OMER Omeros Corporation

Amendment and Restatement of 2017 Omnibus Incentive Compensation Plan

Omeros Corporation (“Omeros” or the “Company”) held its 2019 Annual Meeting of Shareholders on June 7, 2019 (the “Annual Meeting”). Shareholders voting at the Annual Meeting approved a proposal to amend and restate the Omeros Corporation 2017 Omnibus Incentive Compensation Plan (the “Plan”), by the vote set forth under Item 5.07 below.

Under the amended and restated Plan (the “Amended Plan”), the aggregate number of shares authorized for issuance was increased by 5,000,000 shares to a total of 8,600,000 shares. The Amended Plan also includes additional limits on the recycling of shares, clarifies that Omeros may not repurchase outstanding options or stock appreciation rights without obtaining shareholder approval, and provides that any cash dividends accrued on any outstanding shares of restricted stock issued under the Amended Plan shall not be paid unless and until such shares have become vested. The Amended Plan contains certain other administrative changes, including the removal of provisions that no longer apply due to the elimination, as part of the Tax Cuts and Jobs Act of 2017, of the exception for performance-based compensation from the deductibility limitation in Section 162(m) under the Internal Revenue Code.

The foregoing description of the Amended Plan is qualified in its entirety by reference to the description of the Amended Plan set forth in Omeros’ definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2019 and the text of the Amended Plan, a copy of which is included herewith as Exhibit 10.1 and is incorporated herein by reference.

Executive Officers

On June 10, 2019 Marcia S. Kelbon stepped down from her positions as the Company’s Vice President, Patents, General Counsel and Secretary as part of a planned transition to retirement after eighteen years with Omeros. Ms. Kelbon will continue her role of Vice President, Legal Affairs at Omeros until her retirement, planned for near year-end 2019.

Peter B. Cancelmo was appointed as the Company’s Vice President, General Counsel and Corporate Secretary, also effective June 10, 2019. Mr. Cancelmo joined Omeros in January 2019 as Deputy General Counsel, Corporate Governance and Securities. Prior to joining the Company, Mr. Cancelmo was a principal and shareholder with Garvey Schubert Barer, P.C., where he represented clients in the life sciences and other technology industries in mergers, acquisitions, strategic alliances, public and private securities offerings, and a range of other corporate, commercial and financial transactions. He served as chair of the firm’s business practice group from 2016 until his departure in December 2018. Before Garvey Schubert Barer, Mr. Cancelmo practiced corporate and transactional law at Davies, Ward, Phillips and Vineberg LLP, in New York, and Choate, Hall & Stewart LLP, in Boston. Mr. Cancelmo received his J.D. from Boston University and his B.A. from Saint Michael’s College.