Exhibit 10.1


 


November 11, 2021


 


William Geist


 


		Re:	Separation Agreement



 


Dear Will:


 


Your employment with Quanterix
Corporation (the “Company”) shall end effective November 12, 2021 (the “Separation Date”). The purpose of
this letter agreement (the “Agreement”) is to set forth the terms of your transition and separation from the Company. Payment
of the Severance Benefit described below is contingent on your agreement to and compliance with the terms of this Agreement, as set forth
below. This Agreement shall become effective (the “Effective Date”) on the eighth (8th) day following the date on which
you sign it and do not revoke it, as described in Section 9 below. If you decide to execute the Agreement, please do so and return
one fully executed original to me within twenty one (21) days, also as described in Section 8 below.


 


1.            Transition
Period and Separation of Employment. Your employment with the Company shall conclude on the
Separation Date. Following the Separation Date, you shall not be and shall not represent yourself as an employee or agent of the Company.


 


2.            Final
Wages and Payments.  You shall be paid your final wages and accrued but unused vacation through
the Separation Date, subject to all applicable plan or policy requirements, and less all applicable withholdings and deductions.


 


3.            Benefit
Coverage. Your participation in the Company’s healthcare, dental and vision insurance
coverage shall end the last day of the month of the Separation Date. Following that month, you may continue coverage for any or all these
benefits through the Consolidated Omnibus Budget Reconciliation Act of 1985,
29 U.S.C. § 1161 et seq. (“COBRA”). Details regarding COBRA
shall be sent to your home address following the Separation Date.


 


4.            Severance
Benefit. Provided that you sign and comply with this Agreement, the Company agrees to provide
you with the following payments and benefits (together, the “Severance Benefit”):


 


a.            The
Company agrees to continue payment of your current base salary between the Separation Date and November 12, 2022 (i.e., a total of
$400,000.00), less all applicable withholdings and deductions. The period of time between the Separation Date and November 12, 2022
shall be referred to herein as the “Severance Period.” The first installment will include any payment(s) that otherwise
would have been made between the Separation Date and the Effective Date.


 


b.            The
Company agrees to pay you a single lump sum amount equal to your annual target bonus of $200,000, less all applicable withholdings and
deductions. This payment shall be issued on the Company’s next regularly-scheduled payroll date following the Effective Date.


 






     


     


    

 


c.            The
Company shall continue your participation in the Company’s group health plan
benefits to the extent authorized by and consistent with COBRA, with the cost of the regular premium for such benefits shared in the same
relative proportion by the Company and you as in effect on the date of termination until the earlier of (i) the end of the Severance
Period; or (ii) the date you become eligible for health benefits through another employer or otherwise become ineligible for COBRA
(“Health Benefits Continuation Payments”). Notwithstanding the above, if the Company otherwise determines in its sole discretion
that it cannot provide the foregoing Health Benefits Continuation Payments without potentially violating applicable law (including but
not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act),
the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to the Company’s portion of the monthly
COBRA premium (as described above) that you would be required to pay to continue your group health coverage in effect on the date of your
termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made on the last
day of each month regardless of whether COBRA continuation coverage remains available and shall end on the earlier of (1) the end
of the Severance Period, or (2) the date you become eligible for health benefits through another employer or otherwise become ineligible
for COBRA.


 


d.            Subject
to Section 5 below and the remaining terms and conditions of the Equity Plan and Equity Agreements (each as defined in Section 5
below), the Equity Agreements are hereby amended, effective as of the later of (i) the Separation Date; or (ii) the Effective
Date, such that outstanding but unvested equity awards that would have vested during
the Severance Period had you remained employed during such time shall accelerate and become fully vested and exercisable.


 


You acknowledge and agree
that the Severance Benefit is not intended to and does not constitute a severance plan or confer a benefit on anyone other than the parties.
You further acknowledge that except for the Severance Benefit, any accrued but unused vacation, and any documented and appropriate business
expenses incurred prior to the Separation Date and properly submitted under Company policy (with such amounts to be paid to you in accordance
with the Company’s regular payroll practices and applicable law), you are not now and shall not in the future be entitled to any
other compensation from the Company including, without limitation, other wages, commissions, bonuses, incentive compensation, vacation
pay, holiday pay, paid time off, stock, stock options, equity, or any other form of compensation or benefit.


 


5.            Equity.
To the extent applicable, the terms and conditions of the Company’s 2017 Employee, Director and Consultant Equity Incentive Plan
(the “Equity Plan”), and restricted stock unit agreement, option agreement and any other equity agreement executed by you
pursuant thereto (together, the “Equity Agreements”), are expressly incorporated by reference and shall survive the signing
of this Agreement. Subject to Section 4.d. herein: (a) any unvested stock options, restricted shares or any other form of equity
under the Equity Plan, Equity Agreements or otherwise that are outstanding or unvested as of the Separation Date shall immediately lapse
and be forfeited as of the Separation Date; and (b) you shall not have any right to acquire or vest in any stock options, restricted
shares or any other form of equity under the Equity Plan, Equity Agreements or otherwise following the Separation Date. You acknowledge
and agree that the Company does not guarantee or make any representations regarding the tax consequences of this provision or the tax
treatment of any of your stock options.


 


6.            Unemployment
Benefits. By virtue of your separation of employment, you shall be entitled to apply for
unemployment benefits. The determination of your eligibility for such benefits shall be made by the appropriate state agency pursuant
to applicable state law. The Company agrees that it shall not contest any claim for unemployment benefits by you. The Company, of course,
shall not be required to falsify any information.


 






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7.            Your
Covenants. You expressly acknowledge and agree to the following:


 


a.            Post-Employment
Contract Obligations. You shall adhere to any agreements you have signed regarding post-employment obligations (for instance, non-disclosure,
confidentiality, intellectual property, etc.), which agreements are expressly incorporated by reference and shall survive the signing
of this Agreement to the extent allowable under applicable law.


 


b.            Return
of Property. You promptly shall return to the Company all Company documents, files and property (and any copies hereof), and you shall
abide by any and all Company policies and applicable common law and statutory obligations relating to the protection of the Company’s
trade secrets and confidential and proprietary information.


 


c.            Confidentiality.
All information relating in any way to the negotiation of this Agreement, including the terms and amount of financial consideration provided
for in this Agreement, shall be held confidential by you and shall not be publicized or disclosed to any third party, provided
that: (i) disclosure may be made to an immediate family member, legal counsel or financial advisor who agrees in writing to be bound
by these confidentiality obligations; (ii) nothing herein shall restrict the Company from disclosing the terms of this Agreement
as necessary and appropriate pursuant to standard recordkeeping and accounting practices; (iii) nothing herein shall restrict you
or the Company from making any disclosures mandated or permitted by state or federal law; and (iv) nothing herein shall restrict
you or the Company from providing documents or information to a state or federal agency or commission (including, but not limited to,
the Equal Employment Opportunity Commission, the Securities and Exchange Commission, the National Labor Relations Board, the Occupational
Safety and Health Administration, or any other government agency or commission), or from participating in an investigation with any such
agency or commission.


 


d.            Non-Disparagement.
You shall not make any statements that are professionally or personally disparaging about, or adverse to, the interests of the Company
(including its officers, directors, employees and consultants) including, but not limited to, any statements that disparage any person,
product, service, finances, financial condition, capability or any other aspect of the business of the Company, and you shall not engage
in any conduct which could reasonably be expected to harm professionally or personally the reputation of the Company (including its officers,
directors, employees and consultants), provided that nothing herein shall restrict you from making any disclosures mandated by
state or federal law, or from participating in an investigation with a state or federal agency, or providing documents or information
to a state or federal agency, if requested by the agency to do so.


 


e.            Cooperation.
You will cooperate with the Company in the defense or prosecution of claims now in existence or which may be brought or threatened in
the future against or on behalf of the Company, including claims or actions against its affiliates and its and their officers and employees.
Your cooperation in connection with such matters or events includes, but is not limited to: (i) assisting with audits, inspections,
proceedings or other inquiries; (iv) preparing for, attending and participating in any legal proceedings (including affidavits, depositions,
consultation, discovery or trial); and (v) cooperating fully with the Company, its officers, employees, agents, affiliates, and attorneys,
including outside counsel, on any other matters related to the Company’s or any affiliated company’s business that arose during
the period of your employment with the Company (“Matters”). Such cooperation shall include providing true and accurate information
or documents concerning, or affidavits or testimony about, all or any Matters at issue in any proceedings/Matters as shall from time to
time be requested by the Company, and are within your knowledge.  Should you be contacted by any person or entity adverse to the
Company (for example, by any party representing an individual or entity), you shall promptly notify the Company’s General Counsel.
You shall be reimbursed for any reasonable costs and expenses approved in advance by the Company and incurred in connection with providing
such cooperation under this section.


 






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f.              Transition
Assistance. During the six-week period following your Separation Date, you shall assist the Company in matters relating to the transition
of your employment. Such assistance shall include (i) meeting with the Company regarding matters in which you have been involved
during your employment; (ii) transitioning your duties and responsibilities to other employee(s) of the Company; (iii) transferring
knowledge relating to projects or activities in which you were engaged during your employment; (iv) assisting with the with the development
of the Company’s 2022 annual operating plan; and (iv) such other assistance as is reasonably requested by the Company. Any
assistance requested pursuant to this paragraph shall be scheduled and performed in a manner consistent with any future business affairs.


 


g.             Employee
and Consultant Non-Solicitation. During the one (1) year period following your Separation Date, you shall not, directly or indirectly,
in any manner, solicit, entice or attempt to persuade any other employee or consultant of the Company to leave the services of the Company
for any reason. You acknowledge and agree that if you violate this provision, then the 1-year non-solicitation period shall be tolled
and shall not run during any period in which you engage in such violation.


 


h.             Material
Breach. A breach of any of the above sub-sections shall constitute a material breach of this Agreement and, in addition to any other legal
or equitable remedy available to the Company, shall entitle the Company to recover any Severance Benefit paid to you hereunder.


 


8.             Your
Release of Claims.


 


a.             Release.
You hereby agree and acknowledge that by signing this Agreement and accepting the Severance Benefit, and for other good and valuable consideration
provided for in this Agreement, you are waiving and releasing your right to assert any form of legal claim against the Company1
whatsoever for any alleged action, inaction or circumstance, known or unknown, existing or arising from the beginning of time through
the Separation Date. Your waiver and release herein is intended to bar any form of legal claim, charge, complaint or any other form of
action (jointly referred to as “Claims”) against the Company seeking any form of relief including, without limitation, equitable
relief (whether declaratory, injunctive or otherwise), the recovery of any damages or any other form of monetary recovery whatsoever (including,
without limitation, back pay, front pay, compensatory damages, emotional distress damages, punitive damages, attorneys’ fees and
any other costs) against the Company, for any alleged action, inaction or circumstance, known or unknown, existing or arising through
the Separation Date. Without limiting the generality of the foregoing, you specifically waive and release the Company from any waivable
claim arising from or related to your employment relationship with the Company or separation therefrom through the Separation Date including,
without limitation:


 





i.            Claims
under any California, Massachusetts, or any other state or federal statute, regulation or executive order (as amended through the Separation
Date) relating to employment, discrimination, harassment, retaliation, fair employment practices, leaves of absence, layoffs or reductions-in-force,
wages, hours, or any other terms and conditions of employment, including but not limited to the Age Discrimination in Employment Act and
Older Workers Benefit Protection Act, the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of 1964, the Civil Rights
Act of 1991, the Equal Pay Act, the Americans With Disabilities Act, the National Labor Relations Act, the Family and Medical Leave Act,
the Employee Retirement Income Security Act of 1974, COBRA, the Worker Adjustment and Retraining Notification Act, the Lilly Ledbetter
Fair Pay Act, the Genetic Information Non-Discrimination Act, the California Fair Employment and Housing Act, the California Family Rights
Act, the California Labor Code, the California Equal Pay Law, the California Occupational Health and Safety Act of 1973, the Massachusetts
Fair Employment Practices Statute, the Massachusetts Equal Rights Act, the Massachusetts Civil Rights Act, the Massachusetts Privacy Statute,
the Massachusetts Sexual Harassment Statute, the Massachusetts Wage Act, the Massachusetts Minimum Fair Wages Act, the Massachusetts Equal
Pay Act, and any similar California, Massachusetts or other state or federal statute; please note that this section specifically includes
a release of Claims for payments or amounts covered by California or Massachusetts wage payment statutes, minimum wage statutes, and overtime
wage statutes (including, for instance, hourly wages, salary, overtime, minimum wages, commissions, vacation pay, holiday pay, sick leave
pay, dismissal pay, bonus pay or severance pay).


 





 



1              For purposes
of this section, “the Company” means Quanterix Corporation and its divisions, affiliates, parents, subsidiaries and related
entities, and its and their owners, shareholders, partners, directors, officers, employees, trustees, agents, successors and assigns.


 






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ii.             Claims
under any California, Massachusetts, or any other state or federal common law theory including, without limitation, wrongful discharge,
retaliation, breach of express or implied contract, promissory estoppel, unjust enrichment, breach of a covenant of good faith and fair
dealing, violation of public policy, defamation, interference with contractual relations, intentional or negligent infliction of emotional
distress, invasion of privacy, misrepresentation, deceit, fraud or negligence or any claim to attorneys’ fees under any applicable
statute or common law theory of recovery.


 


iii.            Any
other Claim arising under other state or federal law.


 


b.            Release
Limitations; Participation in Agency Proceedings. Notwithstanding the foregoing, this section does not:


 


i.              Release
the Company from any obligation expressly set forth in this Agreement.


 


ii.            Waive
or release any legal claims which you may not waive or release by law, including obligations under workers’ compensation laws.


 


iii.            Prohibit
you from challenging the validity of this release under federal law.


 


iv.            Prohibit
you from filing a charge or complaint of employment-related discrimination with the Equal Employment Opportunity Commission (“EEOC”)
or similar state agency, or from participating in any investigation or proceeding conducted by the EEOC or similar state agency, or from
responding to any requests for information or documents from the EEOC or similar state agency.


 






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Your waiver and release, however,
are intended to be a complete bar to any recovery or personal benefit by or to you with respect to any claim (except those which cannot
be released under law), including those raised through a charge with the EEOC. Accordingly, nothing in this section shall be deemed to
limit the Company’s right to seek immediate dismissal of such charge or complaint on the basis that your signing of this Agreement
constitutes a full release of any individual rights under the federal discrimination laws, or to seek restitution to the extent permitted
by law of the economic benefits provided to you under this Agreement in the event you successfully challenge the validity of this release
and prevail in any claim under the federal discrimination laws.


 


c.            Waiver
of Rights under Section 1542. You hereby agree that you waive and relinquish all rights and benefits granted to you under Section 1542
of the Civil Code of the State of California. Section 1542 of the Civil Code provides that:


 


A general release does not extend
to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release which, if known by him,
must have materially affected his settlement with the debtor.


 


You acknowledge that you have
read the above Civil Code Section 1542, and that your release of all rights and benefits pursuant to such Civil Code Section are
fully understood. Pursuant to Civil Code Section 1542, you acknowledge that you may hereafter discover facts different from or in
addition to facts which you now know or believe to be true with regard to the released claims, and further agree that this Agreement shall
remain effective in all respects, notwithstanding such discovery of new or different facts, including any such facts which may give rise
to currently unknown claims or rights which you may have under Civil Code Section 1542.


 


d.            Acknowledgement.
You acknowledge and agree that, but for providing this waiver and release, you would not be receiving the Severance Benefit provided
to you under the terms of this Agreement.


 


9.            ADEA/OWBPA
Review and Revocation Period. You and the Company acknowledge that you have specific rights
under the Age Discrimination in Employment Act (the “ADEA”) and the Older Workers Benefit Protection Act (the “OWBPA”)
which prohibit discrimination on the basis of age. It is the Company’s desire and intent to make certain that you fully understand
the provisions and effects of this Agreement, which include a release of claims under the ADEA and OWBPA. To that end, you have been encouraged
and given the opportunity to consult with legal counsel for the purpose of reviewing the terms of this Agreement. Consistent with the
provisions of the ADEA and OWBPA, the Company also is providing you with twenty one (21) days in which to consider and accept the
terms of this Agreement by signing below and returning it to the Company’s Chief Human Resources Officer. You may rescind your assent
to this Agreement if, within seven (7) days after you sign this Agreement, you deliver by hand or send by mail (certified,
return receipt and postmarked within such seven (7) day period) a notice of rescission to the Company’s Chief Human Resources
Officerat the Company at the above-referenced address.


 


10.          Taxes.
 The Company does not guarantee the tax treatment or tax consequences associated with any payment
or benefit arising under this Agreement including, but not limited to, consequences related to Section 409A of the Internal Revenue
Code of 1986, as amended (“Code Section 409A”).


 






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11.          Entire
Agreement; Modification; Waiver; Choice of Law; Enforceability. You acknowledge and agree
that, other than the agreements or specified agreement sections expressly stated as surviving herein, this Agreement supersedes any and
all prior or contemporaneous oral and/or written agreements between you and the Company, and sets forth the entire agreement between you
and the Company. No variations or modifications hereof shall be deemed valid unless reduced to writing and signed by the parties hereto.
The failure of the Company to seek enforcement of any provision of this Agreement in any instance or for any period of time shall not
be construed as a waiver of such provision or of the Company’s right to seek enforcement of such provision in the future. This Agreement
shall be deemed to have been made in Massachusetts, shall take effect as an instrument under seal within Massachusetts, and shall be governed
by and construed in accordance with the laws of Massachusetts, without giving effect to conflict of law principles. You agree that any
action, demand, claim or counterclaim relating to the terms and provisions of this Agreement, or to its breach, shall be commenced in
Massachusetts in a court of competent jurisdiction, and you further acknowledge that venue for such actions shall lie exclusively in Massachusetts
and that material witnesses and documents would be located in Massachusetts. Both parties hereby waive and renounce in advance any right
to a trial by jury in connection with such legal action. The provisions of this Agreement are severable and if for any reason any part
hereof shall be found to be unenforceable, the remaining provisions shall be enforced in full.


 


12.          Knowing
and Voluntary Agreement; Advice of Counsel. By executing this Agreement, you are acknowledging
that: (a) you have been afforded sufficient time to understand the terms and effects of this Agreement; (b) your agreements
and obligations hereunder are made voluntarily, knowingly and without duress; (c) neither the Company nor its agents or representatives
have made any representations inconsistent with the provisions of this Agreement ; and (d) you have had the opportunity to engage
counsel to advise you on all of the terms and effects of this Agreement, and to negotiate this Agreement on your behalf, prior to executing
this Agreement.


 


This Agreement may be signed on one or more electronic
or facsimile counterparts, each of which when signed shall be deemed to be an original, and all of which together shall constitute one
and the same original agreement.


 


If the foregoing correctly sets forth our understanding,
please sign, date and return the enclosed copy of this Agreement within twenty one (21) days.


 


Sincerely,


 





	QUANTERIX CORPORATION	 
	 	 
	By:	/s/ Kevin Hrusovsky	 
	 	 
	Date:	November 11, 2021	 



 



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Acknowledged and Agreed:


 





	/s/ William Geist	 
	William Geist	 
	 	 
	Date:	 November 11, 2021	 



 



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