December 14, 2018
We are very excited to offer you the position of Chief Financial Officer where you will play an essential role in building Generation Bios foundation and long-term business and scientific success. Below are the terms of employment for your review and execution. If these terms are acceptable, please sign and return a copy to us on or before December 14, 2018.
Position: Your position with Generation Bio (the Company) will be as Chief Financial Officer where you will be reporting to the CEO, currently Geoff McDonough. This is a full-time position with a principal workplace at Generation Bios headquarters in Cambridge, Massachusetts. In this role you will be responsible for the development and execution of the financial strategy and operations that support Generation Bios business plans, including the Finance, Accounting and Internal Audit functions. You agree to devote substantially all business time, best efforts, skill, knowledge, attention and energies to the advancement of the Companys business and interests and to the performance of your duties and responsibilities as an employee and officer of the Company, and shall not engage in any other employment, consulting or other business activity without the prior written consent of the Company. You may however continue to sit on the board of AC Immune and other boards with the CEOs prior written approval.
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Start Date: Your employment will begin on February 21, 2019 (the Start Date) or earlier if mutually agreed.
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Salary: Generation Bio will pay you an annual Base Salary of $ 375,000.00, payable in accordance with Generation Bios standard payroll schedule and subject to applicable deductions and withholdings. This salary will be subject to periodic review and adjustments at Generation Bios discretion. Because this is an exempt position, you will not be eligible for any overtime pay.
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Bonus: During the term of your employment with Generation Bio, you will be eligible for an annual incentive bonus (Bonus) for each fiscal year of your employment with Generation Bio. The amount, terms and conditions of such bonus are to be determined at the sole discretion of the Board of Directors of Generation Bio (the Board), and such terms may be changed and conditions may be changed at any time with or without notice to you. Your target annual Bonus shall be 35% of your annual salary. Your actual Bonus percentage is discretionary and will be subject to Generation Bios assessment of your performance as well as the performance of Generation Bio during the applicable fiscal year. Any Bonus payable for the year in which you begin working for the Company shall be prorated based on your Start Date. Payment of the Bonus shall be contingent upon you being employed by Generation Bio as of the last day of the fiscal year in which it was earned. The Bonus, if any, shall be paid on or before March 15th of the calendar year following the fiscal year for which such Bonus is earned.
| || agreeable general release of all claims that you may have against the Company or persons affiliated with the Company (the Separation Agreement). Notwithstanding the foregoing, no term of this offer letter or the Separation Agreement shall impact or affect, in any way, your rights with respect to, and the Separation Agreement shall not include a waiver or release of any claims related to: (x) any vested benefits or your status as a shareholder or equity holder of the Company or any rights you have under the terms of any Grant Document or any other equity award or agreement between you and the Company, including any claims with respect to any Options or other equity owned or held by you at the time your employment is terminated, or (y) any rights to indemnification and defense from the Company, pursuant to any applicable governing documents of the Company, any insurance policy providing directors and officers coverage or any applicable written agreement between you and the Company, rights under ERISA or rights which, as a matter of law, cannot be waived. The Separation Agreement must be in substantially the form reasonably prescribed by the Company and must be executed and become enforceable and irrevocable within the time prescribed by the Company, which shall be consistent with applicable law (the Prescribed Deadline). If the Separation Agreement is not executed and has not become enforceable and irrevocable by the Prescribed Deadline, you shall be entitled to the Accrued Obligations only and no other severance payments or benefits. The continued salary provided under Section 6(b)(ii) below shall be paid in accordance with the Companys normal payroll practices and shall commence on the next payroll date falling after the date the Separation Agreement becomes enforceable and irrevocable. The Separation Agreement will not contain additional restrictive covenant agreements beyond those set forth in the accompanying Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement. |
The severance benefits for which you are eligible in the event of an Involuntary Termination, subject to the foregoing, are as follows:
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The Company shall continue to pay you your Base Salary as in effect on your last day of employment for a period of six (6) months;
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If you are participating in the Companys group health plan immediately prior to your last day of employment and you elect COBRA health and dental continuation, then the Company will continue to pay you a monthly cash payment for a period of six months following your last day of employment, in an amount equal to the monthly employer contribution that the Company would have made to provide health and dental insurance to you and your eligible dependents if you had remained employed by the Company; provided, however, that such Company-paid premiums will be reported as additional income pursuant to Section 6041 of the Code and not entitled to any tax qualified treatment to the extent necessary to comply with or avoid the discriminatory treatment prohibited by the Patient Protection and Affordable Care Act of 2010 and the Health Care and Education Reconciliation Act of 2010 or Section 105(h) of the Code; and
A Resignation for Good Reason will not be deemed to have occurred unless you give the Company written notice of the condition within thirty (30) days after the condition comes into existence and the Company fails to remedy the condition within thirty (30) days after receiving your written notice.
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Separation means a separation from service, as defined in the regulations under Section 409A of the Code.
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Termination Without Cause means a Separation as a result of a termination of your employment by the Company without Cause, provided you are willing and able to continue performing services within the meaning of Treasury Regulation l.409A-1(n)(l).
We are excited about welcoming you to the Generation Bio team. We are eager to add your talent and energy to building a company capable of transforming patients lives around the world. This offer is valid for five business days from the date of this letter; we look forward to receiving a response from you acknowledging, by signing below, that you have accepted this offer of employment.
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|Very truly yours,|
|Generation Bio Co.|
|By: || ||/s/ Geoff McDonough|
|Name: || ||Geoff McDonough, M.D.|
|Title: || ||Chief Executive Officer|
|I have read and accept this employment offer|
|/s/ Tom Graney|
Name: Tom Graney
Dated: December 14, 2018