TOCA Tocagen Inc

(e)

Executive Officer Base Salary

On May 25, 2017, the Compensation Committee (the “ Committee ”) of our Board of Directors (the “ Board ”) approved increases in base salary for our executive officers (other than for Martin J. Duvall, our Chief Executive Officer) and, on May 26, 2017, the Board, based on the recommendation of the Committee, approved an increase in base salary for Mr. Duvall. The increases in base salary are effective as of June 5, 2017. The following table sets forth the increased base salaries for our named executive officers and Mark Foletta, our Chief Financial Officer and principal financial officer:

2017 Bonus Plan

On May 25, 2017, the Committee approved our 2017 bonus plan (the “ 2017 Bonus Plan ”); provided , that Mr. Duvall’s target bonus opportunity under the 2017 Bonus Plan was approved by the Board, based on the recommendation of the Committee, on May 26, 2017. Under the 2017 Bonus Plan, our executive officers are provided with the opportunity to earn bonus payments calculated based upon the achievement of specified corporate and individual goals, with each executive officer being assigned a corporate and individual goal weighting. Under the 2017 Bonus Plan, each employee is assigned a target bonus opportunity, which is reflected as a percentage of that individual’s 2017 base salary and is based on the individual’s role and title in the company.

Under the 2017 Bonus Plan, the target bonus opportunity as a percentage of 2017 base salary and corporate and individual goal weighting for each of our named executive officers and Mr. Foletta is as follows:

The corporate goals under the 2017 Bonus Plan consist of clinical development goals, operational goals, strategic goals and financial goals.

The foregoing is only a summary of the material terms of the 2017 Bonus Plan, and does not purport to be complete and is qualified in its entirety by reference to the full text of the 2017 Bonus Plan, which will be filed with the Securities and Exchange Commission as an exhibit to our Quarterly Report on Form 10-Q for the quarterly period ending June 30, 2017.

Stock Option Grants

On May 25, 2017, the Committee approved the grant of additional stock options to our executive officers (other than for Mr. Duvall), contingent and effective upon the Board’s approval of Mr. Duvall’s increased base salary, target bonus opportunity under the 2017 Bonus Plan and additional stock option grant and, on May 26, 2017, the Board, based on the recommendation of the Committee, approved the grant of an additional stock option to Mr. Duvall (and, as described above, approved Mr. Duvall’s increased base salary and target bonus opportunity under

the 2017 Bonus Plan). The following table sets forth the number of shares underlying the stock option grants to our named executive officers and Mr. Foletta:

The stock options described above were granted under our 2017 Equity Incentive Plan and have a per share exercise price equal to $16.32, the closing price of our common stock as reported on The NASDAQ Global Select Market on May 26, 2017. Each option is subject to a four-year vesting schedule, with 25% vesting one year after the vesting commencement date and the balance vesting monthly over the remaining 36 months, subject to the respective optionholder’s continued service with us. The options for Mr. Duvall, Dr. Gruber and Mr. Foletta provide for full acceleration of all of the shares subject to the option in the event of a change in control. The option for Dr. Das provides for vesting acceleration of up to 25% of the shares subject to the option in the event of a change in control. Each option provides for vesting acceleration of up to 25% of the shares subject to the option in the event of the respective optionholder’s death or disability.