Exhibit 10.1

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10)(iv). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.

Kiniksa Pharmaceuticals International, plc

KPL-387 Long-Term Incentive Plan

(VP+ Employees – Executive Officers)

Effective Date: April 17, 2025

1.            Purpose. This Kiniksa Pharmaceuticals International, plc KPL-387 Long-Term Incentive Plan (as it may be amended from time to time, the “Plan”) is intended to increase stockholder value and the success of the Company by motivating and retaining selected Participants to achieve the Company’s objectives. The Plan goals are to be achieved by providing such Participants with cash, share option, and/or restricted share unit award opportunities, where the grant, payment or vesting, as applicable, of the Awards shall be based on a successful BLA submission for KPL-387 in the United States for the treatment of recurrent pericarditis and/or subsequent FDA approval of the treatment. Capitalized terms used but not otherwise defined herein shall have the meanings set forth in Section 2 of the Plan.

2.            Definitions.

(a)            “Award” shall mean a Cash Award, Option Award, or an RSU Award granted to a Participant under the Plan.

(b)            “BLA Acceptance” shall mean the acceptance by the FDA of the BLA Filing.

(c)            “BLA Acceptance Date” shall mean the date that the FDA notifies the Company of the acceptance of the BLA Filing.

(d)            “BLA Achievement Percentage” shall mean:

(i)            In the event the BLA Filing Milestone is achieved on or before [***], 100%;

(ii)           In the event the BLA Filing Milestone is achieved on or after [***] and on or before [***], 75%;

(iii)          In the event the BLA Filing Milestone is achieved on or after [***] and on or before [***], 50%; or

(iv)          In the event the BLA Filing is achieved on or after [***], 0%.

(e)            “BLA Filing Milestone” shall mean the submission of a Biologics License Application (“BLA”) to the FDA for KPL-387 in the United States by the Company or a Subsidiary for the treatment of recurrent pericarditis (the “BLA Filing”).

(f)            “BLA Filing Milestone Award” shall have the meaning ascribed to such term in Section 5(a).

(g)           “BLA Target Award Value” shall mean fifty percent (50%) of a Participant’s base salary for the fiscal year in which the applicable Award is granted, increased by five percent (5%) on an annual basis for each calendar year up to and including [***] that commences after the BLA Filing Milestone Award is granted, as adjusted pursuant to Section 4(b) and as determined by the Committee.

(h)           “Black-Scholes Value” shall mean the per share fair value of a share option calculated on the basis of the Black-Scholes option pricing model and using as inputs to such model (i) for the value of one Ordinary Share, the average closing price of the Ordinary Shares over each trading day occurring in the thirty (30) calendar days ending on the day prior to the Effective Date (or in the case of a newly hired Eligible Employee under Section 4(b), the date the applicable Option Award is granted) or such other date determined by the Committee, and (ii) such other assumptions as are determined by the Company’s Chief Accounting Officer on or prior to the grant date of the applicable Option Award.

(i)            “Board” shall mean the Board of Directors of the Company.

(j)            “Cash Award” shall mean a cash award granted under the Incentive Plan, which grant shall be subject to the terms of the Plan, the Incentive Plan (including the Sub-Plan for UK Employees with respect to the Cash Award granted to Participants based in the United Kingdom) and an agreement between the Company and the Participant.

(k)           “Cause” shall have the meaning set forth in the Incentive Plan.

(l)            “Change in Control” shall have the meaning set forth in the Incentive Plan.

(m)          “Code” shall mean the Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

(n)           “Committee” shall mean the Compensation Committee of the Board.

(o)           “Company” shall mean Kiniksa Pharmaceuticals International, plc, a public limited company organized under the laws of England and Wales.

(p)           “Effective Date” shall mean April 17, 2025.

(q)            “Eligible Employee” shall mean a full-time employee of the Company or its Subsidiaries who, as of the date such individual is issued an Award: (i) holds a title of Vice President or above and works at least five (5) days per week from a designated Company location, including each of the first three (3) Fridays of each calendar month, (ii) has been designated as an executive officer of the Company, and (iii) is not otherwise participating in a commercial incentive plan.

(r)            “FDA” shall mean the U.S. Food and Drug Administration and any successor agency thereto.

(s)            “FDA Approval Achievement Percentage” shall mean:

(i)            In the event the FDA Approval Milestone is achieved on or before [***], 100%;

(ii)           In the event the FDA Approval Milestone is achieved on or after [***] and on or before [***], 75%;

(iii)          In the event the FDA Approval Milestone is achieved on or after [***] and on or before [***], 50%; or

(iv)          In the event the FDA Approval Milestone is achieved on or after [***], 0%.

(t)            “FDA Approval Milestone” shall mean the Committee’s certification on or prior to [***] of the approval by the FDA for the commercial sale and marketing of KPL-387 in the United States by the Company or a Subsidiary for the treatment of recurrent pericarditis.

(u)            “FDA Approval Milestone Award” shall have the meaning ascribed to such term in Section 5(b).

(v)            “FDA Approval Target Award Value” shall mean fifty percent (50%) of a Participant’s base salary for the fiscal year in which the applicable Award is granted, increased by five percent (5%) on an annual basis for each calendar year up to and including [***] that commences after the FDA Approval Milestone Award is granted, as adjusted pursuant to Section 4(b) and as determined by the Committee.

(w)            “Good Reason” shall mean, with respect to a Participant holding an Award, “Good Reason” (or any term of similar effect) as defined in the Participant’s employment agreement with the Company or a Subsidiary if such an agreement exists and contains a definition of Good Reason (or term of similar effect). For the avoidance of doubt, if no such agreement exists or such agreement does not contain a definition of Good Reason (or term of similar effect), the term “Good Reason” as used in this Plan shall have no effect.

(x)            “Incentive Plan” shall mean the Kiniksa Pharmaceuticals International, plc 2018 Incentive Award Plan, as may be amended from time to time.

(y)            “Milestone” shall mean either the BLA Filing Milestone or the FDA Approval Milestone.

(z)            “Option Award” shall mean a share option award granted under the Incentive Plan, which grant shall be subject to the terms of the Plan, the Incentive Plan (including the Sub-Plan for UK Employees with respect to the Option Award granted to Participants based in the United Kingdom) and a share option agreement between the Company and the Participant.

(aa)          “Ordinary Shares” shall mean the Class A Ordinary Shares of the Company.

(bb)         “Participant” shall mean an Eligible Employee who (i) meets the eligibility requirements described in Section 4 of the Plan or (ii) is otherwise designated as a Participant by the Committee.

(cc)          “RSU Award” shall mean a restricted share unit award granted under the Incentive Plan, which grant shall be subject to the terms of the Plan, the Incentive Plan (including the Sub-Plan for UK Employees with respect to the RSU Award granted to Participants based in the United Kingdom) and a restricted share unit agreement between the Company and the Participant.

(dd)         “Subsidiary” shall have the meaning set forth in the Incentive Plan.

(ee)          “Target Award Values” shall mean, collectively, BLA Target Award Values and FDA Approval Target Award Values.

3.            Administration. The Plan shall be administered by the Committee. The Committee shall have full authority to make rules and establish administrative procedures in connection with the Plan; to interpret the Plan and those rules and procedures; to determine Target Award Values and any adjustments to such Target Award Values, including after the grant of any Awards; to approve the granting of, or the payment of, as applicable, all of the Awards; to determine when and whether a Milestone or BLA Acceptance has been achieved; and to make all other determinations, including factual determinations, and to take all other actions necessary or appropriate for the proper administration of the Plan, including the delegation of such authority or power, where appropriate and consistent with applicable law. All decisions, determinations, and interpretations by the Committee shall be final and binding on the Company and all Participants. The Board may, at any time and from time to time, vest in itself or otherwise exercise any authority or duties of the Committee under the Plan.

4.            Eligibility; Participation; Adjustments.

(a)            Current Employees in Good Standing. Unless otherwise determined by the Committee in its discretion, each Eligible Employee who is in good standing (and not on a performance improvement plan) as of the Effective Date, as determined by the Committee in its discretion, shall automatically be deemed a Participant as of such date and shall be eligible for the grant of Awards set forth in Section 5 hereunder, subject to his or her continued employment in good standing with the Company or a Subsidiary on the applicable grant date. The Committee may designate future Participants from Eligible Employees who are removed from a performance improvement plan or based on such other considerations it deems appropriate, in its discretion.

(b)            Newly Hired Employees. Absent any determination by the Committee to the contrary, each Eligible Employee who is newly hired by the Company or a Subsidiary prior to the earlier of the BLA Filing and [***] (the “New Hire Cut Off Date”) shall automatically be deemed a Participant as of his or her first day of employment with the Company or the Subsidiary and shall be eligible for the grant of the Awards set forth in Section 5 hereunder, subject to his or her continued employment in good standing with the Company or a Subsidiary on the applicable grant date. Notwithstanding the foregoing, the Target Award Value for each Award granted to such Participant shall be prorated by multiplying such Target Award Value by the percentage set forth in the table below opposite such Participant’s employment commencement date, subject to the New Hire Cut Off Date.

For the avoidance of doubt, any Eligible Employees hired by the Company or a Subsidiary on or after the New Hire Cut Off Date shall not be eligible to participate in the Plan.

 5.            Awards.

(a)            BLA Filing Milestone Award. As soon as administratively practicable following the date on which an Eligible Employee becomes a Participant, the Committee shall grant such Participant an RSU Award, Option Award, and Cash Award as follows: (i) in the case of the RSU Award, covering a target number of Ordinary Shares equal to one-third (1/3) of the BLA Target Award Value divided by the average closing price of the Ordinary Shares during the thirty (30) calendar days ending on the day prior to the Effective Date (or in the case of a newly hired Eligible Employee under Section 4(b), the grant date) or such other date determined by the Committee, as determined by the Committee, rounded down to the nearest whole share; (ii) in the case of the Option Award, covering a number of Ordinary Shares equal to one-third (1/3) of the BLA Target Award Value divided by the Black-Scholes Value, rounded down to the nearest whole share; and (iii) in the case of the Cash Award, equal to one-sixth (1/6) of the Participant’s actual base salary at the time the BLA Filing Milestone is achieved. Each of the RSU Award, Option Award and Cash Award shall be eligible to be earned upon achievement of the BLA Filing Milestone, based on the BLA Achievement Percentage, subject to the occurrence of the BLA Acceptance, and further subject in each case to the Participant’s continued employment with the Company or a Subsidiary on the BLA Acceptance Date (collectively, as applicable, the “BLA Filing Milestone Award”).

(b)            FDA Approval Milestone Award. As soon as administratively practicable following the date on which an Eligible Employee becomes a Participant, the Committee shall grant such Participant an RSU Award, Option Award, and Cash Award as follows: (i) in the case of the RSU Award, covering a target number of Ordinary Shares equal to one-third (1/3) of the FDA Approval Target Award Value divided by the average closing price of the Ordinary Shares during the thirty (30) calendar days ending on the day prior to the Effective Date (or in the case of a newly hired Eligible Employee under Section 4(b), the grant date) or such other date determined by the Committee, as determined by the Committee, rounded down to the nearest whole share; (ii) in the case of the Option Award, covering a number of Ordinary Shares equal to one-third (1/3) of the FDA Approval Target Award Value divided by the Black-Scholes Value, rounded down to the nearest whole share; and (iii) in the case of the Cash Award, equal to one-sixth (1/6) of the Participant’s actual base salary at the time the FDA Approval Milestone is achieved. Each of the RSU Award, Option Award, and Cash Award shall be eligible to be earned upon achievement of the FDA Approval Milestone, based on the FDA Approval Achievement Percentage, subject in each case to the Participant’s continued employment with the Company or a Subsidiary on the achievement date, if any, for the FDA Approval Milestone (collectively, as applicable, the “FDA Approval Milestone Award”).

(c)            Timing of Vesting and Payout of Awards.

(i)            Any RSU Award, Option Award, or Cash Award covered by the BLA Filing Milestone Award shall vest, if at all, on the BLA Acceptance Date and the Cash Award and the Ordinary Shares underlying the RSU Award shall be paid or delivered, as applicable, as soon as administratively practicable following the BLA Acceptance Date but in no event later than thirty (30) days following such date, subject, for the avoidance of doubt, to the Participant’s continued employment with the Company or a Subsidiary through the BLA Acceptance Date.

(ii)            Any RSU Award, Option Award, or Cash Award covered by the FDA Approval Milestone Award shall vest, if at all, on the date the FDA Approval Milestone is achieved and the Cash Award and the Ordinary Shares underlying the RSU Award shall be paid or delivered, as applicable, as soon as administratively practicable following the date the FDA Approval Milestone is achieved but in no event later than thirty (30) days following such date, subject, for the avoidance of doubt, to the Participant’s continued employment with the Company or a Subsidiary through the date the FDA Approval Milestone is achieved.

(d)            Termination; Forfeiture.

(i)            Subject to Section 6 below, in the event of a Participant’s termination of employment with the Company or a Subsidiary prior to the achievement of a Milestone or, in the case of the BLA Filing Milestone Award, prior to the BLA Acceptance Date, any Award applicable to such Milestone shall immediately and automatically be canceled and forfeited, unless otherwise determined by the Committee; provided, however, that if a Participant’s employment is terminated by the Company or a Subsidiary without Cause or due to the Participant’s resignation for Good Reason (if applicable) and, within sixty (60) days of the date of termination, the BLA Acceptance Date occurs, the Participant will be deemed employed on the BLA Acceptance Date for purposes of the BLA Filing Milestone Award granted under the Plan.

(ii)            In the event the BLA Filing Milestone is not achieved on or prior to [***], (1) any outstanding Cash Award held by Participants covered by the BLA Filing Milestone Award, and (2) any outstanding RSU Award and any outstanding Option Award held by Participants covered by the BLA Filing Milestone Award shall automatically be canceled and forfeited on [***], unless otherwise determined by the Committee. In the event that the BLA Filing Milestone is achieved on or prior to [***] but the BLA Acceptance Date does not occur on or before [***] (x) any outstanding Cash Award held by Participants covered by the BLA Filing Milestone Award, and (y) any outstanding RSU Award and any outstanding Option Award held by Participants covered by the BLA Filing Milestone Award shall automatically be canceled and forfeited on [***], unless otherwise determined by the Committee.

(iii)            In the event the FDA Approval Milestone is not achieved on or prior to [***], (1) any outstanding Cash Award held by Participants covered by the FDA Approval Milestone Award, and (2) any outstanding RSU Award and any outstanding Option Award held by Participants covered by the FDA Approval Milestone Award shall automatically be canceled and forfeited on [***], unless otherwise determined by the Committee.

6.            Change in Control.

Notwithstanding anything herein to the contrary:

(a)            In the event a Participant’s Award (or portion thereof) is assumed or substituted for by the successor or surviving entity in connection with a Change in Control and the Participant’s employment is terminated by the Company, a Subsidiary or a successor entity without Cause or due to the Participant’s resignation for Good Reason (if applicable), in either case, on or within 12 months following the Change in Control (the date of such termination, the “Qualifying Termination Date”):

(i)            If the BLA Filing Milestone and/or FDA Approval Milestone, as applicable, has not been achieved but is still achievable on or before the Qualifying Termination Date because the Change in Control occurs prior to [***] or [***], as applicable, the Participant’s outstanding Cash Awards, RSU Awards and Option Awards covered by the BLA Filing Milestone Award and the FDA Approval Milestone Award, as applicable, shall be earned as if such Milestone(s) had been achieved on the Qualifying Termination Date based on the BLA Achievement Percentage or FDA Approval Achievement Percentage applicable to such date and, in the case of the BLA Filing Milestone, treating the BLA Acceptance condition as having been satisfied as of the Qualifying Termination Date, with (x) the Participant’s Cash Award payable upon, but in no event later than thirty (30) days following, the Qualifying Termination Date; (y) shares issuable under the Participant’s RSU Award to be delivered upon, but in no event later than thirty (30) days following, the Qualifying Termination Date, and (z) the Participant having ninety (90) days following the Qualifying Termination Date to exercise that portion of the Option Award, if any, that was vested and unexercised as of such Qualifying Termination Date (but not later than the end of the original term of the Option Award);

(ii)            If the BLA Filing Milestone and/or FDA Approval Milestone, as applicable, has been achieved on or before the Qualifying Termination Date (and, in the case of the BLA Filing Milestone, treating the BLA Acceptance condition as having been satisfied as of the Qualifying Termination Date), (x) the Participant’s Cash Award (to the extent then unpaid) shall be payable upon, but in no event later than thirty (30) days following, the Qualifying Termination Date; (y) shares issuable under the Participant’s RSU Award, to the extent then undelivered, will be delivered upon, but in no event later than thirty (30) days following, the Qualifying Termination Date, and (z) the Participant shall have ninety (90) days following the Qualifying Termination Date to exercise that portion of the Option Award, if any, that was vested and unexercised as of such Qualifying Termination Date (but not later than the end of the original term of the Option Award).

(b)            In the event a Participant’s Award (or portion thereof) is not assumed or substituted for by the successor or surviving entity in connection with a Change in Control, the Participant’s outstanding Cash Awards, RSU Awards and Option Awards covered by the BLA Filing Milestone Award and the FDA Approval Milestone Award, as applicable, shall be earned as if the applicable Milestone had been achieved as of the date of the Change in Control based on the BLA Achievement Percentage or FDA Approval Achievement Percentage applicable to such date and, in the case of the BLA Filing Milestone, treating the BLA Acceptance condition as having been satisfied as of the date of the Change in Control.

7.            No Right to Employment or Award. Selection to participate in the Plan shall not confer upon any employee any right with respect to continued employment by the Company or a Subsidiary or continued participation in the Plan. Furthermore, the Company and each Subsidiary reaffirms its at-will relationship with its employees and expressly reserves the right at any time to terminate the employment of a Participant free from any liability or claim for benefits pursuant to the Plan, except as required under applicable law or provided under this Plan, other written plan adopted by the Company or a Subsidiary or written agreement between the Company or a Subsidiary and the Participant.

8.            Discretion of Company and Committee. Any decision made or action taken by the Company or by the Committee arising out of or in connection with the creation, amendment, construction, administration, interpretation or effect of the Plan shall be within the sole and absolute discretion of the Company or the Committee, as the case may be, and shall be conclusive and binding upon all persons. In no event shall there be a requirement for uniform treatment as to Participants or Awards under the Plan. When determining the level of achievement of any Milestone or determining an Award or the allocation of an Award, the Committee may take into account a Participant’s individual performance and contributions and expected contributions to the Milestone and the Company. The Committee may amend an Award to decrease payment under, or the number of Ordinary Shares subject to, the Award based on its assessment of the level of achievement under the Award. To the maximum extent possible, no member of the Committee shall have any liability for actions taken or omitted under the Plan by such member or any other person.

9.            No Funding of Plan. Neither the Company nor any Subsidiary shall be required to fund or otherwise segregate any cash or any other assets which may at any time be paid to Participants under the Plan. The Plan shall constitute an “unfunded” plan of the Company. The Company shall not, by any provisions of the Plan, be deemed to be a trustee of any property, and any rights of any Participant shall be no greater than those of a general unsecured creditor or stockholder of the Company, as the case may be.

10.          Non-Transferability of Benefits and Interests. Except as expressly provided by the Committee, no benefit payable under the Plan shall be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, any such attempted action shall be void, and no such benefit shall be in any manner liable for or subject to debts, contracts, liabilities, engagements or torts of any Participant. This Section 10 shall not apply to an assignment of a contingency or payment due (i) after the death of a Participant to the deceased Participant’s legal representative or beneficiary, or (ii) after the disability of a Participant to the disabled Participant’s personal representative.

11.            Non-Exclusivity. The Plan does not limit the authority of the Company, the Board or the Committee, or any current or future Subsidiary of the Company to grant awards or authorize any other compensation to any person under any other plan or authority, other than that specifically prohibited herein.

12.            Amendment or Termination; Governing Law. The Board and the Committee each reserve the right at any time to make any changes in the Plan as it may consider desirable or may suspend, discontinue or terminate the Plan at any time; provided that following the occurrence of a Change in Control, the Plan may not be amended or modified in any manner that materially decreases the payments or benefits payable with respect to an outstanding Award or otherwise materially adversely affects a Participant’s economic rights with respect to an outstanding Award. Unless earlier terminated pursuant to the preceding sentence, the Plan shall terminate upon the earliest to occur of (i) [***], provided that the FDA Approval Milestone has not been achieved by such date, (ii) unless otherwise determined by the Board or the Committee, the date on which it is no longer possible for the Company to achieve the FDA Approval Milestone, or (iii) the payment of all amounts payable hereunder. Except to the extent governed by the laws of England and Wales (as it relates to Awards under the Incentive Plan), the Plan and all Awards will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles.

13.            Non-U.S. Participants; Incorporation of Incentive Plan. The Committee may modify the terms of Awards granted to Participants who are citizens or residents of a country other than the United States or employed outside the United States or establish subplans or procedures under the Plan to address differences in laws, rules, regulations or customs of such foreign jurisdictions with respect to tax, securities, currency, employee benefit or other matters. The Plan is established under and subject to the terms of the Incentive Plan, including the Sub-Plan for UK Employees with respect to Awards granted to Participants based in the United Kingdom. Accordingly, if there is a conflict between the terms of the Plan and the Incentive Plan, the terms of the Incentive Plan will control.

14.            Taxes; Section 409A of The Code. All payments under the Plan shall be subject to reduction for applicable tax and other legally or contractually required withholdings. Neither the Company nor any of its Subsidiaries, nor the Committee, nor any person acting on behalf of the Company, any of its Subsidiaries, or the Committee, will be liable for any adverse tax or other consequences to any Participant or to the estate or beneficiary of any Participant or to any other holder of an Award that may arise or otherwise be asserted with respect to the Award or any acceleration of income or any additional tax (including any interest and penalties) asserted by reason of the failure of an Award to satisfy the requirements of 409A of the Code or be exempt from Section 409A of the Code. All Awards under the Plan are intended to be exempt from the requirements of Section 409A of the Code and all payments hereunder will be made within the time period required so that they constitute short-term deferrals within the meaning of Section 409A of the Code. Each payment under the Plan is intended to be a separate payment and the right to a series of installment payments under the Plan is to be for purposes of Section 409A of the Code.

* * * * *

Exhibit 10.2

LTIP – BLA Filing Milestone Cash Award

KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC
2018 INCENTIVE AWARD PLAN

PERFORMANCE CASH AWARD GRANT NOTICE – BLA FILING MILESTONE

Capitalized terms not specifically defined in this Performance Cash Award Grant Notice (the “Grant Notice”) have the meanings given to them in the 2018 Incentive Award Plan (as amended from time to time, the “Plan”) or the KPL-387 Long-Term Incentive Plan (as amended from time to time, the “LTIP”) of Kiniksa Pharmaceuticals International, plc (the “Company”).

The Company has granted to the participant listed below (“Participant”) the performance cash bonus award (the “Cash Award”) described in this Grant Notice, subject to the terms and conditions of the Plan, the LTIP and the Performance Cash Award Agreement attached as Exhibit A (the “Agreement”), all of which are incorporated into this Grant Notice by reference.

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the LTIP and the Agreement. Participant has reviewed the Plan, the LTIP, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, the LTIP, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the LTIP, this Grant Notice or the Agreement.

Exhibit A

PERFORMANCE CASH AWARD AGREEMENT – BLA FILING MILESTONE

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan or the LTIP.

ARTICLE I. GENERAL

1.1            Cash Award. The Company has granted the Cash Award to Participant, which represents the right to receive an amount in cash pursuant to the terms of the LTIP and this Agreement. Participant will have no right to the payment of the Cash Award until the time (if ever) the Cash Award has been earned, and Participant acknowledges that the amount of the Cash Award will be paid and determined as set forth in the LTIP and this Agreement.

1.2            Incorporation of Terms of Plan and LTIP. The Cash Award is subject to the terms and conditions set forth in this Agreement, the Plan and the LTIP, which are incorporated herein by reference. In the event of any inconsistency between the Plan or the LTIP and this Agreement, the terms of the Plan and the LTIP will control.

1.3            Unsecured Promise. The Cash Award will at all times prior to payment represent an unsecured Company obligation payable only from the Company’s general assets.

ARTICLE II. VESTING; FORFEITURE AND CHANGE IN CONTROL

2.1            Vesting; Forfeiture; Change in Control.

 (a)            The Cash Award will be earned and vested as set forth in the vesting schedule contained in the Grant Notice. In the event of Participant’s termination of employment with the Company or a Subsidiary for any reason, the Cash Award, to the extent unvested, will be treated as set forth in Section 5(d) of the LTIP.

 (b)            Notwithstanding the foregoing, in the event of a Change in Control, the Cash Award will be treated as set forth in Section 6 of the LTIP.

ARTICLE III. TAXATION AND TAX WITHHOLDING

3.1            Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of the Cash Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2            Tax Withholding.

 (a)            Unless the Administrator otherwise determines, the Company will withhold from amounts otherwise payable under the Cash Award in cash an amount that the Company determines to be necessary to satisfy applicable tax withholding obligations arising as a result of such cash payment under the Cash Award.

 (b)            Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Cash Award, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Cash Award. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the Cash Award. The Company and the Subsidiaries do not commit and are under no obligation to structure the Cash Award to reduce or eliminate Participant’s tax liability.

ARTICLE IV. OTHER PROVISIONS

4.1            Adjustments. Participant acknowledges that the Cash Award is subject to adjustment, modification and termination in certain events as provided in this Agreement, the LTIP and the Plan.

4.2            Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.3            Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.4            Conformity to Applicable Laws. Participant acknowledges that the Plan, the LTIP, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.5            Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and the LTIP, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.6            Entire Agreement. The Plan, the LTIP, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.7            Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.8            Limitation on Participant’s Rights. Participation in the Plan and the LTIP confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable, subject to the LTIP, and may not be construed as creating a trust. Neither the Plan nor any underlying program, including the LTIP, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Cash Award, and rights no greater than the right to receive cash as a general unsecured creditor with respect to the Cash Award, as and when settled pursuant to the terms of this Agreement.

4.9            Not a Contract of Employment. Nothing in the Plan, the LTIP, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.10          Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

* * * * *

Exhibit 10.3

LTIP – FDA Approval Milestone Cash Award

KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC

2018 INCENTIVE AWARD PLAN

PERFORMANCE CASH AWARD GRANT NOTICE – FDA APPROVAL MILESTONE

Capitalized terms not specifically defined in this Performance Cash Award Grant Notice (the “Grant Notice”) have the meanings given to them in the 2018 Incentive Award Plan (as amended from time to time, the “Plan”) or the KPL-387 Long-Term Incentive Plan (as amended from time to time, the “LTIP”) of Kiniksa Pharmaceuticals International, plc (the “Company”).

The Company has granted to the participant listed below (“Participant”) the performance cash bonus award (the “Cash Award”) described in this Grant Notice, subject to the terms and conditions of the Plan, the LTIP and the Performance Cash Award Agreement attached as Exhibit A (the “Agreement”), all of which are incorporated into this Grant Notice by reference.

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the LTIP and the Agreement. Participant has reviewed the Plan, the LTIP, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, the LTIP, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the LTIP, this Grant Notice or the Agreement.

Exhibit A

PERFORMANCE CASH AWARD AGREEMENT – FDA APPROVAL MILESTONE

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan or the LTIP.

ARTICLE I. GENERAL

1.1            Cash Award. The Company has granted the Cash Award to Participant, which represents the right to receive an amount in cash pursuant to the terms of the LTIP and this Agreement. Participant will have no right to the payment of the Cash Award until the time (if ever) the Cash Award has been earned, and Participant acknowledges that the amount of the Cash Award will be paid and determined as set forth in the LTIP and this Agreement.

1.2            Incorporation of Terms of Plan and LTIP. The Cash Award is subject to the terms and conditions set forth in this Agreement, the Plan and the LTIP, which are incorporated herein by reference. In the event of any inconsistency between the Plan or the LTIP and this Agreement, the terms of the Plan and the LTIP will control.

1.3            Unsecured Promise. The Cash Award will at all times prior to payment represent an unsecured Company obligation payable only from the Company’s general assets.

ARTICLE II. VESTING; FORFEITURE AND CHANGE IN CONTROL

2.1            Vesting; Forfeiture; Change in Control.

 (a)            The Cash Award will be earned and vested as set forth in the vesting schedule contained in the Grant Notice. In the event of Participant’s termination of employment with the Company or a Subsidiary for any reason, the Cash Award, to the extent unvested, will be treated as set forth in Section 5(d) of the LTIP.

 (b)            Notwithstanding the foregoing, in the event of a Change in Control, the Cash Award will be treated as set forth in Section 6 of the LTIP.

ARTICLE III. TAXATION AND TAX WITHHOLDING

3.1            Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of the Cash Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2            Tax Withholding.

 (a)            Unless the Administrator otherwise determines, the Company will withhold from amounts otherwise payable under the Cash Award in cash an amount that the Company determines to be necessary to satisfy applicable tax withholding obligations arising as a result of such cash payment under the Cash Award.

 (b)            Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Cash Award, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Cash Award. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the Cash Award. The Company and the Subsidiaries do not commit and are under no obligation to structure the Cash Award to reduce or eliminate Participant’s tax liability.

ARTICLE IV. OTHER PROVISIONS

4.1            Adjustments. Participant acknowledges that the Cash Award is subject to adjustment, modification and termination in certain events as provided in this Agreement, the LTIP and the Plan.

4.2            Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.3            Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.4            Conformity to Applicable Laws. Participant acknowledges that the Plan, the LTIP, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.5            Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and the LTIP, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.6            Entire Agreement. The Plan, the LTIP, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.7            Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.8            Limitation on Participant’s Rights. Participation in the Plan and the LTIP confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable, subject to the LTIP, and may not be construed as creating a trust. Neither the Plan nor any underlying program, including the LTIP, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Cash Award, and rights no greater than the right to receive cash as a general unsecured creditor with respect to the Cash Award, as and when settled pursuant to the terms of this Agreement.

4.9            Not a Contract of Employment. Nothing in the Plan, the LTIP, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.10          Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

* * * * *

Exhibit 10.4

LTIP – BLA Filing Milestone RSU Award

KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC
2018 INCENTIVE AWARD PLAN

PERFORMANCE RESTRICTED SHARE UNIT GRANT NOTICE – BLA FILING MILESTONE

Capitalized terms not specifically defined in this Performance Restricted Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2018 Incentive Award Plan (as amended from time to time, the “Plan”) or the KPL-387 Long-Term Incentive Plan (as amended from time to time, the “LTIP”) of Kiniksa Pharmaceuticals International, plc (the “Company”).

The Company has granted to the participant listed below (“Participant”) the Performance Restricted Share Units described in this Grant Notice (the “RSUs”), subject to the terms and conditions of the Plan, the LTIP and the Restricted Share Unit Agreement attached as Exhibit A (the “Agreement”), all of which are incorporated into this Grant Notice by reference.

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the LTIP and the Agreement. Participant has reviewed the Plan, the LTIP, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, the LTIP, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the LTIP, this Grant Notice or the Agreement.

Exhibit A

RESTRICTED SHARE UNIT AGREEMENT – BLA FILING MILESTONE

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan or the LTIP.

ARTICLE I. GENERAL

1.1            Award of RSUs and Dividend Equivalents.

 (a)            The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the RSUs have vested.

 (b)            The Company hereby grants to Participant, with respect to each RSU, a Dividend Equivalent for ordinary cash dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable RSU is settled, forfeited or otherwise expires. Each Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash dividends paid on a single Share. The Company will establish a separate Dividend Equivalent bookkeeping account (a “Dividend Equivalent Account”) for each Dividend Equivalent and credit the Dividend Equivalent Account (without interest) on the applicable dividend payment date with the amount of any such cash paid.

1.2            Incorporation of Terms of Plan and LTIP. The RSUs are subject to the terms and conditions set forth in this Agreement, the Plan and the LTIP, which are incorporated herein by reference. In the event of any inconsistency between the Plan or the LTIP and this Agreement, the terms of the Plan and the LTIP will control.

1.3            Unsecured Promise. The RSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

ARTICLE II. VESTING; FORFEITURE AND SETTLEMENT

2.1            Vesting; Forfeiture; Change in Control.

 (a)            The RSUs will become earned and vested according to the vesting schedule in the Grant Notice. In the event of Participant’s termination of employment with the Company or a Subsidiary for any reason, the RSUs, to the extent unvested, will be treated as set forth in Section 5(d) of the LTIP. Dividend Equivalents (including any Dividend Equivalent Account balance) will vest or be forfeited, as applicable, upon the vesting or forfeiture of the RSU with respect to which the Dividend Equivalent (including the Dividend Equivalent Account) relates.

 (b)            Notwithstanding the foregoing, in the event of a Change in Control, the RSUs will be treated as set forth in Section 6 of the LTIP.

2.2            Settlement.

 (a)            RSUs and Dividend Equivalents (including any Dividend Equivalent Account balance) will be delivered or paid in Shares or cash at the Company’s option in the time period set forth in Section 5(c) of the LTIP. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)), provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.

 (b)            If an RSU is paid in cash, the amount of cash paid with respect to the RSU will equal the Fair Market Value of a Share on the day immediately preceding the payment date. If a Dividend Equivalent is paid in Shares, the number of Shares paid with respect to the Dividend Equivalent will equal the quotient, rounded down to the nearest whole Share, of the Dividend Equivalent Account balance divided by the Fair Market Value of a Share on the day immediately preceding the payment date.

ARTICLE III. TAXATION AND TAX WITHHOLDING

3.1            Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2            Tax Withholding.

 (a)            The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the RSUs or Dividend Equivalents as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company repurchase Shares otherwise issuable under the Award limited to the number of Shares that have a Fair Market Value on the date of repurchase necessary to pay the aggregate amount of tax liability.

 (b)            Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs and the Dividend Equivalents, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs or Dividend Equivalents. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the Dividend Equivalents or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs or Dividend Equivalents to reduce or eliminate Participant’s tax liability.

ARTICLE IV. OTHER PROVISIONS

4.1            Adjustments. Participant acknowledges that the RSUs, the Shares subject to the RSUs and the Dividend Equivalents are subject to adjustment, modification and termination in certain events as provided in this Agreement, the LTIP and the Plan.

4.2            Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.3            Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.4            Conformity to Securities Laws. Participant acknowledges that the Plan, the LTIP, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.5            Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and the LTIP, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.6            Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the LTIP or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the LTIP, the Grant Notice, this Agreement, the RSUs and the Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.7            Entire Agreement. The Plan, the LTIP, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.8            Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.9            Limitation on Participant’s Rights. Participation in the Plan and the LTIP confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable, subject to the LTIP, and may not be construed as creating a trust. Neither the Plan nor any underlying program, including the LTIP, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs and Dividend Equivalents, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement.

4.10          Not a Contract of Employment. Nothing in the Plan, the LTIP, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.11          Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

* * * * *

Exhibit 10.5

LTIP – FDA Approval Milestone RSU Award

KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC
2018 INCENTIVE AWARD PLAN

PERFORMANCE RESTRICTED SHARE UNIT GRANT NOTICE – FDA APPROVAL MILESTONE

Capitalized terms not specifically defined in this Performance Restricted Share Unit Grant Notice (the “Grant Notice”) have the meanings given to them in the 2018 Incentive Award Plan (as amended from time to time, the “Plan”) or the KPL-387 Long-Term Incentive Plan (as amended from time to time, the “LTIP”) of Kiniksa Pharmaceuticals International, plc (the “Company”).

The Company has granted to the participant listed below (“Participant”) the Performance Restricted Share Units described in this Grant Notice (the “RSUs”), subject to the terms and conditions of the Plan, the LTIP and the Restricted Share Unit Agreement attached as Exhibit A (the “Agreement”), all of which are incorporated into this Grant Notice by reference.

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the LTIP and the Agreement. Participant has reviewed the Plan, the LTIP, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, the LTIP, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the LTIP, this Grant Notice or the Agreement.

Exhibit A

RESTRICTED SHARE UNIT AGREEMENT – FDA APPROVAL MILESTONE

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan or the LTIP.

ARTICLE I. GENERAL

1.1            Award of RSUs and Dividend Equivalents.

(a)            The Company has granted the RSUs to Participant effective as of the grant date set forth in the Grant Notice (the “Grant Date”). Each RSU represents the right to receive one Share or, at the option of the Company, an amount of cash, in either case, as set forth in this Agreement. Participant will have no right to the distribution of any Shares or payment of any cash until the time (if ever) the RSUs have vested.

(b)            The Company hereby grants to Participant, with respect to each RSU, a Dividend Equivalent for ordinary cash dividends paid to substantially all holders of outstanding Shares with a record date after the Grant Date and prior to the date the applicable RSU is settled, forfeited or otherwise expires. Each Dividend Equivalent entitles Participant to receive the equivalent value of any such ordinary cash dividends paid on a single Share. The Company will establish a separate Dividend Equivalent bookkeeping account (a “Dividend Equivalent Account”) for each Dividend Equivalent and credit the Dividend Equivalent Account (without interest) on the applicable dividend payment date with the amount of any such cash paid.

1.2            Incorporation of Terms of Plan and LTIP. The RSUs are subject to the terms and conditions set forth in this Agreement, the Plan and the LTIP, which are incorporated herein by reference. In the event of any inconsistency between the Plan or the LTIP and this Agreement, the terms of the Plan and the LTIP will control.

1.3            Unsecured Promise. The RSUs and Dividend Equivalents will at all times prior to settlement represent an unsecured Company obligation payable only from the Company’s general assets.

ARTICLE II. VESTING; FORFEITURE AND SETTLEMENT

2.1            Vesting; Forfeiture; Change in Control.

(a)            The RSUs will become earned and vested according to the vesting schedule in the Grant Notice. In the event of Participant’s termination of employment with the Company or a Subsidiary for any reason, the RSUs, to the extent unvested, will be treated as set forth in Section 5(d) of the LTIP. Dividend Equivalents (including any Dividend Equivalent Account balance) will vest or be forfeited, as applicable, upon the vesting or forfeiture of the RSU with respect to which the Dividend Equivalent (including the Dividend Equivalent Account) relates.

(b)            Notwithstanding the foregoing, in the event of a Change in Control, the RSUs will be treated as set forth in Section 6 of the LTIP.

2.2            Settlement.

(a)            RSUs and Dividend Equivalents (including any Dividend Equivalent Account balance) will be delivered or paid in Shares or cash at the Company’s option in the time period set forth in Section 5(c) of the LTIP. Notwithstanding the foregoing, the Company may delay any payment under this Agreement that the Company reasonably determines would violate Applicable Law until the earliest date the Company reasonably determines the making of the payment will not cause such a violation (in accordance with Treasury Regulation Section 1.409A-2(b)(7)(ii)), provided the Company reasonably believes the delay will not result in the imposition of excise taxes under Section 409A.

(b)            If an RSU is paid in cash, the amount of cash paid with respect to the RSU will equal the Fair Market Value of a Share on the day immediately preceding the payment date. If a Dividend Equivalent is paid in Shares, the number of Shares paid with respect to the Dividend Equivalent will equal the quotient, rounded down to the nearest whole Share, of the Dividend Equivalent Account balance divided by the Fair Market Value of a Share on the day immediately preceding the payment date.

ARTICLE III. TAXATION AND TAX WITHHOLDING

3.1            Representation. Participant represents to the Company that Participant has reviewed with Participant’s own tax advisors the tax consequences of this Award and the transactions contemplated by the Grant Notice and this Agreement. Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents.

3.2            Tax Withholding.

(a)            The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the RSUs or Dividend Equivalents as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company repurchase Shares otherwise issuable under the Award limited to the number of Shares that have a Fair Market Value on the date of repurchase necessary to pay the aggregate amount of tax liability.

(b)            Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the RSUs and the Dividend Equivalents, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the RSUs or Dividend Equivalents. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or payment of the RSUs or the Dividend Equivalents or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the RSUs or Dividend Equivalents to reduce or eliminate Participant’s tax liability.

ARTICLE IV. OTHER PROVISIONS

4.1            Adjustments. Participant acknowledges that the RSUs, the Shares subject to the RSUs and the Dividend Equivalents are subject to adjustment, modification and termination in certain events as provided in this Agreement, the LTIP and the Plan.

4.2            Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.3            Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.4            Conformity to Securities Laws. Participant acknowledges that the Plan, the LTIP, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.5            Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and the LTIP, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.6            Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the LTIP or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the LTIP, the Grant Notice, this Agreement, the RSUs and the Dividend Equivalents will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.7            Entire Agreement. The Plan, the LTIP, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.8            Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.9            Limitation on Participant’s Rights. Participation in the Plan and the LTIP confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable, subject to the LTIP, and may not be construed as creating a trust. Neither the Plan nor any underlying program, including the LTIP, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the RSUs and Dividend Equivalents, and rights no greater than the right to receive cash or the Shares as a general unsecured creditor with respect to the RSUs and Dividend Equivalents, as and when settled pursuant to the terms of this Agreement.

4.10          Not a Contract of Employment. Nothing in the Plan, the LTIP, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.11          Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

* * * * *

Exhibit 10.6

LTIP – BLA Filing Milestone Option Award

KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC
2018 INCENTIVE AWARD PLAN

SHARE OPTION GRANT NOTICE – BLA FILING MILESTONE

Capitalized terms not specifically defined in this Share Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2018 Incentive Award Plan (as amended from time to time, the “Plan”) or the KPL-387 Long-Term Incentive Plan (as amended from time to time, the “LTIP”) of Kiniksa Pharmaceuticals International, plc (the “Company”).

The Company has granted to the participant listed below (“Participant”) the share option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan, the LTIP and the Share Option Agreement attached as Exhibit A (the “Agreement”), all of which are incorporated into this Grant Notice by reference.

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the LTIP and the Agreement. Participant has reviewed the Plan, the LTIP, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, the LTIP, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the LTIP, this Grant Notice or the Agreement.

Exhibit A

SHARE OPTION AGREEMENT – BLA FILING MILESTONE

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan or the LTIP.

ARTICLE IGENERAL

1.1            Grant of Option. The Company has granted to Participant the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).

1.2            Incorporation of Terms of Plan. The Option is subject to the terms and conditions set forth in this Agreement, the Plan and the LTIP, which are incorporated herein by reference. In the event of any inconsistency between the Plan or the LTIP and this Agreement, the terms of the Plan and the LTIP will control.

ARTICLE IIPERIOD OF EXERCISABILITY

2.1            Commencement of Exercisability; Change in Control.

 (a)            The Option will become earned, vested and exercisable according to the vesting schedule in the Grant Notice. In the event of Participant’s termination of employment with the Company or a Subsidiary for any reason, the Options, to the extent unvested, will be treated as set forth in Section 5(d) of the LTIP.

 (b)            Notwithstanding the foregoing, in the event of a Change in Control, the Options will be treated as set forth in Section 6 of the LTIP.

2.2            Duration of Exercisability. Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration.

2.3            Expiration of Option. The Option may not be exercised to any extent by anyone after, and will expire on, the first of the following to occur:

 (a)            The final expiration date in the Grant Notice;

 (b)            Except as the Administrator may otherwise approve, the expiration of three (3) months from the date of Participant’s Termination of Service, unless Participant’s Termination of Service is for Cause or by reason of Participant’s death or Disability;

 (c)            Except as the Administrator may otherwise approve, the expiration of one (1) year from the date of Participant’s Termination of Service by reason of Participant’s death or Disability; and

 (d)            Except as the Administrator may otherwise approve, Participant’s Termination of Service for Cause.

ARTICLE IIIEXERCISE OF OPTION

3.1            Person Eligible to Exercise. During Participant’s lifetime, only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s Designated Beneficiary according to the procedures in the Plan.

3.2            Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares.

3.3            Tax Withholding.

 (a)            The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company repurchase Shares otherwise issuable under the Option limited to the number of Shares which have a Fair Market Value on the date of repurchase necessary to pay the aggregate amount of tax liability.

 (b)            Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax liability.

ARTICLE IVOTHER PROVISIONS

4.1            Adjustments. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement, the LTIP and the Plan.

4.2            Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.3            Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.4            Conformity to Securities Laws. Participant acknowledges that the Plan, the LTIP, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.5            Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and the LTIP, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.6            Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the LTIP or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the LTIP, the Grant Notice, this Agreement and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.7            Entire Agreement. The Plan, the LTIP, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.8            Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.9            Limitation on Participant’s Rights. Participation in the Plan and the LTIP confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable, subject to the LTIP, and may not be construed as creating a trust. Neither the Plan nor any underlying program, including the LTIP, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms hereof.

4.10          Not a Contract of Employment. Nothing in the Plan, the LTIP, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.11          Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.

Exhibit 10.7

LTIP – FDA Approval Milestone Option Award

KINIKSA PHARMACEUTICALS INTERNATIONAL, PLC
2018 INCENTIVE AWARD PLAN

SHARE OPTION GRANT NOTICE – FDA APPROVAL MILESTONE

Capitalized terms not specifically defined in this Share Option Grant Notice (the “Grant Notice”) have the meanings given to them in the 2018 Incentive Award Plan (as amended from time to time, the “Plan”) or the KPL-387 Long-Term Incentive Plan (as amended from time to time, the “LTIP”) of Kiniksa Pharmaceuticals International, plc (the “Company”).

The Company has granted to the participant listed below (“Participant”) the share option described in this Grant Notice (the “Option”), subject to the terms and conditions of the Plan, the LTIP and the Share Option Agreement attached as Exhibit A (the “Agreement”), all of which are incorporated into this Grant Notice by reference.

By Participant’s signature below, Participant agrees to be bound by the terms of this Grant Notice, the Plan, the LTIP and the Agreement. Participant has reviewed the Plan, the LTIP, this Grant Notice and the Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, the LTIP, this Grant Notice and the Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the LTIP, this Grant Notice or the Agreement.

Exhibit A

SHARE OPTION AGREEMENT – FDA APPROVAL MILESTONE

Capitalized terms not specifically defined in this Agreement have the meanings specified in the Grant Notice or, if not defined in the Grant Notice, in the Plan or the LTIP.

ARTICLE IGENERAL

1.1             Grant of Option. The Company has granted to Participant the Option effective as of the grant date set forth in the Grant Notice (the “Grant Date”).

1.2             Incorporation of Terms of Plan. The Option is subject to the terms and conditions set forth in this Agreement, the Plan and the LTIP, which are incorporated herein by reference. In the event of any inconsistency between the Plan or the LTIP and this Agreement, the terms of the Plan and the LTIP will control.

ARTICLE IIPERIOD OF EXERCISABILITY

2.1             Commencement of Exercisability; Change in Control.

  (a)           The Option will become earned, vested and exercisable according to the vesting schedule in the Grant Notice. In the event of Participant’s termination of employment with the Company or a Subsidiary for any reason, the Options, to the extent unvested, will be treated as set forth in Section 5(d) of the LTIP.

  (b)           Notwithstanding the foregoing, in the event of a Change in Control, the Options will be treated as set forth in Section 6 of the LTIP.

2.2             Duration of Exercisability. Any portion of the Option which vests and becomes exercisable will remain vested and exercisable until the Option expires. The Option will be forfeited immediately upon its expiration.

2.3             Expiration of Option. The Option may not be exercised to any extent by anyone after, and will expire on, the first of the following to occur:

  (a)           The final expiration date in the Grant Notice;

  (b)           Except as the Administrator may otherwise approve, the expiration of three (3) months from the date of Participant’s Termination of Service, unless Participant’s Termination of Service is for Cause or by reason of Participant’s death or Disability;

  (c)           Except as the Administrator may otherwise approve, the expiration of one (1) year from the date of Participant’s Termination of Service by reason of Participant’s death or Disability; and

  (d)           Except as the Administrator may otherwise approve, Participant’s Termination of Service for Cause.

ARTICLE IIIEXERCISE OF OPTION

3.1            Person Eligible to Exercise. During Participant’s lifetime, only Participant may exercise the Option. After Participant’s death, any exercisable portion of the Option may, prior to the time the Option expires, be exercised by Participant’s Designated Beneficiary according to the procedures in the Plan.

3.2            Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised, in whole or in part, according to the procedures in the Plan at any time prior to the time the Option or portion thereof expires, except that the Option may only be exercised for whole Shares.

3.3            Tax Withholding.

 (a)           The Company has the right and option, but not the obligation, to treat Participant’s failure to provide timely payment in accordance with the Plan of any withholding tax arising in connection with the Option as Participant’s election to satisfy all or any portion of the withholding tax by requesting the Company repurchase Shares otherwise issuable under the Option limited to the number of Shares which have a Fair Market Value on the date of repurchase necessary to pay the aggregate amount of tax liability.

 (b)           Participant acknowledges that Participant is ultimately liable and responsible for all taxes owed in connection with the Option, regardless of any action the Company or any Subsidiary takes with respect to any tax withholding obligations that arise in connection with the Option. Neither the Company nor any Subsidiary makes any representation or undertaking regarding the treatment of any tax withholding in connection with the awarding, vesting or exercise of the Option or the subsequent sale of Shares. The Company and the Subsidiaries do not commit and are under no obligation to structure the Option to reduce or eliminate Participant’s tax liability.

ARTICLE IVOTHER PROVISIONS

4.1            Adjustments. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement, the LTIP and the Plan.

4.2            Notices. Any notice to be given under the terms of this Agreement to the Company must be in writing and addressed to the Company in care of the Company’s Secretary at the Company’s principal office or the Secretary’s then-current email address or facsimile number. Any notice to be given under the terms of this Agreement to Participant must be in writing and addressed to Participant (or, if Participant is then deceased, to the person entitled to exercise the Option) at Participant’s last known mailing address, email address or facsimile number in the Company’s personnel files. By a notice given pursuant to this Section, either party may designate a different address for notices to be given to that party. Any notice will be deemed duly given when actually received, when sent by email, when sent by certified mail (return receipt requested) and deposited with postage prepaid in a post office or branch post office regularly maintained by the United States Postal Service, when delivered by a nationally recognized express shipping company or upon receipt of a facsimile transmission confirmation.

4.3            Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

4.4            Conformity to Securities Laws. Participant acknowledges that the Plan, the LTIP, the Grant Notice and this Agreement are intended to conform to the extent necessary with all Applicable Laws and, to the extent Applicable Laws permit, will be deemed amended as necessary to conform to Applicable Laws.

4.5            Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth in the Plan and the LTIP, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

4.6            Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan, the LTIP or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the LTIP, the Grant Notice, this Agreement and the Option will be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3) that are requirements for the application of such exemptive rule. To the extent Applicable Laws permit, this Agreement will be deemed amended as necessary to conform to such applicable exemptive rule.

4.7            Entire Agreement. The Plan, the LTIP, the Grant Notice and this Agreement (including any exhibit hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.

4.8            Agreement Severable. In the event that any provision of the Grant Notice or this Agreement is held illegal or invalid, the provision will be severable from, and the illegality or invalidity of the provision will not be construed to have any effect on, the remaining provisions of the Grant Notice or this Agreement.

4.9            Limitation on Participant’s Rights. Participation in the Plan and the LTIP confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable, subject to the LTIP, and may not be construed as creating a trust. Neither the Plan nor any underlying program, including the LTIP, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to the Option, as and when exercised pursuant to the terms hereof.

4.10          Not a Contract of Employment. Nothing in the Plan, the LTIP, the Grant Notice or this Agreement confers upon Participant any right to continue in the employ or service of the Company or any Subsidiary or interferes with or restricts in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided otherwise in a written agreement between the Company or a Subsidiary and Participant.

4.11          Counterparts. The Grant Notice may be executed in one or more counterparts, including by way of any electronic signature, subject to Applicable Law, each of which will be deemed an original and all of which together will constitute one instrument.