Exhibit 10.1


 


	 	 




 


November 9, 2020


 


William Geist


 


Re:        Employment Agreement


 


Dear Will:


 


Quanterix Corporation (the “Company”) is
pleased to offer you the full-time position of Chief Operating Officer, reporting to me. Your start date will be on or before November
16, 2020. We are excited about the prospect of you joining our team.


 


1.                 
Base Salary: The Company will pay you a salary at an annual rate of $400,000.00, paid at a bi-weekly rate
of $15,384.62, subject to periodic review and adjustment at the discretion of the Company.


 


2.                 
Bonus: You will be eligible to receive an annual performance bonus beginning with the Company’s 2021
performance year. Your annual bonus target will be up to $200,000.00 (the “Target Bonus”). The actual amount
earned will be subject to the achievement of the metrics and goals established by the Company. The annual bonus will be subject
to approval by and adjustment at the discretion of the Company, and the terms of any applicable bonus plan or award. You must be
actively employed by the Company on the date the annual bonus is paid to receive the bonus.


 


3.                 
Benefits: You will be eligible to participate in the employee benefits and insurance programs generally made available
to its full-time employees, including medical insurance, dental insurance, 401K Plan and match, ESPP, Flexible Spending Account,
term life insurance, and short and long term disability insurance. Details of these benefits programs, including mandatory employee
contributions, will be made available to you when you start. You also will be eligible to receive paid vacation time. You will
be eligible for up to 20 days of paid vacation per year, which shall accrue on a prorated basis. Other provisions of the Company’s
vacation policy are set forth in the policy itself.


 






     


     


    

 


William Geist


Employment Agreement


Page 2


 


4.                  Sign-On
Equity Award: You will be eligible to receive a sign-on equity award consisting of 40,045 restricted stock units
(RSUs). Your RSUs will vest over three (3) years, with one-third vesting on the first anniversary of your actual
start date. The remainder will vest ratably on a monthly basis over the next two years.  Your award will also be subject to the terms of our 2017
Employee, Director and Consultant Equity Incentive Plan and the Company’s form of award agreements. 


 


5.              
Sign-On Cash Payment: As further inducement to joining our Company and in consideration
of amounts forfeited by leaving your present position, you will be eligible to receive a sign-on cash payment in the amount of
$530,000.00, with $200,000.00 payable as soon as practicable after your actual start date and the balance of $330,000.00 payable
on February 28, 2021. You will be required to repay 50% of your sign-on cash payment should you voluntarily terminate your employment
with the Company without Good Reason (as defined below) within one year of your start date.


 


6.              
Long Term Equity Incentive Award: You will also be eligible to receive an annual equity grant as part of the Company’s
next long term equity incentive award cycle, which we expect to commence in the first quarter of 2021. The Company will target
a grant date fair value of the annual equity awards of up to $800,000.00. The value of your award will be discretionary and will
be subject to your achievement of the metrics and goals established by the Company. Your equity grant will be subject to valuation
methodologies and other terms and conditions applicable to other similarly situated executives of the Company, and will be subject
to Compensation Committee approval.


 


7.               Relocation.
In connection with your employment with the Company, you will be required to relocate to the Greater Boston, Massachusetts
area by July 1, 2021. The Company will reimburse your reasonable relocation expenses (including costs related to the packing, moving,
and unpacking of your household goods, personal effects and automobiles, travel expenses, up to two (2) house hunting trip for
you and your spouse, up to three (3) months temporary housing expenses, and closing costs and commissions on the sale of your current
home, but not including any loss on the sale of your home) (the “Relocation Expenses”). The Company will pay you an
additional amount sufficient to cover any taxes based on payments and reimbursements made to you under this Section such that the
net amount retained after-tax by you is equal to the amount of such payments and reimbursements in their non-taxable form (the
 “Relocation Gross-Up”). The Relocation Gross-Up will be paid in accordance with the normal payroll practices
of the Company and, to the extent required, in accordance with any applicable provision of Code Section 409A. Without limiting
the generality of the foregoing, all payments under this Section will be made in accordance with policies established by the Company
from time to time and be subject to receipt by the Company of receipts and other appropriate documentation. You
will be required to repay 50% of the amounts paid to you under this Section should you voluntarily terminate your employment with
the Company without Good Reason (as defined below) within one year of your start date.


 






     


     


    

 


William Geist


Employment Agreement


Page 3


 


8.              
At-Will Employment; Accrued Obligations: Your employment is “at will,” meaning you or the Company may
terminate your employment at any time for any or no reason. In the event of the termination of your employment for any reason,
the Company shall pay you the “Accrued Obligations,” defined as (1) your base salary through the date of termination;
(2) an amount equal to the value of your accrued unused vacation days; (3) the amount of any expenses properly incurred by you
on behalf of the Company prior to any such termination and not yet reimbursed; and (4) to
the extent not theretofore paid or provided, any other amounts or benefits required to be paid or provided or which you have earned
under any plan or agreement of or with the Company through the date of termination.


 


9.              
Severance: Without limiting the at-will nature of your employment relationship, if the Company terminates your employment
without Cause, or if you resign for Good Reason, the Company shall provide you with the following
termination benefits (the “Termination Benefits”): 


  


		(a)	Salary Continuation Payments. Continuation of your base
salary for a period of twelve (12) months after the date of termination (the “Severance
Period”) at the salary rate then in effect.



 


		(b)	Target Bonus. An amount equal to your applicable annual target bonus for the year of termination,
paid in one lump sum on the Company’s next regularly-scheduled payroll date following the effective date of the separation
agreement described below.



 


		(c)	Equity Acceleration. Notwithstanding anything to the contrary
in any applicable equity plan or award agreement, 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 as of the later of (A)
the termination date, or (B) the effective date of the separation agreement described below.



 






     


     


    

 


William Geist


Employment Agreement


Page 4



 


		(d)	Health Benefits Continuation. Continuation of group health plan benefits to the extent
authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “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, (x) in the event that the Severance Period extends beyond eighteen (18) months following your date of termination, or
(y) 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 (i.e., in the event that the Severance Period extends beyond eighteen (18) months following your date of termination)
and shall end on the earlier of (1) the end of the Severance Period, (2) the date you become eligible for health benefits through
another employer or otherwise become ineligible for COBRA; or (3) the last day of the twenty-fourth (24th) calendar month following
your termination date.





 


If the Company terminates your employment without
Cause, or if you resign for Good Reason, and the effective date of such termination occurs within the 90 day period immediately
preceding or the twelve (12) month period immediately following a Change-in-Control (such period the “Change-in-Control
Period” and such termination a “Change-in-Control Termination”), then in addition to the Termination
Benefits set forth immediately above:


 


Equity Acceleration. Notwithstanding anything
to the contrary in any applicable equity plan or award agreement, all of your outstanding but unvested equity awards shall accelerate
and become fully-vested and exercisable as of the later of (A) the termination date, or (B) the effective date of the separation
agreement described below, or (C) as of the Change-in-Control.


 


Notwithstanding anything to the contrary
in this Agreement, you shall not be entitled to any Termination Benefits unless (a) within 60 days of your date of
termination, you first (i) enter into, do not revoke, and comply with the terms of a separation agreement in a form
acceptable to the Company, which shall include a general release in favor of the Company and related persons and entities,
and other provisions regarding non-competition, confidentiality, cooperation, non-disparagement and the like as may be
included in the Company’s then current form of separation agreement (the “Release”); (ii) resign
from any and all positions, including, without implication of limitation, as a director, trustee, and officer, that you then
hold with the Company and any affiliate of the Company; and (iii) return all Company property and comply with any
instructions related to deleting and purging duplicates of such Company property, and (b) you comply with the terms of your
Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement or any other similar agreements with the Company.
The Salary Continuation Payments shall commence within 60 days after the date of termination and shall be made on the
Company’s regular payroll dates; provided, however, that if the 60-day period begins in one calendar year and ends in a
second calendar year, the Salary Continuation Payments shall begin to be paid in the second calendar year. In the event you
miss a regular payroll period between the date of termination and the first Salary Continuation Payment, the first Salary
Continuation Payment shall include a “catch up” payment.


 






     


     


    

 


William Geist


Employment Agreement


Page 5



 


For purposes of this Section:


 


“Cause” means the occurrence
of any of the following (and, if applicable, that the Company has complied with the Cause Process (hereinafter defined) following
the occurrence of a circumstance subject to the Cause Process): (i) theft, fraud, embezzlement, misappropriation of assets or property
of the Company, or material violation of your Non-Competition, Non-Solicitation, Confidentiality and Assignment Agreement; (ii)
dishonesty, gross negligence, misconduct, neglect of duties, or breach of fiduciary duty to the Company; (iii) violation of federal
or state securities laws; (iv) breach of an employment, consulting or other agreement with the Company; (v) the conviction of a
felony, or any crime involving moral turpitude, including a plea of guilty or nolo contendere; or (vi) continued, willful
and deliberate non-performance by you of your duties hereunder (other than by reason of your physical or mental illness, incapacity
or disability).


 


“Cause Process” means that
(1) the Company has reasonably determined in good faith that a “Cause” condition has occurred; (2) the Company has
notified you in writing of the first occurrence of the Cause condition within 60 days of the first occurrence of such condition;
(3) you are provided a period of 30 days following such notice (the “Cause Cure Period”) to remedy the condition;
(4) notwithstanding such efforts, the Company reasonably and in good faith determines at the end of the Cause Cure Period that
the Cause condition continues to exist; and (5) the Company terminates your employment within 30 days after the end of the Cause
Cure Period. If you cure the Cause condition during the Cause Cure Period, Cause shall be deemed not to have occurred. The Company
shall not be required to follow the Cause Process as to those conditions which it reasonably determines in good faith cannot be
cured within the Cause Cure Period. For the avoidance of doubt, you and the Company acknowledge and agree that clauses (i), (iii)
and (v) cannot be cured, and shall not be subject to the requirements of the Cause Process.


 






     


     


    

 


William Geist


Employment Agreement


Page 6



 


“Change-in-Control”
means the occurrence of any of the following events: (i) any “Person” (as such term is used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended) becomes the “Beneficial Owner” (as defined in Rule
13d-3 under said Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the
total voting power represented by the Company’s then outstanding voting securities; (ii) a change in the composition of
the Company’s Board of Directors occurring within a two-year period, as a result of which fewer than a majority of the
directors are Incumbent Directors. “Incumbent Directors” will mean directors who either (A) are directors of
the Company as of the date hereof, or (B) are elected, or nominated for election, to the Board with the affirmative
votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an
individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election
of directors to the Company); (iii) the consummation of a merger or consolidation of the Company, other than a merger or
consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to
represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or the parent
of such corporation) at least fifty percent (50%) of the total voting power represented by the voting securities of the
Company or such surviving entity or parent of such corporation, as the case may be, outstanding immediately after such merger
or consolidation; or (iv) the consummation of the sale or disposition by the Company of all or substantially all of the
Company’s assets.


 


“Good
Reason” means that you have complied with the Good Reason Process following the occurrence of any of the following actions
undertaken by the Company without your express prior written consent: (i) the material diminution in your responsibilities, authority
and function; (ii) a material reduction in your base salary, provided, however, that Good Reason shall not be deemed to have occurred
in the event of a reduction in your base salary that is pursuant to a salary reduction program affecting or a material portion
of the similarly situated senior level employees of the Company and that does not adversely affect
you to a greater extent than such similarly situated employees; (iii) in the Change-in-Control Period,
a material reduction in your compensation (which includes base salary, bonus opportunities, and long term incentive opportunities);
and (iv) a change in the geographic location at which you must regularly report to work and perform services of more than thirty
(30)miles, except for required travel on the Company’s business; or (v) a material breach by the Company of any of its obligations
to you under its employment agreements with you.


 


“Good Reason Process” means
that (1) you have reasonably determined in good faith that a “Good Reason” condition has occurred; (2) you have notified
the Company in writing of the first occurrence of the Good Reason condition within 30 days of the first occurrence of such condition;
(3) the Company is provided with a period of 30 days following such notice (the “Cure Period”) to remedy the
condition; (4) notwithstanding such efforts, you reasonably and in good faith determine at the end of the Cure Period that the
Good Reason condition continues to exist; and (5) you terminate your employment within 30 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.


 






     


     


    

 


William Geist


Employment Agreement


Page 7



 


10.              
Section 280G:


 


	 	(a)	 If any payment or benefit you would receive under this Agreement, when combined with any other payment or benefit you receive
pursuant to a Change-in-Control (for purposes of this Section, a “Payment”) would constitute a “parachute
payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)
and, but for this sentence, be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then
such Payment shall be either: (i) the full amount of such Payment; or (ii) such lesser amount (a “Reduced Payment”)
as would result in no portion of the Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into
account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in your receipt, on
an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject
to the Excise Tax.




 


		(b)	With respect to Section 10(a), if there is more than one method of reducing the Reduced Payment amount
that would result in no portion of the Payment being subject to the Excise Tax, then the Payment shall be reduced or eliminated
in the following order: (i) cash payments; (ii) taxable benefits; (iii) nontaxable benefits; and (iv) accelerated vesting of equity
awards in a manner that maximizes the amount to be received by you.



 


		(c)	The determination of whether Section 10(a)(i) or (ii) applies, and the calculation of the amount of
the Reduced Payment if applicable, shall be performed by a nationally recognized certified public accounting firm as may be designated
by the Company (the “Accounting Firm”). The Accounting Firm shall provide detailed supporting calculations to
both the Company and you within fifteen (15) business days of the receipt of notice from you that there has been a Payment, or
such earlier time as is requested by the Company, in a form that can be relied upon for tax filing purposes. All fees and expenses
of the Accounting Firm shall be borne solely by the Company.



 


		(d)	You may receive a Payment that is, in the aggregate, either more or less than the amount described
in Section 10(a)(i) or (ii) (as applicable, an “Overpayment” or “Underpayment”). If it is
finally determined by a court of competent jurisdiction pursuant to a final non-appealable judgment, or the Internal Revenue Service,
or by the Accounting Firm upon request by either the Company or you, that an Overpayment or Underpayment has been made, then: (i)
in the event of an Overpayment, you shall promptly repay the Overpayment to the Company, together with interest on the Overpayment
at the applicable federal rate from the date of your receipt of such Overpayment until the date of such repayment; and (ii) in
the event of an Underpayment, the Company shall promptly pay an amount equal to the Underpayment to you, together with interest
on such amount at the applicable federal rate from the date such amount would have been paid to you had the provisions of Section
10(a)(ii) not been applied until the date of payment.



 






     


     


    

 


William Geist


Employment Agreement


Page 8



 


11.              Section
409A: Anything in this Agreement to the contrary notwithstanding, if at the time of your separation from service
within the meaning of Section 409A of the Code, the Company determines that you are a “specified employee”
within the meaning of Section 409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that you become
entitled to under this Agreement on account of your separation from service would be considered deferred compensation subject
to the 20 percent additional tax imposed pursuant to Section 409A(a) of the Code, such payment shall not be payable and
such benefit shall not be provided until the date that is the earlier of (A) six months and one day after your
separation from service, or (B) your death. If any such delayed cash payment is otherwise payable on an installment
basis, the first payment shall include a catch-up payment covering amounts that would otherwise have been paid during the
six-month period but for the application of this provision, and the balance of the installments shall be payable in
accordance with their original schedule. All in-kind benefits provided and expenses eligible for reimbursement under this
Agreement shall be provided by the Company or incurred by you during the time periods 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
provided or reimbursable expenses incurred in one taxable year shall not affect the in-kind benefits to be provided or the
expenses eligible for reimbursement in any other taxable year. Such right to reimbursement or in-kind benefits is not subject
to liquidation or exchange for another benefit. 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 your termination of employment, then such payments or benefits shall be payable only
upon your “separation from service.” The Company and you intend that this Agreement will be administered in
accordance with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous as to its
compliance with Section 409A of the Code, the provision shall be read in such a manner so that all payments hereunder comply
with Section 409A of the Code. It is intended that each installment of the severance payments and benefits provided under
this Agreement shall be treated as a separate “payment” for purposes of Section 409A. Neither the Company nor you
shall have the right to accelerate or defer the delivery of any such payments or benefits except to the extent specifically
permitted or required by Section 409A. The Company makes no representation or warranty and shall have no liability to you or
any other person if any provisions of this Agreement are determined to constitute deferred compensation subject to Section
409A of the Code but do not satisfy an exemption from, or the conditions of, such Section.


 


12.             
No Guarantee of Tax Consequences: The Company makes no guarantee of any tax consequences
with respect to any payment hereunder, including, without limitation, under Section 409A of the Code.


 


13.             
No Mitigation: In no event, except as set forth expressly in this or another agreement
signed by you, shall you be obligated to seek other employment or take any other action by way of mitigation of the amounts payable
to you under any of the provisions of this Agreement and, subject to the aforesaid exception, such amounts shall not be reduced
whether or not you obtain other employment.


 






     


     


    

 


William Geist


Employment Agreement


Page 9



 


14.              Return
of Company Property: Upon termination of employment for any reason, you shall promptly return to the Company any
keys, credit cards, passes, confidential documents or material, computer equipment, or other property belonging to the
Company, and you shall also return all writings, files, records, correspondence, notebooks, notes and other documents and things
(including any copies thereof) containing confidential information or relating to the business or proposed business of the
Company or its affiliated entities or containing any trade secrets relating to the Company or its affiliated entities. For
purposes of the preceding sentence, the term “trade secrets” shall have the meaning ascribed to it under the
Uniform Trade Secrets Act. You agree to represent in writing to the Company upon termination of employment that you have
complied with the foregoing provisions of this Section.


 


15.             
Assistance with Claims: You agree that, consistent with your business and personal
affairs, during and after your employment by the Company, you will assist the Company and its affiliated entities in the defense
of any claims, or potential claims that may be made or are threatened to be made against any of them in any action, suit or proceeding,
whether civil, criminal, administrative or investigative (a “Proceeding”), and will assist the Company and its
affiliated entities in the prosecution of any claims that may be made by the Company or its affiliated entities in any Proceeding,
to the extent that such claims may relate to your employment or the period of your employment by the Company. The Company agrees
to reimburse you for your reasonable out-of-pocket expenses associated with such assistance, including travel expenses. Any amounts
to be paid to you pursuant to this Section 15 shall be paid by the Company within no later than thirty (30) days of the
date on which you provide documentation to the Company that such expenses were incurred.


 


16.             
Representation Regarding Other Obligations: This offer is conditioned on your representation that you are
not subject to any confidentiality, non-competition agreement or any other similar type of restriction that may affect your ability
to devote full time and attention to your work at the Company. If you have entered into any agreement that may restrict your activities
on behalf of the Company, please provide me with a copy of the agreement as soon as possible.


 


17.             
Restrictive Covenants: You will be required to sign the Company’s “Employee Non-Competition,
Non-Solicitation, Confidentiality and Assignment Agreement” as a condition of your employment. A copy of that Agreement is
enclosed. If the Company elects to enforce a non-competition provision for which post-employment payments
are required under applicable law (“Non-Competition Payment”), the Company may apply the amount of any Non-Competition
Payment to the Termination Benefits.


 


18.             
Other Terms: Your employment with the Company shall be on an at-will basis. In other words, you or the Company
may terminate employment for any reason and at any time, with or without notice. In addition, as with all employees, our offer
to you is contingent on your submission of satisfactory proof of your identity and your legal authorization to work in the United
States.


 


We are excited about the opportunity to work with you at Quanterix.
If you have any questions about this information, please do not hesitate to call. Otherwise, please confirm your acceptance of
this offer of employment by signing below and returning a copy to me.


  



     


     


    

 


William Geist


Employment Agreement


Page 10



 


We are confident that with your background and skills, you
will have an immediate positive impact on our organization.


 



     


     


    




 


William Geist


Employment Agreement


Page 11



 


	Sincerely,	 
	 	 
	/s/ Kevin Hrusovsky	 
	 	 
	Kevin Hrusovsky	 
	CEO and Executive Chairman	 
	 	 
	AGREED TO AND ACCEPTED	 
	  	 
	/s/ William Geist	 
	William Geist	 
	 	 
	Date: November 2, 2020