Exhibit 10.1

VIRIDIAN THERAPEUTICS, INC.

EMPLOYMENT AGREEMENT

This EMPLOYMENT AGREEMENT (the “Agreement”), dated as of December 29, 2022 (the “Effective Date”), is by and between Viridian Therapeutics, Inc., a Delaware corporation, located at 221 Crescent Street, Suite 401, Waltham, MA 02453 (the “Company”), and Scott Myers, an individual residing at 160 Waverly Way, Kirkland, WA 98033 (“Executive”). (Executive and the Company collectively the “Parties” and each of the Parties referred to individually as a “Party”).

WHEREAS, the Company desires to employ Executive in the capacity of President and Chief Executive Officer, pursuant to the terms of this Agreement and, in connection therewith, to compensate Executive for Executive’s personal services to the Company; and

WHEREAS, Executive wishes to be employed by the Company and provide personal services to the Company in return for certain compensation under the terms set forth herein.

NOW, THEREFORE, in consideration of the promises and mutual undertakings, obligations, and covenants contained herein and for other good and valuable consideration, the Company and Executive hereby agree as follows:

1. At-Will Employment. The Company and Executive acknowledge that either party has the right to terminate Executive’s employment with the Company at any time for any reason whatsoever, with or without Cause, subject to the provisions of Sections 7 and 8 herein. This at-will employment relationship cannot be changed except in a writing signed by both Executive and the Board of Directors of the Company (the “Board”) or a duly authorized committee thereof, if applicable, including the Compensation Committee of the Board. Any rights of Executive to payments or other benefits from the Company upon any such termination of employment shall be governed by Section 8 of this Agreement.

2. Position. Subject to the terms set forth herein, the Company agrees to employ Executive in the exempt position of President and Chief Executive Officer, and Executive hereby accepts such employment, which will commence on or about February 6, 2023 (“Starting Date”). Executive’s duties under this Agreement shall be to serve as the President and Chief Executive Officer with the responsibilities, rights, authority and duties pertaining to such offices as are established from time to time by the Board, and Executive shall report to the Board. The Board shall appoint Executive to serve on the Board from the Starting Date until the next annual meeting of the Company’s Board, and shall nominate him for election to serve as a Director at each annual meeting and thereafter while Executive is providing services to the Company pursuant to the terms of this Agreement (the “Term”) and shall not take any action to remove him from the Board during the Term, unless the Board determines that Executive has engaged in conduct constituting Cause.

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3. Commitment. Executive will devote all of his business time and best efforts to the performance of his duties hereunder; provided, however, that Executive shall be allowed, to the extent that such activities do not interfere with the performance of his duties and responsibilities hereunder and do not conflict with the financial, fiduciary or other interests of the Company, as determined in the sole discretion of the Board, to (i) manage his passive personal investments and to serve on corporate, civic, charitable and industry boards or committees and (ii) continue to serve on the boards of directors disclosed to the Board by Executive as of the Effective Date (the “Permitted Boards”). Executive hereby represents that he does not, as of the Effective Date, serve on any boards or committees other than the Permitted Boards. Notwithstanding the foregoing, Executive agrees that he shall only serve on other for-profit boards of directors or for-profit advisory committees if such service is approved in advance in the sole discretion of the Board (or Audit Committee of the Board).

4. Company Policies and Benefits. The employment relationship between the parties shall also be subject to the Company’s personnel policies and procedures made available to Executive as of the Starting Date, as they may be interpreted, adopted, revised or deleted from time to time in the Company’s sole discretion. Subject to applicable eligibility requirements, Executive shall be entitled to participate in all benefit plans and arrangements and fringe benefits and programs that may be provided to senior executives of the Company from time to time, subject to plan terms and generally applicable Company policies. The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion. Notwithstanding the foregoing, in the event that the terms of this Agreement differ from or are in conflict with the Company’s general employment policies or practices, this Agreement shall control.

5. Compensation.

(a) Base Salary. During Executive’s employment with the Company, the Company shall pay Executive a base salary at the annual rate of $725,000 less payroll deductions and withholdings, which shall be payable in accordance with the standard payroll practices of the Company, pursuant to which Executive will be compensated on a semi-monthly basis. Executive’s base salary shall be subject to periodic review and adjustment by the Board from time to time in the sole discretion of the Board.

(b) Annual Performance Bonus. Executive shall be eligible for a discretionary annual cash bonus equal to up to 60% of Executive’s then current base salary (the “Target Amount”), payable subject to standard payroll withholding requirements, if applicable. Whether or not Executive is awarded any bonus will be dependent upon (a) Executive’s continuous performance of services to the Company through the end of the applicable performance period and (b) the actual achievement by Executive and the Company of the applicable performance targets and goals set by the Board in its sole discretion. The annual period over which performance is measured for purposes of this bonus is January 1 through December 31. The Board will determine in its sole discretion the extent to which Executive and the Company have achieved the performance goals upon which the bonus is based and the amount of any such bonus, which could be above or below the Target Amount (and may be zero). Any bonus shall be subject to the terms of any applicable incentive compensation plan adopted by the Company that are not inconsistent with this Agreement. Any bonus, if awarded, will be paid to Executive within the time period set forth in any applicable incentive compensation plan, but, in any event, within two and one-half months following the end of the annual performance period during which the bonus is earned. For avoidance of doubt, the annual performance bonus relating to the 2023 calendar year shall not be prorated or otherwise reduced as a result of the fact that Executive’s Starting Date was after January 1, 2023.

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(c) Location; Travel; Related Expenses. Executive shall perform his duties under this Agreement principally remotely from his home office in Kirkland, Washington or such other location as may be determined by the Executive following good faith consultations with the Board. The Company shall reimburse the Executive for (i) all reasonable travel expenses incurred by the Executive in connection with his business travel and (ii) reasonable expenses directly related to securing accommodations in the Greater Boston Area for Executive and his family. The amounts to be reimbursed by the Company pursuant to the preceding sentence shall be mutually agreed between Executive and the Chairperson of the Compensation Committee of the Board as of the Starting Date. The reimbursements described in this Section 5(c) shall be referred to herein as the “Massachusetts Expenses”.

(d) Equity Award. Subject to the approval of the Board, or a committee thereof, Executive may be eligible to receive a sign-on award to acquire 1,250,000 shares of common stock of the Company (the “Initial Equity Award”) pursuant to the terms of the Company’s Amended and Restated 2016 Equity Incentive Plan (the “Plan”) with 1,000,000 of such shares subject to an option (the “Option”) and 250,000 of such shares subject to an award of restricted stock units (the “RSU Award”). The exercise price per share of the Option shall be equal to the fair market value of the Company’s common stock on the date of grant. Twenty-five percent (25%) of the shares subject to each of the Option and RSU Award will vest on the one-year anniversary of the Starting Date and the remaining shares under each of the Option and the RSU Award will vest in equal monthly installments over the thirty-six (36) months following such one-year anniversary, subject to Executive’s continuous employment with the Company on such vesting dates. The complete vesting schedule and all terms, conditions, and limitations of the Option and the RSU Award will be set forth in a stock option grant notice, restricted stock unit grant notice, the Company’s standard stock option agreement, the Company’s standard restricted stock unit agreement and the Plan. Executive agrees to execute the Company’s standard agreements to memorialize this grant. In the event of a conflict between this Agreement and any of these documents, this Agreement shall control.

(e) Annual Equity Award. Each calendar year, Executive shall be eligible to receive an annual equity award during the Company’s annual grant cycle beginning in 2023 with a grant date fair value determined by the Committee to be appropriate after reviewing and considering, among other factors, amounts of equity granted to the CEOs of the Company’s peer companies (the “Annual Equity Award”).

(f) Reimbursement of Expenses. In addition to the Massachusetts Expenses, the Company will promptly reimburse Executive for expenses he reasonably incurs in connection with the performance of his duties (including business travel (in addition to the Massachusetts Expenses) and entertainment expenses), in accordance with Company’s standard expense reimbursement policy, as the same may be modified by Company from time to time; provided, however, that Executive has provided Company with documentation of such expenses in accordance with the Company’s expense reimbursement policies and applicable tax requirements.

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For the avoidance of doubt, to the extent that any reimbursements (including the Massachusetts Expenses) payable to Executive are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”): (a) any such reimbursements will be paid no later than December 31 of the year following the year in which the expense was incurred, (b) the amount of expenses reimbursed in one year will not affect the amount eligible for reimbursement in any subsequent year, and (c) the right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit.

6. Invention Assignment, Non-Disclosure and Business Protection Agreement In connection with Executive’s employment with the Company, Executive will receive and have access to the Company’s confidential information and trade secrets. Accordingly, and in consideration of the benefits that Executive is eligible to receive under this Agreement, Executive agrees to execute and abide by the Invention Assignment, Non-Disclosure and Business Protection Agreement attached as Exhibit A (the “Confidential Information Agreement”), which contains restrictive covenants and prohibits unauthorized use or disclosure of the Company’s confidential information and trade secrets, among other obligations. The Confidential Information Agreement contains provisions that are intended by the parties to survive and do survive termination of this Agreement and may be amended by the parties from time to time without regard to this Agreement. You will also be required (a) to electronically complete a satisfactory USCIS Form I-9 verification and provide sufficient documentation when you start work that establishes your employment eligibility in the United States of America as required by law; (b) to provide satisfactory proof of your identity as required by law; (c) to complete a satisfactory background check; and (d) to complete a satisfactory reference check, if the Company deems necessary.

7. Termination.

(a) Termination. The employment of Executive under this Agreement shall terminate upon the earliest to occur of any of the following events:

(i) the death of Executive;

(ii) the termination of Executive’s employment by the Company due to Executive’s Disability pursuant to Section 7(b) hereof;

(iii) the termination of Executive’s employment by Executive other than for Good Reason (as hereinafter defined);

(iv) the termination of Executive’s employment by the Company without Cause;

(v) the termination of Executive’s employment by the Company for Cause pursuant to Section 7(c) after providing the Notice of Termination for Cause pursuant to Section 7(d);

(vi) the termination by Executive of Executive’s employment for Good Reason (as hereinafter defined) pursuant to Section 7(e); or

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(vii) the termination of Executive’s employment upon mutual agreement in writing between the Company and Executive.

(b) Disability. For purposes of this Agreement, “Disability” means the inability of Executive to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that has lasted or can be expected to last for a continuous period of not less than twelve (12) months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and will be determined by the Board on the basis of such medical evidence as the Board deems warranted under the circumstances. A termination of Executive’s employment for Disability shall be communicated to Executive by written notice and shall be effective on the 10th day after sending such notice to Executive (the “Disability Effective Date”) unless Executive returns to performance of Executive’s duties before the Disability Effective Date.

(c) Cause. For purposes of this Agreement, the term “Cause” shall mean (i) Executive’s commission of any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof; (ii) Executive’s commission or attempted commission of, or participation in, a fraud or act of dishonesty against the Company that is materially injurious to the Company; (iii) Executive’s intentional, material violation of any contract or agreement between Executive and the Company or any statutory duty Executive owes to the Company that is injurious to the Company; (iv) Executive’s unauthorized use or disclosure of the Company’s confidential information or trade secrets, (including, but not limited to, any use or disclosure constituting a breach of Executive’s obligations under the Confidential Information Agreement); or (v) Executive’s gross misconduct; provided, however, that the action or conduct described in clauses (iii) and (v) above will constitute “Cause” only if such action or conduct continues after the Company has provided Executive with written notice thereof and thirty (30) days to cure the same. The determination that a termination of Executive’s continuous service is either for Cause or without Cause will be made by the Board, in its sole discretion.

(d) Notice of Termination for Cause. Notice of Termination for Cause shall mean a notice to Executive that shall indicate the specific termination provision in Section 7(c) relied upon and shall set forth in reasonable detail the facts and circumstances which provide a basis for Termination for Cause.

(e) Termination by Executive for Good Reason. Executive may terminate Executive’s employment with the Company by resigning from employment with the Company for Good Reason. The term “Good Reason” shall mean the occurrence, without Executive’s consent, of any one or more of the following: (i) a reduction in Executive’s base salary; (ii) a material reduction in Executive’s authority, duties or responsibilities;; or (iii) material breach by the Company of any material provision of this Agreement.

No resignation for Good Reason shall be effective unless (1) Executive provides written notice, within thirty (30) days after the first occurrence of the event giving rise to Good Reason, to the Chairman of the Board setting forth in reasonable detail the material facts constituting Good Reason and the reasonable steps Executive believes necessary to cure, (2) the Company has had thirty (30) business days from the date of such notice to cure any such occurrence otherwise constituting Good Reason, and (3) if such event is not reasonably cured within such period,

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Executive must resign from all positions Executive then holds with the Company (including any position as a member of the Board) effective not later than fifteen (15) days after the expiration of the cure period. Further, no resignation for Good Reason shall be effective if prior to Executive’s written notice of resignation for Good Reason the Company first provided Executive notice of its intent to terminate Executive’s employment.

8. Consequences of Termination of Employment.

(a) General. If Executive’s employment is terminated for any reason or no reason, the Company shall pay to Executive or to Executive’s legal representatives, if applicable: (i) any base salary earned, but unpaid; and, (ii) any unreimbursed business expenses payable pursuant to Section 5 hereof and any other payments or benefits required by applicable law (collectively the “Accrued Amounts”), which amounts shall be promptly paid in a lump sum to Executive, or in the case of Executive’s death to Executive’s estate. Other than the Accrued Amounts, Executive or Executive’s legal representatives shall not be entitled to any additional compensation or benefits if Executive’s employment is terminated for any reason other than by reason of Executive’s Involuntary Termination (as defined in Section 8(b) below). If Executive’s employment terminates due to an Involuntary Termination, Executive will be eligible to receive the additional compensation and benefits described in Section 8(b) and 8(c), as applicable.

(b) Involuntary Termination. If (i) Executive’s employment with the Company is terminated by the Company without Cause (and other than as a result of Executive’s death or Disability) or (ii) Executive terminates employment for Good Reason, and provided in any case such termination constitutes a “separation from service”, as defined under Treasury Regulation Section 1.409A-1(h) (a “Separation from Service”) (such termination described in (i) or (ii), an “Involuntary Termination”), in addition to the Accrued Amounts, Executive shall be entitled to receive the severance benefits described below in this Section 8(b), subject in all events to Executive’s compliance with Section 8(d) below:

(i) Executive shall receive continued payment of Executive’s Base Salary (as defined below) for eighteen (18) months after the date of such termination (the “Severance Period”), paid over the Company’s regular payroll schedule.

(ii) The Equity Award shall immediately vest the equivalent of eighteen (18) months as measured from the date of Executive’s Involuntary Termination.

(iii) Executive shall receive a pro-rated annual bonus at the greater of actual or Target level of performance.

(iv) If Executive is eligible for and timely elects to continue the health insurance coverage under the Company’s group health plans under the Consolidated Omnibus Budget Reconciliation Act of 1985 or the state equivalent (“COBRA”) following Executive’s termination date, the Company will pay the COBRA group health insurance premiums for Executive and Executive’s eligible dependents until the earliest of (A) the close of the Severance Period, or (B) the expiration of Executive’s eligibility for the continuation coverage under COBRA, or (C) the date when Executive becomes covered by substantially equivalent health insurance coverage in connection with new employment or self-employment. For purposes of this

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Section 8(b)(iii), references to COBRA premiums shall not include any amounts payable by Executive under a Section 125 health care reimbursement plan under the Code. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that it cannot pay the COBRA premiums without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then regardless of whether Executive elects continued health coverage under COBRA, and in lieu of providing the COBRA premiums, the Company will instead pay Executive on the last day of each remaining month of the Severance Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, the “Health Care Benefit Payment”). The Health Care Benefit Payment shall be paid in monthly installments on the same schedule that the COBRA premiums would otherwise have been paid and shall be equal to the amount that the Company would have otherwise paid for COBRA premiums and shall be paid until the earlier of (i) the close of the Severance Period; (ii) the expiration of your eligibility for continuation cover-age under COBRA, or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment.

(c) Involuntary Termination in Connection with a Change in Control. In the event that Executive’s Involuntary Termination occurs during the one (1) month period prior to, on or within the eighteen (18) months following the consummation of a Change in Control (as defined below) and subject in all events to Executive’s compliance with Section 8(d) below, then Executive shall be entitled to the benefits provided above in Section 8(b), except that the Severance Period shall be eighteen (18) months and all outstanding equity awards shall accelerate in full such that all such equity awards shall be deemed fully vested as of the date of Executive’s Involuntary Termination.

For the avoidance of doubt, in no event shall Executive be entitled to benefits under both Section 8(b) and this Section 8(c). If Executive is eligible for benefits under both Section 8(b) and this Section 8(c), Executive shall receive the benefits set forth in this Section 8(c) and such benefits will be reduced by any benefits previously provided to Executive under Section 8(b).

(d) Conditions and Timing for Severance Benefits. The severance benefits set forth in Section 8(b) and Section 8(c) above are expressly conditioned upon: (i) Executive continuing to comply with Executive’s obligations under this Agreement and under the Confidential Information Agreement; and (ii) Executive signing, not revoking and complying with a separation agreement in a form provided by the Company, containing a general release of legal claims, as well as other terms such as return of Company property, non-disparagement and confidentiality (the “Release”) within the applicable deadline set forth therein and permitting the Release to become effective in accordance with its terms, which must occur no later than the Release Deadline (as defined in Section 12 below). The salary continuation payments described in Section 8(b) will be paid in substantially equal installments on the Company’s regular payroll schedule and subject to standard deductions and withholdings over the Severance Period following termination; provided, however, that no payments will be made prior to the effectiveness of the Release. Within seven (7) business days of the effective date of the Release, the Company will pay Executive the first payment, which will be the salary continuation payments that Executive would have received on or prior to such date in a lump sum under the original schedule but for the delay while waiting for the effectiveness of the Release, with the balance of the payments being paid as originally scheduled. All severance benefits described in this Section 8 will be subject to all applicable standard required deductions and withholdings.

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(e) Definitions.

(i) “Base Salary” means Executive’s annual base salary in effect immediately prior to Executive’s termination, excluding any reduction which forms the basis for Executive’s right to resign for Good Reason.

(ii) “Change in Control” means a “Change in Control” as defined in the Plan.

9. Cooperation with Company After Termination of Employment. Following termination of Executive’s employment for any reason, Executive shall fully cooperate with the Company in all matters relating to the winding up of Executive’s pending work including, but not limited to, any litigation in which the Company is involved, and the orderly transfer of any such pending work to such other employees as may be designated by the Company.

10. Disputes. To ensure the timely and economical resolution of disputes that may arise in connection with Executive’s employment with the Company, Executive and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, or Executive’s employment, or the termination of Executive’s employment, including but not limited to all statutory claims, will be resolved pursuant to the Federal Arbitration Act, 9 U.S.C. §1-16, and to the fullest extent permitted by law, by final, binding and confidential arbitration by a single arbitrator conducted in Delaware by Judicial Arbitration and Mediation Services Inc. (“JAMS”) under the then applicable JAMS rules (at the following web address: https://www.jamsadr.com/rules-employment-arbitration/); provided, however, this arbitration provision shall not apply to sexual harassment claims to the extent prohibited by applicable law. A hard copy of the rules will be provided to Executive upon request. By agreeing to this arbitration procedure, both Executive and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding. In addition, all claims, disputes, or causes of action under this provision, whether by Executive or the Company, must be brought in an individual capacity, and shall not be brought as a plaintiff (or claimant) or class member in any purported class or representative proceeding, nor joined or consolidated with the claims of any other person or entity. The arbitrator may not consolidate the claims of more than one person or entity and may not preside over any form of representative or class proceeding. To the extent that the preceding sentences regarding class claims or proceedings are found to violate applicable law or are otherwise found unenforceable, any claim(s) alleged or brought on behalf of a class shall proceed in a court of law rather than by arbitration. The Company acknowledges that Executive will have the right to be represented by legal counsel at any arbitration proceeding. Questions of whether a claim is subject to arbitration under this Agreement shall be decided by the arbitrator. Likewise, procedural questions which grow out of the dispute and bear on the final disposition are also matters for the arbitrator. The arbitrator shall: (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be permitted by law; (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award; (c) be authorized to award any or all

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remedies that Executive or the Company would be entitled to seek in a court of law; and (d) is authorized to award attorneys’ fees to the prevailing party. Subject to the foregoing sentence, Executive and the Company shall equally share all JAMS’ arbitration fees and each party is responsible for its own attorneys’ fees. Nothing in this Agreement is intended to prevent either Executive or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration. Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction. To the extent applicable law prohibits mandatory arbitration of sexual harassment claims, in the event Executive intends to bring multiple claims, including a sexual harassment claim, the sexual harassment claim may be publicly filed with a court, while any other claims will remain subject to mandatory arbitration.

11. Notices. All notices given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered personally, (b) three business days after being mailed by first class certified mail, return receipt requested, postage prepaid, (c) one business day after being sent by a reputable overnight delivery service, postage or delivery charges prepaid, or (d) when sent by email or confirmed facsimile if sent during normal business hours of the recipient, and if not, then on the next business day. All communications shall be sent to the Company at its primary office location and to Executive at Executive’s address as listed on the Company payroll or at Executive’s Company issued email address, or at such other address as the Company or Executive may designate by ten (10) days advance written notice to the other.

12. Tax Provisions.

(a) Section 409A. Notwithstanding anything in this Agreement to the contrary, the following provisions apply to the extent severance benefits provided herein are subject to the provisions of Section 409A of the Code and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”). Severance benefits shall not commence until Executive’s Separation from Service. Each installment of severance benefits is a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i), and the severance benefits are intended to satisfy the exemptions from application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9). However, if such exemptions are not available and Executive is, upon Separation from Service, a “specified employee” for purposes of Section 409A, then, solely to the extent necessary to avoid adverse personal tax consequences under Section 409A, the timing of the severance benefits payments shall be delayed until the earlier of (i) six (6) months after Executive’s Separation from Service, or (ii) Executive’ death. Upon the first business day following the expiration of such applicable period, all payments delayed pursuant to the foregoing sentence shall be paid in a lump sum to Executive, and any remaining payments due shall be paid as otherwise provided in this Agreement or in the applicable agreement. No interest shall be due on any amounts so deferred. Executive shall receive severance benefits only if Executive executes and returns to the Company the Release within the applicable time period set forth therein and permits such Release to become effective in accordance with its terms, which date may not be later than sixty (60) days following the date of Executive’s Separation from Service (such latest permitted date, the “Release Deadline”). If the severance benefits are not covered by one or more exemptions from the application of Section 409A and the Release could become effective in the calendar year following the calendar year in which Executive’s Separation from Service occurs, the Release will not be deemed effective any

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earlier than the Release Deadline. None of the severance benefits will be paid or otherwise delivered prior to the effective date of the Release. Except to the minimum extent that payments must be delayed because Executive is a “specified employee” or until the effectiveness of the Release, all amounts will be paid as soon as practicable in accordance with the schedule provided herein and in accordance with the Company’s normal payroll practices. The severance benefits are intended to qualify for an exemption from application of Section 409A or comply with its requirements to the extent necessary to avoid adverse personal tax consequences under Section 409A, and any ambiguities herein shall be interpreted accordingly.

(b) Section 280G. If any payment or benefit Executive will or may receive from the Company or otherwise (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment pursuant to this Agreement or otherwise (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”).

Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A.

Unless Executive and the Company agree on an alternative accounting firm, the accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the change of control transaction triggering the Payment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the change in control transaction, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The Company shall use commercially reasonable efforts to cause

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the accounting firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Company within fifteen (15) calendar days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company.

If Executive receives a Payment for which the Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section 12(b) and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive shall promptly return to the Company a sufficient amount of the Payment (after reduction pursuant to clause (x) of the first paragraph of this Section 12(b) so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) in the first paragraph of this Section 12(b), Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence. Notwithstanding anything herein to the contrary, the Company hereby agrees that, for purposes of determining whether any Payment would be subject to the excise tax under Section 4999 of the Code, the non-compete required by this agreement (the “Non-Compete Provision”) shall be treated as an agreement for the performance of personal services. The Company hereby further agrees that the attribution of a value to the Non-Compete Provision shall be made by a “Big Four” accounting firm selected by Executive; provided that if such accounting firm is also serving as accountant or auditor for the individual, entity or group effecting the change in control transaction, the Company and Executive shall appoint a different nationally recognized accounting or valuation firm per their mutual agreement.

13. Miscellaneous.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without reference to principles of conflict of laws.

(b) Entire Agreement/Amendments. This Agreement and the instruments contemplated herein contain the entire understanding of the parties with respect to the employment of Executive by the Company from and after the Effective Date and supersede any prior agreements or promises between the Company and Executive. There are no restrictions, agreements, promises, warranties, covenants or undertakings between the parties with respect to the subject matter herein other than those expressly set forth herein and therein. This Agreement may not be altered, modified, or amended except by written instrument signed by the parties hereto.

(c) No Waiver. The failure of a party to insist upon strict adherence to any term of this Agreement on any occasion shall not be considered a waiver of such party’s rights or deprive such party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any such waiver must be in writing and signed by Executive or an authorized officer of the Company, as the case may be.

(d) Assignment. This Agreement shall be binding upon and inure to the benefit of the Company and Executive and their respective successors, assigns, executors and administrators. This Agreement shall not be assignable by Executive.

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(e) Representation. Executive represents that Executive’s employment by the Company and the performance by Executive of his obligations under this Agreement do not, and shall not, breach any agreement, including, but not limited to, any agreement that obligates his to keep in confidence any trade secrets or confidential or proprietary information of his or of any of party, to write or consult to any other party or to refrain from competing, directly or indirectly, with the business of any other party. Executive shall not disclose to the Company or use any trade secrets or confidential or proprietary information of any other party.

(f) Successors; Binding Agreement; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees legatees and permitted assignees of the parties hereto.

(g) Survival; Severability. Provisions of this Agreement which by their terms must survive the termination of this Agreement in order to effectuate the intent of the parties will survive any such termination, whether by expiration of the term, termination of Executive’s employment, or otherwise, for such period as may be appropriate under the circumstances. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.

(h) Withholding Taxes. The Company shall withhold from any and all compensation, severance and other amounts payable under this Agreement such Federal, state, local or other taxes as may be required to be withheld pursuant to any applicable law or regulation.

(i) Counterparts. This Agreement may be signed in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

(j) Headings. The headings of the sections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above.

Date: December 29, 2022

Attachment

Exhibit A: Invention Assignment, Non-Disclosure, and Business Protection Agreement

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Exhibit 10.2

		221 Crescent Street
		Suite 401 Waltham, MA 02453 617-272-4600
		Viridiantherapeutics.com

GENERAL RELEASE AND SEPARATION AND CONSULTING AGREEMENT

This General Release and Separation and Consulting Agreement (this “Agreement”) is made this 6^th day of February 2023 (the “Separation Date”) by and between Viridian Therapeutics, a Delaware corporation (the “Company”), and Jonathan Violin, PhD (the “Dr. Violin”).

WHEREAS, Dr. Violin has provided services to the Company pursuant to that certain Employment Agreement by and between Dr. Violin and the Company, dated January 15, 2021 (the “Employment Agreement”);

WHEREAS, Dr. Violin has served as the President and Chief Executive Officer of the Company, and the Company and Dr. Violin wish to provide for an orderly succession in connection with the Company’s appointment of a new individual to succeed Dr. Violin in the role of President and Chief Executive Officer of the Company (the “Successor CEO”);

WHEREAS, in order to effect such an orderly succession, the Company and Dr. Violin wish to enter into this Agreement to address the termination of Dr. Violin’s employment with the Company which shall constitute an Involuntary Termination (as defined in the Employment Agreement); and

WHEREAS, the Company and Dr. Violin also wish to enter into a consulting arrangement to be effective upon the termination of Dr. Violin’s employment with the Company.

NOW, THEREFORE, subject to and in consideration of the mutual promises herein contained, the Company and Dr. Violin agree as follows:

1. SEPARATION DATE. Dr. Violin’s last date of employment with the Company shall be on the Separation Date. On the Separation Date, the Company will pay Dr. Violin all accrued salary, and all accrued and unused vacation earned through the Separation Date, subject to standard payroll deductions and withholdings. Dr. Violin will receive these payments regardless of whether or not Dr. Violin signs this Agreement. Dr. Violin shall cease to serve as a member of the Board of Directors of the Company (the “Board”) effective as of the Separation Date. Dr. Violin hereby covenants and agrees that he shall (i) deliver to the Company written notice of his resignation from his service as a member of the Board effective as of the Separation Date and (ii) resign from the Board effective as of the Separation Date. In connection with such resignation, Dr. Violin shall also resign all other positions that he holds (A) within the Company; (B) with any of the affiliates of the Company; and (C) with any other organization as to any position held at the request of, or as a representative of, the Company or its affiliates. Dr. Violin agrees to take any additional steps and sign any additional documentation that may be reasonably requested by the Company in order to give full effect or confirmation of such resignations.

2. SEVERANCE BENEFITS. If Dr. Violin timely signs and returns this Agreement and allows the release set forth herein to become effective no later than February 14, 2023, then the Company will provide Dr. Violin with the severance benefits set forth below (the “Severance Benefits”). Dr. Violin acknowledges and agrees that the Severance Benefits set forth below fully satisfy and exceed the Company’s obligations to Dr. Violin.

(a) Severance Pay. Dr. Violin shall receive continued payment of his annual base salary at the current rate of $50,100 per month for eighteen (18) months following the Separation Date (such period, the “Severance Period”), paid over the Company’s regular payroll schedule (“Salary Severance Pay”). The first installment of such Salary Severance Pay will be paid on the Company’s first regular payroll date that occurs at least seven (7) business days after the Effective Date as defined below. In addition, Dr. Violin shall receive a payment equal to his earned annual bonus for fiscal year 2022 to the extent accrued and unpaid as of the date of this Agreement, and such bonus shall be payable on the same date that annual cash bonuses are otherwise payable to other executives of the Company (the “Cash Bonus Severance”). Dr. Violin shall also be eligible to receive an amount equal to (i) $360,720 multiplied by (ii) a fraction with a numerator of 37 and a denominator of 365 (the “Pro-Rated Bonus Severance” and together with the Salary Severance Pay and Cash Bonus Severance, the “Severance Pay”). The Pro-Rated Bonus Severance will be paid on the Company’s first regular payroll date that occurs at least seven (7) business days after the Effective Date as defined below. No portion of the Severance Pay shall be payable until the Company has received the executed Agreement from Dr. Violin and Dr. Violin has not revoked Dr. Violin’s assent to the Agreement as provided in Section 9(c) of this Agreement.

(b) Equity Awards. Dr. Violin and the Company acknowledge and agree that (i) Dr. Violin currently holds options to purchase 1,369,280 shares of the Company’s common stock (the “Outstanding Options”), pursuant to the Company’s Equity Incentive Plan (the “Plan”); (ii) an amount equal to 638,739 shares subject to the Outstanding Options are vested as of the date of this Agreement (the “Currently Vested Options”), (iii) an amount equal to 730,541 shares subject to the Outstanding Options are unvested as of the date of this Agreement (the “Unvested Options”), and (iv) Dr. Violin holds no other equity awards under the Plan or otherwise as of the date of this Agreement. Subject to Dr. Violin’s execution and non-revocation of this Agreement, (A) 342,321 shares subject to Unvested Options shall fully vest on the Effective Date, provided that an additional 318,220 shares subject to Unvested Options that have not otherwise vested pursuant to this Section 2(b), and representing Unvested Options that would have otherwise been eligible to vest during the twelve-month period following the Consulting Term (as defined below), shall also be eligible to vest as set forth in Section 12(c) of this Agreement (such additional shares, the “Consulting Shares”) and (B) all of the Unvested Options that have not otherwise vested pursuant to this Agreement shall fully vest upon the consummation of a Change in Control (as defined in the Employment Agreement) in the event such Change in Control occurs on or prior to the fifteen (15) month anniversary of the Separation Date. Except as otherwise set forth in this Agreement, the Outstanding Options shall continue to be governed by the terms of the applicable grant notices, stock option agreements and the Plan.

(c) COBRA. To the extent provided by the federal COBRA law or, if applicable, state insurance laws, and by the Company’s current group health insurance policies, Dr. Violin will be eligible to continue his group health insurance benefits. Later, Dr. Violin may be able to convert to an individual policy through the provider of the Company’s health insurance, if Dr. Violin so wishes. If Dr. Violin timely elects continued coverage under

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COBRA, the Company will pay Dr. Violin’s COBRA premiums to continue such coverage (including coverage for eligible dependents, if applicable) through the period (the “COBRA Premium Period”) starting on the Separation Date and ending on the earliest to occur of: (i) the last day of the Severance Period (ii) the date Dr. Violin becomes eligible for group health insurance coverage through a new employer; or (iii) the date Dr. Violin ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Dr. Violin becomes covered under another employer’s group health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, then Dr. Violin must immediately notify the Company in writing of such event. The payments by the Company described in this Section 2(c) shall be subject to Dr. Violin’s execution and non-revocation of this Agreement.

3. OTHER COMPENSATION OR BENEFITS. Dr. Violin acknowledges that, except as expressly provided in this Agreement, he will not receive any additional compensation, severance or benefits after the Separation Date and is not entitled to any such additional payments or benefits (including pursuant to the Employment Agreement), with the exception of any vested right he may have under the express terms of a written ERISA-qualified benefit plan (e.g., 401(k) account).

4. EXPENSE REIMBURSEMENTS; ATTORNEYS’ FEES. Dr. Violin agrees that, within ten (10) days after the Separation Date, he will submit his final documented expense reimbursement statement reflecting all business expenses incurred by him through the Separation Date, if any, for which he seeks reimbursement. The Company will reimburse Dr. Violin for these expenses pursuant to its regular business practice. In addition, the Company will pay, or reimburse Dr. Violin for, any and all attorneys’ fees and costs incurred by Dr. Violin in connection with the review, negotiation and documentation of this Agreement, such payment or reimbursement to be made promptly upon (and no more than thirty (30) days after) receipt by the Company of an invoice and customary supporting documentation for such fees and costs. Such payments and reimbursements shall not exceed, in the aggregate, an amount equal to $31,000 (“Attorneys’ Fees”).

5. RETURN OF COMPANY PROPERTY. By signing below, Dr. Violin represents and warrants that he has returned to the Company all Company documents (and all copies thereof) and other Company property in his possession or control. Dr. Violin further represents that he has made a diligent search to locate any such documents, property and information. In addition, if Dr. Violin has used any personally owned computer, server, or e-mail system to receive, store, review, prepare or transmit any confidential or proprietary data, materials or information of the Company, then within five (5) business days after the Separation Date, if requested by the Company, Dr. Violin must provide the Company with a computer-useable copy of such information and then permanently delete and expunge such confidential or proprietary information from those systems without retaining any reproductions (in whole or in part); and Dr. Violin agrees to provide the Company access to his system, as requested, to verify that the necessary copying and deletion is done. Dr. Violin’s timely compliance with the provisions of this paragraph is a precondition to his receipt of the Severance Benefits provided hereunder.

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6. PROPRIETARY INFORMATION OBLIGATIONS. Dr. Violin acknowledges his continuing obligations under his Invention Assignment, Non-Disclosure, and Business Protection Agreement, a copy of which is attached hereto as Exhibit A (the “Confidentiality and Inventions Assignment Agreement”). If Dr. Violin has any doubts as to the scope of the restrictions in the Confidentiality and Inventions Assignment Agreement, Dr. Violin should contact the legal department to assess compliance. As Dr. Violin knows, the Company will enforce its contractual rights. Confidential information that is also a “trade secret,” as defined by law, may be disclosed (A) if it is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, in the event that Dr. Violin files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Dr. Violin may disclose the trade secret to his attorney and use the trade secret information in the court proceeding, if Dr. Violin: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.

7. NONDISPARAGEMENT. Dr. Violin agrees not to disparage the Company or the Company’s officers, directors, employees, shareholders, parents, subsidiaries, affiliates, and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that Dr. Violin may respond accurately and fully to any question, inquiry or request for information when required by legal process. Notwithstanding the foregoing, nothing in this Agreement shall limit Dr. Violin’s right to voluntarily communicate with the Equal Employment Opportunity Commission, United States Department of Labor, the National Labor Relations Board, the Securities and Exchange Commission, other federal government agency or similar state or local agency or to discuss the terms and conditions of his employment with others to the extent expressly permitted by Section 7 of the National Labor Relations Act; provided however, as outlined in Section 9(d) of this Agreement, Dr. Violin agrees and understands that he is waiving any and all rights he may have to individual relief based on any claims that he has released and any rights he has waived by sighing this Agreement, to the maximum extent the law permits. The Company agrees that it shall not disparage Dr. Violin and that it shall use its reasonable efforts to cause its “executive officers” (as such term is defined by Rule 3b-7 under the U.S. Securities Exchange Act of 1934, as amended) and its members of the Board to not disparage Dr. Violin; provided that any such individual may respond accurately and fully to any question, inquiry or request for information when required by legal process. Notwithstanding the foregoing, a party shall not be considered to have violated this Section 7 if it truthfully responds to public comments made by the other party in violation of this Section 7.

8. NO ADMISSIONS. Dr. Violin understands and agrees that the promises and payments in consideration of this Agreement shall not be construed to be an admission of any liability or obligation by the Company to Dr. Violin or to any other person, and that the Company makes no such admission. Furthermore, this Agreement does not constitute an admission by the Company of any wrongful action or violation of any federal, state, or local statute, or common law rights, including those relating to the provisions of any law or statute concerning employment actions, or of any other possible or claimed violation of law or rights.

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9. RELEASE OF CLAIMS.

(a) General Release. In exchange for the consideration provided to Dr. Violin under Section 2 of this Agreement to which Dr. Violin would not otherwise be entitled, Dr. Violin hereby generally and completely releases the Company, and its former, current and future affiliated, related, parent, division and subsidiary entities, and its and their former, current and future directors, officers, employees, shareholders, partners, agents, representatives, attorneys, predecessors, successors, insurers, reinsurers, affiliates, and assigns, and all persons and entities operating by, through, under or in concert with any of them (collectively, the “Released Parties”), individually or collectively, and each in their business and personal capacities, from any and all claims, liabilities and obligations, both known and unknown, that arise out of or are in any way related to events, acts, conduct, or omissions occurring prior to or on the date Dr. Violin signs this Agreement (collectively, the “Released Claims”).

(b) Scope of Release. The Released Claims include, but are not limited to: (i) all claims arising out of or in any way related to Dr. Violin’s employment with the Company, or the termination of that employment; (ii) all claims related to Dr. Violin’s compensation or benefits from the Company, including salary, bonuses, commissions, vacation, expense reimbursements, overtime, severance pay, fringe benefits, stock, stock options, or any other ownership, equity, or profits interests in the Company; (iii) all claims for breach of contract (including with respect to the Employment Agreement), wrongful termination, and breach of the implied covenant of good faith and fair dealing; (iv) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (v) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the National Labor Relations Act, Title VII of the Civil Rights Act of 1964, Sections 1981 through 1988 of Title 42 of the United States Code, the Employee Retirement Income Security Act, the Immigration Reform and Control Act, the Americans with Disabilities Act, the Age Discrimination in Employment Act (including, without limitation, the Older Workers’ Benefit Protection Act), the Family and Medical Leave Act, the Occupational Safety and Health Act, the Consolidated Omnibus Budget Reconciliation Act of 1985, Executive Order 11246, the federal Workers Adjustment and Retraining Notification Act and/or the Sarbanes-Oxley Act of 2002, Public Law 107-204, including whistleblowing claims under 18 U.S.C. §§ 1514A and 1513(e); any claim that any of the Released Parties violated any other federal, state or local statute, law, regulation or ordinance; any claim of unlawful discrimination of any kind; any public policy, contract, tort, or common law claim; and any claim for costs, fees, or other expenses including attorneys’ fees incurred in these matters (other than the Attorneys’ Fees). Dr. Violin specifically understands that this general release of claims includes, without limitation, a release of all claims arising out of the Massachusetts Fair Employment Practices Act., Mass. Gen. Laws ch. 151B, § 1 et seq., the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, Mass. Gen. Laws. ch. 93, § 102 and Mass. Gen. Laws ch. 214, § 1C, the Massachusetts Labor and Industries Act, Mass. Gen. Laws ch. 149, § 1 et seq., Mass. Gen. Laws ch. 214, § 1B (Massachusetts right of privacy law), the Massachusetts Parental Leave Act, Mass. Gen. Laws ch. 149, § 105D, the Massachusetts Small Necessities Leave Act, Mass. Gen. Laws ch. 149, § 52D, the Massachusetts Earned Sick Time Law, M.G.L. c.149, § 148C, and the Massachusetts Family and Medical Leave law, G.L. c. 175M, et. seq., all as amended, and to the extent applicable, the Colorado Anti-Discrimination Act, the Lawful Off-Duty Activities Statute, the Personnel Files Employee Inspection Right Statute, the Colorado Labor Peace Act, the Colorado Labor Relations Act, the Colorado Equal Pay Act, the Colorado Minimum Wage Order, and any other state or local laws that may lawfully be waived and all other statutory, common law or other claims of any nature, under any common law theory or any federal, state or local statute or ordinance not expressly referenced above, to the fullest extent permitted by law.

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Dr. Violin further acknowledges that he is unaware of any facts that would support a claim against the Released Parties for violation of the Fair Labor Standards Act, and the Massachusetts Wage Act and State Overtime Law or any other law governing the payment of wages or compensation. Without limiting the forgoing paragraph, this release includes any wage and hour related claims arising out of or in any way connected with Dr. Violin’s employment with the Company, including, but not limited to, claims under any federal, state or local laws, regulations or ordinances, the Fair Labor Standards Act, the Massachusetts Payment of Wages Act, M.G.L. c. 149, Section 148 thereof (including claims for unpaid wages), Massachusetts Overtime law and regulations, M.G.L. c. 151, and the Meal Break law and regulations, as provided in M.G.L. c. 149, and any other claims for unpaid or delayed payment of wages, overtime, missed or interrupted meal periods, interest, attorneys’ fees, costs, expenses, liquidated damages, treble damages or damages of any kind to the maximum extent permitted by federal, state and local law.

(c) Age Discrimination in Employment Act (“ADEA”) Waiver/Consideration Period/Effective Date. Dr. Violin acknowledges that he is knowingly and voluntarily waiving and releasing any rights he may have under the Older Workers Benefit Protection Act (OWBPA) and the ADEA and that the consideration given for this waiver is in addition to anything of value to which Dr. Violin is already entitled. Dr. Violin further acknowledges that he has been advised, as required by the ADEA and OWBPA, that: (i) his waiver does not apply to any rights or claims that may arise after the date that he signs this Agreement; (ii) he is advised to consult with an attorney prior to signing this Agreement (although Dr. Violin may choose voluntarily not to do so); (iii) DR. VIOLIN HAS A PERIOD OF TWENTY-ONE (21) DAYS WITHIN WHICH TO REVIEW AND CONSIDER WHETHER OR NOT TO SIGN THIS AGREEMENT. IN THE EVENT THAT DR. VIOLIN EXECUTES THIS AGREEMENT WITHIN LESS THAN TWENTY-ONE (21) DAYS AFTER THE DATE IT WAS DELIVERED TO HIM, DR. VIOLIN ACKNOWLEDGES THAT SUCH DECISION WAS ENTIRELY VOLUNTARY AND WITH FULL KNOWLEDGE THAT HE HAD THE OPPORTUNITY TO CONSIDER THIS AGREEMENT FOR THE ENTIRE TWENTY-ONE (21) DAY PERIOD; (iv) Dr. Violin has seven (7) days following the date he signs this Agreement to revoke his acceptance of this Agreement by providing written notice of his revocation to the Company’s Senior Vice President & General Counsel at lmeisner@viridiantherapeutics.com in a manner such that it is received by or before end of the seven (7) day revocation period; and (v) this Agreement will not be effective until the date upon which the revocation period has fully expired, which will be the eighth day after Dr. Violin signs this Agreement and provided that Dr. Violin does not timely revoke his acceptance of this Agreement (the “Effective Date”). Any modifications to this Agreement, whether material or immaterial, will not restart the twenty-one (21) day consideration period.

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(d) Excluded Claims. Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (i) any rights or claims for indemnification Dr. Violin may have pursuant to any written indemnification agreement with the Company to which Dr. Violin is a party or under the organizational documents of the Company or under applicable law; (ii) any rights which are not waivable as a matter of law; (iii) any rights under any Company benefit plan, or any plan or agreement related to equity ownership in the Company, that arise from facts or circumstances that occur following the date Dr. Violin executes this Agreement; and (iv) any claims for breach of this Agreement. Dr. Violin hereby represents and warrants that, other than the Excluded Claims, he is not aware of any claims he has or might have against any of the Released Parties that are not included in the Released Claims. Dr. Violin understands that nothing in this Agreement limits his ability to file a charge or complaint with the Equal Employment Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Occupational Safety and Health Administration, the Securities and Exchange Commission or any other federal, state or local governmental agency or commission (“Government Agencies”). Dr. Violin further understands this Agreement does not limit his ability to communicate with any Government Agencies or otherwise participate in any investigation or proceeding that may be conducted by any Government Agency, including providing documents or other information, without notice to the Company. While this Agreement does not limit his right to receive an award for information provided to the Securities and Exchange Commission and the Occupational Safety and Health Administration, he understands and agrees that, to maximum extent permitted by law, he is otherwise waiving any and all rights he may have to individual relief based on any claims that he has released and any rights he has waived by signing this Agreement.

10. REPRESENTATIONS. Dr. Violin hereby represents that (i) the consideration given to him in exchange for the waiver and release in this Agreement is in addition to anything of value to which he was already entitled; (ii) Dr. Violin has been paid all compensation owed and for all hours worked, has received all the leave and leave benefits and protections for which he is eligible, pursuant to the Family and Medical Leave Act, MA Family and Medical Leave law or otherwise, and has not suffered any on-the- job injury for which he has not already filed a claim. Dr. Violin affirms that all of the decisions of the Released Parties regarding his pay and benefits through the date of his execution of this Agreement were not discriminatory based on age, disability, race, color, sex, religion, national origin or any other classification protected by law. Dr. Violin affirms that he has not filed or caused to be filed, and is not presently a party to, a claim against any of the Released Parties. Dr. Violin further affirms that he has no known workplace injuries or occupational diseases. Dr. Violin acknowledges and affirms that he has not been retaliated against for reporting any rights protected by law, including any rights protected by the Fair Labor Standards Act, the Family Medical Leave Act or any related statute or local leave or disability accommodation laws, or any applicable state workers’ compensation law.

11. COMPLIANCE AFFIRMATION. Dr. Violin affirms that he is not aware of any actual, potential or alleged compliance irregularities concerning the Company that he has not already reported to the proper Company employees.

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12. CONSULTING DUTIES AND RESPONSIBILITIES; FUTURE COOPERATION.

(a) For the period commencing on the Separation Date and ending on the twelve (12) month anniversary of the Separation Date (the “Consulting Term”), Dr. Violin agrees to be available to provide such consulting services as may be reasonably requested from to time by the Successor CEO and/or Board, provided that Dr. Violin’s rate of providing services shall not constitute more than 20% of the average level of services Dr. Violin performed in the thirty-six (36) months prior to the Separation Date. Dr. Violin will use his good faith efforts to perform such consulting services to the best of his abilities. The consulting services described in this Section 12(a) shall be referred to herein as the “Consulting Services”.

(b) During the Consulting Term, the relationship of Dr. Violin to the Company will be that of an independent contractor, and Dr. Violin shall have no authority to bind or represent the Company and the Company shall have no right to direct or control the manner in which Dr. Violin performs the Consulting Services hereunder. Nothing in this Agreement shall be construed to create, during the Consulting Term, any association, partnership, joint venture, employment, or agency relationship between Dr. Violin and the Company for any purpose. During the Consulting Term, Dr. Violin shall not be eligible to participate in any vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by the Company to its employees (other than in connection with the provision of the COBRA benefits described in Section 2(c) of this Agreement).

(c) During the Consulting Term, Dr. Violin will be considered to remain in continuous service with the Company and will not incur a break in service as of the Separation Date for purposes of his Outstanding Options, including with respect to the continued vesting of his Outstanding Options that are Consulting Shares. During the Consulting Term, the Consulting Shares (which represent a portion of the Unvested Options after giving effect to the accelerated vesting provided under Section 2(b) of this Agreement) will continue to vest in accordance with the existing monthly vesting schedule (with each monthly vesting installment during this period covering the same number of shares of common stock as were covered prior to the credit for accelerated vesting under Section 2(b)), subject to Dr. Violin’s continued service through the applicable vesting dates. Such continued vesting of the Consulting Shares shall be the only consideration payable to Dr. Violin in exchange for his services during the Consulting Term. The Currently Vested Options and the portion of the Unvested Options that vest in accordance with Section 2(b) and this Section 12(c) (the “Vested Options”) shall remain exercisable during the Consulting Term. No later than the Separation Date, Dr. Violin shall be permitted to elect to extend the period during which such Vested Options may be exercised through the earlier to occur between (i) the expiration date applicable to each such Vested Option under the terms of the applicable grant notices and stock option agreements and (ii) ten years from the date of grant of such Vested Options. Except as otherwise set forth in this Agreement, the Outstanding Options shall continue to be governed by the terms of the applicable grant notices, stock option agreements and the Plan. Any income recognized by Dr. Violin upon the exercise of Currently Vested Options or Vested Options that vest pursuant to Section 2(b) of this Agreement shall be subject to applicable tax withholding and reporting by the Company. The Company will not be responsible for withholding or paying any income, payroll, Social Security or other federal, state or local taxes, making any insurance contributions, including unemployment or disability, or obtaining worker’s compensation insurance on Dr. Violin’s behalf with respect to any income recognized by Dr. Violin upon the exercise of Consulting Shares that become Vested Options in accordance with this Section 12(c). Instead, Dr. Violin shall be responsible for, and shall indemnify the Company against, all such taxes or contributions, including penalties and interest.

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(d) Dr. Violin agrees to be available either in person, by email, by teleconference or by telephone to answer any questions about the work he performed for the Company or about facts and circumstances arising during the time he performed work for the Company. Dr. Violin agrees to provide reasonable assistance to the Company as reasonably requested by the Company with respect to any pending investigations, claims, audits, inquiries from regulatory agencies, litigation, corporate filings, or other financial concerns of the Company that relate to either the duties Dr. Violin was responsible for performing for the Company or that relate to the period of time during which Dr. Violin provided services to the Company. Reasonable Assistance includes, but is not limited to, providing information and materials to the Company’s in-house or outside counsel upon reasonable notice. Dr. Violin agrees to be available at mutually convenient times during and outside of regular business hours as reasonably requested by the Company, its in-house counsel or outside counsel. The Company shall not utilize this Section 12 to require Dr. Violin to be available to an extent that would unreasonably interfere with full-time employment responsibilities that Dr. Violin may have.

13. BREACH. Dr. Violin agrees that upon any breach of this Agreement he will forfeit all amounts paid or owing to him under this Agreement, to the fullest extent the law permits. Further, the parties acknowledges that it may be impossible to assess the damages caused by Dr. Violin’s violation of the terms of Sections 7, 8 and 9 of this Agreement or the Company’s violation of the terms of Section 7 of this Agreement and further agree that any threatened or actual violation or breach of those Sections of this Agreement will constitute immediate and irreparable injury to the non-breaching party. The parties therefore agree that with respect to any such breach, in addition to any and all other damages and remedies available to the non-breaching party, the non-breaching party shall be entitled to an injunction to prevent further violation or breach of this Agreement. The parties further agree that if either party brings a legal or equitable action to enforce this Agreement and is successful in whole or part, the successfully enforcing party may recover from the other party all of the costs, including reasonable attorney’s fees, incurred in enforcing the terms of this Agreement.

14. MEDICARE. Dr. Violin warrants that he is not a Medicare beneficiary as of the date of this Agreement, and no conditional payments have been made by Medicare on his behalf. The parties have attempted to resolve this matter in compliance with both state and federal law and it is believed that the terms adequately consider and protect Medicare’s interest and do not reflect any attempt to shift responsibility of treatment to Medicare pursuant to 42 U.S.C. Sec. 1395y(b). While Dr. Violin warrants that he is not and has never been a Medicare beneficiary and thus there is no obligation to report this settlement to the Center for Medicare, Medicaid Services (“CMS”) pursuant to 42 U.S.C 1395y(b), if it is ever determined that Dr. Violin is/was such a beneficiary, Dr. Violin acknowledges his duty to cooperate with the Company in order to allow it and/or the Responsible Reporting Entity (“RRE”) to fulfill the obligation to comply with any reporting requirement under such law. Dr. Violin agrees to provide CMS with any and all information necessary for it and/or the RRE to comply with Section 111 of MMSEA. The parties acknowledge and understand that any present or future action by CMS or Medicare on this settlement, or Dr. Violin’s eligibility or entitlement to Medicare or Medicare payments, will not render this Agreement void or ineffective, or in any way affect the finality of this liability settlement.

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15. GENERAL. This Agreement, and the Confidentiality and Inventions Assignment Agreement, constitute the complete, final allegation of corporate fraud or other wrongdoing by any of the Released Parties, or for exercising and exclusive embodiment of the entire agreement between Dr. Violin and the Company with regard to this subject matter. This Agreement is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein, and it supersedes any other such promises, warranties or representations (including, for the avoidance of doubt, the Employment Agreement other than Sections 6 (“Proprietary Information, Inventions, Non-Solicitation and Non-Competition Obligations”), 9 (“Cooperation with Company After Termination of Employment”) and 10 (“Disputes”), 12 (“Tax Provisions”) and Section 13(g) (“Survival; Severability”)). This Agreement may not be modified or amended except in a writing signed by both Dr. Violin and a duly authorized officer of the Company. This Agreement will bind the heirs, personal representatives, successors and assigns of both Dr. Violin and the Company and inure to the benefit of both Dr. Violin and the Company, their heirs, successors and assigns. If any provision of this Agreement is determined to be invalid or unenforceable, in whole or in part, this determination will not affect any other provision of this Agreement and the provision in question will be modified by the court so as to be rendered enforceable to the fullest extent permitted by law, consistent with the intent of the parties. Provided however, that in the event the General Release provision of this Agreement (Section 9 of this Agreement) is found to be invalid, illegal, and/or unenforceable, Dr. Violin agrees to provide the Released Parties with a full and General Release that is not invalid, illegal and/or unenforceable, without payment of additional consideration. The language of all parts of this Agreement shall be construed as a whole, according to its fair meaning, and not strictly for or against either party. This Agreement will be deemed to have been entered into and will be construed and enforced in accordance with the laws of the Commonwealth of Massachusetts as applied to contracts made and to be performed entirely within Massachusetts.

Failure to insist on compliance with any term, covenant or condition contained in this Agreement shall not be deemed a waiver of that term, covenant or condition, nor shall any waiver or relinquishment of any right or power contained in this Agreement at any one time or more times be deemed a waiver or relinquishment of any right or power at any other time or times.

This Agreement may be executed in counterparts, and when each party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterparts, shall constitute an agreement, which shall be binding upon and effective as to all parties. Facsimile, scanned, or electronic signatures shall be valid and effective for all purposes.

By Dr. Violin’s execution of this Agreement, Dr. Violin represents that he has read the foregoing Agreement, fully understands the terms and conditions of this Agreement, and is voluntarily executing the same. In entering into this Agreement, Dr. Violin did not rely on any representation, promise or inducement made by the Company, with the exception of the consideration described in this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first written above

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