Exhibit 10.1


 


Transition Agreement and Release


 


This Transition Agreement and Release
(“Agreement”) is made by and between STEPHEN SMOLINSKI (“Executive”) and SELECTA BIOSCIENCES,
INC. (the “Company”) (collectively referred to as the “Parties” or individually referred
to as a “Party”) as of June 25, 2020 (the “Effective Date”). Capitalized terms used but not
defined in this Agreement shall have the meanings set forth in the Employment Agreement (as defined below).


 


WHEREAS, the Parties have previously
entered into that certain Employment Agreement, dated as of October 26, 2017 (the “Employment Agreement”) and
that certain Employee Nondisclosure, Noncompetition and Assignment of Intellectual Property Agreement, dated as of October 26,
2017 (the “RCA”); and


 


WHEREAS, in connection with Executive’s
separation of employment with the Company, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges,
actions, petitions, and demands that Executive may have against the Company and any of the Releasees (as defined below), including,
but not limited to, any and all claims arising out of or in any way related to Executive’s employment with or separation
from the Company or its subsidiaries or affiliates but, for the avoidance of doubt, nothing herein will be deemed to release any
rights or remedies in connection with Executive’s ownership of vested equity securities of the Company, vested benefits or
Executive’s right to defense or indemnification by the Company or any of its affiliates pursuant to contract or applicable
law (collectively, the “Retained Claims”). The Company agrees not to contest Executive’s application for
unemployment benefits; provided that nothing herein shall prohibit the Company from responding truthfully to requests for information
from, or require the Company to make any false or misleading statements to, any governmental authority.


 


NOW, THEREFORE, in consideration of
the mutual promises made herein, the Company and Executive hereby agree as follows:


 


1.       Separation;
Services; Compensation.


 


(a)        Executive’s
employment with the Company and its subsidiaries will end on (i) August 18, 2020 or (ii) such earlier date as selected by the Company
in accordance with the terms of this Agreement (the actual date of Executive’s separation of employment, the “Separation
Date”), provided that if the Company selects a Separation Date that is earlier than August 18, 2020, the Company will
pay Executive in Executive’s final paycheck the base salary Executive would have earned during the period commencing on the
Separation Date selected by the Company and ending August 18, 2020. As of the Separation Date, Executive will cease to serve as
an employee, director, officer or in any other position with the Company and its subsidiaries and will cease to exercise or convey
any authority (actual, apparent or otherwise) on behalf of the Company and its subsidiaries. During the period commencing on the
Effective Date and ending on the Separation Date (the “Transition Period”), Executive will continue performing
substantially the same duties and responsibilities as Executive has historically provided to the Company or as are otherwise reasonably
requested by the Company from time to time, including to assist in the orderly transition of Executive’s duties to a successor.
Executive will perform Executive’s duties during the Transition Period in substantially the same manner and with substantially
the same effort, time commitment and level of care as Executive has historically performed duties for the Company prior to the
Effective Date.


 


(b)       During
the Transition Period, Executive will continue receiving Executive’s Annual Base Salary at the same rate that applies on
the Effective Date and will remain eligible to participate in the Company’s employee benefit plans to the same extent as
Executive is eligible as of the Effective Date, subject to the terms and conditions of such employee benefit plans as in effect
from time to time.


 






    


     


    

 


(c)        Executive’s
employment with the Company will at all times remain terminable by either Executive or the Company at will and nothing in this
Agreement confers upon Executive any right to continue to serve as an employee or other service provider of the Company or interferes
with or restricts the rights of the Company to discharge or terminate the services of Executive at any time for any or no reason,
with or without Cause, subject to the provisions of Section 2.


 


2.       Severance Payments; Salary and Benefits. 


 


(a)       Except
as otherwise provided in Section 2(b), if Executive remains continuously employed by the Company through August 18, 2020 or if
the Company terminates Executive’s employment on or prior to August 18, 2020 for reasons other than Cause or material breach
of this Agreement, then subject to Executive’s continued compliance with the RCA and Executive’s execution and delivery
to the Company of the release of claims attached hereto as Addendum 1 (the “Bring-Down Release”) before the
later of 30 days following the Separation Date and 45 days following the date this Agreement was first provided to Executive (and
the Bring-Down Release becoming effective and irrevocable), Executive will be entitled to the severance payments and benefits provided
in Sections 2(a)(i) – (ii).


 


(i)       The Company will pay
or provide to Executive the severance payments and benefits described in Section 4(b) of the Employment Agreement (the “Severance
Payments”), payable at the times set forth in the Employment Agreement; provided that (A) “Payment Date”
as used in the Employment Agreement shall mean the next regular payday following the effective date of the Bring-Down Release and
(B) the period for COBRA-related severance benefits in Section 4(b)(iii) of the Employment Agreement will end upon the earliest
of (x) December 31, 2021, (y) the date that Executive and/or Executive’s covered dependents become no longer eligible for
COBRA or (z) the date Executive becomes eligible to receive medical, dental or vision coverage as applicable, from a subsequent
employer; and


 


(ii)       Each vested and exercisable
option to purchase shares of the Company’s common stock held by Executive as of the Separation Date (each, a “Vested
Option”) will remain outstanding and exercisable in accordance with its terms for a period of two years following the
Separation Date, provided that (A) no Vested Option will remain outstanding past the original final expiration date of the Vested
Option and (B) each Vested Option will in all events remain subject to earlier termination in connection with a corporate transaction
or event as set forth in the documents governing the Vested Option.


 


(b)        Notwithstanding
anything in Section 2(a) to the contrary, Executive acknowledges and agrees that if Executive at any time accepts an offer of employment
from Swedish Orphan Biovitrum AB (Publ), a Swedish corporation (“SOBI”), or any of its affiliates, Executive
shall not be entitled to receive any further Severance Payments and the Company shall entitled to immediately cease paying or providing
such Severance Payments.


 


(c)       Upon
Executive’s separation of employment for any reason, to the extent not already paid, and subject to the terms and conditions
of the Employment Agreement, the Company shall pay or provide to Executive all other payments or benefits described in Section
3(c) of the Employment Agreement, subject to and in accordance with the terms thereof.


 






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3.       Release
of Claims. Executive agrees that, other than with respect to the Retained Claims, and subject to the last two sentences of
this Section 3, the foregoing consideration represents settlement in full of all outstanding obligations owed to Executive by the
Company, any of its direct or indirect subsidiaries and affiliates, and any of their current and former officers, directors, equity
holders, managers, employees, agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators,
insurers, trustees, divisions, and subsidiaries and predecessor and successor corporations and assigns (collectively, the “Releasees”).
Executive, on Executive’s own behalf and on behalf of any of Executive’s affiliated companies or entities and any of
their respective heirs, family members, executors, agents, and assigns (collectively, the “Employee Parties”),
other than with respect to the Retained Claims, and except as provided in the last two sentences of this Section 3, hereby and
forever releases the Releasees from any matters of any kind, whether presently known or unknown, suspected or unsuspected, that
Executive may possess against any of the Releasees arising from any omissions, acts, facts, or damages that have occurred up until
and including the Effective Date, including, without limitation:


 


(a)       any
and all claims relating to or arising from Executive’s employment or service relationship with the Company or any of its
direct or indirect subsidiaries or affiliates and the termination of that relationship;


 


(b)       any
and all claims relating to, or arising from, Executive’s right to purchase, or actual purchase of any shares of stock or
other equity interests of the Company or any of its affiliates, including, without limitation, any claims for fraud, misrepresentation,
breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal
law;


 


(c)       any
and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment; retaliation;
breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory
estoppel; negligent or intentional infliction of emotional distress; fraud; negligent or intentional misrepresentation; negligent
or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander;
negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; conversion; and disability benefits;


 


(d)       any
and all claims for violation of any federal, state, or municipal statute, including, but not limited to, Title VII of the Civil
Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990;
the Equal Pay Act; the Fair Credit Reporting Act; the Age Discrimination in Employment Act of 1967; the Older Workers Benefit Protection
Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and
Medical Leave Act; and the Sarbanes-Oxley Act of 2002;


 


(e)       any
and all claims for violation of the federal or any state constitution;


 


(f)        any
and all claims arising out of any other laws and regulations relating to employment or employment discrimination;


 


(g)       any
claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any
of the proceeds received by Executive as a result of this Agreement;


 


(h)       any
and all claims arising out of the wage and hour and wage payment laws and regulations of the state or states in which Executive
has provided service to the Company or any of its affiliates (including without limitation the Massachusetts Payment of Wages Law);
and


 






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(i)       any
and all claims for attorneys’ fees and costs.


 


Executive agrees that the release set forth in this section
shall be and remain in effect in all respects as a complete general release as to the matters released. Notwithstanding anything
to the contrary contained in this Agreement, this release does not release claims that cannot be released as a matter of law, including,
but not limited to, Executive’s right to report possible violations of federal law or regulation to any governmental agency
or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities Exchange Act of 1934 or
Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state or federal law or regulation,
Executive’s right to file a charge with or participate in a charge, investigation or proceeding by the Equal Employment Opportunity
Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer
laws related to employment, against the Company (with the understanding that Executive’s release of claims herein bars Executive
from recovering monetary or other individual relief from the Company or any Releasee in connection with any charge, investigation
or proceeding, or any related complaint or lawsuit, filed by Executive or by anyone else on Executive’s behalf before the
federal Equal Employment Opportunity Commission or a comparable state or local agency), claims for unemployment compensation or
any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in certain
of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements vested
as of the Effective Date, pursuant to written terms of any employee benefit plan of the Company or its affiliates and Executive’s
right under applicable law, claims for reimbursement of approved business expenses incurred prior to the Effective Date, rights
to vested equity awards under any applicable award agreement issued pursuant to the Company’s 2016 Incentive Award Plan,
rights or claims Executive may have as a shareholder of the Company, and any Retained Claims. This release further does not release
claims for breach of Section 3(c), Section 4(b) or Section 4(c) of the Employment Agreement or claims arising after the Effective
Date.


 


4.       Restrictive
Covenant Agreement. Executive agrees to continue to abide by the terms of the RCA, which are hereby incorporated by reference
into this Agreement. Executive acknowledges that Executive’s obligations under the RCA will survive Executive’s separation
of employment with the Company for the periods set forth in the RCA. Notwithstanding the foregoing, the Company acknowledges and
agrees that Executive’s acceptance of an offer from, and employment with, SOBI or any of its affiliates as contemplated in
Section 2(b) of this Agreement, will not be deemed a breach of the non-competition covenant set forth in Section 6 of the RCA.


 


5.       Mutual
Non-Disparagement. Executive agrees that, at all times, Executive shall refrain from making any negative, critical, or disparaging
statements, implied or express, concerning the Company, its affiliates and their respective directors, officers, agents, or employees.
The Company agrees that it shall instruct the members of the Board to refrain from making any negative, critical, or disparaging
statements, implied or express, concerning Executive. However, nothing in this Section 5 prohibits either Party’s disclosure
of information that is required to be disclosed to enforce this Agreement or to comply with applicable law or order of a court
or other regulatory body of competent jurisdiction.


 


6.       Trade
Secrets. In accordance with 18 U.S.C. § 1833, notwithstanding anything to the contrary in this Agreement, the Employment
Agreement or the RCA (together, the “Subject Documents”): (i) Executive shall not be in breach of any Subject
Document, and shall not be held criminally or civilly liable under any federal or state trade secret law (x) for the disclosure
of a trade secret that is made in confidence to a federal, state, or local government official or to an attorney solely for the
purpose of reporting or investigating a suspected violation of law, or (y) for the disclosure of a trade secret that is made in
a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal; and (ii) if Executive
files a lawsuit for retaliation by the Company for reporting a suspected violation of law, Executive may disclose the trade secret
to Executive’s attorney, and may use the trade secret information in the court proceeding, if Executive files any document
containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order. Furthermore, the
Parties agree that nothing in the Subject Documents prohibits Executive from reporting possible violations of federal law or regulation
to any governmental agency or entity in accordance with the provisions of and rules promulgated under Section 21F of the Securities
Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower protection provisions of state
or federal law or regulation.


 






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7.       Severability.
In the event that any provision or any portion of any provision hereof or any surviving agreement made a part hereof becomes or
is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue
in full force and effect without said provision or portion of provision.


 


8.       No
Oral Modification. This Agreement may only be amended in a writing signed by Executive and a duly authorized officer of the
Company.


 


9.       Governing
Law. This Agreement shall be subject to the provisions of Sections 9(a) and 9(c) of the Employment Agreement.


 


10.     Voluntary
Execution of Agreement. Executive understands and agrees that Executive executed this Agreement voluntarily, without any duress
or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of Executive’s
claims against the Company and any of the other Releasees. Executive acknowledges that: (a) Executive has read this Agreement;
(b) Executive has not relied upon any representations or statements made by the Company that are not specifically set forth in
this Agreement; (c) Executive has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel
of Executive’s own choice or has elected not to retain legal counsel; (d) Executive understands the terms and consequences
of this Agreement and of the releases it contains; and (e) Executive is fully aware of the legal and binding effect of this Agreement.


 


IN WITNESS WHEREOF, the Parties have
executed this Agreement on the respective dates set forth below.


 


[signature page
follows]


 




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	 	EXECUTIVE
	 	 
	Dated: 	6/25/2020	 	/s/ Stephen Smolinski
	 	STEPHEN SMOLINSKI
	 	 
	 	SELECTA BIOSCIENCES, INC.
	 	 
	Dated:	6/25/2020		By:	/s/ Carsten Brunn
	 	 	Name: Carsten Brunn
	 	 	Title: CEO



 




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Addendum 1


 


Release of Claims


 


Reference is made to
the Transition Agreement and Release, dated as of June__, 2020, to which this Release of Claims is attached (the “Agreement”).
Capitalized terms used but not defined in this Release of Claims will have the meanings given to them in the Agreement.


 


Release of Claims.
For and in consideration of the payment to me of the benefits described in Section 2(a) of the Agreement, I, on my own behalf and
on behalf of the Employee Parties, hereby and forever release the Releasees from any matters of any kind, whether presently known
or unknown, suspected or unsuspected, that I may possess against any of the Releasees arising from any omissions, acts, facts,
or damages that have occurred up until and including the date I execute this Release of Claims, provided that this Release of Claims
does not release claims that cannot be released as a matter of law, including, but not limited to, my right to report possible
violations of federal law or regulation to any governmental agency or entity in accordance with the provisions of and rules promulgated
under Section 21F of the Securities Exchange Act of 1934 or Section 806 of the Sarbanes-Oxley Act of 2002, or any other whistleblower
protection provisions of state or federal law or regulation, my right to file a charge with or participate in a charge, investigation
or proceeding by the Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government
agency that is authorized to enforce or administer laws related to employment, against the Company (with the understanding that
my release of claims herein bars me from recovering monetary or other individual relief from the Company or any Releasee in connection
with any charge, investigation or proceeding, or any related complaint or lawsuit, filed by me or by anyone else on my behalf before
the federal Equal Employment Opportunity Commission or a comparable state or local agency), claims for unemployment compensation
or any state disability insurance benefits pursuant to the terms of applicable state law, claims to continued participation in
certain of the Company’s group benefit plans pursuant to the terms and conditions of COBRA, claims to any benefit entitlements
vested as of the Separation Date, pursuant to written terms of any employee benefit plan of the Company or its affiliates and my
rights under applicable law, claims for reimbursement of approved business expenses incurred prior to the Separation Date, rights
to vested equity awards under any applicable award agreement issued pursuant to the Company’s 2016 Incentive Award Plan,
rights or claims I may have as a shareholder of the Company, and any Retained Claims (collectively, the “Executive’s
Retained Claims”).


 


Acknowledgement
of Waiver of Claims Under ADEA. I have read this Release of Claims carefully and have been advised to consult with any attorney
and any other advisors of my choice prior to executing this Release of Claims, and I fully understand that by signing below I am
voluntarily giving up any right which I may have to sue or bring any claims against the Releasees other than the Executive’s
Retained Claims. I understand and acknowledge that I am waiving and releasing any rights that I may have under the Age Discrimination
in Employment Act of 1967 (the “ADEA”), and that this waiver and release is knowing and voluntary. I understand
and agree that this Release of Claims does not apply to any rights or claims that may arise under the ADEA after the date I sign
this Release of Claims. I understand and acknowledge that the consideration given for this Release of Claims is in addition to
anything of value to which I was already entitled. I further understand and acknowledge that I have been advised by this writing
that: (a) I have 45 days within which to consider this Release of Claims and the Demographic Notice provided herewith and I expressly
agree that such time period to review these documents shall not be extended upon any material or immaterial changes to this Release
of Claims; (b) I have 7 business days following my execution of this Release of Claims to revoke this Release of Claims by delivering
written notice to the Company’s Vice President, Human Resources; (c) this Release of Claims will not be effective until after
the foregoing revocation period has expired; and (d) nothing in this Release of Claims prevents or precludes me from challenging
or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent,
penalties, or costs for doing so, unless specifically authorized by federal law. In the event that I sign this Release of Claims
and return it to the Company in less than the 45 day period identified above, I hereby acknowledge that I have freely and voluntarily
chosen to waive the time period allotted for considering this Release of Claims. I have not been forced or pressured in any manner
to sign this Release of Claims, and I agree to all of its terms voluntarily.


 









    


     


    

 


Effective Date.
I acknowledge and agree that I have 7 business days after I sign this Release of Claims to revoke it, and this Release of Claims
will become effective on the 8th business day after I sign this Release of Claims, so long as it has been signed by the Parties
and has not been revoked by either Party before such date.


 


Voluntary Execution
of Release of Claims. I understand and agree that I executed this Release of Claims voluntarily, without any duress or undue
influence on the part or behalf of the Company or any third party, with the full intent of releasing all of my claims against the
Company and any of the other Releasees. I acknowledge that: (a) I have read this Release of Claims; (b) I have not relied upon
any representations or statements made by the Company that are not specifically set forth in this Release of Claims; (c) I have
been represented in the preparation, negotiation, and execution of this Release of Claims by legal counsel of my own choice or
have elected not to retain legal counsel; (d) I understand the terms and consequences of this Release of Claims and of the releases
it contains; and (e) I am fully aware of the legal and binding effect of this Release of Claims.


 


This Release of Claims
is final and binding and may only be amended in a writing signed by me and a duly authorized officer of the Company. This Agreement
shall be subject to the provisions of Sections 9(a) and 9(c) of the Employment Agreement.


 


For the avoidance of
doubt, this Release of Claims does not replace or in any way limit the general release and waiver in Section 3 of the Agreement.





 


	Executed: ___________ __, 2020	 
	 	 
	 	 
	STEPHEN SMOLINSKI	 




 






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