0001400482-16-000127 Sample Contracts

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2016 • Acucela Inc. • Pharmaceutical preparations

This Amendment to Employment Agreement (this “Amendment”) is effective as of July 13, 2015, by and between John Gebhart (the “Executive”) and Acucela Inc. (the “Company”).

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STOCK OPTION AGREEMENT
Stock Option Agreement • March 11th, 2016 • Acucela Inc. • Pharmaceutical preparations • Washington

You have been granted an Option by Acucela Inc. (the "Company") under the 2014 Equity Incentive Plan (the "Plan") to purchase Shares (the "Option"), subject to the terms and conditions of the Plan, the Notice of Stock Option Grant (the "Notice") and this Stock Option Agreement (the "Agreement"). Unless otherwise defined in this Agreement or the Notice, any capitalized terms used herein will have the meaning ascribed to them in Plan.

RESTRICTED STOCK UNIT AGREEMENT
Restricted Stock Unit Agreement • March 11th, 2016 • Acucela Inc. • Pharmaceutical preparations • Washington

You have been granted Restricted Stock Units ("RSUs") subject to the terms, restrictions and conditions of the Plan, the Notice of Restricted Stock Unit Award (the "Notice") and this Agreement, including any applicable country specific provisions in the appendix for your country (the "Appendix").

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • March 11th, 2016 • Acucela Inc. • Pharmaceutical preparations

This Amendment to Employment Agreement (this “Amendment”) is effective as of July 13, 2015, by and between Ted Danse (the “Executive”) and Acucela Inc. (the “Company”).

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