Sarepta Therapeutics, Inc.

EX-10.1 · d88936dex101.htm

EX-10.1
 2
 d88936dex101.htm
 EX-10.1

 EXHIBIT 10.1

 SAREPTA THERAPEUTICS, INC.

 2026 EQUITY INCENTIVE PLAN
 1. DEFINED
TERMS
 Exhibit A , which is incorporated by reference, defines certain terms used in the Plan and includes
certain operational rules related to those terms.
 2. PURPOSE

 The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock and Stock-based
Awards. Upon the effectiveness of the Plan, no new awards will be granted under a Prior Plan but previously granted awards under a Prior Plan will continue in accordance with their terms.

 3. ADMINISTRATION
 The Plan will be
administered by the Administrator. The Administrator has discretionary authority, subject only to the express provisions of the Plan, to administer and interpret the Plan and any Awards; to determine eligibility for and grant Awards; to determine
the exercise price, base value from which appreciation is measured, or purchase price, if any, applicable to any Award; to determine, modify, accelerate or waive the terms and conditions of any Award; to determine the form of settlement of Awards
(whether in cash, shares of Stock, other Awards or other property); to prescribe forms, rules and procedures relating to the Plan and Awards; and to otherwise do all things necessary or desirable to carry out the purposes of the Plan or any Award.
Determinations of the Administrator made with respect to the Plan or any Award are conclusive and bind all persons.
 4. SHARE POOL; LIMITS ON AWARDS
UNDER THE PLAN
 (a) Number of Shares . Subject to adjustment as provided in Section 7(b) ,
a total of 6,740,000 shares may be delivered in satisfaction of Awards under the Plan, plus the number of shares of Stock that become available for grant under clause (ii)(C) of the third sentence of this Section 4(a), and less one
(1) share for every one (1) share of Stock that was subject to a stock option or a stock appreciation right granted after March 11, 2026 and prior to the Effective Date under a Prior Plan and less 1.26 shares for every one
(1) share of Stock that was subject to an award other than a stock option or a stock appreciation right granted after March 11, 2026 and prior to the Effective Date under a Prior Plan (such aggregate number of shares of Stock, the
“ Share Pool ”). Up to 6,740,000 shares of Stock from the Share Pool may be delivered in satisfaction of ISOs, but nothing in this Section 4(a) will be construed as requiring that any, or any fixed number
of, ISOs be awarded under the Plan. For purposes of determining the share limits under this Section 4(a), (i) each share of Stock subject to a Stock Option or SAR will count as one share and each share of Stock subject to any other Award will
count as 1.26 shares, and (ii) the number of shares of Stock delivered in satisfaction of Awards will be determined (A) by reducing the Share Pool by the number of shares of Stock withheld by the Company in payment of the exercise price or
purchase price of an Award or an award granted under a Prior Plan or in satisfaction of tax

withholding requirements with respect to an Award or an award granted under a Prior Plan, (B) by reducing the Share Pool by the full number of shares covered by a SAR any portion of which is
settled in Stock (and not only the number of shares of Stock delivered in settlement), and (C) by increasing the Share Pool by (I) any shares of Stock underlying any portion of an Award that is settled in cash or that expires, becomes
unexercisable, terminates or is forfeited to or repurchased by the Company without the issuance (or retention, in the case of Restricted Stock or Unrestricted Stock) of Stock and (II) any shares of Stock that, as of March 11, 2026, are
subject to awards under a Prior Plan and that, on or after March 11, 2026, expire or are terminated, surrendered or canceled without the delivery of any shares of Stock, or are forfeited or reacquired by the Company, in accordance with the
terms of the Prior Plan (after giving effect to the fungible share ratio set forth in this Plan). For the avoidance of doubt, the Share Pool will not be increased by any shares of Stock delivered under the Plan that are subsequently repurchased
using proceeds directly attributable to Stock Option exercises. The limits set forth in this Section 4(a) will be construed to comply with the applicable requirements of Section 422.

 (b) Substitute Awards . The Administrator may grant Substitute Awards under the Plan. To the extent consistent with
the requirements of Section 422 and the regulations thereunder and other applicable legal requirements (including applicable stock exchange requirements), shares of Stock delivered in respect of Substitute Awards will be in addition to and will
not reduce the Share Pool. Notwithstanding the foregoing or anything in Section 4(a) to the contrary, if any Substitute Award is settled in cash or expires, becomes unexercisable, terminates or is forfeited to or
repurchased by the Company without the delivery (or retention, in the case of Restricted Stock or Unrestricted Stock) of Stock, the shares of Stock previously subject to such Award will not increase the Share Pool or otherwise be available for
future grant under the Plan. The Administrator will determine the extent to which the terms and conditions of the Plan apply to Substitute Awards, if at all; provided , however , that Substitute Awards will not be subject to the limits
described in Section 4(d) below.
 (c) Type of Shares . Stock delivered by the Company under
the Plan may be authorized but unissued Stock, treasury Stock or previously issued Stock acquired by the Company. No fractional shares of Stock will be delivered under the Plan, unless otherwise determined by the Administrator.

 (d) Director Limits . The aggregate value of all compensation granted or paid to any Director with respect to any calendar
year, including Awards granted under the Plan and cash fees or other compensation paid by the Company to such Director outside of the Plan for his or her services as a Director during such calendar year, may not exceed $1,000,000 in the aggregate
($1,500,000 in the aggregate with respect to a Director’s first year of service on the Board), calculating the value of any Awards based on the grant date fair value in accordance with the Accounting Rules, assuming a maximum payout. For the
avoidance of doubt, the limitation in this Section 4(d) will not apply to any compensation granted or paid to a Director for his or her services to the Company or a subsidiary other than as a Director, including, without
limitation, as a consultant or adviser to the Company or a subsidiary.

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 5. ELIGIBILITY AND PARTICIPATION

 The Administrator will select Participants from among Employees and Directors of, and consultants and advisors to, the Company and its
subsidiaries. Eligibility for ISOs is limited to individuals described in the first sentence of this Section 5 who are employees of the Company or of a “parent corporation” or “subsidiary
corporation” of the Company as those terms are defined in Section 424 of the Code. Eligibility for Stock Options, other than ISOs, and SARs is limited to individuals described in the first sentence of this
 Section 5 who are providing direct services on the date of grant of the Award to the Company or to a subsidiary of the Company that would be described in the first sentence of
 Section 1.409A-1(b)(5)(iii)(E) of the Treasury Regulations.
 6. RULES APPLICABLE TO AWARDS

 (a) All Awards

 (1) Award Provisions . The Administrator will determine the terms and conditions of all Awards, subject to the limitations provided
herein. No term of an Award shall provide for automatic “reload” grants of additional Awards upon the exercise of an Option or SAR. By accepting (or, under such rules as the Administrator may prescribe, being deemed to have accepted) an
Award, the Participant agrees (or will be deemed to have agreed) to the terms and conditions of the Award and the Plan. Notwithstanding any provision of the Plan to the contrary, Substitute Awards may contain terms and conditions that are
inconsistent with the terms and conditions specified herein, as determined by the Administrator.
 (2) Term of Plan . No Awards may
be made after ten (10) years from the Date of Adoption, but previously granted Awards may continue beyond that date in accordance with their terms.

 (3) Transferability . Neither ISOs nor, except as the Administrator otherwise expressly provides in accordance with the third
sentence of this Section 6(a)(3) , other Awards may be transferred other than by will or by the laws of descent and distribution. During a Participant’s lifetime, ISOs and, except as the Administrator otherwise
expressly provides in accordance with the third sentence of this Section 6(a)(3) , SARs and NSOs may be exercised only by the Participant. The Administrator may permit the gratuitous transfer (i.e., transfer not for value)
of Awards other than ISOs, subject to applicable securities and other laws and such terms and conditions as the Administrator may determine.

 (4) Vesting; Exercisability . The Administrator will determine the time or times at which an Award vests or becomes exercisable
and the terms and conditions on which a Stock Option or SAR remains exercisable. Without limiting the foregoing, the Administrator may at any time accelerate the vesting and/or exercisability of an Award (or any portion thereof), regardless of any
adverse or potentially adverse tax or other consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise, however, the following rules will apply if a Participant’s Employment ceases:

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 (A) Except as provided in (B) and (C) below, immediately upon
the cessation of the Participant’s Employment each Stock Option and SAR (or portion thereof) that is then held by the Participant or by the Participant’s permitted transferees, if any, will cease to be exercisable and will terminate and
each other Award that is then held by the Participant or by the Participant’s permitted transferees, if any, to the extent not then vested will be forfeited.

 (B) Subject to (C) and (D) below, each Stock Option and SAR (or portion thereof) held by the Participant or the
Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment, to the extent then vested and exercisable, will remain exercisable for the lesser of (i) a period of three
(3) months following such cessation of Employment or (ii) the period ending on the latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4) , and will thereupon
immediately terminate.
 (C) Subject to (D) below, each Stock Option and SAR (or portion thereof) held by a
Participant or the Participant’s permitted transferees, if any, immediately prior to the cessation of the Participant’s Employment due to his or her death or by the Company due to the Participant’s Disability, to the extent then
vested and exercisable, will remain exercisable for the lesser of (i) the one- (1) year period ending on the first anniversary of such cessation of Employment or (ii) the period ending on the
latest date on which such Stock Option or SAR could have been exercised without regard to this Section 6(a)(4) , and will thereupon immediately terminate.

 (D) All Awards (whether or not vested or exercisable) held by a Participant or the Participant’s permitted
transferees, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation of Employment if the termination is for Cause or occurs in circumstances that in the determination of the
Administrator would have constituted grounds for the Participant’s Employment to be terminated for Cause (in each case, without regard to the lapsing of any required notice or cure periods in connection therewith).

 (5) Recovery of Compensation . The Administrator may provide in any case that any outstanding Award (whether or not vested or
exercisable), the proceeds from the exercise or disposition of any Award or Stock acquired under any Award, and any other amounts received in respect of any Award or Stock acquired under any Award will be subject to forfeiture and disgorgement to
the Company, with interest and other related earnings, if the Participant to whom the Award was granted is not in compliance with any provision of the Plan or any applicable Award, or any non-competition, non-solicitation, no-hire, non-disparagement, confidentiality, invention assignment, or other restrictive covenant by which he or she
is bound. Each Award will be subject to any policy of the Company or any of its subsidiaries that relates to trading on non-public information and permitted transactions with respect to shares of Stock,
including limitations on hedging and pledging. In addition, each Award will be subject (i) to recoupment to the extent a Participant is or becomes subject to the Company’s Policy for Recoupment of Incentive Compensation, as the same may
be amended and in effect from time to time (the “ Clawback Policy ”), and (ii) to any other policy of the Company or any of its Affiliates that provides for forfeiture, disgorgement, or clawback with respect to incentive
compensation that includes Awards

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under the Plan, including but not limited to the Company’s Discretionary Recoupment Policy, as the same may be amended and in effect from time to time. Each Participant, by accepting (or
being deemed to have accepted) an Award under the Plan, agrees (or will be deemed to have agreed) to the terms of this Section 6(a)(5) , the Clawback Policy and any other clawback, recoupment or similar policy of the Company
or any of its subsidiaries and further agrees (or will be deemed to have further agreed) to cooperate fully with the Administrator, and to cause any and all permitted transferees of the Participant to cooperate fully with the Administrator, to
effectuate any forfeiture or disgorgement described in this Section 6(a)(5) . Neither the Administrator nor the Company nor any other person, other than the Participant and his or her permitted transferees, if any, will be
responsible for any adverse tax or other consequences to a Participant or his or her permitted transferees, if any, that may arise in connection with this Section 6(a)(5) .

 (6) Taxes . The grant of an Award and the issuance, delivery, vesting and retention of Stock, cash or other property under an
Award are conditioned upon the full satisfaction by the Participant of all tax and other withholding requirements with respect to the Award. The Administrator will prescribe rules for the withholding of taxes and other amounts with respect to any
Award as it deems necessary. Without limitation to the foregoing, the Company or any parent or subsidiary of the Company will have the authority and the right to deduct or withhold (by any means set forth herein or in an Award agreement), or require
a Participant to remit to the Company or a parent or subsidiary of the Company, an amount sufficient to satisfy all U.S. and non-U.S. federal, state and local income tax, social insurance, payroll tax, fringe
benefits tax, payment on account or other tax-related items related to participation in the Plan and any Award hereunder and legally applicable to the Participant and required by law to be withheld (including,
any amount deemed by the Company, in its discretion, to be an appropriate charge to the Participant even if legally applicable to the Company or any parent or subsidiary of the Company). The Administrator, in its sole discretion, may hold back
shares of Stock from an Award or permit a Participant to tender previously-owned shares of Stock in satisfaction of tax or other withholding requirements (but not in excess of the maximum withholding amount consistent with the Award being subject to
equity accounting treatment under the Accounting Rules) or to sell a sufficient number of shares of Stock otherwise deliverable to the Participant under an Award through such means as the Administrator may determine in its sole discretion (whether
through a broker or otherwise) equal to the amount so required to be withheld. Any amounts withheld pursuant to this Section 6(a)(6) will be treated as though such payment had been made directly to the Participant. In
addition, the Company may, to the extent permitted by law, deduct any such tax and other withholding amounts from any payment of any kind otherwise due to a Participant from the Company or any parent or subsidiary of the Company.

 (7) Dividend Equivalents . The Administrator may provide for the payment of amounts (on terms and subject to such restrictions and
conditions established by the Administrator) in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award whether or not the holder of such Award is otherwise entitled to share in the actual dividend or
distribution in respect of such Award; provided , however , that (i) dividends or dividend equivalents relating to an Award that, at the dividend payment date, remains subject to a risk of forfeiture (whether service-based or
performance-based) shall be subject to the same risk of forfeiture as applies to the underlying Award, and (ii) no dividends or dividend equivalents shall be payable with respect to Stock Options or SARs. Any entitlement to dividend equivalents
or similar entitlements will be established and administered either consistent with an exemption from, or in compliance with, the applicable requirements of Section 409A.

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 (8) Rights Limited . Nothing in the Plan or any Award will be construed as giving any
person the right to be granted an Award or to continued employment or service with the Company or any of its subsidiaries, or any rights as a stockholder except as to shares of Stock actually delivered under the Plan. The loss of existing or
potential profit in any Award will not constitute an element of damages in the event of a termination of a Participant’s Employment for any reason, even if the termination is in violation of an obligation of the Company or any of its
subsidiaries to the Participant.
 (9) Coordination with Other Plans . Shares of Stock and/or Awards under the Plan may be granted in
tandem with, or in satisfaction of or substitution for, other Awards under the Plan or awards made under other compensatory plans or programs of the Company or any of its subsidiaries. For example, but without limiting the generality of the
foregoing, awards under other compensatory plans or programs of the Company or any of its subsidiaries may be settled in Stock (including, without limitation, Unrestricted Stock) under the Plan if the Administrator so determines, in which case the
shares delivered will be treated as awarded under the Plan (and will reduce the number of shares thereafter available for delivery under the Plan in accordance with the rules set forth in Section 4 ).

 (10) Minimum Vesting Requirements. Notwithstanding any other provision of the Plan to the contrary, Awards granted under the Plan shall
not have time- or performance-based vesting schedules that provide for vesting earlier than the first anniversary of the date on which the Award is granted; provided, that the following Awards shall not be subject to the foregoing minimum
vesting requirement: any (i) Substitute Awards, (ii) Awards delivered in lieu of fully vested cash obligations, (iii) Awards to Directors that vest on earlier of the one-year anniversary of the
date of grant and the next annual meeting of stockholders which is at least 50 weeks after the immediately preceding year’s annual meeting, and (iv) any additional Awards the Administrator may grant, up to a maximum of five percent (5%)
of the Share Pool; and, provided, further, that the foregoing restriction does not apply to the Administrator’s discretion to provide for accelerated exercisability or vesting of any Award, including in cases of death, Disability,
retirement or termination of employment, or a Covered Transaction, in the terms of the Award agreement or otherwise.
 (11)
Section 409A
 (A) Without limiting the generality of Section 11(b) hereof, each
Award will contain such terms as the Administrator determines and will be construed and administered such that the Award either qualifies for an exemption from the requirements of Section 409A or satisfies such requirements.

 (B) Notwithstanding anything to the contrary in the Plan or any Award agreement, the Administrator may unilaterally
amend, modify or terminate the Plan or any outstanding Award, including, without limitation, changing the form of the Award, if the Administrator determines that such amendment, modification or termination is necessary or desirable to avoid the
imposition of an additional tax, interest or penalty under Section 409A.

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 (C) If a Participant is determined on the date of the
Participant’s termination of Employment to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then, with regard to any payment that is considered nonqualified deferred
compensation under Section 409A, to the extent applicable, payable on account of a “separation from service”, such payment will be made or provided on the date that is the earlier of (i) the first business day following the
expiration of the six- (6) month period measured from the date of such “separation from service” and (ii) the date of the Participant’s death (the “ Delay
Period ”). Upon the expiration of the Delay Period, all payments delayed pursuant to this Section 6(a)(10)(C) (whether they would have otherwise been payable in a single lump sum or in installments in the absence
of such delay) will be paid, without interest, on the first business day following the expiration of the Delay Period in a lump sum and any remaining payments due under the Award will be paid in accordance with the normal payment dates specified for
them in the applicable Award agreement.
 (D) For purposes of Section 409A, each payment made under the Plan or
any Award will be treated as a separate payment.
 (E) With regard to any payment considered to be nonqualified
deferred compensation under Section 409A, to the extent applicable, that is payable upon a change in control of the Company or other similar event, to the extent required to avoid the imposition of an additional tax, interest or penalty under
Section 409A, no amount will be payable unless such change in control constitutes a “change in control event” within the meaning of Section 1.409A-3(i)(5) of the Treasury Regulations.

 (b) Stock Options and SARs

 (1) Time and Manner of Exercise . Unless the Administrator expressly provides otherwise, no Stock Option or SAR will be deemed to have
been exercised until the Administrator receives a notice of exercise in a form acceptable to the Administrator that is signed by the appropriate person and accompanied by any payment required under the Award. The Administrator may limit or restrict
the exercisability of any Stock Option or SAR in its discretion, including in connection with any Covered Transaction. Any attempt to exercise a Stock Option or SAR by any person other than the Participant will not be given effect unless the
Administrator has received such evidence as it may require that the person exercising the Award has the right to do so.
 (2)
 Exercise Price . The exercise price (or the base value from which appreciation is to be measured) per share of each Award requiring exercise must be no less than one hundred percent (100%) (in the case of an ISO granted to a ten percent
(10%) stockholder within the meaning of Section 422(b)(6) of the Code, one hundred ten percent (110%)) of the Fair Market Value of a share of Stock, determined as of the date of grant of the Award, or such higher amount as the Administrator may
determine in connection with the grant. Notwithstanding the foregoing, a Stock Option or an SAR may be granted with an exercise price lower than 100% of the Fair Market Value of a share of Stock if such Stock Option or SAR is a Substitute Award and
is granted in a manner consistent with the provisions of Section 409A and, if applicable, Section 424(a) of the Code.

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 (3) Payment of Exercise Price . Where the exercise of an Award (or portion thereof) is
to be accompanied by payment, payment of the exercise price must be made by cash or check acceptable to the Administrator or, if so permitted by the Administrator and if legally permissible, (i) through the delivery of previously acquired
unrestricted shares of Stock, or the withholding of unrestricted shares of Stock otherwise deliverable upon exercise, in either case that have a Fair Market Value equal to the exercise price; (ii) through a broker-assisted cashless exercise
program acceptable to the Administrator; (iii) by other means acceptable to the Administrator; or (iv) by any combination of the foregoing permissible forms of payment. The delivery of previously acquired shares in payment of the exercise
price under clause (i) above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Administrator may prescribe.

 (4) Maximum Term . The maximum term of Stock Options and SARs must not exceed ten (10) years from the date of grant (or five
(5) years from the date of grant in the case of an ISO granted to a ten percent (10%) stockholder described in Section 6(b)(2) above).

 (5) No Repricing . Except in connection with a corporate transaction involving the Company (which term includes, without limitation, any
stock dividend, stock split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares)
or as otherwise contemplated by Section 7 below, the Company may not, without obtaining stockholder approval, (i) amend the terms of outstanding Stock Options or SARs to reduce the exercise price or base value of such
Stock Options or SARs; (ii) cancel outstanding Stock Options or SARs in exchange for Stock Options or SARs that have an exercise price or base value that is less than the exercise price or base value of the original Stock Options or SARs; or
(iii) cancel outstanding Stock Options or SARs that have an exercise price or base value greater than the Fair Market Value of a share of Stock on the date of such cancellation in exchange for cash or other consideration.

 7. EFFECT OF CERTAIN TRANSACTIONS
 (a)
 Mergers, etc . Except as otherwise expressly provided in an Award agreement or other agreement or by the Administrator, the following provisions will apply in the event of a Covered Transaction:

 (1) Assumption or Substitution . If the Covered Transaction is one in which there is an acquiring or surviving entity, the
Administrator may provide for (i) the assumption or continuation of some or all outstanding Awards or any portion thereof; or (ii) the grant of new awards in substitution therefor by the acquiror or survivor or an affiliate of the acquiror
or survivor.

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 (2) Cash-Out of Awards . Subject to
 Section 7(a)(5) below, the Administrator may provide for payment (a “ cash-out ”), with respect to some or all Awards or any portion thereof (including only the
vested portion thereof, with the unvested portion terminating as provided in Section 7(a)(4) below), equal in the case of each applicable Award or portion thereof to the excess, if any, of (i) the Fair Market Value of
one (1) share of Stock multiplied by the number of shares of Stock subject to the Award or such portion, minus (ii) the aggregate exercise or purchase price, if any, of such Award or such portion thereof (or, in the case of a
SAR, the aggregate base value above which appreciation is measured), in each case, on such payment and other terms and subject to such conditions (which need not be the same as the terms and conditions applicable to holders of Stock generally) as
the Administrator determines, including that any amounts paid in respect of such Award in connection with the Covered Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate. For the
avoidance of doubt, if the per-share exercise or purchase price (or base value) of an Award or portion thereof is equal to or greater than the fair market value of one (1) share of Stock, as determined in
connection with the Covered Transaction, such Award or portion may be cancelled with no payment due hereunder or otherwise in respect thereof.

 (3) Acceleration of Certain Awards . Subject to Section 7(a)(5) below, the Administrator may provide
that any Award requiring exercise will become exercisable, in full or in part, and/or that the delivery of any shares of Stock remaining deliverable under any outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards
to the extent consisting of Stock Units) will be accelerated, in full or in part, in each case, on a basis that gives the holder of the Award a reasonable opportunity, as determined by the Administrator, following the exercise of the Award or the
delivery of the shares, as the case may be, to participate as a stockholder in the Covered Transaction.
 (4) Termination of
Awards upon Consummation of Covered Transaction . Except as the Administrator may otherwise determine, each Award will automatically terminate (and in the case of outstanding shares of Restricted Stock, will automatically be forfeited)
immediately upon the consummation of the Covered Transaction; provided, however, that unless the Administrator provides for the assumption, continuation or substitution of Awards pursuant to Section 7(a)(1) above, all outstanding Awards shall
become immediately and fully exercisable, any applicable vesting conditions shall be deemed satisfied, with any performance vesting conditions deemed to be satisfied at one hundred percent (100%) of target levels, and any forfeiture restrictions
shall be deemed to have lapsed, in each case as of immediately prior to the consummation of the Covered Transaction.
 (5)
 Additional Limitations. Any share of Stock and any cash or other property or other award delivered pursuant to Section 7(a)(1) , Section 7(a)(2) or
 Section 7(a)(3) above with respect to an Award may, in the discretion of the Administrator, contain such restrictions, if any, as the Administrator deems appropriate, including to reflect any performance or other vesting
conditions to which the Award was subject and that did not lapse (and were not satisfied) in connection with the Covered Transaction. For purposes of the immediately preceding sentence, a cash-out under
 Section 7(a)(2) above or an acceleration under Section 7(a)(3) above will not, in and of itself, be treated as the lapsing (or satisfaction) of a performance or other vesting condition. In the case
of Restricted Stock that does not vest and is not forfeited in connection with the Covered Transaction, the Administrator may require that any amounts delivered, exchanged or otherwise paid in respect of such Stock in connection with the Covered
Transaction be placed in escrow or otherwise made subject to such restrictions as the Administrator deems appropriate to carry out the intent of the Plan.

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 (6) Uniform Treatment . For the avoidance of doubt, the Administrator need not treat
Participants or Awards (or portions thereof) in a uniform manner, and may treat different Participants and/or Awards differently, in connection with a Covered Transaction.

 (b) Changes in and Distributions with Respect to Stoc k

 (1) Basic Adjustment Provisions . In the event of a stock dividend, stock split or combination of shares (including a reverse
stock split), recapitalization or other change in the Company’s capital structure that constitutes an equity restructuring within the meaning of the Accounting Rules, the Administrator shall make appropriate adjustments to the maximum number
of shares of Stock specified in Section 4(a) that may be delivered under the Plan, and shall make appropriate adjustments to the number and kind of shares of stock or securities underlying Awards then outstanding or
subsequently granted, any exercise or purchase prices (or base values) relating to Awards and any other provision of Awards affected by such change.

 (2) Certain Other Adjustments . The Administrator may also make adjustments of the type described in
 Section 7(b)(1) above to take into account distributions to stockholders other than those provided for in Sections 7(a) and 7(b)(1) , or any other event, if the Administrator determines that
adjustments are appropriate to avoid distortion in the operation of the Plan or any Award.
 (3) Continuing Application of Plan
Terms . References in the Plan to shares of Stock will be construed to include any stock or securities resulting from an adjustment pursuant to this Section 7 .

 8. LEGAL CONDITIONS ON DELIVERY OF STOCK

 The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock
previously delivered under the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of
delivery listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii) all conditions of the Award have been
satisfied or waived. The Company may require, as a condition to the exercise of an Award or the delivery of shares of Stock under an Award, such representations or agreements as counsel for the Company may consider appropriate to avoid violation of
the Securities Act of 1933, as amended, or any applicable state or non-U.S. securities law. Any Stock delivered to Participants under the Plan will be evidenced in such manner as the Administrator determines
appropriate, including book-entry registration or delivery of stock certificates. In the event that the Administrator determines that stock certificates will be issued in connection with Stock issued under the Plan, the Administrator may require
that such certificates bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may hold the certificates pending the lapse of the applicable restrictions.

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 9. AMENDMENT AND TERMINATION

 The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by
applicable law, and may at any time terminate the Plan as to any future grants of Awards; provided , however , that except as otherwise expressly provided in the Plan or the applicable Award, the Administrator may not, without the
Participant’s consent, alter the terms of an Award so as to affect materially and adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so in the Plan or at the time the
applicable Award was granted. Any amendments to the Plan will be conditioned upon stockholder approval only to the extent, if any, such approval is required by applicable law (including the Code) or stock exchange requirements, as determined by the
Administrator. For the avoidance of doubt, without limiting the Administrator’s rights hereunder, no adjustment to any Award pursuant to the terms of Section 7 or Section 12 will be treated
as an amendment requiring a Participant’s consent.
 10. OTHER COMPENSATION ARRANGEMENTS

 The existence of the Plan or the grant of any Award will not affect the right of the Company or any of its subsidiaries to grant any person
bonuses or other compensation in addition to Awards under the Plan.
 11. MISCELLANEOUS

 (a) Waiver of Jury Trial . By accepting or being deemed to have accepted an Award under the Plan, each Participant waives
(or will be deemed to have waived), to the maximum extent permitted under applicable law, any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan or any Award, or under any amendment, waiver,
consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees (or will be deemed to have agreed) that any such action, proceedings or counterclaim will be tried before a court
and not before a jury. By accepting or being deemed to have accepted an Award under the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or otherwise, that the Company would not,
in the event of any action, proceeding or counterclaim, seek to enforce the foregoing waivers. Notwithstanding anything to the contrary in the Plan, nothing herein is to be construed as limiting the ability of the Company and a Participant to agree
to submit any dispute arising under the terms of the Plan or any Award to binding arbitration or as limiting the ability of the Company to require any individual to agree to submit such disputes to binding arbitration as a condition of receiving an
Award hereunder.
 (b) Limitation of Liability . Notwithstanding anything to the contrary in the Plan or any Award,
neither the Company, nor any of its subsidiaries, nor the Administrator, nor any person acting on behalf of the Company, any of its subsidiaries, or the Administrator, will be liable to any Participant, to any permitted transferee, to the estate or
beneficiary of any Participant or any permitted transferee, or to any other person by reason of any acceleration of income, any additional tax, or any penalty, interest or other liability asserted by reason of the failure of an Award to satisfy the
requirements of Section 422 or Section 409A or by reason of Section 4999 of the Code, or otherwise asserted with respect to any Award.

 -11-

 (c) Unfunded Plan . The Company’s obligations under the Plan are
unfunded, and no Participant will have any right to specific assets of the Company in respect of any Award. Participants will be general unsecured creditors of the Company with respect to any amounts due or payable under the Plan.

 (d) Stock Ownership Guidelines . All Awards granted under the Plan are, where applicable, subject to the Company’s
Stock Ownership Guidelines for Non-Employee Directors and Executive Officers, adopted as of April 27, 2016 and as effective from time to time.

 12. ESTABLISHMENT OF SUB-PLANS

 The Administrator may at any time and from time to time (including before or after an Award is granted) establish, adopt or revise any rules
and regulations as it may deem necessary or advisable to administer the Plan for Participants based outside of the U.S. and/or subject to the laws of countries other than the U.S., including by establishing one or more
 sub-plans, supplements or appendices under the Plan or any Award agreement for the purpose of complying or facilitating compliance with non-U.S. laws or taking advantage
of tax favorable treatment or for any other legal or administrative reason determined by the Administrator. Any such sub-plan, supplement or appendix may contain (i) such limitations on the
Administrator’s discretion under the Plan and (ii) such additional or different terms and conditions, in each case, as the Administrator deems necessary or desirable, and will be deemed to be part of the Plan but will apply only to
Participants within the group to which the sub-plan, supplement or appendix applies (as determined by the Administrator); provided , however , that no
 sub-plan, supplement, appendix, rule or regulation established pursuant to this provision shall increase Share Pool.

 13. GOVERNING LAW
 (a)
 Certain Requirements of Corporate Law . Awards and shares of Stock will be granted, issued and administered consistent with the requirements of applicable Delaware law relating to the issuance of stock and the consideration to be
received therefor, and with the applicable requirements of the stock exchanges or other trading systems on which the Stock is listed or entered for trading, in each case, as determined by the Administrator.

 (b) Other Matters . Except as otherwise provided by the express terms of an Award agreement, under a sub-plan described in Section 12 or as provided in Section 13(a) above, the domestic substantive laws of the Commonwealth of Massachusetts govern the provisions of
the Plan and of Awards under the Plan and all claims or disputes arising out of or based upon the Plan or any Award under the Plan or relating to the subject matter hereof or thereof without giving effect to any choice or conflict of laws provision
or rule that would cause the application of the domestic substantive laws of any other jurisdiction.
 (c)
 Jurisdiction . Subject to Section 11(a) and except as may be expressly set forth in an Award agreement, by accepting (or being deemed to have accepted) an Award, each Participant agrees or will be deemed to
have agreed to (i) submit irrevocably and unconditionally to the jurisdiction of the federal and state courts located within the geographic boundaries of the United States District Court for the District of Massachusetts for the purpose of any
suit, action or other proceeding arising out of or based upon the Plan or any Award; (ii) not commence any suit, action

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or other proceeding arising out of or based upon the Plan or any Award, except in the federal and state courts located within the geographic boundaries of the United States District Court for the
District of Massachusetts; and (iii) waive, and not assert, by way of motion as a defense or otherwise, in any such suit, action or proceeding, any claim that he or she is not subject personally to the jurisdiction of the above-named courts
that his or her property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the Plan or any Award or the
subject matter thereof may not be enforced in or` by such court.
 * * * *

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 EXHIBIT A

 Definition of Terms

 The following terms, when used in the Plan, have the meanings and are subject to the provisions set forth below:

 “ Accounting Rules ”: Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor
provision.
 “ Administrator ”: The Compensation Committee, except with respect to such matters that are not delegated to
the Compensation Committee by the Board (whether pursuant to committee charter or otherwise). The Compensation Committee (or the Board, with respect to such matters over which it retains authority under the Plan or otherwise) may delegate
(i) to one or more of its members (or one or more other members of the Board) such of its duties, powers and responsibilities as it may determine; (ii) to one or more officers or other Employees of the Company the power to grant Awards to
the extent permitted by Section 152 or 157(c) of the Delaware General Corporation Law; and (iii) to such Employees or other persons as it determines such ministerial tasks as it deems appropriate. For purposes of the Plan, the term
“Administrator” will include the Board, the Compensation Committee, and the person or persons delegated authority under the Plan to the extent of such delegation, as applicable.

 “ Award ”: Any or a combination of the following:

 (i) Stock Options.

 (ii) SARs.

 (iii) Restricted Stock.

 (iv) Unrestricted Stock.

 (v) Stock Units, including Restricted Stock Units.

 (vi) Performance Awards.

 (vii) Awards (other than Awards described in (i) through (vi) above) that are convertible into or otherwise based on
Stock.
 “ Board ”: The board of directors of the Company.

 “ Cause ”: means, with respect to a Participant, (i) any material act of theft or fraud made by the Participant in
connection with such Participant’s responsibilities as a service provider; (ii) the Participant’s conviction of, or plea of nolo contendere to, a felony or any crime involving fraud, embezzlement or any other act of moral turpitude;
(iii) the Participant’s willful material misconduct with respect to any material aspect of the business of the Company; (iv) the Participant’s unauthorized use or disclosure of any proprietary information or trade secrets of
the Company or any other party to whom the Participant owes an obligation of nondisclosure as a

result of the Participant’s relationship with the Company; (v) the Participant’s willful breach of any obligations under any written agreement or covenant with the Company; or
(vi) the Participant’s failure to perform his or her duties as a service provider after the Participant has received a written notice from the Company which specifically sets forth the factual basis for the Company’s belief that the
Participant has not substantially performed his or her duties, and which the Participant fails to cure to the Company’s satisfaction within ten (10) business days after receiving such notice.

 “ Code ”: The U.S. Internal Revenue Code of 1986, as from time to time amended and in effect, or any successor statute as
from time to time in effect, including any applicable regulations and guidance thereunder.
 “ Company ”: Sarepta
Therapeutics, Inc., a Delaware corporation.
 “ Compensation Committee ”: The compensation committee of the Board.

 “ Covered Transaction ”: means the occurrence of any of the following events:

 (i) Change in Ownership of the Company . A change in the ownership of the Company occurs on the date that any one person,
or more than one person acting as a group (“ Person ”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than fifty percent (50%) of the total voting power of the
stock of the Company; provided , however , that for purposes of this subsection (i), the acquisition of additional stock by any one Person who is considered to own more than fifty percent (50%) of the total voting power of the stock of
the Company will not be considered a Covered Transaction; or
 (ii) Change in Effective Control of the Company . If
the Company has a class of securities registered pursuant to Section 12 of the Exchange Act, a change in the effective control of the Company occurs on the date that a majority of members of the Board is replaced during any twelve
(12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this subsection (ii), if any Person is considered to be in
effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Covered Transaction; or

 (iii) Change in Ownership of a Substantial Portion of the Company’s Assets . A change in the ownership of a
substantial portion of the Company’s assets occurs on the date that any Person acquires (or has acquired during the twelve (12)-month period ending on the date of the most recent acquisition by such person or persons) assets from the Company
that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided , however , that
for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders
immediately after the transfer; or (B) a transfer of assets by the

 A-2

Company to (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, fifty percent (50%) or
more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of
the Company, or (4) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair
market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

 For purposes of the definition of a Covered Transaction, persons will be considered to be acting as a group if they are owners of a corporation
that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Further and for the avoidance of doubt, a transaction shall not constitute a Covered Transaction if: (i) its sole
purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that shall be owned in substantially the same proportions by the persons who held the Company’s securities
immediately before such transaction.
 “ Date of Adoption ”: The earlier of the date the Plan was approved by the
Company’s stockholders or adopted by the Board, as determined by the Compensation Committee.
 “ Director ”: A
member of the Board who is not an Employee.
 “ Disability ”: Total and permanent disability as defined in
Section 22(e)(3) of the Code, provided that in the case of Awards other than ISOs, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and
 non-discriminatory standards adopted by the Administrator from time to time. Notwithstanding the foregoing, for an Award that provides for payment or settlement triggered upon a Disability and that constitutes
an Award subject to Section 409A, the foregoing definition shall apply for purposes of vesting of such Award, provided that for purposes of payment or settlement of such Award, such Award shall not be paid (or otherwise settled) until the
earliest of: (A) the Participant’s “disability” within the meaning of Section 409A(a)(2)(C)(i) or (ii) of the Code; (B) the Participant’s “separation from service” within the meaning of
Section 409A; (C) the date such Award would otherwise be settled pursuant to the terms of the Award agreement; (D) a transaction that qualifies as a change in control event within the meaning of Section 409A; or (E) death of
the Participant.
 “ Employee ”: Any person who is employed by the Company or any of its subsidiaries.

 “ Employment ”: A Participant’s employment or other service relationship with the Company or any of its subsidiaries.
Employment will be deemed to continue, unless the Administrator otherwise determines, so long as the Participant is employed by, or otherwise is providing services in a capacity described in Section 5 to, the Company or any
of its subsidiaries, including during any period when a Participant is on a leave of absence approved by the Company.

 A-3

If a Participant’s employment or other service relationship is with any subsidiary of the Company and that entity ceases to be a subsidiary of the Company, the Participant’s
Employment will be deemed to have terminated when the entity ceases to be a subsidiary of the Company unless the Participant transfers Employment to the Company or one of its remaining subsidiaries. Notwithstanding the foregoing, in construing the
provisions of any Award relating to the payment of “nonqualified deferred compensation” (subject to Section 409A) upon a termination or cessation of Employment, references to termination or cessation of employment, separation from
service, retirement or similar or correlative terms will be construed to require a “separation from service” (as that term is defined in Section 1.409A-1(h) of the Treasury Regulations, after
giving effect to the presumptions contained therein) from the Company and from all other corporations and trades or businesses, if any, that would be treated as a single “service recipient” with the Company under Section 1.409A-1(h)(3) of the Treasury Regulations. The Company may, but need not, elect in writing, subject to the applicable limitations under Section 409A, any of the special elective rules prescribed
in Section 1.409A-1(h) of the Treasury Regulations for purposes of determining whether a “separation from service” has occurred. Any such written election will be deemed a part of the Plan.

 “ Exchange Act ”: The Securities Exchange Act of 1934, as amended.

 “ Fair Market Value ”: As of a particular date, (i) the closing price for a share of Stock reported on the Nasdaq Global
Stock Market (or any other national securities exchange on which the Stock is then listed) for that date or, if no closing price is reported for that date, the closing price on the immediately preceding date on which a closing price was reported; or
(ii) in the event that the Stock is not traded on a national securities exchange, the fair market value of a share of Stock determined by the Administrator consistent with the rules of Section 422 and Section 409A to the extent
applicable.
 “ ISO ”: A Stock Option intended to be an “incentive stock option” within the meaning of
Section 422. Each Stock Option granted pursuant to the Plan will be treated as providing by its terms that it is to be an NSO unless, as of the date of grant, it is expressly designated as an ISO in the applicable Award agreement.

 “ NSO ”: A Stock Option that is not intended to be an “incentive stock option” within the meaning of
Section 422.
 “ Participant ”: A person who is granted an Award under the Plan.

 “ Performance Award ”: An Award subject to performance vesting conditions, which may include Performance Criteria.

 “ Performance Criteria ”: Specified criteria, other than the mere continuation of Employment or the mere passage of time, the
satisfaction of which is a condition for the grant, exercisability, vesting or settlement of an Award. A Performance Criterion and any targets with respect thereto need not be based upon an increase, a positive or improved result or avoidance of
loss and may be applied to a Participant individually, or to a business unit or division of the Company or to the Company as a whole. A Performance Criterion may also be based on individual performance and/or subjective performance criteria. The
Administrator may provide that one or more of the Performance Criteria applicable to such Award will be adjusted in a manner to reflect events (for example, but without limitation, acquisitions or dispositions) occurring during the performance
period that affect the applicable Performance Criterion or Criteria.

 A-4

 “ Plan ”: The Sarepta Therapeutics, Inc. 2026 Equity Incentive Plan, as
from time to time amended and in effect.
 “ Prior Plan ”: The Sarepta Therapeutics, Inc. 2018 Equity Incentive Plan, as
amended, and/or the Sarepta Therapeutics, Inc. Amended and Restated 2011 Equity Incentive Plan, as the case may be.
 “ Restricted
Stock ”: Stock subject to restrictions requiring that it be forfeited, redelivered or offered for sale to the Company if specified performance or other vesting conditions are not satisfied.

 “ Restricted Stock Unit ”: A Stock Unit that is, or as to which the delivery of Stock or of cash in lieu of Stock is, subject
to the satisfaction of specified performance or other vesting conditions.
 “ SAR ”: A right entitling the holder upon
exercise to receive an amount (payable in cash or in shares of Stock of equivalent value) equal to the excess of the Fair Market Value of the shares of Stock subject to the right over the base value from which appreciation under the SAR is to be
measured.
 “ Section 409A ”: Section 409A of the Code and the regulations thereunder.

 “ Section 422 ”: Section 422 of the Code and the regulations thereunder.

 “ Stock ”: Common stock of the Company, par value $0.0001 per share.

 “ Stock Option ”: An option entitling the holder to acquire shares of Stock upon payment of the exercise price.

 “ Stock Unit ”: An unfunded and unsecured promise, denominated in shares of Stock, to deliver Stock or cash measured by the
value of Stock in the future.
 “ Substitute Awards ”: Awards granted under the Plan in substitution for one or more
equity awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition.
 “ Unrestricted
Stock ”: Stock not subject to any restrictions under the terms of the Award.

 A-5

EX-10.2 · d88936dex102.htm

EX-10.2
 3
 d88936dex102.htm
 EX-10.2

 EXHIBIT 10.2

 SAREPTA THERAPEUTICS, INC.

 2026 EMPLOYEE STOCK PURCHASE PLAN
 1.
Defined Terms
 Exhibit A , which is incorporated by reference, defines the terms used in the Plan and sets
forth certain operational rules related to those terms.
 2. Purpose of Plan

 The Plan is intended to enable Eligible Employees to use payroll deductions to purchase shares of Stock in offerings under the Plan, and
thereby acquire an interest in the Company. The Plan is intended to qualify as an “employee stock purchase plan” under Section 423 and to be exempt from the application and requirements of Section 409A of the Code, and is to be
construed accordingly.
 3. Options to Purchase Stock

 Subject to adjustment pursuant to Section 16 of the Plan, the maximum aggregate number of shares of Stock available
for purchase pursuant to the exercise of Options granted under the Plan will be 1,500,000 shares (the “ Share Pool ”). The shares of Stock to be delivered upon exercise of Options under the Plan may be either shares of authorized
but unissued Stock, treasury Stock, or previously issued Stock acquired by the Company. If any Option granted under the Plan expires or terminates for any reason without having been exercised in full or ceases for any reason to be exercisable in
whole or in part, the unpurchased shares of Stock subject to such Option will not reduce the Share Pool and will again be available for purchase under the Plan. If, on an Exercise Date, the total number of shares of Stock that would otherwise be
subject to Options granted under the Plan exceeds the number of shares then available in the Share Pool, the Administrator shall make a pro rata allocation of the shares remaining available for purchase under the Plan in as uniform a manner as is
practicable and as it determines to be equitable. In such event, the Administrator shall notify each Participant of such reduction and of the effect on the Participant’s Options and may reduce the rate of a Participant’s payroll
deductions, if necessary.
 4. Eligibility

 (a) Eligibility Requirements . Subject to Section 13 of the Plan, and the exceptions and
limitations set forth in Section 4(b) , Section 4(c) , and Section 6 of the Plan, or as may be provided elsewhere in the Plan or in any
 sub-plan contemplated by Section 23 , each Employee who customarily works thirty (30) hours or more per week; and who satisfies the requirements set forth in the Plan will be an
Eligible Employee.
 (b) Five Percent Shareholders . No Employee may be granted an Option under the Plan if,
immediately after the Option is granted, the Employee would own (or pursuant to Section 424(d) of the Code would be deemed to own) stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of
the Company or of its Parent or Subsidiaries, if any.

 (c) Additional Requirements . The Administrator may, for Option Periods
that have not yet commenced, establish additional or other eligibility requirements, or amend the eligibility requirements set forth in Section 4(a) above, in each case, consistent with the requirements of Section 423.

 5. Option Periods
 The Plan will
generally be implemented by a series of separate offerings referred to as “ Option Periods .” Unless otherwise determined by the Administrator, the Option Periods will be successive periods of approximately six (6) months
commencing on the first Business Day in January and July of each year, anticipated to be on or around January 2 and July 1, and ending approximately six (6) months later on the last Business Day in June or December, as applicable, of
each year, anticipated to be on or around June 30 and December 31. The last Business Day of each Option Period will be an “ Exercise Date .” The Administrator may change the Exercise Date, the commencement date, the ending date
and the duration of each Option Period, in each case, to the extent permitted by Section 423; provided , however , that no Option may be exercised after twenty-seven (27) months from its grant date.

 6. Option Grant
 Subject to the
requirements and limitations set forth in Sections 4 and 10 of the Plan and the Maximum Share Limit, on the first day of an Option Period, each Participant will automatically be granted an Option to purchase shares
of Stock on the Exercise Date; provided , however , that no Participant will be granted an Option under the Plan that permits the Participant’s right to purchase shares of Stock under the Plan and under all other employee stock
purchase plans of the Company and its Parent and Subsidiaries, if any, to accrue at a rate that exceeds $25,000 in Fair Market Value (or such other maximum as may be prescribed from time to time by the Code) for each calendar year during which any
Option granted to such Participant is outstanding at any time, as determined in accordance with Section 423(b)(8) of the Code.
 7. Method of
Participation
 (a) Payroll Deduction and Participation Authorization . To participate in an Option Period, an
Eligible Employee must execute and deliver to the Administrator a payroll deduction and participation authorization form in accordance with the procedures prescribed by, and in a form acceptable to, the Administrator and, in so doing, the Eligible
Employee will thereby become a Participant as of the first day of such Option Period. Such an Eligible Employee will remain a Participant with respect to subsequent Option Periods until his or her participation in the Plan is terminated as provided
herein. Such payroll deduction and participation authorization must be delivered not later than fifteen (15) calendar days prior to the first day of an Option Period, or such other time as specified by the Administrator.

 (b) Changes to Payroll Deduction Authorization for Subsequent Option Periods . A Participant’s payroll deduction
authorization will remain in effect for subsequent Option Periods unless the Participant files a new authorization not later than five (5) Business Days prior to the first day of the subsequent Option Period (or such other time as specified by
the Administrator) or the Participant’s Option is cancelled pursuant to Section 13 or Section 14 of the Plan.

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 (c) Changes to Payroll Deduction Authorization for Current Option
Period . During an Option Period, a Participant’s payroll deduction authorization may not be increased or decreased, except that a Participant may terminate his or her payroll deduction authorization by canceling his or her Option in
accordance with Section 13 of the Plan.
 (d) Payroll Deduction Percentage . Each payroll
deduction authorization will authorize payroll deductions as a whole percentage from one to fifteen percent (1% to 15%) of the employee’s Eligible Compensation per payroll period.

 (e) Payroll Deduction Account . All payroll deductions made pursuant to this Section 7 will be
credited to the Participant’s Account. Amounts credited to a Participant’s Account will not be required to be set aside in trust or otherwise segregated from the Company’s general assets.

 8. Method of Payment
 A Participant must
pay for shares of Stock purchased under the Plan with accumulated payroll deductions credited to the Participant’s Account.
 9. Purchase Price

 The Purchase Price of shares of Stock issued pursuant to the exercise of an Option on each Exercise Date will be eighty-five percent
(85%) (or such greater percentage specified by the Administrator to the extent permitted under Section 423) of the following, unless otherwise specified by Administrator prior to the commencement of an Option Period: the lesser of (i) the
Fair Market Value of a share of Stock on the date on which the Option was granted pursuant to Section 6 of the Plan (i.e., the first day of the Option Period) and (ii) the Fair Market Value of a share of Stock on the
date on which the Option is deemed exercised pursuant to Section 10 of the Plan (i.e., the Exercise Date).
 10. Exercise of
Options
 (a) Purchase of Shares . Subject to the limitations set forth in Section 6 of
the Plan and this Section 10 , with respect to each Option Period, on the applicable Exercise Date, each Participant will be deemed to have exercised his or her Option and the accumulated payroll deductions in the
Participant’s Account will be applied to purchase the greatest number of shares of Stock (rounded down to the nearest whole share) that can be purchased with such Account balance at the applicable Purchase Price; provided ,
 however , that no more than 2,500 shares of Stock may be purchased by a Participant on any Exercise Date, or such lesser number as the Administrator may prescribe in accordance with Section 423 (the “ Maximum Share
Limit ”). As soon as practicable thereafter, shares of Stock so purchased will be placed, in book-entry form, into a record keeping account in the name of the Participant. No fractional shares will be purchased pursuant to the exercise of
an Option under the Plan, unless otherwise determined by the Administrator; any accumulated payroll deductions in a Participant’s Account that are not sufficient to purchase a whole share will be retained in the Participant’s Account for
the subsequent Option Period, subject to earlier withdrawal by the Participant as provided in Section 13 hereof.

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 (b) Return of Account Balance . Except as provided in
 Section 10(a) above with respect to fractional shares, any accumulated amount of payroll deductions in a Participant’s Account for an Option Period that are not used for the purchase of shares of Stock, whether
because of the Participant’s withdrawal from participation in an Option Period or for any other reason, will be returned to the Participant (or his or her designated beneficiary or legal representative, as applicable), without interest, as
soon as administratively practicable after such withdrawal or other event, as applicable. If the Participant’s accumulated payroll deductions on the Exercise Date of an Option Period would otherwise enable the Participant to purchase shares of
Stock in excess of the Maximum Share Limit or the maximum Fair Market Value set forth in Section 6 of the Plan, the excess of the amount of the accumulated payroll deductions over the aggregate Purchase Price of the shares
of Stock actually purchased will be returned to the Participant, without interest, as soon as administratively practicable after such Exercise Date.

 11. Interest
 No interest will accrue or
be payable on any amount held in the Account of any Participant.
 12. Taxes

 Payroll deductions will be made on an after-tax basis. The Administrator will have the right to make
such provision as it deems necessary for, and may condition the exercise of an Option on, the satisfaction of its obligations to withhold federal, state, local income or other taxes incurred by reason of the purchase or disposition of shares of
Stock under the Plan. In the Administrator’s discretion and subject to applicable law, such tax obligations may be satisfied in whole or in part by delivery of shares of Stock to the Company, including shares of Stock purchased under the Plan,
valued at Fair Market Value, but not in excess of the maximum withholding amount consistent with the award being subject to equity accounting treatment under the Accounting Rules.

 13. Cancellation and Withdrawal
 A
Participant who has been granted an Option under the Plan may cancel all (but not less than all) of such Option and terminate his or her participation in the Plan by notice to the Administrator in accordance with the procedures prescribed by, and in
a form acceptable to, the Administrator. To be effective with respect to an upcoming Exercise Date, such cancellation notice must be delivered not later than five (5) calendar days prior to such Exercise Date (or such other time as specified by
the Administrator). Upon such termination and cancellation, the balance in the Participant’s Account will be returned to the Participant, without interest, as soon as administratively practicable thereafter. For the avoidance of doubt, a
Participant who reduces his or her withholding rate for a future Option Period to zero (0%) pursuant to Section 7 of the Plan will be deemed to have terminated his or her payroll deduction authorization and canceled his or
her participation in the Plan as to such Option Period and all future Option Periods, unless the Participant delivers a new payroll deduction authorization for a subsequent Option Period in accordance with the rules of
 Section 7(b) of the Plan.

 -4-

 14. Termination of Employment; Death of Participant

 Upon the termination of a Participant’s employment with the Company or a Designated Subsidiary, as applicable, for any reason (including
the death of a Participant during an Option Period prior to an Exercise Date) or in the event the Participant ceases to qualify as an Eligible Employee, the Participant will cease to be a Participant, any Option held by the Participant under the
Plan will be canceled, the balance in the Participant’s Account will be returned to the Participant (or his or her estate or designated beneficiary in the event of the Participant’s death), without interest, as soon as administratively
practicable thereafter, and the Participant will have no further rights under the Plan.
 15. Equal Rights; Participant’s Rights Not Transferable

 All Participants granted Options in an offering under the Plan will have the same rights and privileges, consistent with the
requirements set forth in Section 423. Any Option granted under the Plan will be exercisable during the Participant’s lifetime only by him or her and may not be sold, pledged, assigned, or transferred in any manner. In the event any
Participant violates or attempts to violate the terms of this Section 15 , as determined by the Administrator in its sole discretion, any Options granted to the Participant under the Plan may be terminated by the Company
and, upon the return to the Participant of the balance of his or her Account, without interest, all of the Participant’s rights under the Plan will terminate.

 16. Change in Capitalization; Corporate Transaction

 (a) Change in Capitalization . In the event of a stock dividend, stock split or combination of shares (including a reverse
stock split), recapitalization or other change in the Company’s capital structure that constitutes an equity restructuring within the meaning of the Accounting Rules, the Administrator shall make appropriate adjustments to the aggregate number
and type of shares of stock available under the Plan, the number and type of shares of stock granted under any outstanding Options, the maximum number and type of shares of stock purchasable under any outstanding Option, and/or the Purchase Price
under any outstanding Option, in any case, in a manner that complies with Section 423.
 (b) Corporate
Transaction . In the event of a sale of all or substantially all of the Stock or a sale of all or substantially all of the assets of the Company, or a merger or similar transaction in which the Company is not the surviving corporation or that
results in the acquisition of the Company by another person, the Administrator may, in its discretion, (i) if the Company is merged with or acquired by another corporation, provide that each outstanding Option will be assumed or exchanged for a
substitute Option granted by the acquiror or successor corporation or by a parent or subsidiary of the acquiror or successor corporation; (ii) cancel each outstanding Option and return the balances in Participants’ Accounts to the
Participants; and/or (iii) pursuant to Section 18 of the Plan, terminate the Option Period on or before the date of the proposed sale, merger or similar transaction.

 -5-

 17. Administration

 The Plan will be administered by the Administrator. The Administrator has discretionary authority, subject only to the express provisions of
the Plan, to administer and interpret the Plan; to determine eligibility under the Plan; to prescribe forms, rules and procedures relating to the Plan; and to otherwise do all things necessary or desirable to carry out the purposes of the Plan.
Determinations of the Administrator made with respect to the Plan are conclusive and bind all persons.
 The Administrator may specify the
manner in which the Company and/or Employees are to provide notices and forms under the Plan, and may require that such notices and forms be submitted electronically.

 18. Amendment and Termination of Plan

 (a) Amendment . The Administrator reserves the right at any time or times to amend the Plan to any extent and in any manner
it may deem advisable; provided , however , that any amendment that would be treated as the adoption of a new plan for purposes of Section 423 will have no force or effect unless approved by the shareholders of the Company within
twelve (12) months before or after its adoption.
 (b) Termination . The Administrator reserves the right
at any time or times to suspend or terminate the Plan. In connection therewith, the Administrator may provide, in its sole discretion, either that outstanding Options will be exercisable on the Exercise Date for the applicable Option Period or on
such earlier date as the Administrator may specify (in which case such earlier date will be treated as the Exercise Date for the applicable Option Period), or that the balance of each Participant’s Account will be returned to the Participant,
without interest.
 19. Approvals

 Shareholder approval of the Plan will be obtained prior to the date that is twelve (12) months after the date of Board approval. In the
event that the Plan has not been approved by the shareholders of the Company prior to April 22, 2027, all Options to purchase shares of Stock under the Plan will be cancelled and become null and void.

 Notwithstanding anything herein to the contrary, the obligation of the Company to issue and deliver shares of Stock under the Plan will be
subject to the approval required of any governmental authority in connection with the authorization, issuance, sale or transfer of such shares of Stock and to any requirements of any national securities exchange applicable thereto, and to compliance
by the Company with other applicable legal requirements in effect from time to time.
 20. Participants’ Rights as Shareholders and Employees

 A Participant will have no rights or privileges as a shareholder of the Company and will not receive any dividends in respect of any
shares of Stock covered by an Option granted hereunder until such Option has been exercised, full payment has been made for such shares, and the shares have been issued to the Participant.

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 Nothing contained in the provisions of the Plan will be construed as giving to any Employee
the right to be retained in the employ of the Company or any Designated Subsidiary or as interfering with the right of the Company or any Designated Subsidiary to discharge, promote, demote or otherwise
 re-assign any Employee from one position to another within the Company or any Designated Subsidiary at any time.

 21. Restrictions on Transfer; Information Regarding Disqualifying Dispositions.

 (a) Restrictions on Transfer . Shares of Stock purchased under the Plan may, in the discretion of the Administrator, be
subject to a restriction prohibiting the transfer, sale, pledge or alienation or such shares of Stock by a Participant, other than by will or by the laws of descent and distribution, for such period following such purchase as may be determined by
the Administrator.
 (b) Disqualifying Dispositions . By electing to participate in the Plan, each Participant agrees
to provide such information about any transfer of Stock acquired under the Plan that occurs within two (2) years after the first day of the Option Period in which such Stock was acquired and within one (1) year after the day such Stock was
purchased as may be requested by the Company or any Designated Subsidiary in order to assist it in complying with applicable tax laws.
 22.
Miscellaneous
 (a) Waiver of Jury Trial . By electing to participate in the Plan, each Participant waives (or will
be deemed to have waived), to the maximum extent permitted under applicable law, any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan or with respect to any Option, or under any amendment,
waiver, consent, instrument, document or other agreement delivered or which in the future may be delivered in connection therewith, and agrees (or will be deemed to have agreed) that any such action, proceedings or counterclaim will be tried before
a court and not before a jury. By electing to participate in the Plan, each Participant certifies that no officer, representative, or attorney of the Company has represented, expressly or otherwise, that the Company would not, in the event of any
action, proceeding or counterclaim, seek to enforce the foregoing waivers. Notwithstanding anything to the contrary in the Plan, nothing herein is to be construed as limiting the ability of the Company and a Participant to agree to submit any
dispute arising under the terms of the Plan or in respect of any Option to binding arbitration or as limiting the ability of the Company to require any individual to agree to submit such disputes to binding arbitration as a condition of receiving an
Option hereunder.
 (b) Limitation of Liability . Notwithstanding anything to the contrary in the Plan, neither the
Company, nor any of its subsidiaries, nor the Administrator, nor any person acting on behalf of the Company, any of its subsidiaries, or the Administrator, will be liable to any Participant, to any permitted transferee, to the estate or beneficiary
of any Participant or any permitted transferee, or to any other person by reason of any acceleration of income, any additional tax, or any penalty, interest or other liability asserted by reason of the failure of the Plan or any Option to satisfy
the requirements of Section 423, or otherwise asserted with respect to the Plan or any Option.

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 (c) Unfunded Plan . The Company’s obligations under the Plan are
unfunded, and no Participant will have any right to specific assets of the Company in respect of any Option. Participants will be general unsecured creditors of the Company with respect to any amounts due or payable under the Plan.

 23. Establishment of Sub-Plans

 Notwithstanding the foregoing or any provision of the Plan to the contrary, consistent with the requirements of Section 423, the
Administrator may, in its sole discretion, amend the terms of the Plan, or an offering and/or provide for separate offerings under the Plan in order to, among other things, reflect the impact of local law outside of the United States as applied to
one or more Eligible Employees of a Designated Subsidiary and may, where appropriate, establish one or more sub-plans to reflect such amended provisions.

 24. Governing Law
 (a)
 Certain Requirements of Corporate Law . Options and shares of Stock will be granted, issued and administered consistent with the requirements of applicable Delaware law relating to the issuance of stock and the consideration to be
received therefor, and with the applicable requirements of the stock exchanges or other trading systems on which the Stock is listed or entered for trading, in each case as determined by the Administrator.

 (b) Other Matters . Except as otherwise provided by the express terms of a
 sub-plan described in Section 23 or as provided in Section 24(a) , the domestic substantive laws of the State of Delaware govern the provisions of the Plan
and of Options under the Plan and all claims or disputes arising out of or based upon the Plan or any Option or relating to the subject matter hereof or thereof without giving effect to any choice or conflict of laws provision or rule that would
cause the application of the domestic substantive laws of any other jurisdiction.
 (c) Jurisdiction . By electing to
participant in the Plan, each Participant agrees or will be deemed to have agreed to (i) submit irrevocably and unconditionally to the jurisdiction of the federal and state courts located within the geographic boundaries of the United States
District Court for the District of Massachusetts for the purpose of any suit, action or other proceeding arising out of or based upon the Plan or any Option; (ii) not commence any suit, action or other proceeding arising out of or based upon
the Plan or any Option, except in the federal and state courts located within the geographic boundaries of the United States District Court the District of Massachusetts; and (iii) waive, and not assert, by way of motion as a defense or
otherwise, in any such suit, action or proceeding, any claim that he or she is not subject personally to the jurisdiction of the above-named courts that his or her property is exempt or immune from attachment or execution, that the suit, action or
proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that the Plan or any Option or the subject matter thereof may not be enforced in or by such court.

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 25. Effective Date and Term

 The Plan will become effective upon adoption of the Plan by the Board and no rights will be granted hereunder after the earliest to occur of
(i) the Plan’s termination by the Company; (ii) the issuance of all shares of Stock available for issuance under the Plan; and (iii) the day before the ten- (10) year anniversary of
the date the Board approves the Plan.
 * * * *

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 EXHIBIT A

 Definition of Terms

 The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below:

 “ 401(k) Plan ”: A savings plan qualifying under Section 401(k) of the Code that is sponsored by the Company or one of
its Subsidiaries for the benefit of its employees.
 “ Account ”: A notional payroll deduction account maintained in the
Participant’s name on the books of the Company.
 “ Accounting Rules ”: Financial Accounting Standards Board
Accounting Standards Codification Topic 718, or any successor provision.
 “ Administrator ”: The Compensation
Committee of the Board, except that the Compensation Committee may delegate its authority under the Plan to a sub-committee comprised of one or more of its members, to members of the Board, or to officers or
employees of the Company to the extent permitted by applicable law. In each case, references herein to the Administrator refer, as applicable, to such persons or groups so delegated to the extent of such delegation.

 “ Board ”: The board of directors of the Company.

 “ Business Day ”: Any day on which the established national exchange or trading system (including the Nasdaq Global Stock
Market) on which the Stock is traded is available and open for trading.
 “ Code ”: The U.S. Internal Revenue Code of
1986, as from time to time amended and in effect, or any successor statute as from time to time in effect, including any applicable regulations and guidance thereunder.

 “ Company ”: Sarepta Therapeutics, Inc., a Delaware corporation.

 “ Designated Subsidiary ”: A Subsidiary of the Company that has been designated by the Board or the Compensation Committee of
the Board from time to time as eligible to participate in the Plan. For the avoidance of doubt, any Subsidiary of the Company, whether or not a Subsidiary on the Effective Date, shall be eligible to be designated as a Designated Subsidiary
hereunder.
 “ Effective Date ”: The date set forth in Section 25 of the Plan.

 “ Eligible Compensation ”: All base regular earnings and overtime pay, exclusive of commissions, incentive compensation,
incentive payments, bonuses, expense reimbursements, fringe benefits and other compensation. Eligible Compensation will not be reduced by any income or employment tax withholdings or any contributions by the Employee to a 401(k) Plan or a plan under
Section 125 of the Code, but will be reduced by any contributions made on the Employee’s behalf by the Company or any Subsidiary to any deferred compensation plan or welfare benefit program now or hereafter established.

 “ Eligible Employee ”: Any Employee who meets the eligibility requirements
set forth in Section 4 of the Plan.
 “ Employee ”: Any person who is employed by the Company or
a Designated Subsidiary. For the avoidance of doubt, independent contractors and consultants are not “Employees”.

 “ Exercise Date ”: The date set forth in Section 5 of the Plan or otherwise designated by the
Administrator with respect to a particular Option Period on which a Participant will be deemed to have exercised the Option granted to him or her for such Option Period.

 “ Fair Market Value ”:

 (i) If the Stock is readily traded on an established national exchange or trading system (including the Nasdaq Global Stock
Market), the closing price of a share of Stock as reported by the principal exchange on which such Stock is traded; provided , however , that if such day is not a trading day, Fair Market Value will mean the reported closing price of a
share of Stock for the immediately preceding day that is a trading day.
 (ii) If the Stock is not traded on an established
national exchange or trading system, the average of the bid and ask prices for shares of Stock where the bid and ask prices are quoted.

 (iii) If the Stock cannot be valued pursuant to clauses (i) or (ii), the value as determined in good faith by the Board in
its sole discretion.
 “ Maximum Share Limit ”: The meaning set forth in Section 10 of the Plan.

 “ Option ”: An option granted pursuant to the Plan entitling the holder to acquire shares of Stock upon payment of the
Purchase Price per share of Stock.
 “ Option Period ”: An offering period established in accordance with
 Section 5 of the Plan.
 “ Parent ”: A “parent corporation” as defined in
Section 424(e) of the Code.
 “ Participant ”: An Eligible Employee who elects to participate in an Option Period
under the Plan.
 “ Plan ”: The Sarepta Therapeutics, Inc. 2026 Employee Stock Purchase Plan, as from time to time amended
and in effect.
 “ Purchase Price ”: The price per share of Stock with respect to an Option Period determined in
accordance with Section 9 of the Plan.
 “ Section 423 ”: Section 423 of
the Code and the regulations thereunder.

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 “ Stock ”: Common stock of the Company, par value $0.0001 per share.

 “ Subsidiary ”: A “subsidiary corporation” as defined in Section 424(f) of the Code.

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