X0306 4 2019-01-30 0 0001603756 Axonics Modulation Technologies, Inc. AXNX 0001359446 Ford Alfred J Jr 26 TECHNOLOGY DRIVE IRVINE CA 92618 0 1 0 0 Chief Commercial Officer Stock Option (Right to Buy) 14.19 2019-01-30 4 A 0 35555 0.00 A 2029-01-30 Common Stock 35555 35555 D Performance-Based Restricted Stock Units 0.00 2019-01-30 4 A 0 2667 0.00 A 2020-01-30 Common Stock 2667 2667 D Performance-Based Restricted Stock Units 0.00 2019-01-30 4 A 0 2667 0.00 A 2021-01-30 Common Stock 2667 2667 D The option becomes exercisable as follows: (i) 1/4 of the total number of shares of common stock underlying the option will vest on January 30, 2020 and (ii) 1/36 of the remaining shares of common stock underlying the option will vest monthly thereafter, such that the option will fully vest on January 30, 2023, provided the reporting person remains in continuous service on each vesting date. Each Performance-Based Restricted Stock Unit represents the contingent right to receive one share of common stock, subject to the Issuer's achievement of certain operational and performance objectives during the fiscal year ending December 31, 2019 and provided the reporting person remains in continuous service through January 30, 2020. The number of Performance-Based Restricted Stock Units represents the target number of Performance-Based Restricted Stock Units that were granted to the reporting person on the date of grant, each of which represents the contingent right to receive one share of common stock, subject to the conditions set forth in the award agreement. Per the terms of the award agreement governing the Performance-Based Restricted Stock Units, the number of Performance-Based Restricted Stock Units to which the reporting person may ultimately become entitled ranges from 0% to 200% of the target number of Performance-Based Restricted Stock Units granted, based upon the total shareholder return of the Issuer's common stock relative to its peer group index over a performance period consisting of the two fiscal years ending December 31, 2020, and provided the reporting person remains in continuous service through January 30, 2021. /s/ Michael V. Williamson, as Attorney-in-Fact for Alfred J. Ford, Jr. 2019-02-01