to enable Adicet to attract and retain its workforce in a competitive marketplace. Health, welfare and vacation benefits ensure that Adicet

has a productive and focused workforce through reliable and competitive health and other benefits.

Dr. Galimi and Dr. Abbot are each entitled

to fully taxable reimbursements for reasonable travel and lodging expenses of up to $6,000 per month (for two years from start of employment with respect to Dr. Galimi, and for three years from start of employment, with respect to Dr. Abbot) for

travel to the San Francisco Bay Area in order to provide services to Adicet under their offer letters, and, in the alternative, a one-time taxable lump sum payment of up to $60,000 for reasonable moving

expenses if the NEO permanently relocates to the San Francisco Bay Area in order to provide services to Adicet.

Adicet currently maintains a 401(k)

retirement savings plan that allows eligible participants to defer a portion of their compensation, within limits prescribed by the Internal Revenue Code, on a pre-tax or

after-tax basis through contributions to the plan. Adicet s NEOs are eligible to participate in the 401(k) plan on the same terms as other full-time employees generally. No matching contributions were

provided in 2019. Adicet believes that providing a vehicle for retirement savings through Adicet s 401(k) plan adds to the overall desirability of Adicet s executive compensation package and further incentivizes Adicet employees, including

Adicet s NEOs, in accordance with Adicet s compensation policies.

Outstanding Equity Awards at August 4, 2020

The following table sets forth specified information concerning outstanding equity incentive plan awards for each of the NEOs outstanding as of August 4,