0001280600-15-000009 Sample Contracts

August 26, 2013 Matthew L. Sherman, M.D. Dear Matt:
Letter Agreement • March 2nd, 2015 • Acceleron Pharma Inc • Biological products, (no disgnostic substances) • Massachusetts

This letter agreement (“Agreement”) sets forth the terms and conditions of your employment with Acceleron Pharma Inc. (the “Company”), as amended and restated as of the date set forth above (the “Amendment Date”).

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RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 2nd, 2015 • Acceleron Pharma Inc • Biological products, (no disgnostic substances)

This agreement (the “Agreement”) evidences an award (the “Award”) of restricted stock units (the “Restricted Stock Units”) granted by Acceleron Pharma Inc. (the “Company”) to the undersigned (the “Participant”) pursuant and subject to the terms and conditions of the Acceleron Pharma Inc. 2013 Equity Incentive Plan (as amended from time to time, the “Plan”), which is incorporated herein by reference. Except as otherwise defined herein, all capitalized terms used herein have the same meaning as in the Plan.

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