Exhibit 10.1

		35 CambridgePark Drive, 4th Floor Cambridge, MA 02140 syros.com

September 8, 2021

Jason Haas

Delivered via Email

Dear Jason:

On behalf of Syros Pharmaceuticals, Inc. (the “Company”), I am pleased to extend the following offer and set forth the terms of your employment with the Company:

1.    You will be employed to serve on a full-time basis as Chief Financial Officer, effective October 12, 2021. As Chief Financial Officer, you will report to the Company’s President and Chief Executive Officer, who is currently Nancy Simonian, and be responsible for leading all aspects of the Company’s finance, accounting, investor relations, real estate and financial planning initiatives, playing a key role in the Company’s strategic planning process, and such other duties as may from time to time be assigned to you by the Company.

2.    Your salary will be $440,000 per year, paid bi-weekly in arrears in accordance with the Company’s normal payroll processes and subject to tax and other withholdings as required by law. Such salary may be adjusted from time to time in accordance with normal business practice and in the sole discretion of the Company. You will receive performance reviews in accordance with the Company’s standard practice for executive officers.

3.    You may participate in any and all bonus and benefit programs that the Company establishes and makes available to its employees from time to time, provided you are eligible to participate in such programs as provided under (and subject to all provisions of) the plan documents governing those programs. Following the end of each fiscal year and subject to the approval of the Company’s Board of Directors or a committee of the Board of Directors (the “Board”), you will be eligible to receive a discretionary cash bonus award based on your individual and the Company’s performance during the applicable fiscal year as determined by the Company in its sole discretion. Your target bonus will be 40% of your base salary. You must be an active employee of the Company on the date bonuses are paid in order to be eligible for a discretionary bonus award. Future bonus eligibility will be based on the terms and conditions of the Company’s discretionary cash bonus program prevailing at that time. The bonus and benefit programs made available by the Company, and the rules, terms and conditions for participation in such benefit plans, may be changed by the Company at any time without advance notice.

4.    Without otherwise limiting the “at-will” nature of your employment, in the event your employment is terminated by the Company without Cause or by you for Good Reason, you shall be entitled to the base salary that has accrued and to which you are entitled as of the effective date of such termination, and further, subject to the conditions set forth in the second paragraph of this Section 5, the Company shall, for a period of nine (9) months following your termination date: (i) continue to pay you, in accordance with the Company’s regularly

established payroll procedure, your base salary as severance; and (ii) provided you are eligible for and timely elect to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay the share of the premium for health coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage, unless the Company’s provision of such COBRA payments will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply. If, within the three months prior to a Change in Control or in the twelve months following a Change in Control, the Company terminates your employment without Cause or you resign for Good Reason, the Company, subject to the conditions set forth in the second paragraph of this Section 5, will: (a) extend the severance benefits described in (i) and (ii) above for an additional three months, such that the total severance benefit period shall be one (1) year; (b) pay you a lump sum amount equal to your target bonus in effect for the fiscal year in which your separation from employment occurs; and (c) accelerate the vesting of all unvested stock options held by you as of the date your employment is terminated such that 100% of such options shall become fully vested and exercisable effective as of such date.

Notwithstanding the foregoing, you will not be entitled to receive any severance benefits unless, within sixty (60) days following the date of termination, you (i) have executed a release of claims agreement in a form prescribed by the Company or persons affiliated with the Company (which will include a release of all releasable claims and non-disparagement and cooperation obligations). Any severance payments shall be paid, or commence on the first payroll period following the date the release becomes effective. Notwithstanding the foregoing, if the 60th day following the date of termination occurs in the calendar year following the calendar year of the termination, then the severance payments shall commence in such subsequent calendar year, and further provided that if such payments commence in such subsequent calendar year, the first such payment shall be a lump sum in an amount equal to the payments that would have come due since your separation from service.

For purposes of this Agreement, “Change in Control” means any transaction or series of related transactions (a) the result of which is a change in the ownership of the Company, such that more than 50% of the equity securities of the Company are acquired by any person or group (as such terms are defined for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that does not own capital stock of the Company of the effective date of such change in control, (b) that results in the sale of all or substantially all of the assets of the Company, or (c) that results in the consolidation or merger of the Company with or into another corporation or corporations or other entity in which the Company is not the survivor (except any such corporation or entity controlled, directly or indirectly, by the Company).

“Cause” means: (a) your conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude or any felony; or (b) you have (i) engaged in material dishonesty, willful misconduct or gross negligence, (ii) breached or threatened to breach either or both of the Non-Disclosure, Assignment and Non-Solicitation Agreement (as described below), (iii) materially violated a Company policy or procedure causing or threatening to cause substantial injury to the Company, and/or (iv) willfully refused to perform your assigned duties to the Company, following written notice by the Company of such breach, violation or refusal as set forth in (ii), (iii) and/or (iv) and a period of thirty (30) days to cure the same.

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“Good Reason” means the occurrence of one or more of the following without your written consent: (a) a material reduction in your authority, duties and/or responsibilities as compared to your authority, duties and/or responsibilities in effect immediately prior to the occurrence of the event (for example, but not by way of limitation, this determination will include an analysis of whether you maintain at least the same level, scope and type of duties and responsibilities with respect to the management, strategy, operations and business of the Company), (b) a material reduction in your base compensation as compared to your base compensation in effect immediately prior to the occurrence of the event, or (c) the relocation of your principal business location to a location more than 50 miles from your then-current business location; provided, however, that no such occurrence shall constitute Good Reason unless: (i) you give the Company a written notice of termination for Good Reason not more than ninety (90) days after the initial existence of the condition, (ii) the grounds for termination (if susceptible to correction) are not corrected by the Company within thirty (30) days of its receipt of such notice, and (iii) your termination of employment occurs within one (1) year following the Company’s receipt of such notice.

Subject to the approval of the Board or its designee, the Company will grant to you a stock option (the “Option”) for the purchase of 750,000 shares of common stock of the Company (“Common Stock”), at a price per share equal to the closing price of the Common Stock on the date of grant of such Option. The Option shall vest (i) as to 25% of the shares underlying the option on the one-year anniversary of your first day of employment, and (ii) as to the remaining shares underlying the option in equal monthly installments for the next 36 months thereafter, becoming fully vested on the fourth anniversary of your first day of employment, provided that you remain employed by us on the applicable vesting date. The Option will be granted pursuant to the inducement grant exception under NASDAQ Rule 5635(c)(4) and not pursuant to the Company’s 2016 Stock Incentive Plan or any other equity incentive plan of the Company, as an inducement that is material to your entering into employment with the Company. This Option shall also be subject to such other terms and conditions of the applicable Stock Option Agreement.

You may be eligible to receive such future long-term incentive awards as the Board shall deem appropriate.

5.    You will be required to execute a Non-Disclosure, Assignment and Non-Solicitation Agreement in the form attached as Exhibit A as a condition of employment. Upon your appointment by the Board of Directors as an “executive officer” of the Company, the Company will enter into an indemnification agreement with you in the form currently approved by the Board of Directors.

6.    Except as previously disclosed in writing to the Company, you represent that you are not bound by any employment contract, restrictive covenant or other restriction preventing you from entering into employment with or carrying out your responsibilities for the Company, or which is in any way inconsistent with the terms of this letter.

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7.    You agree to provide to the Company, within three days of your hire date, documentation of your eligibility to work in the United States, as required by the Immigration Reform and Control Act of 1986. You may need to obtain a work visa in order to be eligible to work in the United States. If that is the case, your employment with the Company will be conditioned upon your obtaining a work visa in a timely manner as determined by the Company.

8.    This letter shall not be construed as an agreement, either expressed or implied, to employ you for any stated term, and shall in no way alter the Company’s policy of employment at will, under which both you and the Company remain free to terminate the employment relationship, with or without cause, at any time, with or without notice. Similarly, except as set forth in Section 4, nothing in this letter shall be construed as an agreement, either express or implied, to pay you any compensation or grant you any benefit beyond the end of your employment with the Company.

9.    This letter is intended to provide payments that are exempt from or compliant with Section 409A (as defined in Attachment A), and should be interpreted consistent with that intent.

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If you agree with the employment provisions of this letter, please sign the letter and exhibits, scan the signature pages and email to Lisa Roberts at lroberts@syros.com. If you do not accept this offer by September 8, 2021, this offer will be revoked.

The foregoing correctly sets forth the terms of my

employment by Syros Pharmaceuticals, Inc.

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Attachment A

Payments Subject to Section 409A

Exhibit A

Non-Disclosure, Assignment and Non-Solicitation Agreement

NON-DISCLOSURE, ASSIGNMENT AND NON-SOLICITATION AGREEMENT

This Agreement is made by and between Syros Pharmaceuticals, Inc., a Delaware corporation (together with its subsidiaries, successors, and assigns, “Syros”), and Jason Haas (“you”). In consideration of your employment or continued employment by Syros, and other good and valuable consideration that you agree is fair and reasonable, you and Syros hereby agree as follows:

1.    Condition of Employment. You acknowledge that your employment and/or the continuation of that employment with Syros is contingent upon your agreement to sign and adhere to the provisions of this Agreement. You further acknowledge that the nature of Syros’ business is such that protection of its proprietary and confidential information is critical to its survival and success.

2.    Proprietary and Confidential Information.

(a)    You agree that all information and know-how, including negative know-how, whether or not in writing, of a private, secret or confidential nature concerning Syros’s business or financial affairs (collectively, “Proprietary Information”) is and shall be the exclusive property of Syros. By way of illustration, but not limitation, Proprietary Information may include discoveries, inventions, products, product improvements, product enhancements, processes, methods, techniques, formulas, compositions, compounds, negotiation strategies and positions, projects, developments, plans (including business and marketing plans), research data, clinical data, financial data (including sales costs, profits, pricing methods), personnel data, computer programs (including software used pursuant to a license agreement), customer, prospect and supplier lists, and contacts at or knowledge of customers or prospective customers of Syros. You will not disclose any Proprietary Information to any person or entity other than employees of Syros or use the same for any purposes (other than in the performance of your duties as an employee of Syros) without written approval by an officer of Syros, either during or after your employment with Syros, unless and until such Proprietary Information has become public knowledge without fault by you or anyone acting on your behalf. While employed by Syros, you will use your best efforts to prevent unauthorized publication or disclosure of any of Syros’ Proprietary Information.

(b)    You agree that all files, documents, letters, e-mails, text messages, instant messages, memoranda, notes, reports, records, data, sketches, drawings, models, laboratory notebooks, program listings, computer equipment or devices, computer programs or other written, photographic, or other tangible or intangible material containing Proprietary Information, whether created by you or others, which shall come into your custody or possession, shall be and are the exclusive property of Syros, to be used by you only in the performance of your duties for Syros and shall not be copied or removed from Syros’ premises except in the pursuit of the business of Syros. All such materials or copies thereof and all tangible property of Syros in your custody or possession shall be delivered to Syros, upon the earlier of (i) a request by Syros or (ii) immediately upon termination of your employment. After such delivery, you shall not retain any such materials or copies thereof or any such tangible property.

(c)    You agree that your obligation not to disclose or to use information and materials of the types set forth in paragraphs 2(a) and 2(b) above, and your obligation to return materials and tangible property set forth in paragraph 2(b) above, also extends to such types of information, materials and tangible property of customers of Syros or suppliers to Syros or other third parties who may have disclosed or entrusted the same to Syros or to you in the course of Syros’ business.

(d)    Notwithstanding the provisions of (a)-(c) above, nothing in this Agreement prohibits you from communicating with government agencies about possible violations of federal, state,

or local laws or otherwise providing information to government agencies or participating in government agency investigations or proceedings. You are not required to notify Syros of any such communications; provided, however, that nothing herein authorizes the disclosure of information you obtained through a communication that was subject to the attorney-client privilege. Further, notwithstanding your confidentiality and nondisclosure obligations, you are hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.”

3.    Developments.

(a)    You will make full and prompt disclosure to Syros of all discoveries, inventions, improvements, enhancements, processes, methods, techniques, developments, software, and works of authorship, whether patentable or not, that are created, made, conceived or reduced to practice by you or under your direction or jointly with others during your employment by Syros, whether or not during normal working hours or on the premises of Syros (all of which are collectively referred to in this Agreement as “Developments”).

(b)    You agree to assign and do hereby assign to Syros (or any person or entity designated by Syros) all of your right, title and interest in and to all Developments and all related patents, patent applications, copyrights and copyright applications. This paragraph 3(b) shall not apply, however, to Developments that are wholly unrelated to the business or research and development conducted or planned to be conducted by Syros at the time such Development is created, made, conceived or reduced to practice and which are made and conceived by you (i) outside of normal working hours, (ii) other than on Syros’s premises, and (iii) not using Syros’ tools, devices, equipment or Proprietary Information. You understand that, to the extent this Agreement shall be construed in accordance with the laws of any state that precludes a requirement in an employee agreement to assign certain classes of inventions made by an employee, this paragraph 3(b) shall be interpreted not to apply to any invention which a court rules and/or Syros agrees falls within such classes. You also hereby waive all claims to moral rights in any Developments.

(c)    You agree to cooperate fully with Syros, both during and after your employment with Syros, with respect to the procurement, maintenance and enforcement of copyrights, patents and other intellectual property rights (both in the United States and foreign countries) relating to Developments. You shall sign all papers, including, without limitation, copyright applications, patent applications, declarations, oaths, formal assignments, assignments of priority rights, and powers of attorney, which Syros may deem necessary or desirable in order to protect its rights and interests in any Development. You further agree that if Syros is unable, after reasonable effort, to secure your signature on any such papers, any executive officer of Syros shall be entitled to execute any such papers as your agent and attorney-in-fact, and you hereby irrevocably designate and appoint each executive officer of Syros as your agent and attorney-in-fact to execute any such papers on your behalf, and to take any and all actions as Syros may deem necessary or desirable in order to protect its rights and interests in any Development under the conditions described in this sentence.

4.    Non-Solicitation. While you are employed by Syros and for a period of 12 months after the termination or cessation of such employment for any reason, you will not directly or indirectly:

(a)    Either alone or in association with others, solicit, divert, take away, or accept, or attempt to divert or take away, the business or patronage of any of the actual or prospective clients, customers, or business partners of Syros that were contacted, solicited, or served by Syros during the 12-month period prior to the termination or cessation of your employment with Syros, or about which you became aware and/or obtained confidential information as a result of your employment with Syros; or

(b)    Either alone or in association with others (i) solicit, induce or attempt to induce, any employee or independent contractor of Syros to terminate his or her employment or other engagement with Syros, or (ii) hire, or recruit or attempt to hire, or engage or attempt to engage as an independent contractor, any person who was employed or otherwise engaged by Syros at any time during the term of your employment with Syros; provided that clause (ii) of this paragraph shall not apply to the recruitment or hiring or other engagement of any individual whose employment or other engagement with Syros has been terminated for a period of six months or longer.

(c)    Extension. If you violate the provisions of any of the preceding paragraphs of this Section 4, you shall continue to be bound by the restrictions set forth in such paragraph until a period of 12 months has expired without any violation of such provisions.

(d)    Interpretation. If any restriction set forth in Section 4 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shall be reformed and interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.

(e)    Change in Position. You acknowledge and agree that any change, whether material or immaterial, to the terms of your engagement, or your position, title, duties, salary, benefits, and/or compensation with Syros, shall not cause this Agreement to terminate and shall not affect Employee’s obligations under this Agreement, or affect the validity or enforceability of this Agreement.

5.    Other Agreements. You represent that, except as you has disclosed in writing to Syros, you are not bound by the terms of any agreement with any previous employer or other party to refrain from using or disclosing any trade secret or confidential or proprietary information in the course of your employment with Syros, to refrain from competing, directly or indirectly, with the business of such previous employer or any other party or to refrain from soliciting employees, customers or suppliers of such previous employer or other party. You further represent that your performance of all the terms of this Agreement and the performance of your duties as an employee of Syros do not and will not conflict with or breach any agreement with any prior employer or other party to which you is a party (including without limitation any nondisclosure or non-competition agreement), and that you will not disclose to Syros or induce Syros to use any confidential or proprietary information or material belonging to any previous employer or others.

6.    United States Government Obligations. You acknowledge that Syros from time to time may have agreements with other persons or with the United States Government, or agencies thereof, that impose obligations or restrictions on Syros regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. You agree to be bound by all such obligations and restrictions that are made known to you and to take all action necessary to discharge the obligations of Syros under such agreements.

7.    Miscellaneous.

(a)    Equitable Remedies. The restrictions contained in this Agreement are necessary for the protection of the business and goodwill of Syros and are considered by you to be reasonable for such purpose. You agree that any breach of this Agreement is likely to cause Syros substantial and irrevocable damage that is difficult to measure. Therefore, in the event of any such breach or threatened breach, you agree that Syros, in addition to such other remedies that may be available, shall have the right to obtain an injunction from a court restraining such a breach or threatened breach and the right to specific performance of the provisions of this Agreement, without any requirement of bond, and you hereby waive the adequacy of a remedy at law as a defense to such relief.

(b)    Obligations to Third Parties. You acknowledge and represent that this agreement and your employment with Syros will not violate any continuing obligation you have to any former employer or other third party.

(c)    Disclosure of this Agreement. You hereby agree to disclose this Agreement to any future employers or potential employers prior to commencing any formal work relationship with such employers or potential employers, and authorize Syros to notify others, including but not limited to customers of Syros and any of your future employers or prospective employers or business associates, of the terms and existence of this Agreement and your continuing obligations to Syros hereunder.

(d)    Not Employment Contract. You acknowledge that this Agreement does not constitute a contract of employment, does not imply that Syros will continue your employment for any period of time, and does not change the at-will nature of your employment.

(e)    Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which, or into which, Syros may be merged or which may succeed to Syros’ assets or business; provided, however, that your obligations are personal and may not be assigned by you. You expressly consent to be bound by the provisions of this Agreement for the benefit of Syros or any subsidiary or affiliate thereof to whose employ you may be transferred without the necessity that this Agreement be re-signed at the time of such transfer.

(f)    Severability. In case any provision of this Agreement shall be invalid, illegal or otherwise unenforceable, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby.

(g)    Waivers. No delay or omission by Syros in exercising any right under this Agreement will operate as a waiver of that or any other right. A waiver or consent given by Syros on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

(h)    Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (without reference to the conflicts of law provisions thereof). Any action, suit, or other legal proceeding which is commenced to resolve any matter arising under or relating to any provision of this Agreement shall be commenced only in a state or federal court located in the Commonwealth of Massachusetts and Syros and you each consent to the jurisdiction of such court. Syros and you each hereby irrevocably waive any right to a trial by jury in any action, suit or other legal proceeding arising under or relating to any provision of this Agreement. If Syros prevails in any action, suit or other legal proceeding to enforce this Agreement, you will reimburse Syros for all costs, including reasonable attorney’s fees, it incurs in connection therewith.

(i)    Entire Agreement; Amendment. This Agreement supersedes all prior agreements, written or oral, between you and Syros relating to the subject matter of this Agreement. This Agreement may not be modified, changed or discharged in whole or in part, except by an agreement in writing signed by you and Syros. You agree that any change or changes in your duties, title, salary or compensation after the signing of this Agreement shall not affect the validity or scope of this Agreement.

(j)    Captions. The captions of the sections of this Agreement are for convenience of reference only and in no way define, limit or affect the scope or substance of any section of this Agreement.

YOU HAVE THE RIGHT TO CONSULT WITH LEGAL COUNSEL PRIOR TO SIGNING THIS AGREEMENT. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT AND UNDERSTAND AND AGREE TO ALL OF ITS PROVISIONS.

Exhibit 10.2

SYROS PHARMACEUTICALS, INC.

INDUCEMENT STOCK OPTION AGREEMENT

Syros Pharmaceuticals, Inc. (the “Company”) hereby grants the following stock option. The terms and conditions attached hereto are also a part hereof.

Notice of Grant

This option satisfies in full all commitments that the Company has to the Participant with respect to the issuance of stock, stock options or other equity securities.

SYROS PHARMACEUTICALS, INC.

Inducement Stock Option Agreement

Terms and Conditions

1.    Grant of Option.

This agreement evidences the grant by the Company, on the grant date (the “Grant Date”) set forth in the Notice of Grant that forms part of this agreement (the “Notice of Grant”), to the Participant of an option to purchase, in whole or in part, on the terms provided herein, the number of Shares set forth in the Notice of Grant of common stock, $0.001 par value per share, of the Company (“Common Stock”), at the exercise price per Share set forth in the Notice of Grant in connection with the commencement of the Participant’s employment with the Company. Unless earlier terminated, this option shall expire at 5:00 p.m., Eastern time, on the Final Exercise Date set forth in the Notice of Grant (the “Final Exercise Date”).

The option was granted to the Participant pursuant to the inducement grant exception under Nasdaq Stock Market Rule 5635(c)(4), and not pursuant to the Company’s 2016 Stock Incentive Plan (the “Plan”) or any equity incentive plan of the Company, as an inducement that is material to the Participant’s employment with the Company.

It is intended that the option evidenced by this agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”).

Except as otherwise indicated by the context, the term “Participant”, as used in this option, shall be deemed to include any person who acquires the right to exercise this option validly under its terms.

2.    Certain Definitions.

“Cause” means (a) the Participant’s conviction of, or plea of guilty or nolo contendere to, any crime involving dishonesty or moral turpitude or any felony; or (b) the Participant has (i) engaged in material dishonesty, willful misconduct or gross negligence, (ii) breached or threatened to breach the Non-Disclosure, Assignment and Non-Solicitation Agreement by and between the Company and the Participant, (iii) materially violated a Company policy or procedure causing or threatening to cause substantial injury to the Company, and/or (iv) willfully refused to perform the Participant’s assigned duties to the Company, following written notice of such refusal by the Company and a period of thirty (30) days to cure the same.

“Change in Control” means any transaction or series of related transactions (a) the result of which is a change in the ownership of the Company, such that more than 50% of the equity securities of the Company are acquired by any person or group (as such terms are defined for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) that does not own capital stock of the Company of the effective date of such change in control, (b) that results in the sale of all or substantially all of the assets of the Company, or (c) that results in the consolidation or merger of the Company with or into another corporation or corporations or other entity in which the Company is not the survivor (except any such corporation or entity controlled, directly or indirectly, by the Company).

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“Good Reason” means the occurrence of one or more of the following without the Participant’s written consent: (a) a material reduction in the Participant’s authority, duties and/or responsibilities as compared to the authority, duties and/or responsibilities in effect immediately prior to the occurrence of the event (for example, but not by way of limitation, this determination will include an analysis of whether the Participant maintains at least the same level, scope and type of duties and responsibilities with respect to the management, strategy, operations and business of the Company), or (b) a material reduction in the Participant’s base compensation as compared to the base compensation in effect immediately prior to the occurrence of the event; provided, however, that no such occurrence shall constitute Good Reason unless: (i) the Participant gives the Company a written notice of termination for Good Reason not more than ninety (90) days after the initial existence of the condition, (ii) the grounds for termination (if susceptible to correction) are not corrected by the Company within thirty (30) days of its receipt of such notice, and (iii) the Participant’s termination of employment occurs within one (1) year following the Company’s receipt of such notice.

3.    Vesting Schedule.

This option will become exercisable (“vest”) in accordance with the vesting schedule set forth in the Notice of Grant.

The right of exercise shall be cumulative so that to the extent the option is not exercised in any period to the maximum extent permissible it shall continue to be exercisable, in whole or in part, with respect to all Shares for which it is vested until the earlier of the Final Exercise Date or the termination of this option under Section 4 hereof.

Notwithstanding any provision in this Section 3 to the contrary, if, within the three months prior to a Change in Control or in the twelve months following a Change in Control, the Company or its successor terminates the Participant’s employment without Cause or the Participant resigns for Good Reason, then, subject to the Participant’s execution and nonrevocation of a severance and release of claims agreement in the form prescribed by the Company, the Company will accelerate the vesting of this option as of the date the Participant’s employment is terminated such that 100% of the Shares shall become fully vested and exercisable effective as of such date.

4.    Exercise of Option.

(a)    Form of Exercise. Each election to exercise this option shall be in writing, in the form of the Stock Option Exercise Notice attached as Annex A, signed by the Participant, and received by the Company at its principal office, accompanied by this agreement, or in such other form (which may be electronic) as is approved by the Company, together with payment in full pursuant to Section 4 hereof. The Participant may purchase less than the number of Shares covered hereby, provided that no partial exercise of this option may be for any fractional share. Shares of Common Stock subject to this option will be delivered by the Company as soon as practicable following exercise.

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(b)    Continuous Relationship with the Company Required. Except as otherwise provided in this Section 4, this option may not be exercised unless the Participant, at the time he or she exercises this option, is, and has been at all times since the Grant Date, an employee, director or officer of, or consultant or advisor to, the Company or any other entity the employees, officers, directors, consultants, or advisors of which are eligible to receive option grants under the Plan (an “Eligible Participant”).

(c)    Termination of Relationship with the Company. If the Participant ceases to be an Eligible Participant for any reason, then, except as provided in paragraphs (d), (e) and (f) below, the right to exercise this option shall terminate three months after such cessation (but in no event after the Final Exercise Date), provided that this option shall be exercisable only to the extent that the Participant was entitled to exercise this option on the date of such cessation. Notwithstanding the foregoing, if the Participant, prior to the Final Exercise Date, violates the non-competition or confidentiality provisions of any employment contract, confidentiality and nondisclosure agreement or other agreement between the Participant and the Company, the right to exercise this option shall terminate immediately upon such violation.

(d)    Exercise Period Upon Death or Disability. If the Participant dies or becomes disabled (within the meaning of Section 22(e)(3) of the Code) prior to the Final Exercise Date while he or she is an Eligible Participant and the Company has not terminated such relationship for “cause” as specified in paragraph (e) below, this option shall be exercisable, within the period of one year following the date of death or disability of the Participant, by the Participant (or in the case of death by an authorized transferee), provided that this option shall be exercisable only to the extent that this option was exercisable by the Participant on the date of his or her death or disability, and further provided that this option shall not be exercisable after the Final Exercise Date.

(e)    Termination for Cause. If, prior to the Final Exercise Date, the Participant’s employment or other relationship with the Company is terminated by the Company for Cause (as defined below), the right to exercise this option shall terminate immediately upon the effective date of such termination of employment or other relationship. If, prior to the Final Exercise Date, the Participant is given notice by the Company of the termination of his or her employment by the Company for Cause, and the effective date of such employment termination is subsequent to the date of delivery of such notice, the right to exercise this option shall be suspended from the time of the delivery of such notice until the earlier of (i) such time as it is determined or otherwise agreed that the Participant’s employment shall not be terminated for Cause as provided in such notice or (ii) the effective date of such termination of employment (in which case the right to exercise this option shall, pursuant to the preceding sentence, terminate upon the effective date of such termination of employment). If the Participant is party to an employment or severance agreement with the Company that contains a definition of “cause” for termination of employment, “Cause” shall have the meaning ascribed to such term in such agreement. Otherwise, “Cause” shall mean willful misconduct by the Participant or willful failure by the Participant to perform his or her responsibilities to the Company (including, without limitation, breach by the Participant of any provision of any employment, consulting, advisory, nondisclosure, non-competition or other similar agreement between the Participant and the Company), as determined by the Company, which determination shall be conclusive. The Participant’s employment shall be considered to have been terminated for Cause if the Company determines, within 30 days after the Participant’s resignation, that termination for Cause was warranted.

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(f)    Board Discretion. Notwithstanding anything in this Section 4, the Board of Directors of the Company (the “Board”) may determine, either at the time an option is granted or thereafter, the effect on an option of the disability, death, termination or other cessation of employment, authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary, may exercise rights under the option. For purposes of this agreement, a “Designated Beneficiary” means (i) the beneficiary designated, in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event of the Participant’s death or (ii) in the absence of an effective designation by a Participant, the Participant’s estate.

5.    Payment Upon Exercise. Common Stock purchased upon the exercise of this option shall be paid for as follows:

(a)    in cash or by check, payable to the order of the Company;

(b)    except as may otherwise be approved by the Board, in its sole discretion, by (i) delivery of an irrevocable and unconditional undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax withholding;

(c)    to the extent approved by the Board, in its sole discretion, by delivery (either by actual delivery or attestation) of shares of Common Stock owned by the Participant valued at their fair market value, provided (i) such method of payment is then permitted under applicable law, (ii) such Common Stock, if acquired directly from the Company, was owned by the Participant for such minimum period of time, if any, as may be established by the Board in its sole discretion and (iii) such Common Stock is not subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements;

(d)    to the extent approved by the Board, in its sole discretion, by delivery of a notice of “net exercise” to the Company, as a result of which the Participant would receive (i) the number of Shares underlying the portion of the option being exercised, less (ii) such number of Shares as is equal to (A) the aggregate exercise price for the portion of the option being exercised divided by (B) the fair market value (as determined by, or in a manner approved by, the Board) on the date of exercise;

(e)    to the extent permitted by applicable law and approved by the Board, in its sole discretion, by payment of such other lawful consideration as the Board may determine; or

(f)    by any combination of the above permitted forms of payment.

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6.    Withholding.

(a)    General. No Shares will be issued pursuant to the exercise of this option unless and until the Participant pays to the Company, or makes provision satisfactory to the Company for payment of, any federal, state or local withholding taxes required by law to be withheld in respect of this option. The Company may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding or have a broker tender to the Company cash equal to the withholding obligations.

(b)    Satisfaction of Obligations by Delivery of Shares. If approved by the Board, in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including Shares retained from this option, valued at their fair market value (determined by, or in a manner approved by, the Board); provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements.

7.    Limitation on Repricing. Unless such action is approved by the Company’s stockholders, the Company may not (except as provided for under Section 9): (1) amend this option to provide an exercise price per share that is lower than the then-current exercise price per share of the option, (2) cancel this option and grant in substitution therefor a new option covering the same or a different number of shares of Common Stock and having an exercise price per share lower than the then-current exercise price per share of this option, (3) cancel this option in exchange for a cash payment if its exercise price per share is above the then-current fair market value or (4) take any other action that constitutes a “repricing” within the meaning of the rules of the Nasdaq Stock Market.

8.    Transfer Restrictions; Clawback.

(a)    This option may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution and, during the lifetime of the Participant, this option shall be exercisable only by the Participant; provided, however, that the Board may provide for the gratuitous transfer of the option by the Participant to or for the benefit of any immediate family member, family trust or other entity established for the benefit of the Participant and/or an immediate family member thereof if the Company would be eligible to use a Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), for the registration of the sale of the Common Stock subject to the option to such proposed transferee; provided further, that the Company shall not be required to recognize any such permitted transfer until such time as such permitted transferee shall, as a condition to such transfer, deliver to the Company a written instrument in form and substance satisfactory to the Company confirming that such transferee shall be bound by all of the terms and conditions of this agreement. References to a Participant, to the extent relevant in the context, shall include references to authorized transferees. For the avoidance of doubt, nothing contained in this Section 8(a) shall be deemed to restrict a transfer to the Company.

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(b)    In accepting this option, the Participant agrees to be bound by any clawback policy that the Company may adopt in the future.

9.    Adjustments for Changes in Common Stock and Certain Other Events.

(a)    Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, the number and class of securities and exercise price per share of this option shall be equitably adjusted by the Company (or a substituted option may be made, if applicable) in the manner determined by the Board. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means of a stock dividend and the exercise price of and the number of shares subject to outstanding options are adjusted as of the date of the distribution of the dividend (rather than as of the record date for such dividend), then if the Participant exercises this option between the record date and the distribution date for such stock dividend, the Participant shall be entitled to receive, on the distribution date, the stock dividend with respect to the Shares of Common Stock acquired upon such option exercise, notwithstanding the fact that such Shares were not outstanding as of the close of business on the record date for such stock dividend.

(b)    Reorganization Events.

(i)    Definition. A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (b) any transfer or disposition of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company.

(ii)    Consequences of a Reorganization Event on this Option.

(A)    In connection with a Reorganization Event, the Board may take any one or more of the following actions as to this option (or any portion thereof) on such terms as the Board determines (except to the extent specifically provided otherwise in another agreement between the Company and the Participant): (i) provide that this option shall be assumed, or a substantially equivalent option shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to the Participant, provide that the unvested portion of this option will be forfeited immediately prior to the consummation of such Reorganization Event and/or that the unexercised portion of this option will terminate immediately prior to the consummation of such Reorganization Event unless exercised by the Participant (to the extent then exercisable) within a specified period following the date of such notice, (iii) provide that this option shall become exercisable, realizable, or deliverable, or restrictions applicable to this option shall lapse, in whole or in part, prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), make or provide for a cash payment to the Participant with respect to this option equal to (A) the number of Shares of

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Common Stock subject to the vested portion of the option (after giving effect to any acceleration of vesting that occurs upon or immediately prior to such Reorganization Event) multiplied by (B) the excess, if any, of (I) the Acquisition Price over (II) the exercise price of this option and any applicable tax withholdings, in exchange for the termination of this option, (v) provide that, in connection with a liquidation or dissolution of the Company, this option shall convert into the right to receive liquidation proceeds (net of the exercise price thereof and any applicable tax withholdings) and (vi) any combination of the foregoing.

(B)    For purposes of Section 9(b)(ii)(A)(i), this option shall be considered assumed if, following consummation of the Reorganization Event, this option confers the right to purchase or receive pursuant to the terms of this option, for each share of Common Stock subject to this option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of the option to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determines to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

10.    Miscellaneous.

(a)    Administration by Board. This agreement will be administered by the Board. The Board shall have authority to adopt, amend and repeal such administrative rules, guidelines and practices relating to this agreement as it shall deem advisable. The Board may construe and interpret the terms of this agreement. The Board may correct any defect, supply any omission or reconcile any inconsistency in this agreement in the manner and to the extent it shall deem expedient and it shall be the sole and final judge of such expediency. All decisions by the Board shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest in or under this agreement.

(b)    Appointment of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under this agreement to one or more committees or subcommittees of the Board (a “Committee”). All references in this agreement to the “Board” shall mean the Board or a Committee of the Board to the extent that the Board’s powers or authority in this agreement have been delegated to such Committee.

(c)    Amendment. Except as provided in Section 7, the Board may amend, modify or terminate this agreement, including but not limited to, substituting therefor another option of the same or a different type or changing the date of exercise. The Participant’s consent to such action shall be required unless (i) the Board determines that the action, taking into account any related action, does not materially and adversely affect the Participant’s rights under this agreement or (ii) the change is permitted under Section 9.

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(d)    Conditions on Delivery of Stock. The Company will not be obligated to deliver any Shares of Common Stock pursuant to this agreement until (i) all conditions of this agreement have been met to the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection with the issuance and delivery of such Shares have been satisfied, including any applicable securities laws and regulations and any applicable stock exchange or stock market rules and regulations and (iii) the Participant has executed and delivered to the Company such representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules or regulations.

(e)    Acceleration. The Board may at any time provide that this option shall become immediately exercisable in whole or in part, free of some or all restrictions or conditions, or otherwise realizable in whole or in part, as the case may be.

(f)    No Right To Employment or Other Status. The grant of this option shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from any liability or claim under this agreement.

(g)    No Rights As Stockholder. Subject to the provisions of this option, no Participant or Designated Beneficiary shall have any rights as a stockholder with respect to any Shares of Common Stock to be issued with respect to this option until becoming the record holder of such Shares.

(h)    Compliance with Section 409A of the Code. If and to the extent (i) any portion of any payment, compensation or other benefit provided to a Participant in connection with his or her employment termination constitutes “nonqualified deferred compensation” within the meaning of Section 409A of the Code and (ii) the Participant is a specified employee as defined in Section 409A(a)(2)(B)(i) of the Code, in each case as determined by the Company in accordance with its procedures, by which determinations the Participant (through accepting this option) agrees that he or she is bound, such portion of the payment, compensation or other benefit shall not be paid before the day that is six months plus one day after the date of “separation from service” (as determined under Section 409A of the Code) (the “New Payment Date”), except as Section 409A of the Code may then permit. The aggregate of any payments that otherwise would have been paid to the Participant during the period between the date of separation from service and the New Payment Date shall be paid to the Participant in a lump sum on such New Payment Date, and any remaining payments will be paid on their original schedule. The Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions of or payments, compensation or other benefits under this agreement are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but do not to satisfy the conditions of that section.

(i)    Limitations on Liability. Notwithstanding any other provisions of this agreement, no individual acting as a director, officer, employee or agent of the Company will be liable to

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any Participant, former Participant, spouse, beneficiary, or any other person for any claim, loss, liability, or expense incurred in connection with this agreement, nor will such individual be personally liable with respect to this agreement because of any contract or other instrument he or she executes in his or her capacity as a director, officer, employee or agent of the Company. The Company will indemnify and hold harmless each director, officer, employee or agent of the Company to whom any duty or power relating to the administration or interpretation of this agreement has been or will be delegated, against any cost or expense (including attorneys’ fees) or liability (including any sum paid in settlement of a claim with the Board’s approval) arising out of any act or omission to act concerning this agreement unless arising out of such person’s own fraud or bad faith.

(j)    Severability. The invalidity or unenforceability of any provision in this agreement shall not affect the validity or enforceability of any other provision, and each such other provision shall be severable and enforceable to the extent permitted by law.

(k)    Counterparts. This agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one in the same instrument.

(l)    Entire Agreement. This agreement constitutes the entire agreement between the parties, and supersedes all prior agreements and understandings, relating to the subject matter hereof.

(m)    Participant’s Acknowledgements. The Participant acknowledges that he or she: (i) has read this agreement; (ii) has been represented in the preparation, negotiation and execution of this agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this agreement; and (iv) is fully aware of the legal and binding effect of this agreement.

(n)    Governing Law. This agreement shall be governed by and interpreted in accordance with the laws of the State of Delaware, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than the State of Delaware.

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ANNEX A

SYROS PHARMACEUTICALS, INC.

Inducement Stock Option Exercise Notice

Syros Pharmaceuticals, Inc.

35 CambridgePark Drive

Cambridge, MA 02140

Dear Sir or Madam:

I,                      (the “Participant”), hereby irrevocably exercise the right to purchase                      shares of the Common Stock, $0.001 par value per share (the “Shares”), of Syros Pharmaceuticals, Inc. (the “Company”) at $         per share pursuant to the inducement stock option agreement by and between the Participant and the Company dated                      (the “Inducement Option Agreement”). Enclosed herewith is a payment of $        , the aggregate purchase price for the Shares. The certificate for the Shares should be registered in my name as it appears below or, if so indicated below, jointly in my name and the name of the person designated below, with right of survivorship.

Dated:                                                                  

Signature

Print Name:

Address:

Name and address of persons in whose name the Shares are to be jointly registered (if applicable):

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