Separation Agreement, executed September 16, 2019, by and between the Company and Dr. Scott McMillan

Exhibit 10.3

September 16, 2019

Scott T. McMillan

109 Hayward Road

Acton, MA 01720

Re:        Separation from Employment

Dear Scott,

As we have discussed, the purpose of this letter agreement (“Agreement”) is to set forth our mutual understanding and agreement concerning the terms and conditions of your separation from employment with uniQure, Inc. (the “Company”), which generally are described in the Employment Agreement between you and the Company dated July 10, 2017 (the “Employment Agreement”). In consideration of the mutual promises set forth below, we have agreed as follows:

a.       the Company agrees to provide you with a lump sum severance payment equal to 100% of your annual base salary of Three Hunderd Ninety-One Thousdand Six Hundred Forty-Four Dollars ($391,644) less all applicable federal, state and local taxes and other withholdings (the "Separation Payment"). The Separation Payment will be made to you no later than thirty (30) days following the date you sign and deliver this Agreement to the Company and after the Revocation Period has expired without any notice of revocation by you. You will also receive an accelerated vesting of the Performance Share Units grant to you dated January 26, 2018 as provided in Section 6 below.

b.      Provided that you and your eligible dependents, if any, are participating in the Company’s group health, dental and vision plans on the termination date and elect on a timely basis to continue that participation in some or all of the offered plans through the federal law commonly known as “COBRA,” the Company will pay or reimburse you for your full COBRA premiums (i.e., employer and employee portion) until the earlier to occur of: (a) eighteen (18) months from the Separation Date, (b) the date you become eligible to enroll in the health, dental and/or vision plans of another employer, (c) the date you (and/or your eligible dependents, as applicable) are no longer eligible for COBRA coverage, or (d) the Company in good faith determines that payments under this paragraph would result in a discriminatory health plan pursuant to the Patient Protection and Affordable Care Act of 2010, as amended, and any guidance or regulations promulgated thereunder (collectively, “PPACA”). You agree to notify the Company promptly if you become eligible to enroll in the plans of another employer or if you or any of your dependents cease to be eligible to continue participation in the Company’s plans through COBRA.

(a)    You hereby irrevocably and unconditionally release, acquit and forever discharge the Company, its parent entities and corporations, subsidiaries (whether wholly or partially owned), divisions, affiliates, predecessors, successors and assigns, and its and their respective current and former partners, owners, agents, directors, officers, fiduciaries, employees, supervisors, managers, representatives, attorneys, insurers and reinsurers, and all persons and entities acting by, through, under or in concert with the Company or any of the aforementioned entities or individuals, in their personal and professional capacities (collectively the "Releasees"), from any and all claims, demands, and causes of action of whatever kind or nature, including without limitation, all claims, demands, and causes of action arising from your employment or separation from employment with the Company, that you or your heirs, executors, administrators, successors or assigns have, may have, or have at any time had, prior to the date you sign this Agreement against the Releasees, or any of them, whether arising under tort, contract, or other law and whether arising under state, federal, or other law including, but not limited to, Title VII of the Civil Rights Act of 1964 and as amended by the Civil Rights Act of 1991, 42 U.S.C. §§ 2000e, et seq.; the Americans with Disabilities Act, 42 U.S.C. §§ 12101, et seq, as amended; the Age Discrimination in Employment Act (including, without limitation, the Older Workers' Benefit Protection Act), 29 U.S.C. §§ 623, et seq.; the National Labor Relations Act, as amended, 29 U.S.C., § 151 et seq.; the Occupational Safety and Health Act, as amended; the Immigration Reform Control Act, as amended; § 503 of the Rehabilitation Act of 1973, 29 U.S.C. §§ 701, et seq.; the Civil Rights Act of 1866, 42 U.S.C. § 1981; except as otherwise provided herein the Consolidated Omnibus Budget Reconciliation Act of 1985, 42 U.S.C. § 1395(c); Executive Order 11246; the Employee Retirement Income Security Act, 29 U.S.C. §§ 1132 (a)(l)(B), et seq.; the federal Workers Adjustment and Retraining Notification Act, 29 U.S.C. §§ 2101 et seq.; Sarbanes- Oxley Act of 2002, Public Law 107-204, including whistleblowing claims under 18 U.S.C. §§ 1514A and 1513(e); the Family and Medical Leave Act, 29 U.S.C. §§ 2601 et seq; all claims arising out of the claims under the MA Fair Employment Practices Act, M.G.L. c. 151B, the MA Wage and Hour laws, M.G.L. c. 149, et. al., M.G.L. c. 93, and all other claims and rights under any other federal, state, and local statutory and common law, including but not limited to public policy, contract and tort and any and all claims arising from any injuries or damages suffered by you, for attorney's fees, costs, non- payment, or any other claim or damage you could assert against the Company and/or the Releasees. For the avoidance of doubt, this release includes any claims under the under the Massachusetts Wage Act and State Overtime Laws, including without limitation G.L. c. 149 § 148, 150 et seq. and G.L. c. 151 § lA et seq. You promise not to sue any of the Releasees on any of these released claims.

(b)    You represent and warrant to the Company that no portion of any claim, demand, cause of action, or other matter released by you herein, nor any portion of any recovery or settlement to which you might be entitled from any Releasee, has been assigned or transferred to any other person or entity, either directly or by way of subrogation or operation of law.

(c)    You acknowledge that you have been granted by the Company all requested paid and/or unpaid leave to which you may have been entitled. You represent that you are not aware of any facts that would support a claim by you against any of the Releasees for any violation of the Family and Medical Leave Act. You further acknowledge that you have been properly paid for all time worked and are unaware of any facts that would support a claim by you against any of the Releasees for any claim of unpaid wages or overtime or any other violation of the Fair Labor Standards Act or state wage and hour law.

Notwithstanding the above, this Release does not include and shall not preclude (a) any rights to any vested benefits or vested rights under employee benefit plans under the Employee Retirement Income Security Act (29 U.S.C. § 1001 et seq.), as amended; (b) any claims arising from a breach of this Agreement or rights to enforce this Agreement; (c) any action or proceeding against the Company for acts, incidents, occurrences, or inactions occurring after the execution of this Agreement and (d) any rights to indemnification that exist as of the Separation Date by the Company and/or the Company’s insurers from any claims against you by any third party involving your employment with the Company.

(i)   that you have twenty-one (21) days to consider this Agreement and General Release;

(ii)  any modifications to this Agreement, whether material or immaterial, will not restart the twenty-one (21) day consideration period;

(iii)   to consult with an attorney prior to executing this Agreement and General Release;

(iv)   by signing this Agreement and General Release you will give up important legal rights, including the right to sue the Company;

(v)  this Agreement and General Release does not release any claims that arise after the execution of this Agreement and General Release; and

(vi)   for a period of seven (7) days after executing this Agreement and General Release, you may revoke this Agreement and General Release by providing written notice of said revocation to me at the address of the Company set forth above, and this Agreement and General Release shall not become effective or enforceable until said seven-day period has expired without your revocation.

In the event that you execute this Agreement and General Release prior to the expiration of the twenty-one (21) day period during which you may consider it, you represent and acknowledge that you have done so voluntarily and of your own free will without any coercion or compulsion of any nature by the Company or anyone associated with the Company.

EXHIBIT 1

Confidentiality, Developments, and Restrictive Covenants Agreement