RESTORBIO, INC. EMPLOYMENT AGREEMENT This Employment Agreement ( Agreement ) is made as of the 30th day of August, 2018, between resTORbio, Inc., a Delaware corporation (the Company ), and Meredith S. Manning (the Execut

EMPLOYMENT AGREEMENT

This Employment Agreement ( Agreement ) is made as of the 30th day of August, 2018, between resTORbio, Inc., a Delaware

corporation (the Company ), and Meredith S. Manning (the Executive ) and is effective as of September 17, 2018 (the Effective Date ).

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the

receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

(a) Term. The term of this Agreement shall commence on the Effective Date and continue until terminated in

accordance with the provisions hereof (the Term ). The Executive s employment with the Company will continue to be at will, meaning that the Executive s employment may be terminated by the Company or the

Executive at any time and for any reason subject to the terms of this Agreement.

(b) Position and Duties.

During the Term, the Executive shall serve as the Chief Commercial Officer of the Company, and shall have supervision and control over and responsibility for the

day-to-day business and affairs of the Company and shall have such other powers and duties as may from time to time be prescribed by the Board of Directors of the

Company (the Board ), the Chief Executive Officer of the Company (the CEO ), or other authorized executive. The Executive shall devote her full working time and efforts to the business and affairs of the Company.

Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the Board, or engage in religious, charitable or other community activities as long as such services and activities are disclosed to the Board

and do not materially interfere with the Executive s performance of her duties to the Company as provided in this Agreement.

2. Compensation and Related Matters.

(a) Base Salary. During the Term, the Executive s annual base salary shall be $345,000. The Executive s

base salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the Compensation Committee ). The base salary in effect at any given time is referred to herein as Base Salary. The

Base Salary shall be payable in a manner that is consistent with the Company s usual payroll practices for executive officers.

(b) Incentive Compensation. During the Term, the Executive shall be eligible to receive cash incentive

compensation as determined by the Board or the Compensation Committee from time to time. The Executive s initial target annual incentive compensation shall be 40% percent of her Base Salary (the Target Annual Incentive

Compensation ). To earn incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid.

(c) Equity. As soon as practicable following the execution of

this Agreement, and subject to the approval of the Company s Board of Directors the Executive shall be granted an incentive stock option (the Option ) under resTORbio s Stock Incentive Plan (the Plan )

to purchase 175,000 of shares of Common Stock. The Option shall vest over four years from the Effective Date, with 1/4 of the shares underlying such option vesting on the first anniversary of the Effective Date and the remaining 3/4 of such shares

vesting in 12 equal quarterly installments following such first anniversary, provided that the Executive is engaged by the Company on each such vesting date. The Option shall have an exercise price equal to the fair market value of the Common Stock

on the date of grant and shall be subject to the provisions set forth in the Plan and the Form of Incentive Stock Option Agreement previously approved by the Board.

(d) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses

incurred by her during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers.

(e) Other Benefits. During the Term, the Executive shall be eligible to participate in or receive benefits under

the Company s employee benefit plans in effect from time to time, subject to the terms of such plans. In addition, the Company shall promptly reimburse the Executive for up to $35,000 of documented expenses incurred by the Executive in

connection with relocation to the Boston, MA area for her employment with the Company. If on or before the first anniversary of the Effective Date, the Executive voluntarily terminates her employment with the Company without Good Reason or if the

Executive s employment is terminated for Cause pursuant to Section 3, the Executive shall promptly repay the Company in full for the amount of such relocation expenses actually paid by the Company.

(f) Vacations. During the Term, the Executive shall be entitled to paid vacation in accordance with the

Company s policies and procedures. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers.

3. Termination. During the Term, the Executive s employment hereunder may be terminated without any breach

of this Agreement under the following circumstances:

(a) Death. The Executive s employment hereunder

shall terminate upon her death.

(b) Disability. The Company may terminate the Executive s employment

if she is disabled and unable to perform the essential functions of the Executive s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in

any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to perform the essential functions of the Executive s then existing position

or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable detail by a physician selected by the Company to whom the Executive or the

Executive s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue. The

Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to submit such

certification, the Company s determination of such issue shall be binding on the Executive. Nothing in this Section 3(b) shall be construed to waive the Executive s rights, if any, under existing law including, without limitation, the

Family and Medical Leave Act of 1993, 29 U.S.C. 2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. 12101 et seq.

(c) Termination by Company for Cause. The Company may terminate the Executive s employment hereunder for

Cause. For purposes of this Agreement, Cause shall mean: (i) conduct by the Executive constituting a material act of misconduct in connection with the performance of her duties, including, without limitation, misappropriation of

funds or property of the Company or any of its subsidiaries or affiliates other than the occasional, customary and de minimis use of Company property for personal purposes; (ii) the commission by the Executive of any felony or a misdemeanor

involving moral turpitude, deceit, dishonesty or fraud, or any conduct by the Executive that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries or affiliates if she were retained

in her position; (iii) continued non-performance by the Executive of her duties hereunder (other than by reason of the Executive s physical or mental illness, incapacity or disability) which has

continued for more than 30 days following written notice of such non-performance from the CEO; (iv) a breach by the Executive of any of the provisions contained in Section 7 of this Agreement;

(v) a material violation by the Executive of the Company s written employment policies; or (vi) failure to cooperate with a bona fide internal investigation or an investigation by regulatory or law enforcement authorities, after being

instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other

materials in connection with such investigation.

(d) Termination Without Cause. The Company may terminate

the Executive s employment hereunder at any time without Cause. Any termination by the Company of the Executive s employment under this Agreement which does not constitute a termination for Cause under Section 3(c) and does not result

from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination without Cause.

(e) Termination by the Executive. The Executive may terminate her employment hereunder at any time for any

reason, including but not limited to Good Reason. For purposes of this Agreement, Good Reason shall mean that the Executive has complied with the Good Reason Process (hereinafter defined) following the

occurrence of any of the following events: (i) a material diminution in the Executive s responsibilities, authority or duties; (ii) a material diminution in the Executive s Base Salary except for across-the-board salary reductions based on the Company s financial performance similarly affecting all or substantially all senior management employees of the Company; (iii) a material change in

the geographic location at which the Executive provides services to the Company; or (iv) the material breach of this Agreement by the Company. Good Reason Process shall mean that (i) the Executive reasonably determines

in good faith that a Good Reason condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within 60 days of the first occurrence of such condition; (iii) the Executive

cooperates in good faith with the Company s efforts, for a period not less than 30 days following such notice (the

Cure Period ), to remedy the condition; (iv) notwithstanding such efforts, the Good Reason condition continues to exist; and (v) the Executive terminates her

employment within 60 days after the end of the Cure Period. If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.

(f) Notice of Termination. Except for termination as specified in Section 3(a), any termination of the

Executive s employment by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a Notice of Termination shall

mean a notice which shall indicate the specific termination provision in this Agreement relied upon.

of Termination. Date of Termination shall mean: (i) if the Executive s employment is terminated by her death, the date of her death; (ii) if the Executive s employment is terminated on account of disability

under Section 3(b) or by the Company for Cause under Section 3(c), the date on which Notice of Termination is given; (iii) if the Executive s employment is terminated by the Company under Section 3(d), the date on which a

Notice of Termination is given; (iv) if the Executive s employment is terminated by the Executive under Section 3(e) without Good Reason, 30 days after the date on which a Notice of Termination is given, and (v) if the

Executive s employment is terminated by the Executive under Section 3(e) with Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the foregoing, in the event that the Executive

gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this Agreement.

4. Compensation Upon Termination.

(a) Termination Generally. If the Executive s employment with the Company is terminated for any reason, the

Company shall pay or provide to the Executive (or to her authorized representative or estate) (i) any Base Salary earned through the Date of Termination, unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of

this Agreement) and unused vacation that accrued through the Date of Termination on or before the time required by law but in no event more than 30 days after the Executive s Date of Termination; and (ii) any vested benefits the Executive

may have under any employee benefit plan of the Company through the Date of Termination, which vested benefits shall be paid and/or provided in accordance with the terms of such employee benefit plans (collectively, the Accrued

(b) Termination by the Company Without Cause or by the Executive with Good Reason.

During the Term, if the Executive s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates her employment for Good Reason as provided in Section 3(e), then the Company shall pay

the Executive her Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return

of property and non-disparagement, in a form and manner satisfactory to the Company (the Separation Agreement and Release ) and the Separation Agreement and Release becoming irrevocable and

fully effective, all within 60 days after the

Date of Termination (or such shorter time period provided in the Separation Agreement and Release):

(i) the Company shall pay the Executive an amount equal to the sum of 0.5 times the

Executive s Base Salary. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease;

(ii) if the Executive was participating in the Company s group health plan immediately prior to the

Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for 6 months or the Executive s COBRA health continuation period, whichever ends earlier, in an amount equal to the

monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and

(iii) the amounts payable under Section 4(b)(i) and (ii) shall be paid out in substantially

equal installments in accordance with the Company s payroll practice over 6 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period

begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the

initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a

separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

5. Change in Control Payment. The provisions of this Section 5 set forth certain terms of an agreement

reached between the Executive and the Company regarding the Executive s rights and obligations upon the occurrence of a Change in Control of the Company. These provisions are intended to assure and encourage in advance the Executive s

continued attention and dedication to her assigned duties and her objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 4(b)

regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within 12 months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no

further force or effect beginning 12 months after the occurrence of a Change in Control.