EX-10.110-Q·CIK 1640266·0001640266-26-000006

EX-10.1

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FILING DETAILS

Filer
Voyager Therapeutics, Inc.
Period of report
Jun 30, 2026
Filed
Aug 06, 2026
SEC file no.
001-37625
State of inc.
DE
SIC
2836
Location
LEXINGTON, MA

1

Exhibit 10.1

EMPLOYMENTAGREEMENT

This Employment Agreement (this “Agreement”) is made as of December 17, 2024 (the “EffectiveDate”)byandbetweenVoyagerTherapeutics,Inc.(the“Company”)andAmyQuinlan (the “Executive”).

1.

Employment.The Company and the Executive desire that the Executive be employed as the Company’s Vice President, Finance.The employment relationship between the Company and the Executive shall be governed by this Agreement, with the Executive’s first day ofemploymentcommencingasofadatemutuallyagreeduponbytheCompanyandtheExecutive, butinnoeventlaterthanJanuary13,2025(the“CommencementDate”),andcontinuingineffect untilterminatedbyeitherpartyinaccordancewiththisAgreement.Atalltimes,theExecutive’s employment with the Company will be “at-will,” meaning that the Executive’s employment may beterminatedbytheCompanyortheExecutiveatanytimeandforanyreason,subjecttotheterms of this Agreement.

2.

Position, Reporting and Duties.The Executive will serve as Vice President, Finance, reporting to the Company’s Chief Financial Officer (“CFO”).The Executive agrees to abideby the rules, regulations, instructions, personnel practices and policies oftheCompany and any changes therein that may be adopted from time to time by the Company.The Executive’s normal place of work will be in the Company’s Lexington, Massachusetts office (the “LexingtonOffice”), unless theExecutiveis traveling on behalfoftheCompany. The Executiveshall devote theExecutive’sfullworkingtimeandeffortstothebusinessandaffairsoftheCompanyandshall not engage in any other business activities without the prior written approval of the CFO and provided that such activities do not create a conflict of interest or otherwise interfere with the Executive’s performance of the Executive’s duties to the Company.

3.

CompensationandRelatedMatters.

(a)

BaseSalary.TheExecutivewillreceiveabasesalaryattheannualrateof$345,000 (“BaseSalary”),whichBaseSalaryissubjecttoreviewandredeterminationbytheCompanyfrom time to time.The Base Salary will be payable in a manner that is consistent with the Company’s usual payroll practices for senior executives.Based on the Commencement Date, the Executive will not be eligible to participate in the annual salary review for the 2025 calendar year.The Executiveshallbeeligibletoparticipateintheannualsalaryreviewforthe2026calendaryearand in the annual salary review for each subsequent year thereafter.

(b)

Annual Bonus.The Executive will be eligible to participate in the Company’s Senior Executive Cash Incentive Bonus Plan (the “Incentive Bonus Plan”), as approved by the Company’s Board of Directors (the “Board”), its Compensation Committee, or any other committeeoftheBoardfromtimetotime,commencingforcalendaryear2025.Thetermsofthe Incentive Bonus Plan shall be established and may be altered by the Board, its Compensation Committee, or any other committee of the Board in its or their sole discretion.For calendar year 2025,theExecutive’stargetbonusundertheIncentiveBonusPlanshallbe30%oftheExecutive’s BaseSalary.Anybonuspaidforcalendaryear2025willbeproratedbasedontheCommencement Date.Toearnanybonus,theExecutivemustbeemployedbytheCompanyonthedaysuchbonus ispaid,exceptasprovidedtothecontraryineitherSection6or7below,becausesuchbonusserves


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as an incentive for the Executive to remain employed with the Company.Both parties acknowledge and agree that any bonus is not intended and shall not be deemed a “wage” under any state or federal wage-hour law.

(c)

Equity.Subject to approval by the Company’s President & Chief Executive Officer, the Executive will be granted the following equity awards pursuant to and in accordance with the Company’s 2015 Stock Option and Incentive Plan (the “Plan”), consisting of an Option Award and an RSU Award (each as defined below):

1.

The Executive will be granted an option (the “Option Award”) to purchase 50,000 shares of the Company’s common stock (the “Common Stock”).The Option Award will be granted as of the Commencement Date (the “Option Grant Date”), with the sharesunderlyingtheOptionAward(the“OptionShares”)to(a)haveanexerciseprice pershareequaltotheclosingpriceoftheCommonStockonTheNasdaqGlobalSelect Market on the Option Grant Date and (b) vest and become exercisable, subject to the Executive’scontinuedserviceoneachapplicablevestingdate,asfollows:25%ofthe Option Shares will vest on the first anniversary of the Option Grant Date, and an additional2.0833%oftheOptionShareswillvestonamonthlybasisattheendofeach one-month period following the first anniversary of the Option Grant Date until the four-year anniversary of the Option Grant Date; and

2.

TheExecutivewillalsobegranted25,000restrictedstockunits,eachrepresentingthe righttoreceiveoneshareofCommonStock(the“RSUAward”),withtheRSUAward to (a) begranted as ofthefirst day of the first calendarquarterimmediately following theCommencementDate(the“RSUGrantDate”),and(b)vestandbecomesettleable, subject to the Executive’s continued service on each applicable vesting date, over a three-year period as follows:33.333% of the shares underlying the RSU Award will vest on the first anniversary of the RSU Grant Date and an additional 33.333% of the shares underlying the RSU Award will vest at the end of each one-year period followingthefirst anniversaryofthe RSUGrant Dateuntilthe three-year anniversary of the RSU Grant Date.

Each of the Option Award and the RSU Award will be subject to and governed by the terms and conditions of the Plan and the applicable equity award agreement between the Executive and the Company (collectively, the “Equity Documents”).

(d)

Employee Benefits.The Executive shall be entitled to full participation in the Company’s flexible vacation plan each calendar year and to such other holidays as the Company recognizes for employees having comparable responsibilities and duties.The Executive will be entitled to participate in the Company’s employee benefit plans, subject to the terms and the conditions of such plans, and the Company’s ability to amend and modify such plans at any time and from time to time without advance notice.

(e)

Signing Bonus.In further consideration of the obligations established for the Executive under the Confidentiality, Non-Solicitation, Non-Competition and Invention Assignment Agreement attached hereto as Exhibit A(the “Confidentiality Agreement”), the Executivewillreceiveaone-timesigningbonusof$75,000,lessallapplicabletaxesand

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withholdings (the“Signing Bonus”).TheSigning Bonus shall be payable in theCompany’s first regular payroll cycle following the Commencement Date.If the Company terminates the Executive’s employment for Cause (as defined below) or the Executive resigns without Good Reason (as defined below) prior to the second anniversary of the Commencement Date, the Executive will, within thirty (30) days following the Executive’s last day of employment, be obligated to repay the gross amount of the Signing Bonus paid to the Executive based on the following schedule: one hundred percent (100%) of the Signing Bonus if the Executive’s separationoccurswithintwelve(12)monthsfollowingtheCommencementDate,andfiftypercent (50%)oftheSigningBonusiftheExecutive’sseparationoccursbetweentwelve(12)andtwenty-four (24) months following the Commencement Date.

(f)

Reimbursement of Business Expenses.The Company shall reimburse the Executive for travel, entertainment, business development and other expenses reasonably and necessarily incurred by the Executive in connection with the Company’s business.Expense reimbursement shall be subject to such policies that the Company may adopt from time to time, including with respect to pre-approval.

4.

CertainDefinitions.

(a)

“Cause” means (A) the commission by the Executive of (i)any felony; or (ii)a misdemeanorinvolvingmoralturpitude,deceit,dishonestyorfraud;or(B)agoodfaithfindingby the Company of: (i)conduct by the Executive constituting a material act of misconduct in connection with the performance of the Executive’s duties, including, without limitation, misappropriationoffundsorpropertyoftheCompanyoranyofitssubsidiariesoraffiliatesother than the occasional, customary and de minimis use of Company property for personal purposes;

(ii)anyconductbytheExecutivethatwouldreasonablybeexpectedtoresultinmaterialinjuryor reputational harm to the Company or any of its subsidiaries and affiliates if the Executive were retainedintheExecutive’spositionbut,providedthatiftheCompanyreasonablydeterminesthat such conduct is capable of being cured, only after receipt of written notice by the Company reasonablydescribingsuchconductandiftheExecutivefailstoceaseandcuresuchconductwithin fifteen(15)daysofreceiptofsaidwrittennotice;(iii)continuednon-performancebytheExecutive of the Executive’s responsibilities hereunder (other than by reason of the Executive’s physical or mental illness, incapacity or disability) but, provided that if the Company reasonably determines that such conduct is capable of being cured, only after receipt of written notice by the Company reasonably describing such non-performance and the Executive’s failure to cure such non-performance within fifteen (15) days of receipt of said written notice; (iv)a breach by the Executive of any confidentiality or restrictive covenant obligations to the Company, including under the Confidentiality Agreement; (v)a material violation by the Executive of any of the Company’s written employment policies communicated to the Executive; (vi)a material misrepresentation made by the Executive in the scope of or concerning the Executive’s employmentwiththeCompany,including,withoutlimitation,amisrepresentationwithrespectto the absence of any obligation to any former employer or any other person or entity that would or does prevent, limit, or impair in any way the performance of the Executive’s duties to the Company; (vii) a finding or a decision by regulatory or law enforcement authorities of a material violation of anylaw or regulationthat would or does prevent, limit, or impair in any way the performance of the Executive’s duties to the Company or the scope of his employment with the Company;or(viii)failuretocooperatewithabonafideinternalinvestigationoraninvestigation

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byregulatoryorlawenforcementauthoritiesasprovidedunderSection13ofthisAgreement,after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation.

(b)

“Disabled” or “Disability” means the Executive is unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or withoutreasonableaccommodationforaperiodofonehundredandeighty(180)days(whichdays neednotbeconsecutive)inanytwelve(12)monthperiod.Ifanyquestionshallariseastowhether during any period the Executive is disabled so as to be unable to perform the essential functions oftheExecutive’sthenexistingpositionorpositionswithorwithoutreasonableaccommodation, theExecutivemay,andattherequestoftheCompanyshall,submittotheCompanyacertification in reasonable detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such Disability is expected to continue, and such certification shall for the purposes of this Agreement be conclusive of the issue.The Executive shall cooperate with any reasonable requestofthephysicianinconnectionwithsuchcertification.Ifsuchquestionshallariseandthe Executiveshall fail to submit such certification, theCompany’s determination ofsuch issue shall be binding on the Executive.Nothing in this Section 4(b) shall be construed to waive the Executive’srights,ifany,underexistinglawincluding,withoutlimitation,theFamilyandMedical LeaveActof1993,29U.S.C.§2601etseq.,andtheAmericanswithDisabilitiesAct,42U.S.C.

§12101et seq.

(c)

“Good Reason” means that the Executive has complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events without the Executive’s consent: (A) a material diminution in the Executive’s responsibilities, authority or duties; (B) a material diminution in the Executive’s Base Salary except for a reduction of the Executive’s Base Salary that is part of an across-the-board salary reduction applied to substantially all senior management employees that is caused by the Company’s financial performance and is similar to and proportionately not greater than the reductions affecting all or substantially all senior management employees of the Company; (C) the relocation of the Executive’s principal place of business more than fifty (50) miles other than in a direction that reducestheExecutive’sdailycommutingdistance;or(D)thematerialbreachbytheCompanyof this Agreement or any other agreements between the Executive and the Company relating to the Option Award or the RSU Award.“Good Reason Process” means that (i) the Executive reasonably determines in good faith that a “Good Reason” condition has occurred; (ii) the Executive notifies the Company in writing of the first occurrence of the Good Reason condition within sixty (60) days of the first occurrence of such condition; (iii) the Executive cooperates in good faith with the Company’s efforts for thirty (30) days following such notice (the “CurePeriod”) to remedy the condition; (iv) notwithstanding such efforts, at least one Good Reason condition continues to exist; and (v) the Executive terminates the Executive’s employmentwithin sixty (60) days after the end of the Cure Period.If the Company cures the Good Reason condition during the Cure Period, Good Reason shall be deemed not to have occurred. The Company’s success at curing a Good Reason condition shall not bar or preclude the Executive’s right to notify the Company of the occurrence of another Good Reason condition and to proceed with the Good Reason Process.

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(d)

“Sale Event” means the consummation of (i)the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganizationorconsolidationpursuanttowhichtheholdersoftheCompany’soutstandingvoting powerimmediatelypriortosuchtransactiondonotownamajorityoftheoutstandingvotingpower of the surviving or resulting entity (or its ultimate parent, if applicable), (iii) the acquisition, directlyorindirectly,ofalloramajorityoftheoutstandingvotingstockoftheCompanyinasingle transaction or a series of related transactions by a Person or group of Persons, (iv) a Deemed LiquidationEvent(asdefinedintheCompany’sCertificateofIncorporation(asmaybeamended, restated or otherwise modified from time to time)), or (v) any other acquisition of the business of the Company, as determined by the Board.Notwithstanding the foregoing, a “Sale Event” shall notbedeemedtohaveoccurredasaresultof(a)amergereffectedsolelytochangetheCompany’s domicile,and(b)anacquisitionofsharesofCompanycommonstockbytheCompanywhich,by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by any person to amajority of theoutstanding shares of common stock ofthe Company; provided, however, that if any person referred to in this clause (b) shall thereafter become the beneficial owner of any additional shares (other than pursuant to a stock split, stock dividend, or similar transaction or as a result of an acquisition of shares directly from the Company)andimmediatelythereafterbeneficiallyownsamajorityofthethenoutstandingshares, then a “Sale Event” shall be deemed to have occurred for purposes of this clause (b). Notwithstanding theforegoing, where required to avoid extra taxation underSection 409A ofthe Internal Revenue Code of 1986, as amended (the “Code”), a Sale Event must also satisfy the requirements of Treas. Reg. Section 1.409A-3(a)(5).

(e)

“Sale Event Period” means the period ending twelve (12) months following the consummation of a Sale Event.

(f)

“Terminating Event” means termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason.A Terminating Event does not include: (i) the termination of the Executive’s employment due to the Executive’s death or a determinationthattheExecutiveisDisabled;(ii)theExecutive’sresignation foranyreasonother than Good Reason, (iii) the Company’s termination of the Executive’s employment for Cause, or

(iv) any termination of this Agreement prior to the Commencement Date by either party for any reason.

5.

Compensation in Connection with a Termination for any Reason.If the Executive’s employment with the Company is terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate) any earned butunpaidBaseSalary,unpaidexpensereimbursements,andvestedemployeebenefits,eachasof the Date of Termination (as defined below).

6.

Severanceand Accelerated Vesting if a Terminating Event Occurs within theSaleEventPeriod.IntheeventaTerminatingEventoccurswithintheSaleEventPeriod,subject to the Executive signing and complying with a separation agreement in a form and manner satisfactory to the Company containing, among other provisions, a general release of claims in favoroftheCompanyandrelatedpersonsandentities,covenantstoreturnCompanypropertyand tonotdisparagetheCompany,areaffirmationoftheConfidentialityAgreementandatwelve(12) monthpost-employmentnon-competitionrestrictionwithascopeofprohibitedcompetitive

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activity no greater than that described in the Confidentiality Agreement (the “SeparationAgreement and Release”), and the Separation Agreement and Release becoming irrevocable (the datesuchSeparationAgreementandReleasebecomesirrevocable,the“ReleaseEffectiveDate”), all within sixty (60)days after the DateofTermination orby an earlier dateas determined by the Company, the following shall occur:

(a)

the Company shall pay to the Executive an amount equal to six (6) months of the Executive’s BaseSalary in effect immediately priorto theTerminating Event (orthe Executive’s Base Salary in effect immediately prior to the Sale Event, if higher), determined in each case immediately before any event that constitutes Good Reason (if applicable);

(b)

the Company shall pay to the Executive a pro-rated portion of the Executive’s annualbonusattargetfortheyearinwhichterminationoccurs,withsuchprorationtobebasedon the Date of Termination;

(c)

if the Executive timely elects and is eligible to continue receiving group health insurancepursuanttothe“COBRA”law,theCompanywill,untiltheearlierof(x)thedatethatis six(6)monthsfollowingtheDateofTermination,and(y)thedateonwhichtheExecutiveobtains alternative coverage (as applicable, the “Sale Event COBRA Contribution Period”), continue to pay theshareofthepremiums forsuch coverageto thesameextent it was paying such premiums on the Executive’s behalf immediately prior to the Date of Termination.The remaining balance of any premium costs during the Sale Event COBRA Contribution Period, and all premium costs thereafter, shall be paid by the Executive monthly for as long as, and to the extent that, the Executive remains eligible for COBRA continuation.The Executive agrees that, should the Executive obtain alternative medical and/or dental insurance coverage prior to the date that issix

(6) months following the Date of Termination, the Executive will so inform the Company in writingwithinfive(5)businessdaysofobtainingsuchcoverage.Notwithstandinganythingtothe contraryherein,intheeventthattheCompany’spaymentoftheamountsdescribedinSection6(c) wouldsubjecttheCompanytoanytaxorpenaltyunderthePatientProtectionandAffordableCare Act (as amended from time to time, the “ACA”) or Section 105(h) of the Internal Revenue Code of 1986, as amended (“Section 105(h)”), or applicable regulations or guidance issued under the ACA or Section 105(h), the Executive and the Company agree to work together in good faith to restructure such benefit; and

(d)

one hundred percent (100%) of all equity awards held by the Executive that vest solely based on continued service shall immediately accelerate and become fully exercisable or nonforfeitableasoftheDateofTerminationandtheprovisionsofthisSection6(d)shallbedeemed to be incorporated by reference into the agreements governing all such awards.

For avoidance of doubt, the Separation Agreement and Release for purposes of this Agreement shall not require a waiver of any rights under the indemnification agreement between the Company and the Executive or any rights described in Section 5 above.Notwithstanding the foregoing, if the Executive’s employment is terminated in connection with a Sale Event and the Executiveimmediatelybecomesreemployedbyanydirectorindirectsuccessortothebusinessor assets of theCompany, thetermination ofthe Executive’s employment upon theSale Event shall not be considered a termination without Cause for purposes of this Agreement.

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The amounts payable under Sections6(a) and 6(b) shall be paid out in substantially equal installmentsinaccordancewiththeCompany’spayrollpracticeoversix(6)monthscommencing within sixty (60) days after the Date of Termination (but no sooner than the Release Effective Date);provided,however,thatifthesixty(60)dayperiodbeginsinonecalendaryearandendsin asecondcalendaryear,theseveranceshallbepaidorshallbegintobepaidinthesecondcalendar year by the last day of such sixty (60) day period.Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

7.

Severance if a Terminating Event Occurs Outside the Sale Event Period.In theeventaTerminatingEventoccursatanytimeotherthanduringtheSaleEventPeriod,subject totheExecutivesigningtheSeparationAgreementandReleaseandtheSeparationAgreementand Release becoming irrevocable, all within sixty (60) days after the Date of Termination or by an earlier date as determined by the Company, the following shall occur:

(a)

the Company shall pay to the Executive an amount equal to six (6) months of the Executive’s Base Salary in effect immediately prior to the Terminating Event (but only after disregarding any event that constitutes Good Reason);

(b)

the Company shall pay to the Executive a pro-rated portion of the Executive’s annual bonus target for the year in which termination occurs, with such proration to be based on the Date of Termination; and

(c)

if the Executive timely elects and is eligible to continue receiving group health insurancepursuanttothe“COBRA”law,theCompanywill,untiltheearlierof(x)thedatethatis six(6)monthsfollowingtheDateofTermination,and(y)thedateonwhichtheExecutiveobtains alternativecoverage(asapplicable,the“Non-SaleEventCOBRAContributionPeriod”),continue topaytheshareofthepremiumsforsuchcoveragetothesameextentitwaspayingsuchpremiums on the Executive’s behalf immediately prior to the Date of Termination.The remaining balance of any premium costs during the Non-Sale Event COBRA Contribution Period, and all premium coststhereafter,shallbepaidbytheExecutiveonamonthlybasisforaslongas,andtotheextent that, the Executive remains eligible for COBRA continuation.The Executive agrees that, should theExecutive obtain alternativemedical and/or dental insurance coveragepriorto thedatethat is six (6) months following the Date of Termination, the Executive will so inform the Company in writingwithinfive(5)businessdaysofobtainingsuchcoverage.Notwithstandinganythingtothe contraryherein,intheeventthattheCompany’spaymentoftheamountsdescribedinSection7(c) wouldsubjecttheCompanytoanytaxorpenaltyundertheACAorSection105(h),orapplicable regulationsorguidanceissuedundertheACAorSection105(h),theExecutiveandtheCompany agree to work together in good faith to restructure such benefit.

The amounts payable under Section7(a) and 7(b) shall be paid out in substantially equal installmentsinaccordancewiththeCompany’spayrollpracticeoversix(6)monthscommencing within sixty (60) days after the Date of Termination (but no sooner than the Release Effective Date);provided,however,thatifthesixty(60)dayperiodbeginsinonecalendaryearandendsin asecondcalendaryear,theseveranceshallbegintobepaidinthesecondcalendaryearbythelast day of such sixty (60) day period.Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).

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8.

Confidentiality, Non-Solicitation, Non-Competition and Invention AssignmentAgreement.The Executive acknowledges and agrees that the Executive must, as a condition of theExecutive’semployment,execute,nolaterthantheCommencementDate,theConfidentiality Agreement attached hereto as Exhibit Aindicating the Executive’s agreement to all of the Executive’s obligations thereunder. The Executive further acknowledges that the Executive’s receipt of the grant of the Option Award and RSU Award as set forth in Section 3(c) above and the Signing Bonus as set forth in 3(e) above is contingent on the Executive’s agreement to the post-employment non-competition provisions set forth in the Confidentiality Agreement. The Executive further acknowledges that such consideration was mutually agreed upon by the ExecutiveandtheCompanyandisfairandreasonableinexchangefortheExecutive’scompliance with such non-competition obligations.The terms of the Confidentiality Agreement are incorporated by reference in this Agreement and the Executive hereby reaffirms the terms of the ConfidentialityAgreementasamaterialtermofthisAgreement.TheExecutivefurtherrepresents thattheExecutiveisnotunderanyobligationtoanyformeremployeroranyotherpersonorentity whichwouldordoesprevent,limit,orimpairinanywaytheperformancebytheExecutiveofthe Executive’s duties pursuant to this Agreement.

9.

AdditionalLimitation.

(a)

Anything in this Agreement to the contrary notwithstanding, in the event that the amountofanycompensation,paymentordistributionbytheCompanytoorforthebenefitofthe Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreementorotherwise,calculatedinamannerconsistentwithSection280GoftheCodeandthe applicableregulationsthereunder(the“Aggregate Payments”),wouldbesubjecttotheexcisetax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; providedthatsuchreductionshallonlyoccurifitwouldresultintheExecutivereceivingahigher AfterTaxAmount(asdefinedbelow)thantheExecutivewouldreceiveiftheAggregatePayments werenotsubjecttosuchreduction.Insuchevent,theAggregatePaymentsshallbereducedinthe following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subjecttoSection280Gof the Code:(i)cash paymentsnotsubjecttoSection409A of the Code;

(ii)cash payments subject to Section 409A of the Code; (iii)equity-based payments and acceleration; and (iv)non-cash forms of benefits; provided that in the case of all the foregoing AggregatePaymentsallamountsorpaymentsthatarenotsubjecttocalculationunderTreas.Reg.

§1.280G-1,Q&A-24(b) or(c)shallbe reduced before anyamountsthat are subjecttocalculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c).

(b)

For purposes of this Section, the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments.For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for thecalendaryearinwhichthedeterminationistobemade,andstateandlocalincometaxesatthe highestmarginalratesofindividualtaxationineachapplicablestateandlocality,netofthe

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maximumreductioninfederalincometaxeswhichcouldbeobtainedfromdeductionofsuchstate and local taxes.

The determination as to whether a reduction in the Aggregate Payments shall be made pursuant to this Section shall bemadeby anationally recognized accounting firm selected by the CompanypriortotheSaleEvent(the“AccountingFirm”),whichshallprovidedetailedsupporting calculations both to theCompany and theExecutivewithin fifteen (15)business days oftheDate ofTermination,ifapplicable,oratsuchearliertimeasisreasonablyrequestedbytheCompanyor the Executive.Any determination by the Accounting Firm shall be binding upon the Company and the Executive.

10.

Section409A.

(a)

Anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s “separation from service” within the meaning of Section 409A of the Code, the Company determines that the Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i)oftheCode,thentotheextentanypaymentorbenefitthattheExecutivebecomes entitled to under this Agreement on account of the Executive’s separation from service would be considered deferred compensation subject to the twenty percent (20%) additional tax imposed pursuanttoSection409A(a)oftheCodeasaresultoftheapplicationofSection409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall not be provided until the date that is the earlier of (i)six (6) months and one (1) day after the Executive’s separation from service, or (ii) the Executive’s death.

(b)

The parties intend that this Agreement will be administered in accordance with Section409AoftheCode.TotheextentthatanyprovisionofthisAgreementisambiguousasto itscompliancewithSection409AoftheCode,theprovisionshallbereadinsuchamannersothat all payments hereunder comply with Section 409A of the Code.Each payment hereunder that is paidininstalment(whetherseverancepayments,reimbursementsorotherwise)shallbetreatedas a right to receive a series of separate payments and, accordingly, each instalment payment hereunder shall at all times be considered a separate and distinct payment.Neither the Company northeExecutiveshallhavetherighttoaccelerateordeferanypayment(orinstallment)hereunder unless permitted or required by Code Section 409A.

(c)

All in-kind benefits provided and expenses eligible for reimbursement under this AgreementshallbeprovidedbytheCompanyorincurredbytheExecutiveduringthetimeperiods set forth in this Agreement.All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred.The amount of in-kind benefits providedorreimbursableexpensesincurredinonetaxableyearshallnotaffectthein-kindbenefits tobeprovidedortheexpenseseligibleforreimbursementinanyothertaxableyear.Suchrightto reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit.

(d)

To the extent that any payment or benefit described in this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the Code, and to the extent that such payment or benefit is payable upon the Executive’s termination of employment, then such payments or benefits shall be payable only upon the Executive’s “separation from service.”The

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determinationofwhetherandwhenaseparationfromservicehasoccurredshallbemadein accordance with the presumptions set forth in Treasury Regulation Section 1.409A-1(h).

(e)

The Company makes no representation or warranty and shall have no liability to theExecutiveoranyotherpersonifanyprovisionsofthisAgreementaredeterminedtoconstitute deferredcompensationsubjecttoSection409AoftheCodebutdonotsatisfyanexemptionfrom, or the conditions of, such Section.

11.

Taxes.All forms of compensation referred to in this Agreement are subject to reductiontoreflectapplicablewithholdingandpayrolltaxesandotherdeductionsrequiredbylaw. The Executive hereby acknowledges that the Company does not have a duty to design its compensation policies in a manner that minimizes tax liabilities.

12.

NoticeandDateofTermination.

(a)

Notice of Termination.The Executive’s employment with the Company may be terminated by the Company or the Executive at any time and for any reason, subject to the terms ofthisAgreement.AnyterminationoftheExecutive’semployment(otherthanbyreasonofdeath) shall becommunicated by written Noticeof Termination from one party hereto to the otherparty heretoinaccordancewiththisSection.ForpurposesofthisAgreement,a“NoticeofTermination” shallmeananoticewhichshallindicatethespecificterminationprovisioninthisAgreementrelied upon.

(b)

Date of Termination.“Date of Termination” shall mean: (i) if the Executive’s employment is terminated by the Executive’s death, the date of the Executive’s death; (ii)if the Executive’s employment is terminated on account of Executive’s Disability or by the Company forCauseorwithoutCause,thedatespecifiedintheNoticeofTermination;(iii)iftheExecutive’s employment is terminated by the Executive for any reason except for Good Reason, thirty (30) daysafterthedatespecifiedintheNoticeofTermination,and(iv)iftheExecutive’semployment isterminatedbytheExecutivewithGoodReason,thedatespecifiedintheNoticeofTermination given after the end of the Cure Period.Notwithstanding the foregoing, in the event that the ExecutivegivesaNoticeofTerminationtotheCompany,theCompanymayunilaterallyaccelerate the Date of Termination and such acceleration shall not result in the termination being deemed a termination by the Company for purposes of this Agreement.

13.

Litigation and Regulatory Cooperation.During and after the Executive’s employment, and at all times, so long as there is not a significant conflict with the Executive’s then employment, the Executive shall cooperate reasonably with the Company in the defense or prosecutionofanyclaimsoractionsnowinexistenceorwhichmaybebroughtinthefutureagainst or on behalf of the Company which relate to events or occurrences that transpired while the ExecutivewasemployedbytheCompany.TheExecutive’sreasonablecooperationinconnection withsuchclaimsoractionsshallinclude,butnotbelimitedto,beingavailabletomeetwithcounsel to prepare for discovery or trial and to act as a witness on behalf of the Company at mutually convenient times.During and after the Executive’s employment, the Executive also shall cooperate reasonably with the Company in connection with any investigation or review of the Company by any federal, state or local regulatory authority as any such investigation or review relatestoeventsoroccurrencesthattranspiredwhiletheExecutivewasemployedbytheCompany.

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The Company shall reasonably compensate the Executive for the time dedicated to, and shall reimburse the Executive for any reasonable out of pocket expenses incurred in connection with, the Executive’s performance of the obligations set forth in this Section; provided, however, that the Company will not pay the Executive any fee or amount for time spent providing testimony in any arbitration, trial, administrative hearing or other proceeding.

14.

Other Conditions to Employment.The Executive’s employment is contingent upon reference and background checks satisfactory to the Company. The Executive shall, prior to commencing employment, make himself available for and cooperate with the Company in obtaining such checks on the Executive, including providing any and all consents necessary to theaccomplishmentoftheforegoing.TheExecutiveshallalsoprovidetimelydocumentationof his identity and eligibility to work in the United States, as required by federal law.

15.

Relief.If the Executive breaches, or proposes to breach, any portion of this Agreement,includingtheConfidentialityAgreement,or,ifapplicable,theSeparationAgreement and Release, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach, and, if applicable, theCompanyshallhavetherighttosuspendorterminatethepayments,benefitsand/oraccelerated vesting,asapplicable.SuchsuspensionorterminationshallnotlimittheCompany’sotheroptions withrespecttorelieffor suchbreachandshallnotrelievetheExecutiveoftheExecutive’sduties under this Agreement, the Confidentiality Agreement or the Separation Agreement and Release.

16.

Scope of Disclosure Restrictions. Nothing in this Agreement or the Confidentiality Agreement prohibits the Executive from communicating with government agencies about possible violations of federal, state, or local laws or otherwise providing informationtogovernmentagencies,filingacomplaintwithgovernmentagencies,orparticipating in government agency investigations or proceedings.The Executive is not required to notify the Company of any such communications; provided, however, that nothing herein authorizes the disclosureofinformationtheExecutiveobtainedthroughacommunicationthatwassubjecttothe attorney-client privilege. Further, notwithstanding the Executive’s confidentiality and nondisclosureobligations,theExecutiveisherebyadvisedasfollowspursuanttotheDefendTrade SecretsAct:“AnindividualshallnotbeheldcriminallyorcivillyliableunderanyFederalorState tradesecret lawforthedisclosureofatradesecret that (A)is made(i)in confidenceto aFederal, 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.An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secretinformationinthecourtproceeding,iftheindividual(A)filesanydocumentcontainingthe tradesecretunderseal;and(B)doesnotdisclosethetradesecret,exceptpursuanttocourtorder.”

17.

Governing Law; Consent to Jurisdiction; Forum Selection.The resolution of any disputes as to the meaning, effect, performance or validity of this Agreement or the Confidentiality Agreement, or arising out of, related to, or in any way connected with the Executive’s employment with the Company or any other relationship between the Executive and the Company (“Disputes”) will be governed by the law of the Commonwealth of Massachusetts, excludinglawsrelatingtoconflictsorchoiceoflaw.TheExecutiveandtheCompanysubmitto

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theexclusivepersonaljurisdictionofthefederalandstatecourtslocatedintheCommonwealthof Massachusetts in connection with any Dispute or any claim related to any Dispute and agree that any claims or legal action shall be commenced and maintained solely in a state or federal court located in the Commonwealth of Massachusetts.

18.

Integration.ThisAgreement,togetherwiththeConfidentialityAgreementandthe Equity Documents, constitutes the entire agreement between the parties with respect to compensation, severance pay, benefits, and accelerated vesting and supersedes in all respects all prioragreementsbetweenthepartiesconcerningsuchsubjectmatter,includingwithoutlimitation any prior offer letter, draft employment agreement, or discussions relating to the Executive’s employmentrelationshipwiththeCompany.ForpurposesofthisAgreement,theCompanyshall include affiliates and subsidiaries thereof.

19.

Enforceability.If anyportionorprovisionof thisAgreement(including, without limitation, any portion or provision of any Section of this Agreement) shall to any extent be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement,ortheapplicationofsuchportionorprovisionincircumstancesotherthanthoseasto whichitissodeclaredillegalorunenforceable,shallnotbeaffectedthereby,andeachportionand provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

20.

Waiver.No waiver of any provision hereof shall 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, or the waiver by any party of any breach of this Agreement,shallnotpreventanysubsequentenforcementofsuchtermorobligationorbedeemed a waiver of any subsequent breach.

21.

Notices.Any notices, requests, demands and other communications provided for bythisAgreementshallbesufficientifinwritingand(i)sentbyemailtotheemailaddressesused bytheChiefHumanResourcesOfficeror,iftheCompanydoesnothaveaChiefHumanResources Officer at the time of the notice, the most senior officer in the human resources function of the Company (in the case of notices to the Company), or by the Executive (in the case of notices to the Executive) in their usual course of business; (ii) delivered by hand; (iii) sent by a nationally recognized overnight courier service or (iv) sent by registered or certified mail, postage prepaid, returnreceiptrequested,ineachcase(clauses(iii)and(iv))totheExecutiveatthelastaddressthe Executive has filed in writing with the Company, or (as applicable) to the Company at its main office, attention of theChiefHuman Resources Officer or, ifthe Company does not have a Chief HumanResourcesOfficeratthetimeofthenotice,themostseniorofficerinthehumanresources function of the Company.

22.

Amendment.This Agreement may be amended or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company.

23.

Assignment and Transfer by the Company; Successors.The Company shall have the right to assign and/or transfer this Agreement to any entity or person, including without limitation the Company’s parents, subsidiaries, other affiliates, successors, and acquirers of Companystockorotherassets,providedthatsuchentityorpersonreceivesallorsubstantiallyall oftheCompany’sassets.TheExecutiveherebyexpresslyconsentstosuchassignmentand/or

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transfer.ThisAgreementshallinuretothebenefitofandbeenforceablebytheCompany’s assigns, successors, acquirers and transferees.

24.

Counterparts.This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original, but all of which together shall constitute one and the same document.


INWITNESSWHEREOF,thepartieshaveexecutedthisAgreementeffectiveonthe Effective Date.

VOYAGER THERAPEUTICS, INC.
By: /s/ Alfred Sandrock, M.D., Ph.D
Alfred Sandrock, M.D., Ph.D.
President & Chief Executive Officer
Date: December 17, 2024
EXECUTIVE:
By: /s/ Amy Quinlan
Date: December 17, 2024


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