Browse EX-10 agreements

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Execution Version

GUARANTEE AGREEMENT

GUARANTEE AGREEMENT (this “Guarantee”), dated as of September 3, 2026, by and among the Persons listed on the signature pages hereto under the caption “Guarantors,” any additional Persons that may become Guarantors hereunder pursuant to a duly executed joinder agreement in the form attached as Exhibit A hereto (each an “Additional Guarantor,” collectively, the “Additional Guarantors” and together with the Guarantors as of the date hereof, each a “Guarantor” and collectively, the “Guarantors”) and Barclays Bank PLC, as administrative agent (in such capacity and including any successors in such capacity, the “Administrative Agent”) for the Lenders (as defined in the Credit Agreement referred to below).

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Exhibit 10.1

EXECUTION VERSION

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CREDIT AGREEMENT

dated as of September 3, 2026,

among

DPC HOLDINGS PLC,

as the Company,

DONCASTERS LIMITED, and

DONCASTERS INC.,

as Borrowers,

the OTHER BORROWERS from time to time party hereto,

the LENDERS from time to time party hereto

and

BARCLAYS BANK PLC,

as Administrative Agent

BARCLAYS BANK PLC,

BANK OF CHINA,

ROYAL BANK OF CANADA,

NATWEST BANK,

COMMERZBANK AKTIENGESELLSCHAFT, LONDON BRANCH and

MORGAN STANLEY SENIOR FUNDING, INC.,

as Joint Lead Arrangers

and

BARCLAYS BANK PLC,

BANK OF CHINA,

ROYAL BANK OF CANADA and

NATWEST BANK,

as Joint Bookrunners

BARCLAYS BANK PLC,

as Documentation Agent

TABLE OF CONTENTS

Page

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EMPLOYMENT AGREEMENT FOR WILLIAM GROSSMAN

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between enGene USA, Inc., its successors and assigns (the “Company”) and William Grossman (the “Executive”) as of June 15, 2026.

WHEREAS, the Company desires to retain the Executive to serve in a part-time capacity as the Company’s Chief Medical Officer and the Executive desires to serve in such capacity on behalf of the Company.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Company and the Executive hereby agree as follows:

1.

Employment.

(a)

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June 15, 2026 (revised as requested on July 13, 2026)

By Email

Alexander Nichols

RE: Separation Agreement & General Release

Dear Alex:

This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with enGene USA, Inc. (“enGene” or the “Company”). You and the Company agree as follows:

1.

Separation Date. Your last day of employment with the Company will be July 15, 2026 (“Separation Date”). You will receive your salary at your regular rate of pay through your Separation Date. Your employment and your participation in the Company’s employee benefit plans and programs will terminate on your Separation Date.

2.

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June 15, 2026 (revised as requested on July 7, 2026)

By Email

Anthony Cheung

RE: Transition Services Agreement & General Release

Dear Anthony:

This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with enGene Inc. (“enGene” or the “Company”) and transition to a consultant. You and the Company agree as follows:

1.

Separation Date. Your last day of employment with the Company will be September 30, 2026 (“Separation Date”). You will receive your salary at your regular rate of pay through your Separation Date. Your employment and your participation in the Company’s employee benefit plans and programs will terminate on your Separation Date.

2.

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June 15, 2026

By Email

David Ryan Daws

RE: Separation Agreement & General Release

Dear Ryan:

This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with enGene USA, Inc. (“enGene” or the “Company”). You and the Company agree as follows:

1.

Separation Date. Your last day of employment with the Company will be July 15, 2026 (“Separation Date”). You will receive your salary at your regular rate of pay through your Separation Date. Your employment and your participation in the Company’s employee benefit plans and programs will terminate on your Separation Date.

2.

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FORM OF RETENTION BONUS AGREEMENT

THIS RETENTION BONUS AGREEMENT (the “Agreement”), entered into by and between enGene USA, Inc. (“the Company”) and [NAME] (the “Employee”), shall be effective _____, 2026.

WHEREAS, the Company has determined that it is appropriate to award a retention bonus to the Employee whose continued service is particularly important to the success of the Company.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.

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June 15, 2026

By Email

Lee G. Giguere

RE: Separation Agreement & General Release

Dear Lee:

This letter of agreement and general release (“Agreement”) confirms our mutual agreement regarding the terms and conditions of your separation from employment with enGene USA, Inc. (“enGene” or the “Company”). You and the Company agree as follows:

1.

Separation Date. Your last day of employment with the Company will be July 15, 2026 (“Separation Date”). You will receive your salary at your regular rate of pay through your Separation Date. Your employment and your participation in the Company’s employee benefit plans and programs will terminate on your Separation Date.

2.

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Exhibit 10.9(a)

FORM OF RETENTION BONUS AGREEMENT

THIS RETENTION BONUS AGREEMENT (the “Agreement”), entered into by and between enGene USA, Inc. (“the Company”) and NAME (the “Employee”), shall be effective _____, 2026.

WHEREAS, the Company has determined that it is appropriate to award a retention bonus to the Employee whose continued service is particularly important to the success of the Company.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.

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FOR CANADIAN EMPLOYEES Exhibit 10.9(b)

FORM OF RETENTION BONUS AGREEMENT

THIS RETENTION BONUS AGREEMENT (the “Agreement”), entered into by and between enGene Inc. (“the Company”) and NAME (the “Employee”), shall be effective June ____, 2026.

WHEREAS, the Company has determined that it is appropriate to award a retention bonus to the Employee whose continued service is particularly important to the success of the Company.

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.

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ENGENE HOLDINGS INC.

AMENDED AND RESTATED 2023 EQUITY INCENTIVE PLAN

RESTRICTED SHARE UNIT AGREEMENT

This RESTRICTED SHARE UNIT AGREEMENT (the “Agreement”), dated as of [●](the “Date of Grant”), is delivered by enGene Therapeutics Inc., a company organized under the laws of British Columbia, Canada and formerly known as enGene Holdings Inc. (the “Company”), to [●](the “Participant”).

RECITALS

The enGene Holdings Inc. Amended and Restated 2023 Equity Incentive Plan (the “Plan”) provides for the grant of restricted Share Units in accordance with the terms and conditions of the Plan. The Committee has decided to make this grant of restricted Share Units as an inducement for the Participant to promote the best interests of the Company and its shareholders in the future. This grant of restricted Share Units solely relates to the Participant’s services to the Company during the period described in Section 3 and does not provide any compensation to the Participant for any services rendered by the Participant prior to the Date of Grant, nor shall this Agreement be interpreted in such

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EMPLOYMENT AGREEMENT FOR KATHLEEN RICHTON

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into by and between enGene USA, Inc., its successors and assigns (the “Company”) and Kathleen Richton (the “Employee”) as of the date first written below.

WHEREAS, the Company desires to promote the Employee to serve as the Company’s Senior Vice President, Finance and the Employee desires to serve in such capacity on behalf of the Company.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the Company and the Employee hereby agree as follows:

1.

Employment.

(a)

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