EX-10.7





 Exhibit 10.7 

Generation Bio Co. 
 RESTRICTED
STOCK UNIT AGREEMENT 
 Generation Bio Co. (the “Company”) hereby grants the following restricted stock units pursuant
to its 2020 Stock Incentive Plan. The terms and conditions attached hereto are also a part hereof. 
 Notice of Grant 

 

			
	 	 
	Name of recipient (the “Participant”):	 	 
	 	 
	Grant Date:	 	 
	 	 
	Number of restricted stock units (“RSUs”) granted:	 	 
	 	 
	Vesting Start Date:	 	 
	  
    Vesting Schedule:

 
	 	
	 	 
	
Vesting Date:
	 	
Number of RSUs that Vest:

	 	 
	 	 	 
	 	 
	 	 	 
	  
 All vesting is dependent on the Participant remaining
an Eligible Participant, as provided herein.


 This grant of RSUs satisfies in full all commitments that the Company has to the Participant with respect to
the issuance of stock, stock options or other equity securities. 

 


	
	
	  

	Signature of Participant
	  

	Street Address
	  

	City/State/Zip Code

 


			
	Generation Bio Co.
		
	By:	 	  

		 	Name of Officer
		 	Title:

 
 













 Generation Bio Co. 

Restricted Stock Unit Agreement 

Incorporated Terms and Conditions 

For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows: 

1. Award of Restricted Stock Units. 

In consideration of services rendered and to be rendered to the Company, by the Participant, the Company has granted to the Participant,
subject to the terms and conditions set forth in this Restricted Stock Unit Agreement (this “Agreement”) and in the Company’s 2020 Stock Incentive Plan (the “Plan”), an award with respect to the number of
restricted stock units (the “RSUs”) set forth in the Notice of Grant that forms part of this Agreement (the “Notice of Grant”). Each RSU represents the right to receive one share of common stock, $0.0001 par value
per share, of the Company (the “Common Stock”) upon vesting of the RSU, subject to the terms and conditions set forth herein. 

2. Vesting. 
 The RSUs
shall vest in accordance with the Vesting Schedule set forth in the Notice of Grant (the “Vesting Schedule”). Any fractional shares resulting from the application of any percentages used in the Vesting Schedule shall be rounded down
to the nearest whole number of RSUs. Upon the vesting of the RSU, the Company will deliver to the Participant, for each RSU that becomes vested, one share of Common Stock, subject to the payment of any taxes pursuant to Section 7. The Common
Stock will be delivered to the Participant as soon as practicable following each vesting date, but in any event within 30 days of such date. 

3. Forfeiture of Unvested RSUs Upon Cessation of Service. 

In the event that the Participant ceases to be an employee, director or officer of, or consultant or advisor to, the Company or any other entity the employees,
officers, directors, consultants, or advisors of which are eligible to receive awards under the Plan (an “Eligible Participant”) for any reason or no reason, with or without cause, all of the RSUs that are unvested as of the time of
such cessation shall be forfeited immediately and automatically to the Company, without the payment of any consideration to the Participant, effective as of such cessation. The Participant shall have no further rights with respect to the unvested
RSUs or any Common Stock that may have been issuable with respect thereto. If the Participant provides services to a subsidiary of the Company, any references in this Agreement to provision of services to the Company shall instead be deemed to refer
to service with such subsidiary. 
 4. Restrictions on Transfer. 

The Participant shall not sell, assign, transfer, pledge, hypothecate, encumber or otherwise dispose of, by operation of law or otherwise
(collectively “transfer”) any RSUs, or any interest therein. The Company shall not be required to treat as the owner of any RSUs or issue any Common Stock to any transferee to whom such RSUs have been transferred in violation of any of the
provisions of this Agreement. 












 5. Rights as a Stockholder. 

The Participant shall have no rights as a stockholder of the Company with respect to any shares of Common Stock that may be issuable with
respect to the RSUs until the issuance of the shares of Common Stock to the Participant following the vesting of the RSUs. 
 6.
Provisions of the Plan. 
 This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant
with this Agreement. 
 7. Tax Matters. 

(a) Acknowledgments; No Section 83(b) Election. The Participant acknowledges that he or she is responsible for
obtaining the advice of the Participant’s own tax advisors with respect to the award of RSUs and the Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents with respect to
the tax consequences relating to the RSUs. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s tax liability that may arise in connection with the acquisition, vesting and/or
disposition of the RSUs. The Participant acknowledges that no election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), is available with respect to RSUs. 

(b) Withholding.1 The Participant acknowledges and agrees that the Company has the
right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the RSUs. At such time as the Participant is not aware of
any material nonpublic information about the Company or the Common Stock and is not prohibited from doing so by the Company’s insider trading policy or otherwise, the Participant shall execute the instructions set forth in Schedule A
attached hereto (the “Automatic Sale Instructions”) as the means of satisfying such tax obligation. If the Participant does not execute the Automatic Sale Instructions prior to an applicable vesting date, then the Participant agrees
that if under 
  

	1	 This form may be used for RSUs without automatic sales to cover withholdings. In such event, Exhibit A will be
deleted and the following will replace Section 7(b): 


 “Withholding. The Participant acknowledges and agrees that the
Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state, local or other taxes of any kind required by law to be withheld with respect to the vesting of the RSUs. If under applicable law the
Participant will owe taxes on the applicable vesting date on the portion of the Award then vested, the Company shall be entitled to immediate payment from the Participant of the amount of any tax required to be withheld by the Company. The
Participant acknowledges and agrees that the withholding shall be satisfied by the Company retaining from the number of shares of Common Stock otherwise issuable to the Participant on the applicable vesting date or event a number of shares of Common
Stock having a fair market value equal to the amount of withholding tax required to be paid to the Company by the Participant. The Company is not obligated to, and shall not, deliver any shares of Common Stock to the Participant until it is
satisfied that all required withholdings have been made. 












 
applicable law the Participant will owe taxes at such vesting date on the portion of the award then vested the Company shall be entitled to immediate payment from the Participant of the amount of
any tax required to be withheld by the Company. The Company shall not deliver any shares of Common Stock to the Participant until it is satisfied that all required withholdings have been made. 

8. Miscellaneous. 
 (a)
No Right to Continued Service. The Participant acknowledges and agrees that, notwithstanding the fact that the vesting of the RSUs is contingent upon his or her continued service to the Company, this Agreement does not constitute an express
or implied promise of continued service relationship with the Participant or confer upon the Participant any rights with respect to a continued service relationship with the Company or any affiliate of the Company. 

(b) Section 409A. The RSUs awarded pursuant to this Agreement are intended to be exempt from or comply with the
requirements of Section 409A of the Code and the Treasury Regulations issued thereunder (“Section 409A”). The delivery of shares of Common Stock on the vesting of the RSUs may not be accelerated or deferred
unless permitted or required by Section 409A. 
 (c) Participant’s Acknowledgments. The Participant acknowledges that he or
she: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel;
(iii) understands the terms and consequences of this Agreement; (iv) is agreeing, in accepting this award, to be bound by any clawback policy that the Company has in place or may adopt in the future; and (iv) is fully aware of the
legal and binding effect of this Agreement. 
 (d) Governing Law. This Agreement shall be construed, interpreted and enforced in
accordance with the internal laws of the State of Delaware without regard to any applicable conflicts of laws provisions. 












 Schedule A 

Automatic Sale Instructions 
 The
undersigned hereby consents and agrees that any taxes due on a vesting date as a result of the vesting of RSUs on such date shall be paid through an automatic sale of shares as follows: 

(a) Upon any vesting of RSUs pursuant to Section 2 hereof, the Company shall arrange for the sale of such number of shares of Common Stock
issuable with respect to the RSUs that vest pursuant to Section 2 as is sufficient to generate net proceeds sufficient to satisfy the Company’s minimum statutory withholding obligations with respect to the income recognized by the
Participant upon the vesting of the RSUs (based on minimum statutory withholding rates for all tax purposes, including payroll and social security taxes, that are applicable to such income), and the net proceeds of such sale shall be delivered to
the Company in satisfaction of such tax withholding obligations. 
 (b) The Participant hereby appoints the Chief Executive Officer, the
Chief Financial Officer and the Chief Legal Officer, and any of them acting alone and with full power of substitution, to serve as his or her attorneys in fact to arrange for the sale of the Participant’s Common Stock in accordance with this
Schedule A. The Participant agrees to execute and deliver such documents, instruments and certificates as may reasonably be required in connection with the sale of the shares pursuant to this Schedule A. 

(c) The Participant represents to the Company that, as of the date hereof, he or she is not aware of any material nonpublic information about
the Company or the Common Stock and is not prohibited from entering into these Automatic Sale Instructions by the Company’s insider trading policy or otherwise. The Participant and the Company have structured this Agreement, including this
Schedule A, to constitute a “binding contract” relating to the sale of Common Stock, consistent with the affirmative defense to liability under Section 10(b) of the Securities Exchange Act of 1934 under Rule 10b5-1(c) promulgated under such Act. 
 The Company shall not deliver any shares of Common Stock to the
Participant until it is satisfied that all required withholdings have been made. 
  

	
	  

	
	Participant Name: ____________________________
	
	Date: ______________________________________