Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan Grant of Stock Appreciation Rights

Enumeral Biomedical Holdings, Inc.
2014 Equity Incentive Plan

Grant of Stock Appreciation Rights

Dear [               ]:

On [                        ], the Compensation Committee approved a grant of Stock Appreciation Rights (“SARs”) to you pursuant to the Enumeral Biomedical Holdings, Inc. 2014 Equity Incentive Plan (the “Plan”).

You are granted [insert amount] SARs of Enumeral Biomedical Holdings, Inc. [insert date] is the Grant Date and the fair market value of a share of Enumeral Biomedical Holdings, Inc. as of such Grant Date is [insert Grant Date fair market value].

The Stock Appreciation Rights vest in annual installments of [insert percentage]%, with the first vesting on [insert date]:

SARs may be exercised at any point in time between the Vesting Date and [insert date – specified date not to exceed 10 years from Grant Date]. Upon exercise, and subject to applicable tax withholding, you will be entitled to the difference between the fair market value of a share of Enumeral Biomedical Holdings, Inc. on the exercise date and [insert Grant Date fair market value], multiplied by the number of SARs exercised. This amount will be paid to you in [cash/shares].

If I am an employee, I acknowledge and agree that applicable tax withholding shall be accomplished by having Enumeral Biomedical Holdings, Inc. withhold shares having a fair market value equal to the minimum statutory total tax obligations.

The SARs granted to you are subject to and governed by the terms of the Plan generally.

IN WITNESS WHEREOF, Enumeral Biomedical Holdings, Inc. has caused this Grant Agreement to be duly executed by its officers thereunto duly authorized, and the Grantee has hereunto set his hand and seal, all on the day and year first above written.

ATTEST:

GRANTEE