Exhibit 10.1
Confidential
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT
(this “Agreement”) is made and entered into as of August 20, 2019 (the “Effective Date”),
by and between uniQure, Inc., 113 Hartwell Avenue, Lexington, MA 02421 (together with any and all of its affiliates, the “Company”)
and Alex Kuta of 293 Willis Road, Sudbury, MA 01776 (the “Executive”).
WITNESSETH:
WHEREAS, the Company has employed Executive
as Senior Vice President, Regulatory Affairs pursuant to an Employment Agreement dated January 23, 2017 (the “Prior Employment
Agreement”), and now wishes to employ executive as its Executive Vice President, Operations pursuant to a new Employment
Agreement.
WHEREAS, Executive wishes to be employed
by the Company in that role and to serve in such capacity under the terms and conditions set forth in this Agreement.
WHEREAS, the Company and Executive desire
to terminate the Prior Employment Agreement and contemporaneously replace the Prior Employment Agreement with this Agreement without
out any overlap, gap or discontinuity in the employment of the Executive.
NOW, THEREFORE, in consideration of the
mutual promises and covenants contained herein and intending to be legally bound hereby, the Company and Executive agree as follows.
1.
Employment. The Company hereby agrees to continue to employ Executive, and Executive hereby accepts such continued
employment by the Company, as a full-time employee for the period and upon the terms and conditions contained in this Agreement.
The Prior Employment Agreement is hereby terminated as of the Effective Date.
2.
Term. Executive’s term of employment with the Company under this Agreement shall begin on the Effective Date,
and shall continue in force and effect from year to year unless terminated earlier in accordance with Section 19 (the “Term”).
3.
Position and Duties. During the Term, Executive shall serve the Company as its Executive Vice President, Operations,
reporting directly to the uniQure Chief Executive Officer (the “CEO”). Executive’s duties will include
but not be limited to:
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Designing and implementing uniQure’s global GMP-manufacturing,
quality and regulatory programs and strategies;
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Managing pharmaceutical product manufacture according to Food and Drug Administration (FDA) guidelines,
Good Manufacturing Practices (GMP) requirements for clinical trials of Investigational New Drugs (IND) and approved New Drug Applications
(NDA) materials;
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Overseeing optimization of existing products manufacturing; assuring compliance with GMP regulations;
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Supporting the development of CMC regulatory filings related to the Lexington Manufacturing facility;
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Timely and compliant execution of the related activities in the relevant areas and identification
of opportunities for continuous improvement, including compliance with both GMP regulations, as well as environmental and safety
regulations;
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Managing the technology transfer process between the Amsterdam and Lexington facilities;
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Managing capital investment and maintenance activities related to manufacturing, utilities and
equipment;
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Establishing site Quality requirements and directs ongoing development and operations of the
Quality Unit, the compliance function and the GxP Quality Management System globally;
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Ensuring company-wide compliance with applicable Quality regulations;
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Supervising the development and presentation of periodic reports describing uniQure’s compliance
trends and identifying areas of potential risk;
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Directing the Quality oversight of GLP/GCP/GVP and bio-analytical activities (including internal
or external audit observations and development of adverse trends) to ensure patient safety and data integrity;
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Working closely and collaboratively with Program Management in the execution of R&D stage-gates;
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Overseeing the development and submission of regulatory dossiers globally and lead the preparation
of effective and persuasive presentations and submissions to regulatory authorities and accountable for regulatory inspections
and compliance audits;
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Ensuring successful negotiation strategies and execution of interactions with regulatory agencies
in the U.S., Europe and elsewhere, notably with global regulatory agencies;
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Reviewing and endorsing key development documents;
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Proposing Regulatory consultancies/advisory boards based on clear objectives and supports the
conduct of such processes;
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Participating in leadership team meetings, Board meetings and other key operating mechanisms
required of senior management and by the Chief Executive Officer;
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Developing budgets for relevant functional responsibilities, subject to approval by the Chief
Executive Officer and Chief Accounting Officer, and ensure execution within approved targets;
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Fostering and developing an innovative and productive organization of talented employees, including
the management, motivation, recruitment and evaluation of personnel;
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Defining, implementing, maintaining and continually improving processes and systems, supported
by meaningful Key Performance Indicators (KPI’s);
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Interacting with staff of other disciplines, such as Finance, Research & Product Development,
Human Resources, Legal, Business Development, Investor Relations and Clinical Development to ensure efficient day-to-day cooperation
and success for the business; and
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Performing other duties as may from time to time be assigned by the Company and which are commensurate
with senior executive status.
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A comprehensive job description is being provided.
4.
During the Term, Executive shall devote full business time, best efforts, skill, knowledge, attention and energies to the
advancement of the Company’s business and interests and to the performance of Executive’s duties and responsibilities
as an employee of the Company. Executive shall abide by the rules, regulations, instructions, personnel practices and policies
of the Company and any changes therein that may be adopted from time to time by the Company.
5.
During the Term, Executive shall not be engaged in any business activity which, in the
judgment of the Company, conflicts with Executive’s duties hereunder, whether or not such activity is pursued for pecuniary
advantage. Should Executive wish to provide any services to any other person or entity other than the Company or to serve on the
board of directors of any other entity or organization, Executive shall submit a written request to the Company for consideration
and approval by the Company, which approval shall not unreasonably be withheld. If the Company later makes a reasonable, good faith
determination that Executive’s continued service on another entity’s board would be detrimental to the Company, it
will give Executive thirty (30) days’ written notice that it is revoking the original approval, and Executive will resign
from the applicable board within thirty (30) days after receipt of such notice.
6.
Location. Executive shall perform the services hereunder from the Company’s USA
headquarters at 113 Hartwell Avenue, Lexington MA, USA; provided, however, that Executive shall be required to travel from time
to time for business purposes, including, without limitation, to the Company’s facilities in Amsterdam, Netherlands.
7.
Compensation and Benefits.
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(a)
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Base Salary. For all services rendered by Executive
under this Agreement, the Company will pay him a base salary at the annual rate of Four Hundred Twenty Nine Thousand Six Hundred
Forty Six Dollars (US $ 429,646), which shall be reviewed annually by the CEO for adjustment (the base salary in effect at any
time, the “Base Salary”). Executive’s Base Salary shall be paid in bi-weekly installments, less withholdings
as required by law and deductions authorized by Executive, and payable pursuant to the Company’s regular payroll practices
in effect at the time and as may be changed from time to time.
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(b)
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Discretionary Bonus. Following the end of each
calendar year and subject to the approval of the Company, Executive shall be eligible for a target retention and performance bonus
of up to forty percent (40%) of the annual Base Salary based on performance and the Company’s performance and financial
condition during the applicable calendar year, as determined by the Company in its sole discretion (a “Bonus”).
In any event, Executive must be an active employee of the Company on the 1st of October of the relevant calendar year and on the
date the Bonus is distributed in order to be eligible for and to earn any Bonus, as it also serves as an incentive to remain employed
by the Company.
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8.
Equity. Subject to Board of Directors approval at the next regularly scheduled
uniQure N.V. Board meeting after execution of this Agreement, Executive shall be granted 15,000 (fifteen thousand) Restricted Stock
Units of the Company, the terms of which shall reflect the standard three-year vesting and other terms and conditions contained
in the uniQure N.V.'s Amended and Restated 2014 Share Incentive Plan. Such option will be approved
by the Board of Directors of uniQure N.V. not later than at its next regularly scheduled meeting. If the Board fails to make the
grant at such regularly scheduled meeting, it shall be deemed a Good Reason event under Section 19(f) hereof. The Executive will
be eligible for future equity grants pursuant to the Company's policies and procedures.
9.
Retirement and Welfare Benefits. Executive is eligible to participate in any and all benefit programs that the Company
establishes and makes available to its employees from time to time, provided that Executive is eligible under (and subject to all
provisions of) the plan documents that govern those programs. These include medical, dental and disability insurances. Benefits
are subject to change at any time in the Company’s sole discretion.
10.
Paid Time Off and Holidays. Executive is eligible for a (pro-rated) maximum of 4 weeks of paid vacation per calendar
year to be taken at such times as may be approved in advance by the Company. Executive is also entitled to all paid holidays observed
by the Company in the United States. Executive shall have all rights and be subject to all obligations and responsibilities with
respect to paid time off and holidays as are set forth in the Company’s employee manual or other applicable policies and
procedures.
11.
Expense Reimbursement. During the Term, Executive shall be reimbursed by the Company for all necessary and reasonable
expenses incurred by Executive in connection with the performance of Executive’s duties hereunder (including business trips
to the uniQure Amsterdam headquarters). Executive shall keep an itemized account of such expenses, together with vouchers and/or
receipts verifying the same, and submit for reimbursement on a monthly basis. Any such expense reimbursement will be made in accordance
with the Company’s travel and expense policies governing reimbursement of expenses as are in effect from time to time.
12.
Withholding. All amounts set forth in this Agreement are on a gross, pre-tax basis and shall be subject to all applicable
federal, state, local and foreign withholding, payroll and other taxes, and the Company may withhold from any amounts payable to
Executive (including any amounts payable pursuant to this Agreement) in order to comply with such withholding obligations.
13.
IP and Restrictive Covenants. The Company’s agreement to enter into this Agreement is contingent upon Executive’s
execution of the Company’s Confidentiality, Developments, and Restrictive Covenants Agreement, attached as Exhibit A
to this Agreement. Nothing in this Agreement or the Confidentiality, Developments, and Restrictive Covenants Agreement shall
prohibit or restrict Executive from initiating communications directly with, responding to any inquiry from, providing testimony
before, providing confidential information to, reporting possible violations of law or regulation to, or filing a claim or assisting
with an investigation directly with a self-regulatory authority or a government agency or entity, including the Equal Employment
Opportunity Commission, the Department of Labor, the National Labor Relations Board, the Department of Justice, the Securities
and Exchange Commission, Congress, any agency Inspector General or any other federal, state or local regulatory authority (collectively,
the “Regulators”), or from making other disclosures that are protected under the whistleblower provisions of
state or federal law or regulation. Executive does not need the prior authorization of the Company to engage in conduct protected
by this subsection, and Executive does not need to notify the Company that Executive has engaged in such conduct. Please take
notice that federal law provides criminal and civil immunity to federal and state claims for trade secret misappropriation to
individuals who disclose trade secrets to their attorneys, courts, or government officials in certain, confidential circumstances
that are set forth at 18 U.S.C. §§ 1833(b)(1) and 1833(b)(2), related to the reporting or investigation of a suspected
violation of the law, or in connection with a lawsuit for retaliation for reporting a suspected violation of the law.
14.
At-Will Employment. This Agreement shall not be construed as an agreement, either express or implied, to employ Executive
for any stated term, and shall in no way alter the Company’s policy of employment at-will, under which both the Company and
Executive remain free to end the employment relationship for any reason, at any time, with or without Cause or notice. Similarly,
nothing in this Agreement shall be construed as an agreement, either express or implied, to pay Executive any compensation or grant
Executive any benefit beyond the end of employment with the Company.
15.
Conflicting Agreements. Executive acknowledges and represents that by executing this Agreement and performing Executive’s
obligations under it, Executive will not breach or be in conflict with any other agreement to which Executive is a party or is
bound, and that Executive is not subject to any covenants against competition or similar covenants that would affect the performance
of Executive’s obligations for the Company.
16.
No Prior Representations. This Agreement and its exhibits constitute all the terms of Executive’s hire and
supersedes all prior representations or understandings, whether written or oral, relating to the terms and conditions of Executive’s
employment.
17.
Change of Control. In the event of a Change of Control as defined below, the vesting conditions that may apply to
any options, restricted shares, restricted stock units, performance stock units or other grants of equity held by Executive pursuant
to this Agreement and the Company’s Amended and Restated 2014 Share Incentive Plan will be automatically waived, and all
the Stock Options will be deemed to be fully exercisable commencing on the date of the Change of Control and ending on the eighteen
(18) month anniversary of the Change of Control or, if earlier, the expiration of the term of such Stock Options. For purposes
of this Agreement, “Change of Control” shall mean the date on which any of the following events occurs:
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(a)
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any “person,” as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended
(the “Act”) (other than the Company, any of its subsidiaries, or any trustee, fiduciary or other person or entity
holding securities under any employee benefit plan or trust of the Company or any of its subsidiaries), together with all “affiliates”
and “associates” (as such terms are defined in Rule 12b-2 under the Act) of such person, shall become the “beneficial
owner” (as such term is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company representing
forty (40) percent or more of the combined voting power of the Company’s then outstanding securities having the right to
vote in an election of the Board (“Voting Securities”) (in such case other than as a result of an acquisition
of securities directly from the Company); or
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(b)
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a majority of the members of the Board is replaced during any 12-month period by directors whose appointment or election is
not endorsed by a majority of the members of the Board before the date of the appointment or election; or
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(c)
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the consummation of (i) any consolidation or merger of the Company where the stockholders of the Company, immediately prior
to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined
in Rule 13d-3 under the Act), directly or indirectly, shares representing in the aggregate more than fifty (50) percent of the
voting shares of the Company issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation,
if any), or (ii) any sale or other transfer (in one transaction or a series of transactions contemplated or arranged by any party
as a single plan) of all or substantially all of the assets of the Company.
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18.
RESERVED.
19.
Termination. The Term shall continue until the termination of Executive’s employment with the Company as provided
below.
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(a)
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Events of Termination. Executive’s employment, Base Salary and any and all other rights of Executive under this
Agreement or otherwise as an employee of the Company will terminate:
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(i)
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upon the death of Executive;
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(ii)
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upon the Disability of Executive (immediately upon notice from either party to the other). For purposes hereof, the term “Disability”
shall mean an incapacity by accident, illness or other circumstances which renders Executive mentally or physically incapable of
performing the duties and services required of Executive hereunder on a full-time basis for a period of at least 120 consecutive
days.
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(iii)
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upon termination of Executive for Cause;
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(iv)
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upon the resignation of employment by Executive without Good Reason (upon sixty (60) days’ prior written notice);
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(v)
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upon termination by the Company for any reason other than those set forth in Sections 19(a)(i) through 19(a)(iv) above;
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(vi)
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upon voluntary resignation of employment by Executive for Good Reason as described in Section 19(f), below;
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(vii)
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upon a Change of Control Termination as described in Section 19(g), below.
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(b)
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In the event Executive’s termination occurs pursuant to Sections 19(a)(i) - (iv) above, Executive will be entitled only
to the Accrued Benefits through the termination date. The Company will have no further obligation to pay any compensation of any
kind (including, without limitation, any Bonus or portion of a Bonus that otherwise may have become due and payable to Executive
with respect to the year in which such termination date occurs), or severance payment of any kind, unless otherwise provided herein.
For purposes of this Agreement, Accrued Benefits shall mean (i) payment of Base Salary through the termination date, (ii) payment
of any Bonus for performance periods completed prior to the termination date, (iii) any payments or benefits under the Company’s
benefit plans that are vested, earned or accrued prior to the termination date (including, without limitation, earned but unused
vacation); and (iv) payment of unreimbursed business expenses incurred by Executive.
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(c)
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For purposes of this Agreement, “Cause” shall mean the good faith determination by the Company (which determination
shall be conclusive), after written notice from the Company to Executive that one or more of the following events has occurred
and stating with reasonable specificity the actions that constitute Cause and the specific reasonable cure (related to subsections
(i) and (viii) below):
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(i)
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Executive has willfully or repeatedly failed to perform Executive’s material duties and
such failure has not been cured after a period of thirty (30) days’ written notice;
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(ii)
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any reckless or grossly negligent act by Executive having the foreseeable effect of injuring the interest, business or reputation
of the Company, or any of its parents, subsidiaries or affiliates in any material respect;
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(iii)
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Executive’s evidenced use of any illegal drug, or illegal narcotic, or excessive amounts of alcohol (as determined by
the Company in its reasonable discretion) on Company property or at a function where Executive is working on behalf of the Company;
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(iv)
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the indictment on charges or conviction for (or the procedural equivalent of conviction for), or entering of a guilty plea
or plea of no contest with respect to a felony;
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(v)
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the conviction for (or the procedural equivalent of conviction for), or entering of a guilty plea or plea of no contest with
respect to a misdemeanor which, in the Company’s reasonable judgment, involves moral turpitude deceit, dishonesty or fraud;
except that, in the event that Executive is indicted on charges for a misdemeanor set forth in this subsection 19(c)(v), the Company
may elect, in its sole discretion, to place Executive on administrative garden leave with or without continuation of full compensation
and benefits under this Agreement during the pendency of the proceedings;
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(vi)
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conduct by or at the direction of Executive constituting misappropriation or embezzlement of the property of the Company, or
any of its parents or affiliates (other than the occasional, customary and de minimis use of Company property for personal
purposes);
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(vii)
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a breach by Executive of a fiduciary duty owing to the Company, including the misappropriation of (or attempted misappropriation
of) a corporate opportunity or undisclosed self-dealing;
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(viii)
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a material breach by Executive of any material provision of this Agreement, any of the Company’s written employment policies
or Executive’s fiduciary duties to the Company, which breach, if curable, remains uncured for a period of thirty (30) days
after receipt by Executive of written notice of such breach from the Company, which notice shall contain a reasonably specific
description of such breach and the specific reasonable cure requested by the Supervisory Board; and
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(ix)
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any breach of Executive’s Confidentiality, Developments, and Restrictive Covenants Agreement.
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(d)
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The definition of Cause set forth in this Agreement shall govern for purposes of Executive’s equity compensation and
any other compensation containing such a concept.
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(e)
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Notice Period for Termination Under Section 19(a)(iv). Upon a termination of Executive under Section 19(a)(iv), during
the notice period the Company may, in its sole discretion, relieve Executive of all of Executive’s duties, responsibilities,
and authority, may restrict Executive’s access to Company property, and may take other appropriate measures deemed necessary
under the circumstances.
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(f)
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Termination by Executive for Good Reason. During the Term, Executive may terminate this Agreement at any time upon thirty
(30) days’ written notice to the Company for Good Reason. For purposes of this Agreement, “Good Reason”
shall mean that Executive has complied with the Good Reason Process (hereinafter defined) following the occurrence of any of the
following actions undertaken by the Company without Executive’s express prior written consent: (i) the material diminution
in Executive’s responsibilities, authority and function; (ii) a material reduction in Executive’s Base Salary, provided,
however, that Good Reason shall not be deemed to have occurred in the event of a reduction in Executive’s Base Salary which
is pursuant to a salary reduction program affecting the CEO and all or substantially all other senior management employees of the
Company and that does not adversely affect Executive to a greater extent than other similarly situated employees; provided, however
that such reduction may not exceed twenty (20%) percent; (iii) a material change in the geographic location at which Executive
provides services to the Company (i.e., outside a radius of fifty (50) miles from Lexington, Massachusetts); or (iv) a material
breach by the Company of this Agreement or any other material agreement between Executive and the Company concerning the terms
and conditions of Executive’s employment, benefits or Executive’s compensation (each a “Good Reason Condition”).
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“Good Reason Process” shall mean
that: (i) Executive has reasonably determined in good faith that a Good Reason Condition has occurred; (ii) Executive has
notified the Company in writing of the first occurrence of the Good Reason Condition within 60 days of the first occurrence
of such condition; (iii) Executive has cooperated in good faith with the Company’s efforts, for a period not less than
thirty (30) days following such notice (the “Cure Period”), to remedy the condition; (iv) notwithstanding
such efforts, the Good Reason Condition continues to exist; and (v) Executive terminates employment within sixty (60) days
after the end of the Cure Period. If the Company cures to Executive’s satisfaction (not unreasonably withheld) the Good
Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred.
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(g)
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Termination As A Result of a Change Of Control. For purposes of this Agreement, “Change of Control Termination”
shall mean any of the following:
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(i)
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Any termination by the Company of Executive’s employment, other than for Cause (as defined in Section 19(c), above),
that occurs within twelve (12) months after the Change of Control; or
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(ii)
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Any resignation by Executive for Good Reason (as defined in Section 19(f), above), that occurs within twelve (12) months after
the Change of Control.
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(iii)
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For purposes of this Section 19(g), “Change of Control” shall have the same meaning as defined above in Section
17.
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(h)
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Separation Benefits. Should Executive experience a termination of employment during the Term pursuant to Section 19(a)(v),
(vi) or (vii) above, in addition to the Accrued Benefits Executive shall also be entitled to:
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(i)
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Lump Sum Severance Payment:
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a.
In the case of a termination of employment during the Term pursuant to Section 19(a)(v) or (vi) above: a lump sum severance
payment equal to 100% of the sum of (A) Executive’s annual Base Salary and (B) Executive’s target Bonus amount pursuant
to Section 7(b) hereof (i.e., 40% of Executive’s annual Base Salary);
b.
In the case of a termination of employment during the Term pursuant to Section 19(a)(vii) above: a lump sum severance payment
equal to 150% of the sum of (A) Executive’s annual Base Salary and (B) Executive’s target Bonus amount pursuant to
Section 7(b) hereof (i.e., 40% of Executive’s annual Base Salary);
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(ii)
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a Pro-rata Bonus paid at the target bonus amount for the year of termination, as set forth in and subject to Section 7(b);
as used in this Agreement, the term “Pro-rata Bonus” shall mean the product of the formula B x D/365 where B
represents the target Bonus (i.e., 40% of Executive’s annual Base Salary), and D represents the number of days elapsed
in the calendar year through the date of the separation of Executive’s employment from the Company.
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(iii)
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Provided that Executive and his 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 Executive for Executive’s
full COBRA premiums (i.e., employer and employee portion) until the earlier to occur of: (a) the expiration of the COBRA Payment
Term (as defined below), (b) the date Executive becomes eligible to enroll in the health, dental and/or vision plans of another
employer, (c) the date Executive (and/or his eligible dependents, as applicable) is 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”). Executive agrees to notify the Company promptly if he becomes eligible to enroll in
the plans of another employer or if he or any of his dependents cease to be eligible to continue participation in the Company’s
plans through COBRA. “COBRA Payment Term” mean (x) in the case of a termination of employment during the Term pursuant
to Section 19(a)(v) or (vi) above, the twelve (12) month anniversary of Executive’s termination date, and (y) in the case
of a termination of employment during the Term pursuant to Section 19(a)(vii) above, the eighteen (18) month anniversary of Executive’s
termination date.
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To avoid duplication of severance
payments, any amount paid under this subsection shall be offset against any severance amounts that may be owed by the Company to
Executive pursuant to any of Company’s Change of Control guidelines as may be adopted or amended.
20.
General Release of Claims. Notwithstanding any provision of this agreement, all severance payments and benefits described
in Section 19 of this Agreement (except for payment of the Accrued Benefits) are conditioned upon the execution, delivery to the
Company, and expiration of any applicable revocation period without a notice of revocation having been given by Executive, all
by the 30th day following the termination date of a General Release of Claims by and between Executive (or Executive’s estate)
and the Company in the form attached as Exhibit B to this Agreement. (In the event of Executive’s death or incapacity
due to Disability, the release will be revised for signature accordingly.) Provided any applicable timing requirements set forth
above have been met, the payments and benefits will be paid or provided to Executive as soon as administratively practicable (but
not later than forty-five (45) days) following the date Executive signs and delivers the General Release to the Company and any
applicable revocation period has expired without a notice of revocation having been given. Any severance or termination pay will
be the sole and exclusive remedy, compensation or benefit due to Executive or Executive’s estate upon any termination of
Executive’s employment (without limiting Executive’s tights under any disability, life insurance, or deferred compensation
arrangement in which Executive participates or at the time of such termination of employment or any Option Agreements or any other
equity agreements to which Executive is a party).
21. Certain Company Remedies. Executive acknowledges that Executive’s promised services and covenants are
of a special and unique character, which give them peculiar value, the loss of which cannot be reasonably or adequately compensated
for in an action at law, and that, in the event there is a breach hereof by Executive, the Company will suffer irreparable harm,
the amount of which will be impossible to ascertain. Accordingly, the Company shall be entitled, if it so elects, to institute
and prosecute proceedings in any court of competent jurisdiction, either at law or in equity, to obtain
damages for any breach of this Agreement, or to enjoin Executive from committing any act in breach of this Agreement. The remedies
granted to the Company in this Agreement are cumulative and are in addition to remedies otherwise available to the Company at law
or in equity.
22.
Indemnification.
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(a)
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The Company agrees that Executive shall be entitled to indemnification to the fullest extent permitted by Delaware law and
under the Company’s articles of incorporation, bylaws and any other corporate-related plan, program or policy. In addition,
for a period of at least three (3) years after Executive’s termination of employment, the Company shall maintain a directors
and officers liability insurance policy under which Executive shall be included as a “Covered Person.”
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(b)
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In addition, and for the sake of clarity, the Company hereby specifically agrees that (i) if
Executive is made a party, or is threatened to be made a party, to any “Proceeding” (defined as any threatened
or actual action, suit or proceeding whether civil, criminal, administrative, investigative, appellate or other) by reason of the
fact that (1) Executive is or was an employee, officer, director, agent, consultant or representative of the Company, or (2) is
or was serving at the request of the Company as employee, officer, director, agent, consultant or representative
of another person, or (ii) if any “Claim” (defined as any claim, demand, request, investigation, dispute, controversy,
threat, discovery request or request for testimony or information) is made, or threatened to be made, that arises out of or relates
to Executive’s service in any of the foregoing capacity or to the Company, then Executive shall be indemnified and held harmless
by the Company to the fullest extent permitted by applicable law, against any and all costs, expenses, liabilities and losses (including,
without limitation, attorney’s fees, judgments, interest, expenses of investigation, penalties, fines, taxes or penalties
and amounts paid or to be paid in settlement) incurred or suffered by Executive in connection therewith, except with respect
to any costs, expenses, liabilities or losses (A) that were incurred of suffered as a result of Executive’s willful misconduct,
gross negligence or knowing violation of any written agreement between Executive and the Company, (B) that a court of competent
jurisdiction determines to have resulted from Executive’s knowing and fraudulent acts; provided,
however, that the Company shall provide such indemnification only if (I) notice of any such Proceeding is given promptly to the
Company, by Executive; (II) the Company is permitted to participate in and assume the defense of any such Proceeding; (III) such
cost, expense, liability or loss results from the final judgment of a court of competent jurisdiction or as a result of a settlement
entered into with the prior written consent of the Company; and (IV) in the case of any such Proceeding (or part thereof) initiated
by Executive, such Proceeding (or part thereof) was authorized in advance in writing by the Company. Such indemnification shall
continue even if Executive has ceased to be an employee, officer, director, agent, consultant or representative of the Company
until all applicable statute of limitations have expired, and shall inure to the benefit of Executive’s heirs, executors
and administrators. The Company shall pay directly or advance to Executive all costs and expenses incurred by Executive in connection
with any such Proceeding or Claim (except for Proceedings brought by the Company against Executive for claims other than shareholder
derivative actions) within 30 days after receiving written notice requesting such an advance. Such notice shall include, to the
extent required by applicable law, an undertaking by Executive to repay the amount advanced if Executive was ultimately determined
not to be entitled to indemnification against such costs and expenses
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23.
Miscellaneous.
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(a)
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Right to Offset. The Company may offset any undisputed amounts Executive owes the Company at the time of Executive’s
termination of employment (including any payment of Accrued Benefits or separation pay), except for secured or unsecured loans,
against any amounts the Company owes Executive hereunder, subject in all cases to the requirements of Section 409A of the Code.
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(b)
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Cooperation. Executive agrees that, during and after Executive’s employment with the Company, subject to reimbursement
of Executive’s reasonable expenses, Executive will cooperate fully with the Company and its counsel with respect to any matter
(including, without limitation, litigation, investigations, or governmental proceedings) in which Executive was in any way involved
during Executive’s employment with the Company. Executive shall render such cooperation in a timely manner on reasonable
notice from the Company, and at such times and places as reasonably acceptable to Executive and the Company. The Company, following
Executive’s termination of employment, exercises commercially reasonable efforts to schedule and limit its need for Executive’s
cooperation under this paragraph so as not to interfere with Executive’s other personal and professional commitments.
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(c)
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Company Documents and Property. Upon termination of Executive’s employment with
the Company, or at any other time upon the request of Company, Executive shall forthwith deliver to Company any and all documents,
notes, notebooks, letters, manuals, prints, drawings, block diagrams, photocopies of documents, devices, equipment, keys, security
passes, credit cards, hardware, data, databases, source code, object code, and data or computer programming code stored on an optical
or electronic medium, and any copies thereof, in the possession of or under the control of Executive that embodies any confidential
information of the Company. Executive agrees to refrain from purging or deleting data from any Company-owned
equipment, including email systems, in connection with Executive’s termination. To the extent that Executive possesses any
data belonging to Company on any storage media owned by Executive (for example, a home computer’s hard disk drive, portable
data storage device, etc.), Executive agrees that Executive will work cooperatively with the Company to return such data and ensure
it is removed from Executive’s devices in a manner that does not adversely impact any personal data. Executive agrees not
to take any steps to delete any Company data from any device without first obtaining Company’s written approval. Executive
agrees to cooperate with Company if Company requests written or other positive confirmation of the return or destruction of such
data from any personal storage media. Nothing herein shall be deemed to prohibit Executive from retaining (and making copies of):
Executive’s personal non-business-related correspondence files; or (ii) documents relating to Executive’s personal
compensation, benefits, and obligations.
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(d)
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Waivers. No waiver of any provision will be effective unless made in writing and signed by the waiving party. The failure
of any party to require the performance of any term or obligation of this Agreement does not prevent subsequent enforcement of
that term or obligation. The waiver by any party of any breach of this Agreement does not waive any subsequent breach.
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(e)
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Section 409A. This Agreement is intended to comply with Section 409A of the Code, and its corresponding regulations,
or an exemption thereto, and payments may only be made under this Agreement upon an event and in a manner permitted by Section
409A of the Code, to the extent applicable. Severance benefits under this Agreement are intended to be exempt from Section 409A
of the Code under the “short-term deferral” exception, to the maximum extent applicable, and then under the “separation
pay” exception, to the maximum extent applicable. Notwithstanding anything in this Agreement to the contrary, if required
by Section 409A of the Code, if Executive is considered a “specified employee” for purposes of Section 409A of the
Code and if payment of any amounts under this Agreement is required to be delayed for a period of six months after separation from
service pursuant to Section 409A of the Code, payment of such amounts shall be delayed as required by Section 409A of the Code,
and the accumulated amounts shall be paid in a lump-sum payment within 10 days after the end of the six-month period. If Executive
dies during the postponement period prior to the payment of benefits, the amounts withheld on account of Section 409A of the Code
shall be paid to the personal representative of Executive’s estate within 60 days after the date of Executive’s death.
All payments to be made upon a termination of employment under this Agreement may only be made upon a “separation from service”
under Section 409A of the Code. For purposes of Section 409A of the Code, each payment hereunder shall be treated as a separate
payment, and the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate
payments. In no event may Executive, directly or indirectly, designate the fiscal year of a payment. Notwithstanding any provision
of this Agreement to the contrary, in no event shall the timing of Executive’s execution of the General Release, directly
or indirectly, result in Executive’s designating the fiscal year of payment of any amounts of deferred compensation subject
to Section 409A of the Code, and if a payment that is subject to execution of the General Release could be made in more than one
taxable year, payment shall be made in the later taxable year. All reimbursements and in-kind benefits provided under this Agreement
shall be made or provided in accordance with the requirements of Section 409A of the Code, including, where applicable, the requirement
that (i) any reimbursement be for expenses incurred during the period specified in this Agreement, (ii) the amount of expenses
eligible for reimbursement, or in-kind benefits provided, during a fiscal year not affect the expenses eligible for reimbursement,
or in-kind benefits to be provided, in any other fiscal year, (iii) the reimbursement of an eligible expense be made no later than
the last day of the fiscal year following the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind
benefits not be subject to liquidation or exchange for another benefit.
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(f)
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Governing Law; Consent to Exclusive Jurisdiction and Venue. This Agreement and all questions relating to its validity,
interpretation, performance and enforcement (including, without limitation, provisions concerning limitations of actions), shall
be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts (notwithstanding any conflict-of-laws
doctrines of such state or other jurisdiction to the contrary), and without the aid of any canon, custom or rule of law requiring
construction against the draftsman. The parties hereby consent and submit to the exclusive jurisdiction of the federal and state
courts in the Commonwealth of Massachusetts, and to exclusive venue in any Massachusetts federal court and/or Massachusetts state
court located in Suffolk County, for any dispute arising from this Agreement.
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(g)
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Notices. Any notices, requests, demands, and other communications described in this Agreement are sufficient if in writing
and delivered in person or sent postage prepaid, by certified or registered U.S. mail or by FedEx/UPS to Executive at Executive’s
last known home address and a copy by e-mail to Executive, or in the case of the Company, to the attention of the CFO or SVP HR,
copy to the CEO at the main office of uniQure, N.V. Any notice sent by U.S. mail shall be deemed given for all purposes 72 hours
from its deposit in the U.S. mail, or the next day if sent by overnight delivery.
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(h)
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Successors and Assigns. Executive may not assign this Agreement, by operation of law or otherwise, without the Company’s
prior written consent. Without the Company’s consent, any attempted transfer or assignment will be void and of no effect.
The Company may assign its rights under this Agreement if the Company consolidates with or merges into any other entity, or transfers
substantially all of its properties or assets to any other entity, provided that such entity expressly agrees to be bound by the
provisions hereof. This Agreement will inure to the benefit of and be binding upon the Company and Executive, their respective
successors, executors, administrators, heirs, and permitted assigns.
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(i)
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Counterparts; Facsimile. This Agreement may be executed in two or more counterparts, each of which shall be an original
and all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile transmission,
PDF, electronic signature or other similar electronic means with the same force and effect as if such signature page were an original
thereof.
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(j)
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Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall
be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other provision or provisions may
be invalid or unenforceable in whole or in part.
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(k)
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Enforceability. If any portion or provision of the Agreement is declared illegal or unenforceable by a court of competent
jurisdiction, the remainder of the Agreement will not be affected, and each remaining portion and provision of this Agreement will
be valid and enforceable to the fullest extent permitted by law.
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(l)
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Survival. Sections 13, 20, 21, and the Company’s Confidentiality, Developments, and Restrictive Covenants Agreement
(Exhibit A) and all other provisions necessary to give effect thereto, shall survive the termination of Executive’s
employment for any reason.
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(m)
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Recoupment and Other Policies. All payments under this Agreement shall be subject to any applicable clawback and recoupment
policies and other policies that may be implemented by the Board from time to time, including, without limitation, the Company’s
right to recover amounts in the event of a financial restatement due in whole or in part to fraud or misconduct by one or more
of the Company’s executives or in the event Executive violates any applicable restrictive covenants in favor of the Company
to which Executive is subject.
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(n)
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Entire Agreement; Amendment. This Agreement contains the entire understanding among the parties hereto with respect
to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements or conditions,
express or implied, oral or written, between the parties hereto (including without limitation any prior employment agreements between
the parties hereto); provided, however, that any agreements referenced in this Agreement or executed herewith are not superseded.
The express terms hereof control and supersede any course of performance and/or usage of the trade inconsistent with any of the
terms hereof. This Agreement may be amended or modified only by a written instrument signed by Executive and by a duly authorized
representative of the Company.
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(o)
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Section Headings. The section headings in this Agreement are for convenience only, form no part of this Agreement and
shall not affect its interpretation.
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[This space intentionally left blank.]
IN WITNESS WHEREOF, the parties have executed
and delivered this Agreement as of the date first above written.
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uniQure,
Inc.
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By:
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/s/ Matthew Kapusta
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Name:
Matthew Kapusta
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Title:
Chief Executive Officer
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EXECUTIVE
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/s/ Alex
Kuta
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Alex
Kuta
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EXHIBIT A
UNIQURE, INC.
CONFIDENTIALITY, DEVELOPMENTS, AND
RESTRICTIVE COVENANTS AGREEMENT
[ attached ]
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Confidentiality, Development and
Restrictive Covenant Agreement
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Page 18
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Employee Initials ____
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EXHIBIT B
GENERAL RELEASE OF CLAIMS
In exchange for the promises and benefits
set forth in Section 19 of the Employment Agreement between uniQure, Inc. and Alex Kuta made as of August 20, 2019, and
to be provided to me following the Effective Date of this General Release, I, Alex Kuta, on behalf of myself, my heirs,
executors and assigns, hereby acknowledge, understand and agree as follows:
1. On
behalf of myself and my family, heirs, executors, administrators, personal representatives, agents, employees, assigns, legal representatives,
accountants, affiliates and for any partnerships, corporations, sole proprietorships, or other entities owned or controlled by
me, I fully release, acquit, and forever discharge uniQure, Inc., its past, present and future officers, directors, shareholders,
agents, representatives, insurers, employees, attorneys, subsidiaries, affiliated corporations, parents, and assigns (collectively,
the “Releasees”), from any and all charges, actions, causes of action, claims, grievances, damages, obligations, suits,
agreements, costs, expenses, attorneys’ fees, or any other liability of any kind whatsoever, suspected or unsuspected, known
or unknown, which have or could have arisen out of my employment with or services performed for Releasees and/or termination of
my employment with or termination of my services performed for Releasees (collectively, “Claims”), including:
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a.
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Claims arising under Title VII of the Civil Rights Act of 1964 (as amended); the Civil Rights Acts
of 1866 and 1991; the Americans With Disabilities Act; the Family and Medical Leave Act; the Employee Retirement Income Security
Act; the Occupational Health and Safety Act; the Sarbanes-Oxley Act; the Massachusetts Law Against Discrimination (M.G.L. c. 151B,
et seq., and/or any other laws of the Commonwealth of Massachusetts related to employment or the separation from employment;
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b.
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Claims for age discrimination arising under the Age Discrimination in Employment Act of 1967 (as
amended) (“ADEA”) and the Older Workers Benefits Protection Act, except ADEA claims that may arise after the execution
of this General Release;
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c.
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Claims arising out of any other federal, state, local or municipal statute, law, constitution,
ordinance or regulation; and/or
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d.
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Any other employment related claim whatsoever, whether in contract, tort or any other legal theory,
arising out of or relating to my employment with the Company and/or my separation of employment from the Releasees.
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e.
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Excluded from this General Release are any claims that cannot be released or waived by law. This
includes, but is not limited to, my right to file a charge with or participate in an investigation conducted by certain government
agencies, such as the EEOC or NLRB. I acknowledge and agree, however, that I am releasing and waiving my right to any monetary
recovery should any government agency pursue any claims on my behalf that arose prior to the effective date of this General Release.
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f.
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I waive all rights to re-employment with the Releasees. If I do apply for employment with the Releasees,
the Releasees and I agree that the Releasees need not employ me, and that if the Releasees declines to employ me for any reason,
it shall not be liable to me for any cause of action or damages whatsoever.
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General Release of Claims
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Employee Initials ____
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Page 1
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2. Release
of Other Claims. I fully release, acquit, and forever discharge the Releasees from any and all other charges, actions, causes of
action, claims, grievances, damages, obligations, suits, agreements, costs, expenses, attorneys’ fees or any other liability
of any kind whatsoever of which I have knowledge as of the time I sign this General Release.
3. I
further acknowledge that I have received payment, salary and wages in full for all services rendered in conjunction with my employment
with uniQure, Inc., including payment for all wages, bonuses, and accrued, unused paid time off, and that no other compensation
is owed to me except as provided herein. I specifically understand that this general release of claims includes, without limitation,
a release of claims for alleged wages due, overtime or other compensation or payment including any claim for treble damages, attorneys’
fees and costs pursuant to the Massachusetts Wage Act and State Overtime Law M.G.L. c. 149, §§148, 150 et seq. and
M.G.L. c. 151, §IA et seq. and I further acknowledge that I are unaware of any facts that would support a claim against
the Released Parties for violation of the Fair Labor Standards Act or the Massachusetts Wage Act.
4. Notwithstanding
anything to the contrary herein, nothing in this General Release shall be deemed to release any of the Releasees for: (i) any claim
for the payment of compensation due under the Employment Agreement; (ii) any claim for any of the Accrued Benefits under the Employment
Agreement; (iii) any claim for any separation benefit under Section 19 of the Employment Agreement including, without limitation,
separation pay and accelerated vesting of stock options (as applicable and as defined in the Employment Agreement); or (iv) any
rights to indemnification or coverage under a directors and officers liability insurance policy.
5. Restrictive
Covenants. I acknowledge and agree that all of my obligations under the restrictive covenants in my Confidentiality, Developments,
and Restrictive Covenants Agreement remain in full force and effect and shall survive the termination of my employment with the
Releasees and the execution of this General Release.
6. Consultation
with Attorney. I am advised and encouraged to consult with an attorney prior to executing this General Release. I acknowledge that
if I have executed this General Release without consulting an attorney, I have done so knowingly and voluntarily.
7. Period
for Review. I acknowledge that I have been given at least 21 days from the date I first received this General Release (or at least
45 days from the date I first received this General Release if my termination is part of a group reduction in force) during which
to consider signing it.
8. Revocation
of General Release. I acknowledge and agree that I have the right to revoke my acceptance of this General Release if I notify the
Releasees in writing within 7 calendar days following the date I sign it. Any revocation, to be effective, must be in writing,
signed by me, and either: a) postmarked within 7 calendar days of the date I signed it and addressed to the then current address
of uniQure, Inc.’s headquarters (to the attention of the CEO); orb) hand delivered within 7 days of execution of this General
Release to the uniQure, Inc.’s CEO. This General Release will become effective on the 8th day
after I sign it (the “Effective Date”); provided that I have not timely revoked it.
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Confidentiality, Development and
Restrictive Covenant Agreement
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Employee Initials ____
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Page 2
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I ACKNOWLEDGE AND AGREE THAT I HAVE BEEN
ADVISED THAT THE GENERAL RELEASE IS A LEGAL DOCUMENT, AND I HAVE BEEN ADVISED TO CONSULT WITH AN ATTORNEY CONCERNING THIS GENERAL
RELEASE. I ACKNOWLEDGE AND AGREE THAT I HAVE CAREFULLY READ AND FULLY UNDERSTAND ALL PROVISIONS OF THIS GENERAL RELEASE AND I AM
VOLUNTARILY AND KNOWINGLY SIGNING IT.
IN, WITNESS WHEREOF, I have duly executed
this Agreement under seal as of the ________ [day] of _______ [month],_________
[year]
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Alex Kuta
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293 Willis Road, Sudbury, MA 01776
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Confidentiality, Development and
Restrictive Covenant Agreement
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Employee Initials ____
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Page 3
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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:
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1.
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Separation from Employment. You will resign, and your separation from employment shall be
effective on August 31, 2019 (your “Separation Date”). You shall have relinquished as of that date any and all
positions that you have held with the Company. You shall not be considered an employee of the Company for any purpose after that
date. Effective as of August 19, 2019 through and including the Separation Date (the “Garden Leave Period”), you will
be on garden leave until the Separation Date without access to the Company’s facilities or electronic systems and your responsibility
and duties during that time will be to provide reasonable consultation and assistance on an as needed basis to the Chief Executive
Officer and the Executive Vice President, Operations (the “Company Officers”) with any transition matters or issues.
All business transacted on behalf of the Company during the Garden Leave Period shall be only with the Company Officers.
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2.
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Final Compensation. Regardless of whether you accept this Agreement, on your Separation
Date, the Company shall provide you with your Accrued Benefits, as that term is defined in the Employment Agreement. Specifically,
the Company shall provide you with final payment of base salary due for time worked through the Separation Date as well as payment
for any accrued but unused vacation time. You agree that such payment represents all compensation to which you are entitled in
connection with your employment. Any additional requests by you for reimbursement of business expenses must be submitted for payment
using the Company’s standard expense reimbursement system no later than the Separation Date.
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3.
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Separation Payment. Subject to: (i) the Company’s receipt of this Agreement signed
by you; (ii) your full acceptance of the terms of, and full performance under, this Agreement (including, without limitation, your
acceptance of the general release of legal claims contained in Paragraph 9 below (the "General Release")); (iii) your
satisfactory performance of the responsibilities and duties of your position with the Company up through your Separation Date,
and (iv) the expiration of the seven (7) day revocation period contained in Paragraph 11 below (the "Revocation Period")
without revocation):
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Scott T. McMillan
Separation Agreement
Page 2
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.
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4.
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Tax Provision. In connection with the Separation Payment provided to you pursuant to this
Agreement, the Company shall withhold and remit to the tax authorities the amounts required under applicable law, and you shall
be responsible for all applicable taxes with respect to such Separation Payment under applicable law. The Company does not guarantee
any particular tax effect for any of the payments or other consideration set forth in this Agreement, and you shall be solely responsible
and liable for the satisfaction of all taxes, penalties and interest that may be imposed on you or for your account in connection
with the Agreement (including any taxes, penalties and interest under IRC Section 409A), and the Company shall not have any obligation
to indemnify or otherwise hold you (or any beneficiary) harmless from any or all of such taxes, penalties or interest. You acknowledge
that you are not relying upon advice or representation of the Company with respect to the tax treatment of any of the separation
benefits set forth in this Agreement.
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5.
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Health Insurance Continuation. Regardless of whether you accept this Agreement, you will
remain on the Company’s insured health plan at the level(s) you are currently enrolled, through August 31, 2019. Notice of
your rights and obligations concerning continuation of coverage shall be sent to you under separate cover in accordance with applicable
law.
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Scott T. McMillan
Separation Agreement
Page 3
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6.
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Status of Employee Benefits and Stock Options. Except as otherwise expressly provided in
Section 5 of this Agreement, your participation in all employee benefit plans of the Company shall end as of your Separation Date
in accordance with the terms of those plans. Information will be provided on terminating participation in all plans, including
either maintaining your existing 401k account, or rolling it over to another provider. The Company confirms that you will have
vested Stock Options, Performance Share Units (“PSUs”), and Restricted Share Units (“RSU’s”) as of
your Separation Date pursuant to the terms of your grants. Stock Options may be exercised pursuant to the terms and conditions
of your Share Option Agreements and the Company’s Amended and Restated 2014 Share Incentive Plan. Your Performance Share
Units granted in January 2018 (totaling 7045 shares) will have a Vesting Date (as defined in the grant agreement) of September
19, 2019. You will not be eligible to participate in the Company Employee Stock Purchase Plan (“ESPP”) for the offering
period beginning September 1, 2019. For the offering period from June 1, 2019 through August 31, 2019, the Company will refund
any payroll contributions that you made pursuant to the ESPP, and no stock will be purchased on your behalf. This Agreement does
not grant or promise to grant any equity, and, except where expressly provided, does not modify the terms of any prior grant of
equity or modify the terms of any agreement signed pursuant to a grant of equity. The terms of the grants of equity and agreements
signed pursuant to grants of equity shall control in case of conflict with this Agreement.
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7.
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Confidentiality. As a material inducement to the Company to enter into this Agreement, you
agree to keep the fact of this Agreement (including any negotiations or discussions related hereto), the amount of the payments,
other consideration, and the terms of this Agreement (“Agreement-Related Information”), in complete confidence. Except
as you may be required by local, state or federal law or regulation or by compulsory process of law, and provided that in case
of such requirement you shall immediately, unless precluded by law, notify the Company of such requirement in writing, you agree
that neither you nor any person acting by, through, under, or in concert with you will, at any time, disclose Agreement-Related
Information, except for disclosures: (i) to an attorney of your choice who may be advising you in connection with this Agreement;
(ii) to your accountant or tax preparer; or (iii) to your immediate family, provided that all such persons to whom you disclose
such information are first advised by you prior to such disclosure of the confidential nature of the information and your obligations
under this Agreement, and further provided that the subsequent disclosure by any such persons of the amount of this settlement
or the terms of this Agreement will be treated as if you had made such disclosure; and (iv) and, in any event, you shall at no
time disclose Agreement-Related Information to any current or former employee of the Company.
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Scott T. McMillan
Separation Agreement
Page 4
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8.
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Non-Disparagement/Cooperation. You agree, to the extent permitted by law, that you will
not, at any time after the date hereof, make any remarks or comments, orally or in writing, to any customer, potential customer,
partner, supplier, employee, shareholder, potential investor, or any other person, which or who have, or could reasonably be anticipated
to have, business dealings with the Company, which remarks or comments reasonably could be construed to be derogatory or disparaging
to the Company or any of its shareholders, officers, directors, employees, attorneys or agents, or which reasonably could be anticipated
to be damaging or injurious to the Company’s reputation or good will or to the reputation or good will of any person associated
with the Company. Notwithstanding the above, your non-disparagement obligation shall not prohibit you from testifying truthfully
in any legal proceeding.
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(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.
Scott T. McMillan
Separation Agreement
Page 5
(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.
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10.
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Protected Rights. You understand that nothing contained in this Agreement limits your ability
to file a charge or complaint with the Equal Employment Opportunity Commission, 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”). You further understand that this Agreement does not limit your 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. You understand that you waive and release
any personal entitlement to reinstatement, back pay, or any other types of damages, or injunctive relief, in connection with any
actions taken by you on your behalf on your complaint or charge. You understand that by executing the General Release, you are
forever releasing and waiving any and all claims against the Releasees.
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Scott T. McMillan
Separation Agreement
Page 6
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11.
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Acknowledgments. You acknowledge and agree that you understand the meaning of this Agreement
and that you freely and voluntarily enter into it and the General Release. You agree that no fact, evidence, event, or transaction,
whether known or unknown, shall affect in any manner the final and unconditional nature of this Agreements and the General Release.
Pursuant to the Older Workers Benefit Protection Act, you acknowledge that you have been advised:
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(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.
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12.
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Acknowledgement of Confidentiality, Developments and Restrictive Covenants Agreement. You
acknowledge that you are bound by the Company’s Confidentiality, Developments, and Restrictive Covenants Agreement, which
copy is attached here as Exhibit 1 (the “Confidentiality Agreement”), including, without limitation, the provisions
regarding confidentiality, disclosure and assignment of inventions, non-competition, non-solicitation, disclosure of certain provisions
to future employers, tolling of post-employment obligations, and return of Company property. You further acknowledge that, pursuant
to Section 8 of the Confidentiality Agreement, the Confidentiality Agreement shall survive your separation from the Company. (In
case of a conflict between this Agreement and the Confidentiality Agreement, this Agreement shall control). You also acknowledge
and represent that you have returned all property of the Company as required in Section 19 of the Confidentiality Agreement, including,
without limitation, all documents, devices, equipment, keys, security passes, credit cards, hardware, data, databases, source code,
object code, and data or computer programming code stored on an optical or electronic medium, and any copies thereof, relating
to uniQure’s business and affairs, including any Confidential Information or any reference thereto, and you further represent
that you are in compliance with Section 19 of the Confidentiality Agreement. Notwithstanding the foregoing, nothing in Exhibit
1 or set forth herein is intended to or shall interfere with your rights under the Defend Trade Secrets Act of 2016 which provides,
in part, that “[a]n individual shall not be held criminally or civilly liable under any federal or state trade secret law
for the disclosure of a trade secret that (A) 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.
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Scott T. McMillan
Separation Agreement
Page 7
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13.
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Consulting. You agree that you will provide consulting services to the Company as requested
on an as-needed basis for the period from September 1, 2019 through and including October 31, 2019 (the “Consulting Period”).
You will provide consulting services consistent with your current position with the Company and assist in the transition of the
manufacturing and operations organization. Such services will be directed by the Executive Vice President, Operations, and may
include consulting services related to manufacturing, operations, product development, project management, human resources issues,
and other related fields. The services shall be limited to no more than eight hours per week. As compensation, you will receive
payments totaling thirteen thousand ninety-one dollars ($13,091.00) (the “Consulting Fee”). The Consulting Fee will
be paid in two installments: one-half with the Separation Payment and one-half within thirty days of the end of the Consulting
Period. For clarity, the parties intend that your grants of equity in the Company will continue to vest during the Consulting Period
on the same terms as if you had remained an employee of the Company during that period, and will cease to vest immediately following
the end of the Consulting Period.
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14.
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Governing Law and Interpretation. This Agreement shall be construed in accordance with the
laws of the Commonwealth of Massachusetts without regard to choice or conflict of law principles. 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.
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15.
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Interpretation of Agreement. This Agreement sets forth the entire agreement between the
parties pertaining to the subject matter hereof. Notwithstanding the foregoing, this Agreement does not abrogate, limit, or otherwise
impair any of the Company’s rights or any of your post-employment obligations under the Confidentiality, Developments and
Restrictive Covenants Agreement. Likewise, this Agreement does not supersede or impair any of the terms or condition of any Performance
Share Unit Agreement, Share Option Agreement, or the Company’s Amended and Restated 2014 Share Incentive Plan.
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Scott T. McMillan
Separation Agreement
Page 8
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16.
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No Reliance. You represent and acknowledge that, in executing this Agreement, you do not
rely and have not relied upon any representation or statement outside this written agreement made by any of the Releasees or by
any of the Releasees’ agents, representatives or attorneys with regard to the subject matter, basis or effect of this
Agreement.
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17.
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Waiver. 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.
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18.
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Severability and Modification. Should any term or provision of this Agreement be declared
illegal, invalid or unenforceable by any court of competent jurisdiction and if such provision cannot be modified to be enforceable,
such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect. Provided
however, if your General Release is found invalid, illegal, and/or unenforceable, you agree to
enter into a full and General Release with the Company that is not invalid, illegal and/or unenforceable without payment of additional
consideration.
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19.
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Amendment. This Agreement shall be binding upon the parties and may not be modified in any
manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the parties
hereto. This Agreement is binding upon and shall inure to the benefit of the parties and their respective agents, assigns, heirs,
executors, successors and administrators.
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20.
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Representation. You represent that the Company has advised you, and you have had the opportunity,
to thoroughly discuss all aspects of this Agreement with legal counsel, that you have read and understand the provisions
herein, and that you are voluntarily entering into this Agreement.
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uniQure, Inc.
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/s/ Matthew Kapusta
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By:
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Matthew Kapusta
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Chief Executive Officer
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Scott T. McMillan
Separation Agreement
Page 9
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AGREED TO AND EXECUTED THIS 16th DAY OF SEPTEMBER
2019.
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/s/ Scott T. McMillan
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Scott T. McMillan
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Scott T. McMillan
Separation Agreement
Page 10
EXHIBIT 1
Confidentiality,
Developments, and Restrictive Covenants Agreement
