EX-10.13



 Exhibit 10.13 

AMENDED AND RESTATED EMPLOYMENT AGREEMENT 

This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of June 24, 2014, by and between Ocular
Therapeutix, Inc., a Delaware corporation (the “Company”), and Dr. Amarpreet S. Sawhney (“Executive”). This Agreement amends and restates in its entirety the Employment Agreement between the Company and Executive dated
December 31, 2007 (the “Existing Employment Agreement”). This Agreement shall be effective only upon the closing of an IPO (as defined below) (the “Effective Date”). If no IPO occurs, the Existing Employment Agreement shall
remain in full force and effect. In consideration of the mutual covenants contained in this Agreement, the Company and Executive agree as follows: 

1. Employment. The Company agrees to continue to employ Executive and Executive agrees to continue to be employed by the Company on the
terms and conditions set forth in this Agreement. 
 (a) Capacity. Executive shall continue to serve the Company as President and
Chief Executive Officer reporting to the Board of Directors of the Company (the “Board”). During the Term (as defined below) of Executive’s employment with the Company, Executive shall, subject to the direction of the Board, oversee
and direct the operations of the Company and perform such other duties as may from time to time be assigned to him by the Board. During the Term, Executive will also be entitled to serve as a member of the Board. 

(b) Devotion of Duties; Representations. During the Term of Executive’s employment with the Company, Executive shall devote his
best efforts and full business time and energies to the business and affairs of the Company, and shall endeavor to perform the duties and services contemplated hereunder to the reasonable satisfaction of the Board. During the Term of
Executive’s employment with the Company, except as set forth below, Executive shall not, without the prior written approval of the Company (by action of the Board), undertake any other employment from any person or entity or serve as a director
of any other company; provided, however, that (i) the Company will entertain requests as to such other employment or directorships in good faith and (ii) Executive will be eligible to participate in any policy relating to outside
activities that is applicable to the senior executives of the Company and approved by the Board after the date hereof. The Company acknowledges that Executive currently serves and may continue to serve as a director of the companies listed on
Exhibit A. 
 2. Term of Employment. 

(a) Executive’s employment hereunder shall continue on the Effective Date. Executive’s employment hereunder shall be terminated upon
the first to occur of the following: 
 (i) Immediately upon Executive’s death; 

(ii) By the Company, by written notice to Executive effective as of the date of such notice (or on such other date as
specified in such notice): 
 (A) Following the Disability of Executive. “Disability” means that Executive is
unable to perform his duties hereunder by reason of any mental, physical or other disability for a period of at least three (3) months, as determined 







 
by a qualified physician. Notwithstanding the foregoing, for any payments or benefits hereunder or pursuant to any other agreement between the Company and Executive, in either case that are
subject to Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and the guidance issued thereunder, such Disability must result in Executive becoming “Disabled” within the meaning of
Section 409A(a)(2)(C). (In this Agreement we refer to Section 409A of the Code and any guidance issued thereunder as “Section 409A.”) 

(B) For Cause (as defined below); or 

(C) Subject to Section 4 hereof, without Cause; 

(iii) By Executive: 

(A) At any time by written notice to the Company, effective thirty (30) days after the date of such notice; or 

(B) By written notice to the Company for Good Reason (as defined below), effective on the date specified in such notice. 

The term of Executive’s employment by the Company under this Agreement is referred to herein as the “Term.” 

(b) Definition of “Cause”. For purposes of this Agreement, “Cause” shall, pursuant to the reasonable good faith
determination by a majority of the Board (excluding Executive) as documented in writing, include: (i) the willful and continued failure by Executive to substantially perform Executive’s material duties or responsibilities under this
Agreement (other than such a failure as a result of Disability); (ii) any action or omission by Executive involving willful misconduct or gross negligence with regard to the Company, which has a detrimental effect on the Company;
(iii) Executive’s conviction of a felony, either in connection with the performance of Executive’s obligations to the Company or which otherwise shall adversely affect Executive’s ability to perform such obligations or shall
materially adversely affect the business activities, reputation, goodwill or image of the Company; (iv) the material breach of a fiduciary duty to the Company; or (v) the material breach by Executive of any of the provisions of this
Agreement, provided that any breach of Executive’s obligations with respect to Sections 5 or 6 of this Agreement, subject to the cure provision in the next sentence, shall be deemed “material.” In respect of the events described in
clauses (i) and (v) above, the Company shall give Executive notice of the failure of performance or breach, reasonable as to time, place and manner in the circumstances, and a 30-day opportunity to cure, provided that such failure of
performance or breach is reasonably amenable to cure as determined by the Board in its sole discretion. 
 (c) Definition of “Good
Reason”. For purposes of this Agreement, a “Good Reason” shall mean any of the following, unless (i) the basis for such Good Reason is cured within a reasonable period of time (determined in the light of the cure appropriate
to the basis of such Good Reason, but in no event less than thirty (30) nor more than ninety (90) days) after the Company receives written notice (which must be received from Executive within ninety (90) days of the initial existence
of the condition giving rise to such Good Reason) specifying the basis for such Good Reason or (ii) Executive has consented to the condition that would otherwise be a basis for Good Reason: 

(i) A change in the principal location at which Executive provides services to the Company to a location more than fifty
(50) miles from such principal location (which change, the Company has reasonably determined as of the date hereof, would constitute a material change in the geographic location at which Executive provides services to the Company), provided
that such a relocation shall not be deemed to occur under circumstances where Executive’s responsibilities require him to work at a location other than the corporate headquarters for a reasonable period of time; 

  
 - 2 - 








 (ii) Failure of the Board to appoint Executive as President and Chief Executive
Officer of the Company, or Executive’s removal by the Board as President or Chief Executive Officer of the Company and as a member of the Board (or failure to be nominated for re-election); 

(iii) A material adverse change by the Company in Executive’s duties, authority or responsibilities as President and Chief
Executive Officer of the Company which causes Executive’s position with the Company to become of materially less responsibility or authority than Executive’s position immediately following the Effective Date where such change is not
remedied within ten (10) business days after written notice thereof by Executive; 
 (iv) A material reduction in
Executive’s base salary; 
 (v) A material breach of this Agreement by the Company which has not been cured within
thirty (30) days after written notice thereof by Executive; or 
 (vi) Failure to obtain the assumption (assignment) of
this Agreement by any successor to the Company. 
 (d) Definition of “Corporate Change”. For purposes of this Agreement,
“Corporate Change” shall mean any circumstance in which (i) the Company is not the surviving entity in any merger, consolidation or other reorganization (or survives only as a subsidiary or affiliate of an entity other than a
previously wholly-owned subsidiary of the Company); (ii) the Company sells, leases or exchanges all or substantially all of its assets to any other person or entity (other than a wholly-owned subsidiary of the Company); (iii) any person or
entity, including a “group” as contemplated by Section 13(d)(3) of the Securities Exchange Act of 1934 (excluding, for this purpose, the Company or any subsidiary, or any employee benefit plan of the Company or any subsidiary, or any
“group” in which all or substantially all of its members or its members’ affiliates are individuals or entities who are or were beneficial owners of the Company’s outstanding shares prior to the IPO (as defined below), if any, of
the Company’s stock), acquires or gains ownership or control (including, without limitations, powers to vote) of more than 50% of the outstanding shares of the Company’s voting stock (based upon voting power); or (v) as a result of or
in connection with a contested election of directors, the persons who were directors of the Company before such election shall cease to constitute a majority of the Board of Directors of the Company. Notwithstanding the foregoing, a “Corporate
Change” shall not occur as a result of an IPO, or as a result of a merger, consolidation, reorganization or restructuring after which either (1) a majority of the Board of Directors of the controlling entity


  
 - 3 - 








 
consists of persons who were directors of the Company prior to the merger, consolidation, reorganization or restructuring or (2) all or substantially all of the individuals or entities who
were the beneficial owners of the Company’s outstanding shares immediately prior to such merger, consolidation, reorganization or restructuring beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common
stock and the combined voting power of the then-outstanding securities entitled to vote generally in the election of directors, respectively, of the resulting or acquiring corporation in substantially the same proportions as their ownership of the
Company’s outstanding shares immediately prior to the merger, consolidation, reorganization or restructuring. Notwithstanding the foregoing, for any payments or benefits hereunder (including pursuant to Section 4(b)(iii) hereof) or
pursuant to any other agreement between the Company and Executive, in either case that are subject to Section 409A, the Corporate Change must constitute a “change in control event” within the meaning of Treasury Regulation
Section 1.409A-3(i)(5)(i). 
 3. Compensation. 

(a) Base Salary. Executive’s minimum base salary during the Term shall be at the rate of $500,000 per year. Executive’s base
salary shall be payable in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, less any amounts required to be withheld under applicable law. The base salary will be subject to
adjustment from time to time in the sole discretion of the Board; provided that, the Company covenants that it shall not reduce the base salary below the base salary then in effect immediately prior to the reduction unless (i) Executive
consents to such reduction, or (ii) the reduction is in connection with a general reduction of not more than 20% in compensation of senior executives of the Company generally that occurs prior to the effective date of any Corporate Change. 

(b) Restricted Stock. Notwithstanding Section 3(a), on February 12, 2014, the Company granted to Executive 250,000 shares of
common stock of the Company (the “2014 Shares”), which shares were intended at the time to replace a base salary of $267,000, which represents a portion of the base salary to which Executive will be entitled for fiscal year 2014 following
the anticipated date of the closing of the first underwritten public offering of common stock of the Company (“IPO”) as determined by the Board, and on April 14, 2014, the Company granted to Executive 75,075 shares of common stock of
the Company (the “2015 Shares,” and together with the 2014 Shares, the “Shares”), which shares were intended to have a fair market value (determined by the Board) as of the date of grant equal to 50% of the base salary to which
Executive will be entitled for fiscal year 2015, in each case assuming Executive’s base salary is $500,000 per year. The Shares are subject to the terms and conditions, including vesting conditions, set forth in the restricted stock agreements
between Executive and the Company dated February 12, 2014 (with respect to the 2014 Shares) and April 14, 2014 (with respect to the 2015 Shares). Executive and the Company agree that the 2014 Shares were granted in lieu of the payment
(pursuant to Section 3(a)) of $267,000, with the payment spread evenly over the course of the fiscal year and representing a portion of Executive’s fiscal year 2014 base salary between the anticipated closing of the IPO and
December 31, 2014 and that the 2015 Shares were granted in lieu of payment (pursuant to Section 3(a)) of 50% of Executive’s base salary for all of fiscal year 2015, again, with the payment spread evenly over the course of the fiscal
year. 
 (c) Bonus. In addition to the base salary, the Company may pay Executive an annual bonus (the “Bonus”) as
determined by the Board, solely in its discretion (it being understood that Executive’s target annual bonus shall be 55% of Executive’s base salary in effect 

  
 - 4 - 








 
for such year, but may be higher or lower in any year in the Board’s discretion). The Board’s decision to issue a Bonus to Executive in any particular year shall have no effect on the
absolute discretion of the Board to grant or not to grant a Bonus in subsequent years. Any Bonus for a particular year shall be paid or provided to Executive in a lump sum no later than
March 15th of the calendar year following the calendar year in which the Bonus was earned. Executive and the Company agree that for purposes of calculating Executive’s target annual
bonus for the portion of 2014 following the IPO and for 2015, Executive’s base salary shall be deemed to be the base salary to which Executive is entitled pursuant to Section 3(a), notwithstanding that a portion of such base salary was
paid in Shares pursuant to Section 3(b). 
 (d) Vacation. Executive shall be entitled to take five weeks of paid vacation during
each year of the Term to be taken at such time or times as shall be mutually convenient and consistent with his duties and obligations to the Company. 

(e) Fringe Benefits. Executive shall be entitled to participate in any employee benefit plans that the Company makes available to its
executives (including, without limitation, group life, disability, medical, dental and other insurance, retirement, pension, profit-sharing and similar plans) (collectively, the “Fringe Benefits”), provided that the Fringe Benefits shall
not include any stock option or similar plans relating to the grant of equity securities of the Company. These benefits may be modified or changed from time to time at the sole discretion of the Company. Where a particular benefit is subject to a
formal plan (for example, medical or life insurance), eligibility to participate in and receive any particular benefit is governed solely by the applicable plan document, and eligibility to participate in such plan(s) may be dependent upon, among
other things, a physical examination. 
 (f) Reimbursement of Expenses. Executive shall be entitled to reimbursement for all ordinary
and reasonable out-of-pocket business expenses that are reasonably incurred by him in furtherance of the Company’s business in accordance with reasonable policies adopted from time to time by the Company for senior executives, subject to
Section 4(d)(v). 
 4. Severance Compensation. 

(a) In the event of any termination of Executive’s employment for any reason, the Company shall pay Executive (or Executive’s
estate) such portions of Executive’s base salary as have accrued prior to such termination and have not yet been paid, together with (i) amounts for accrued unused vacation days (as provided above), (ii) any amounts for expense
reimbursement which have been properly incurred or the Company has become obligated to pay prior to termination and have not been paid as of the date of such termination and (iii) the amount of any Bonus previously granted to Executive by the
Board but not yet paid, which amount shall not include any pro rata portion of any Bonus which would have been earned if such termination had not occurred (the “Accrued Obligations”). Such Accrued Obligations shall be paid as soon as
possible after termination. 
 (b) In the event that Executive’s employment hereunder is terminated (i) by Executive for a Good
Reason or (ii) by the Company without Cause, the Company shall pay to Executive the Accrued Obligations. In addition, the Company shall pay to Executive the severance benefits set forth below for eighteen (18) months, or for twenty-four
(24) months if such termination occurs during the twelve (12) month period following a Corporate Change (the “Protected Period”), 

  
 - 5 - 








 
following Executive’s termination of employment (as applicable, the “Severance Period”). The receipt of any severance benefits provided in this Section shall be dependent upon
Executive’s execution and nonrevocation of a standard separation agreement and general release of claims, substantially in the form attached hereto as Exhibit B (the “Release”). The distribution of severance benefits in this
Section 4 is subject to Section 4(d). 
 (i) The Company shall continue to pay Executive his base salary for the
Severance Period in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs on or after the 30th day following Executive’s
termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date. Notwithstanding the foregoing, if Executive’s termination of employment occurs during the Protected Period,
the Company shall pay Executive his base salary for the Severance Period in a lump sum 30 days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of
such date. For the avoidance of doubt, if Executive’s termination of employment occurs prior to December 31, 2015, the base salary to which Executive is entitled pursuant to this Section 4(b)(i) shall be reduced for the portion of the
Severance Period between the date of termination and December 31, 2015 by the fair market value of the Shares (as of the grant date thereof) that will vest (pursuant to Section 4(b)(ii)) during such period. 

(ii) To the extent any Shares remain unvested as of Executive’s termination of employment, except as otherwise provided in
Section 4(b)(iv), such Shares shall continue to vest during the Severance Period as if Executive had continued to be employed by the Company through the end of the Severance Period. 

(iii) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company
without Cause, in each case during the Protected Period, the Company shall pay Executive an amount equal to two times his target annual bonus, described in Section 3(c) hereof, for the year in which the termination of employment occurs, which
total amount shall be payable in a lump sum 30 days following Executive’s termination of employment, provided that the Release has been executed and any applicable revocation period has expired as of such date. 

(iv) Only if Executive’s employment is terminated (A) by Executive for a Good Reason or (B) by the Company
without Cause, in each case during the Protected Period, one hundred percent (100%) of Executive’s outstanding unvested equity awards granted under the Company’s equity and long-term incentive plan(s) prior to his termination,
including the Shares, shall vest immediately. 
 (v) The Company shall continue to provide Executive and his then-enrolled
eligible dependents with group health insurance and shall continue to pay the amount of the premium as in effect on the date of such termination for the Severance Period commencing on the effective date of such termination, subject to applicable law
and the terms of the respective policies; provided that the Company’s obligation to provide the benefits contemplated herein shall terminate upon Executive’s becoming eligible for coverage under the medical benefits program of a subsequent
employer. The foregoing shall not be construed to extend any period of continuation coverage (e.g., COBRA) required by Federal law. 

  
 - 6 - 








 (c) In the event that Executive’s employment hereunder is terminated (i) by Executive
for other than a Good Reason, or (ii) by the Company for Cause, or (iii) as a result of Executive’s death or Disability, then the Company will pay to Executive the Accrued Obligations. The Company shall have no obligation to pay
Executive (or Executive’s estate) any other compensation following such termination except as provided in Section 4(a). 
 (d)
Compliance with Section 409A. Subject to the provisions in this Section 4(d), any severance payments or benefits under this Agreement shall begin only upon the date of Executive’s “separation from service” (determined
as set forth below) which occurs on or after the date of termination of Executive’s employment. The following rules shall apply with respect to the distribution of the severance payments and benefits, if any, to be provided to Executive under
this Agreement: 
 (i) 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 Executive 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. 
 (ii) If, as of the date of Executive’s “separation from
service” from the Company, Executive is not a “specified employee” (within the meaning of Section 409A), then each installment of the severance payments and benefits shall be made on the dates and terms set forth in this
Agreement. 
 (iii) If, as of the date of Executive’s “separation from service” from the Company, Executive is
a “specified employee” (within the meaning of Section 409A), then: 
 (A) Each installment of the severance
payments and benefits due under this Agreement that, in accordance with the dates and terms set forth herein, will in all circumstances, regardless of when the separation from service occurs, be paid within the short-term deferral period (as defined
under Section 409A) shall be treated as a short-term deferral within the meaning of Treasury Regulation Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A and such payments and benefits shall be paid or
provided on the dates and terms set forth in this Agreement; and 
 (B) Each installment of the severance payments and
benefits due this Agreement that is not described in Section 4(d)(iii)(A) above and that would, absent this subsection (B), be paid within the six-month period following Executive’s “separation from service” from the Company
shall not be paid until the date that is six months and one day after such separation from service (or, if earlier, Executive’s death), with any such installments that are required to be delayed being accumulated during the six-month period and
paid in a lump sum on the date that is six months and one day following Executive’s separation from service and any subsequent installments, if any, being paid in accordance with the dates and terms set forth herein; provided, however, that the
preceding provisions of this sentence shall not apply to any installment of severance payments and benefits if and to the maximum extent that such 

  
 - 7 - 








 
installment is deemed to be paid under a separation pay plan that does not provide for a deferral of compensation by reason of the application of Treasury Regulation 1.409A-1(b)(9)(iii) (relating
to separation pay upon an involuntary separation from service). Any installments that qualify for the exception under Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the last day of Executive’s second taxable
year following the taxable year in which the separation from service occurs. 
 (iv) The determination of whether and when
Executive’s separation from service from the Company has occurred shall be made in a manner consistent with, and based on the presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for purposes of this
Section 4(d)(iv), “Company” shall include all persons with whom the Company would be considered a single employer under Section 414(b) and 414(c) of the Code. 

(v) All reimbursements and in-kind benefits provided under this Agreement shall be made or provided in accordance with the
requirements of Sections 409A to the extent that such reimbursements or in-kind benefits are subject to Section 409A, including, where applicable, the requirements that (i) any reimbursement is for expenses incurred during Executive’s
lifetime (or during a shorter period of time specified in this Agreement), (ii) the amount of expenses eligible for reimbursement during a calendar year may not affect the expenses eligible for reimbursement in any other calendar year,
(iii) the reimbursement of an eligible expense will be made on or before the last day of the calendar year following the year in which the expense is incurred and (iv) the right to reimbursement is not subject to set off or liquidation or
exchange for any other benefit. 
 (vi) Notwithstanding anything herein to the contrary, the Company shall have no liability
to Executive or to any other person if the payments and benefits provided hereunder that are intended to be exempt from or compliant with Section 409A are not so exempt or compliant. 

(e) Modified Section 280G Cutback. 

(i) Notwithstanding any other provision of this Agreement, except as set forth in Section 4(e)(ii), in the event that the
Company undergoes a “Change in Ownership or Control” (as defined below), the Company shall not be obligated to provide to Executive a portion of any “Contingent Compensation Payments” (as defined below) that Executive would
otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute payments” (as defined in Section 280G(b)(1) of the Code) for Executive. For purposes of this Section 4(e), the Contingent Compensation
Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation
Payments so eliminated shall be referred to as the “Eliminated Amount.” 
 (ii) Notwithstanding the provisions of
Section 4(e)(i), no such reduction in Contingent Compensation Payments shall be made if (1) the Eliminated Amount (computed without regard to this sentence) exceeds (2) 100% of the aggregate


  
 - 8 - 








 
present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any additional taxes that would be incurred
by Executive if the Eliminated Payments (determined without regard to this sentence) were paid to him (including federal and state income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code payable with respect
to all of the Contingent Compensation Payments in excess of Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code), and any withholding taxes). The override of such reduction in Contingent Compensation Payments
pursuant to this Section 4(e)(ii) shall be referred to as a “Section 4(e)(ii) Override.” For purpose of this paragraph, if any federal or state income taxes would be attributable to the receipt of any Eliminated Payment, the
amount of such taxes shall be computed by multiplying the amount of the Eliminated Payment by the maximum combined federal and state income tax rate provided by law. 

(iii) For purposes of this Section 4(e) the following terms shall have the following respective meanings: 

(1) “Change in Ownership or Control” shall mean a change in the ownership or effective control of the Company or in
the ownership of a substantial portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code. 

(2) “Contingent Compensation Payment” shall mean any payment (or benefit) in the nature of compensation that is made
or made available (under this Agreement or otherwise) to a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a Change in
Ownership or Control of the Company. 
 (iv) Any payments or other benefits otherwise due to Executive following a Change in
Ownership or Control that could reasonably be characterized (as determined by the Company) as Contingent Compensation Payments (the “Potential Payments”) shall not be made until the dates provided for in this Section 4(e)(iv). Within
30 days after each date on which Executive first becomes entitled to receive (whether or not then due) a Contingent Compensation Payment relating to such Change in Ownership or Control, the Company shall determine and notify Executive (with
reasonable detail regarding the basis for its determinations) (1) which Potential Payments constitute Contingent Compensation Payments, (2) the Eliminated Amount and (3) whether the Section 4(e)(ii) Override is applicable. Within
30 days after delivery of such notice to Executive, Executive shall deliver a response to the Company (the “Executive Response”) stating either (A) that he agrees with the Company’s determination pursuant to the preceding
sentence or (B) that he disagrees with such determination, in which case he shall set forth (x) which Potential Payments should be characterized as Contingent Compensation Payments, (y) the Eliminated Amount, and (z) whether the
Section 4(e)(ii) Override is applicable. In the event that Executive fails to deliver an Executive Response on or before the required date, the Company’s initial determination shall be final. If Executive states in the Executive Response
that he agrees with the Company’s determination, the Company shall make the Potential Payments to Executive within three business days following delivery to the Company of the Executive Response (except for


  
 - 9 - 








 
any Potential Payments which are not due to be made until after such date, which Potential Payments shall be made on the date on which they are due). If Executive states in the Executive Response
that he disagrees with the Company’s determination, then, for a period of 60 days following delivery of the Executive Response, Executive and the Company shall use good faith efforts to resolve such dispute. If such dispute is not resolved
within such 60-day period, such dispute shall be settled exclusively by arbitration in the greater Boston, Massachusetts area, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the
arbitrator’s award in any court having jurisdiction. The Company shall, within three business days following delivery to the Company of the Executive Response, make to Executive those Potential Payments as to which there is no dispute between
the Company and Executive regarding whether they should be made (except for any such Potential Payments which are not due to be made until after such date, which Potential Payments shall be made on the date on which they are due). The balance of the
Potential Payments shall be made within three business days following the resolution of such dispute. 
 (v) The Contingent
Compensation Payments to be treated as Eliminated Payments shall be determined by the Company by determining the “Contingent Compensation Payment Ratio” (as defined below) for each Contingent Compensation Payment and then reducing the
Contingent Compensation Payments in order beginning with the Contingent Compensation Payment with the highest Contingent Compensation Payment Ratio. For Contingent Compensation Payments with the same Contingent Compensation Payment Ratio, such
Contingent Compensation Payment shall be reduced based on the time of payment of such Contingent Compensation Payments with amounts having later payment dates being reduced first. For Contingent Compensation Payments with the same Contingent
Compensation Payment Ratio and the same time of payment, such Contingent Compensation Payments shall be reduced on a pro rata basis (but not below zero) prior to reducing Contingent Compensation Payments with a lower Contingent Compensation Payment
Ratio. The term “Contingent Compensation Payment Ratio” shall mean a fraction the numerator of which is the value of the applicable Contingent Compensation Payment that must be taken into account by Executive for purposes of
Section 4999(a) of the Code, and the denominator of which is the actual amount to be received by Executive in respect of the applicable Contingent Compensation Payment. For example, in the case of an equity grant that is treated as contingent
on the Change in Ownership or Control because the time at which the payment is made or the payment vests is accelerated, the denominator shall be determined by reference to the fair market value of the equity at the acceleration date, and not in
accordance with the methodology for determining the value of accelerated payments set forth in Treasury Regulation Section 1.280G-1Q/A-24(b) or (c)). 

(vi) The provisions of this Section 4(e) are intended to apply to any and all payments or benefits available to Executive
under this Agreement or any other agreement or plan of the Company under which Executive receives Contingent Compensation Payments. 
 5.
Employee Covenants. 
 (a) Confidential Information. Executive recognizes and acknowledges the competitive and proprietary
aspects of the business of the Company, and that as a result of 

  
 - 10 - 








 
Executive’s employment, Executive recognizes and acknowledges that he has had and will continue to have access to, and has been and will continue to be involved in the development of,
Confidential Information (as defined below) of the Company. As used herein, “Confidential Information” shall mean and include trade secrets, knowledge and other confidential information of the Company, which Executive has acquired, no
matter from whom or on what matter such knowledge or information may have been acquired, heretofore or hereafter, concerning the content and details of the business of the Company, and which is not known to the general public, including but not
limited to: confidential and proprietary information supplied to Executive with the legend “Confidential and Proprietary,” or equivalent, the Company’s marketing and customer support strategies, suppliers and customers, marketing and
selling, business plans, licenses, the Company’s financial information, including sales, costs, profits, prices, pricing methods, budgets and unpublished financial statements, the Company’s internal organization, employee information,
information regarding the skills and compensation of other employees of the Company and customer lists, the Company’s technology, including products, discoveries, inventions, research, experimental and development efforts, clinical studies,
processes, hardware/software design and maintenance tools, samples, media and/or molecular structures (and procedures and formulations for producing any such samples, media and/or molecular structures), formulas, methods, know-how and show-how,
designs, prototypes, plans for research and new products, and all derivatives, improvements and enhancements of any of the above and information of third parties as to which the Company has an obligation of confidentiality. 

(i) For as long as Executive is employed and at all times thereafter, Executive shall not, directly or indirectly, communicate,
disclose or divulge to any person or entity, or use for Executive’s own benefit or the benefit of any person (other than the Company), any Confidential Information, except as permitted in subparagraph (iii) below. Upon termination of
Executive’s employment, or at any other time at the request of the Company, Executive agrees to deliver promptly to the Company all Confidential Information, including, but not limited to, customer and supplier lists, files and records, in
Executive’s possession or under Executive’s control. Executive further agrees that he will not make or retain any copies of any of the foregoing and will so represent to the Company upon termination of Executive’s employment. 

(ii) Executive shall disclose immediately to the Company any trade secrets or other Confidential Information conceived or
developed by Executive at any time during Executive’s employment. Executive hereby assigns and agrees to assign to the Company Executive’s entire right, title and interest in and to all Confidential Information. Such assignment shall
include, without limitation, the rights to obtain patent or copyright protection thereon in the United States and foreign countries. Executive agrees to provide all reasonable assistance to enable the Company to prepare and prosecute any application
before any governmental agency for patent or copyright protection or any similar application with respect to any Confidential Information. Executive further agrees to execute all documents and assignments and to make all oaths necessary to vest
ownership of such intellectual property rights in the Company, as the Company may request. These obligations shall apply whether or not the subject thereof was conceived or developed at the suggestion of the Company, and whether or not developed
during regular hours of work or while on the premises of the Company. 

  
 - 11 - 








 (iii) Executive shall at all times, both during and after termination of this
Agreement by either Executive or the Company, maintain in confidence and shall not, without prior written consent of the Company, use, except in the course of performance of Executive’s duties for the Company or as required by legal process
(provided that Executive will promptly notify the Company of such legal process except with respect to any confidential government investigation), disclose or give to others any Confidential Information. In the event Executive is questioned by
anyone not employed by the Company or by an employee of or a consultant to the Company not authorized to receive such information, in regard to any such information or any other secret or confidential work of the Company, or concerning any fact or
circumstance relating thereto, Executive will promptly notify the Company. 
 (b) Non-Competition and Non-Solicitation. Executive
recognizes that the Company is engaged in a competitive business and that the Company has a legitimate interest in protecting its trade secrets, confidential business information, and customer, business development partner, licensee, supplier, and
credit and/or financial relationships. Accordingly, in exchange for valuable consideration, including without limitation Executive’s access to confidential business information and continued at-will employment, Executive agrees that, during the
term hereof and for a period of eighteen (18) months thereafter, Executive shall not: 
 (i) directly or indirectly,
whether for himself or for any other person or entity, and whether as a proprietor, principal, shareholder, partner, agent, employee, consultant, independent contractor, or in any other capacity whatsoever, undertake or have any interest in (other
than the passive ownership of publicly registered securities representing an ownership interest of less than 1%), engage in or assume any role involving directly or indirectly any business activity which is directly or indirectly in competition with
the products or services being developed, marketed, sold or otherwise provided by the Company or any other business in which the Company is engaged and for which Executive has rendered services while employed by the Company, or enter into any
agreement to do any of the foregoing; or 
 (ii) initiate contact with (including without limitation phone calls, press
releases and the sending or delivering of announcements), or in any manner solicit, directly or indirectly, any customers, business development partners, licensors, licensees, or creditors (including institutional lenders, bonding companies and
trade creditors) of the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to transfer any of their business with the Company to any person or entity
other than the Company; or 
 (iii) initiate contact with, or in any manner solicit, directly or indirectly, any supplier of
goods, services or materials to the Company in an attempt to induce or motivate them either to discontinue or modify their then prevailing or future relationship with the Company or to supply the same or similar inventory, goods, services or
materials (except generally available inventory, goods, services or materials) to any person or entity other than the Company; or 

(iv) directly or indirectly recruit, solicit or otherwise induce or influence any employee or independent contractor of the
Company to discontinue or modify his or her employment or engagement with the Company, or employ or contract with any such employee or contractor for the provision of services. 

  
 - 12 - 








 (c) Definition of “Customer”. The term “customer” or
“customers” shall include any person or entity (a) that is a current customer of the Company, (b) that was a customer of the Company at any time during the preceding twenty-four (24) months or (c) to which the Company
made a written presentation for the solicitation of business at any time during the preceding twenty-four (24) months. 
 (d)
Reasonableness of Restrictions. Executive further recognizes and acknowledges that (i) the types of employment which are prohibited by this Section 5 are narrow and reasonable in relation to the skills which represent
Executive’s principal salable asset both to the Company and to Executive’s other prospective employers, and (ii) the broad geographical scope of the provisions of this Section 5 is reasonable, legitimate and fair to Executive in
light of the global nature of the Company’s business, and in light of the limited restrictions on the type of employment prohibited herein compared to the types of employment for which Executive is qualified to earn Executive’s livelihood.

 (e) Remedies. Executive acknowledges that a breach of this Section 5 will cause great and irreparable injury and damage,
which cannot be reasonably or adequately compensated by money damages. Accordingly, Executive acknowledges that the remedies of injunction and specific performance shall be available in the event of such a breach, in addition to money damages, costs
and attorneys’ fees, and other legal or equitable remedies, and that the Company shall be entitled as a matter of course to an injunction pending trial, without the posting of bond or other security. Any period of restriction set forth in this
Section 5 shall be extended for a period of time equal to the duration of any breach or violation hereof. 
 (f) Notification.
Any person employing Executive or evidencing any intention to employ Executive may be notified as to the existence and provisions of this Agreement. 

(g) Modification of Covenants; Enforceability. In the event that any provision of this Section 5 is held to be in any respect an
unreasonable restriction, then the court so holding may modify the terms thereof, including the period of time during which it operates or the geographic area to which it applies, or effect any other change to the extent necessary to render this
section enforceable, it being acknowledged by the parties that the representations and covenants set forth herein are of the essence of this Agreement. 

(h) Subsidiaries. For purposes of Sections 5 and 6 of this Agreement, “Company” shall include all direct and indirect
subsidiaries of the Company. An entity shall be deemed to be a subsidiary of the Company if the Company directly or indirectly owns or controls 50% or more of the equity interest in such entity. 

6. Assignment of Inventions. Executive covenants that he has executed an agreement with Incept, LLC (“Incept”) that assigns
to Incept all rights relating to any and all inventions, original works of authorship, developments, concepts, know-how, improvements or trade secrets, whether or not patentable or registrable under copyright or similar laws applicable to the
Company (the “Inventions”), which Executive may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, during the period of term of his relationship with the Company and
that any and all rights relating to such Inventions shall be governed by such agreement. 

  
 - 13 - 








 7. Disclosure to Future Employers. The Company may provide in its discretion, a copy of
the covenants contained in Sections 5 and 6 of this Agreement to any business or enterprise which Executive may directly, or indirectly, own, manage, operate, finance, join, control or in which Executive participates in the ownership, management,
operation, financing, or control, or with which Executive may be connected as an officer, director, employee, partner, principal, agent, representative, consultant or otherwise. 

8. Records. Upon termination of Executive’s relationship with the Company, Executive shall deliver to the Company any property of
the Company which may be in Executive’s possession including products, materials, memoranda, notes, records, reports, or other documents or photocopies of the same. 

9. Insurance. The Company, in its sole discretion, may apply for and procure in its own name (whether or not for its own benefit)
policies of insurance insuring Executive’s life. Executive agrees to submit to reasonable medical or other examinations and to execute and deliver any applications or other instruments in writing that are reasonably necessary to effectuate such
insurance. No adverse employment actions may be based upon the results of any such exam or the failure by the Company to obtain such insurance. 

10. No Conflicting Agreements. Executive hereby represents and warrants that Executive has no commitments or obligations inconsistent
with this Agreement. 
 11. “Market Stand-Off” Agreement. Executive agrees, if requested by the Company and an underwriter
of common stock (or other securities) of the Company, not to sell or otherwise transfer or dispose of any common stock (or other securities) of the Company held by Executive during a period not to exceed one hundred and eighty (180) days
following the effective date of the first underwritten public offering of common stock of the Company, offered on a firm commitment basis pursuant to a registration statement filed with the Securities and Exchange Commission (or any successor agency
of the Federal government administrating the Securities Act of 1933, as amend, and the Securities Exchange Act of 1934, as amended) under the Securities Act of 1933, as amended, on Form S-1 or its then equivalent, and to enter into an agreement to
such effect. The Company may impose stop-transfer instructions with respect to the shares (or securities) subject to the foregoing restriction until the end of said period. 

12. General. 
 (a)
Notices. All notices, requests, consents and other communications hereunder shall be in writing, shall be addressed to the receiving party’s address as follows: 
  

			
	If to the Company:            	  	Ocular Therapeutix, Inc.
		  	36 Crosby Drive, Suite 101
		  	Bedford, MA 01730
		  	USA
		  	Attention: Chairman, Compensation Committee
		  	Telephone: (781) 357-4000


  
 - 14 - 









			
		  	With an email copy to: Charles@versantventures.com
		
	If to Executive:            	  	Dr. Amarpreet S. Sawhney
		  	6 Porter Lane
		  	Lexington, MA 02420
		  	USA
		  	Telephone: (617) 510-3859

 or to such other address as a party may designate by notice hereunder, and shall be either (i) delivered by hand,
(ii) sent by overnight courier, or (iii) sent by registered or certified mail, return receipt requested, postage prepaid. All notices, requests, consents and other communications hereunder shall be deemed to have been given either
(i) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth above, (ii) if sent by overnight courier, on the next business day following the day such notice is delivered to the courier
service, or (iii) if sent by registered or certified mail, on the fifth (5th) business day following the day such mailing is made. 

(b) Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto with respect to the
subject matter hereof and supersedes all prior oral or written agreements and understandings relating to the subject matter hereof (including without limitation the Existing Employment Agreement, other than Section 6 thereof). No statement,
representation, warranty, covenant or agreement of any kind not expressly set forth in this Agreement shall affect, or be used to interpret, change or restrict, the express terms and provisions of this Agreement. 

(c) Modifications and Amendments. The terms and provisions of this Agreement may be modified or amended only by written agreement
executed by the parties hereto. 
 (d) Waivers and Consents. The terms and provisions of this Agreement may be waived, or consent for
the departure therefrom granted, only by written document executed by the party entitled to the benefits of such terms or provisions. No such waiver or consent shall be deemed to be or shall constitute a waiver or consent with respect to any other
terms or provisions of this Agreement, whether or not similar. Each such waiver or consent shall be effective only in the specific instance and for the purpose for which it was given, and shall not constitute a continuing waiver or consent. 

(e) Assignment. The Company shall assign its rights and obligations hereunder to any person or entity that succeeds to all or
substantially all of the Company’s business or that aspect of the Company’s business in which Executive is principally involved. Executive may not assign Executive’s rights and obligations under this Agreement without the prior
written consent of the Company. 
 (f) Benefit. All statements, representations, warranties, covenants and agreements in this
Agreement shall be binding on the parties hereto and shall inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this Agreement shall be construed to create any rights or obligations except among
the parties hereto, and no person or entity shall be regarded as a third-party beneficiary of this Agreement. 

  
 - 15 - 








 (g) Governing Law. This Agreement and the rights and obligations of the parties hereunder
shall be construed in accordance with and governed by the law of The Commonwealth of Massachusetts, without giving effect to the conflict of law principles thereof. 

(h) Jurisdiction and Service of Process. Any legal action or proceeding with respect to this Agreement shall be brought in the courts
of The Commonwealth of Massachusetts or of the United States of America for the District of Massachusetts. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, generally and
unconditionally, the jurisdiction of the aforesaid courts. Each of the parties hereto irrevocably consents to the service of process of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by certified
mail, postage prepaid, to the party at its address set forth in Section 12(a) hereof. THE PARTIES IRREVOCABLY WAIVE ANY RIGHT TO TRIAL BY JURY AS TO ALL CLAIMS HEREUNDER. 

(i) Severability. The parties intend this Agreement to be enforced as written. However, (i) if any portion or provision of this
Agreement shall to any extent be declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of this Agreement, or the application of such portion or provision in circumstances other than those as to which it
is so declared illegal or unenforceable, shall not be affected thereby, and each portion and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law; and (ii) if any provision, or part thereof, is held
to be unenforceable because of the duration of such provision or the geographic area covered thereby, the Company and Executive agrees that the court making such determination shall have the power to reduce the duration and/or geographic area of
such provision, and/or to delete specific words and phrases (“blue-penciling”), and in its reduced or blue-penciled form such provision shall then be enforceable and shall be enforced. 

(j) Headings and Captions; Interpretation. The headings and captions of the various subdivisions of this Agreement are for convenience
of reference only and shall in no way modify, or affect the meaning or construction of any of the terms or provisions hereof. The provisions of the following Sections of this Agreement are in addition to, and do not limit, each other: Sections 6 and
5(a); Sections 7 and 5(g); Sections 12(k) and 5(f); and Sections 12(l) and 12(d). 
 (k) Injunctive Relief. Executive hereby
expressly acknowledges that any breach or threatened breach of any of the terms and/or conditions set forth in Section 5 or 6 of this Agreement will result in substantial, continuing and irreparable injury to the Company. Therefore, Executive
hereby agrees that, in addition to any other remedy that may be available to the Company, the Company shall be entitled to injunctive or other equitable relief by a court of appropriate jurisdiction. 

(l) No Waiver of Rights, Powers and Remedies. No failure or delay by a party hereto in exercising any right, power or remedy under this
Agreement, and no course of dealing between the parties hereto, shall operate as a waiver of any such right, power or remedy of the party. No single or partial exercise of any right, power or remedy under this Agreement by a party hereto, nor any
abandonment or discontinuance of steps to enforce any such right, power or remedy, shall preclude such party from any other or further exercise thereof or the exercise of any other right, power or remedy hereunder. The election of any remedy by a
party hereto shall not constitute a waiver of the right of such party to pursue other available remedies. 

  
 - 16 - 








 
No notice to or demand on a party not expressly required under this Agreement shall entitle the party receiving such notice or demand to any other or further notice or demand in similar or other
circumstances or constitute a waiver of the rights of the party giving such notice or demand to any other or further action in any circumstances without such notice or demand. 

(m) Counterparts. This Agreement may be executed in one or more counterparts, and by different parties hereto on separate counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 
 (n) Survival.
The provisions of Sections 4, 5, 6, 7, 8, 11 and 12 shall survive the termination of this Agreement and Executive’s employment hereunder in accordance with their terms. 

IN WITNESS THEREOF, the parties hereto have executed this Agreement as of the day and year first above written. 

 

			
	Ocular Therapeutix, Inc.
	
	 /s/ Charles Warden

	Name:	 	Charles Warden
	Title:	 	Chairman, Compensation Committee of the Board of Directors
	
	Agreed and Accepted
	
	 /s/ Dr. Amarpreet S. Sawhney

	Dr. Amarpreet S. Sawhney


  
 - 17 - 








 EXHIBIT A 

Augmenix, Inc. 
 Axtria, Inc. 







 EXHIBIT B 

Sample Separation and Release Agreement General Release 

[Insert Date] 
 Dr. Amarpreet S. Sawhney 

6 Porter Lane 
 Lexington, MA 02420 

Dear Dr. Sawhney: 
 In connection with the termination of
your employment with Ocular Therapeutix, Inc. (the “Company”) on [Termination Date], you are eligible to receive the Severance Compensation as described in Section 4 of the Amended and Restated Employment Agreement executed
between you and the Company dated [            ], 2014 (the “Employment Agreement”) if you sign and return this letter agreement to me by [Return Date –21 days from date
of receipt of this letter agreement] and it becomes binding between you and the Company. By signing and returning this letter agreement and not revoking your acceptance, you will be agreeing to the terms and conditions set forth in the numbered
paragraphs below, including the release of claims set forth in paragraph 3. Therefore, you are advised to consult with an attorney before signing this letter agreement and you may take up to twenty-one (21) days to do so. If you sign this
letter agreement, you may change your mind and revoke your agreement during the seven (7) day period after you have signed it by notifying me in writing. If you do not so revoke, this letter agreement will become a binding agreement between you
and the Company upon the expiration of the seven (7) day period. 
 If you choose not to sign and return this letter agreement by [Return Date-Same
as Above], or if you timely revoke your acceptance in writing, you shall not receive any Severance Compensation from the Company. You will, however, receive payment for your final wages and any unused vacation time accrued through the
Termination Date, as defined below, on the Company’s regular payroll date immediately following the Termination Date. Also, regardless of signing this letter agreement, you may elect to continue receiving group medical insurance pursuant to the
federal “COBRA” law, 29 U.S.C. § 1161 et seq. If you so elect, you shall pay all premium costs on a monthly basis for as long as, and to the extent that, you remain eligible for COBRA continuation. You should
consult the COBRA materials to be provided by the Company for details regarding these benefits. All other benefits will cease upon your Termination Date in accordance with the plan documents. 

The following numbered paragraphs set forth the terms and conditions that will apply if you timely sign and return this letter agreement and do not revoke it
in writing within the seven (7) day period. 
  

	 	1.	Termination Date – Your effective date of termination from the Company is [Insert Date] (the “Termination Date”). 


 

	 	2.	 Release – In consideration of the payment of the Severance Compensation, which you acknowledge you would not otherwise be entitled
to receive, you hereby fully, forever, irrevocably and unconditionally release, remise and discharge the Company, its affiliates, subsidiaries, parent companies, predecessors, and successors, and all of their respective











	 	
past and present officers, directors, stockholders, partners, members, employees, agents, representatives, plan administrators, attorneys, insurers and fiduciaries (each in their individual and
corporate capacities) (collectively, the “Released Parties”) from any and all claims, charges, complaints, demands, actions, causes of action, suits, rights, debts, sums of money, costs, accounts, reckonings, covenants, contracts,
agreements, promises, doings, omissions, damages, executions, obligations, liabilities, and expenses (including attorneys’ fees and costs), of every kind and nature that you ever had or now have against any or all of the Released Parties,
including, but not limited to, any and all claims arising out of or relating to your employment with and/or separation from the Company, including, but not limited to, all claims under Title VII of the Civil Rights Act of 1964, 42 U.S.C. §
2000e et seq., the Americans With Disabilities Act of 1990, 42 U.S.C. § 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. § 621 et seq., the Genetic Information Nondiscrimination Act of
2008, 42 U.S.C. § 2000ff et seq., the Family and Medical Leave Act, 29 U.S.C. § 2601 et seq., the Worker Adjustment and Retraining Notification Act (“WARN”), 29 U.S.C. § 2101 et seq., the
Rehabilitation Act of 1973, 29 U.S.C. § 701 et seq., Executive Order 11246, Executive Order 11141, the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., and the Employee Retirement Income Security Act of
1974 (“ERISA”), 29 U.S.C. § 1001 et seq., all as amended; the Massachusetts Fair Employment Practices Act, M.G.L. c.151B, § 1 et seq., the Massachusetts Civil Rights Act, M.G.L. c.12,
§§ 11H and 11I, the Massachusetts Equal Rights Act, M.G.L. c.93, § 102 and M.G.L. c.214, § 1C, the Massachusetts Labor and Industries Act, M.G.L. c.149, § 1 et seq., the Massachusetts Privacy
Act, M.G.L. c.214, § 1B and the Massachusetts Maternity Leave Act, M.G.L. c.149, § 105(d), all as amended; all common law claims including, but not limited to, actions in defamation, intentional infliction of emotional distress,
misrepresentation, fraud, wrongful discharge, and breach of contract, including without limitation, all claims arising from the Employment Agreement; all state and federal whistleblower claims to the maximum extent permitted by law; all claims to
any non-vested ownership interest in the Company, contractual or otherwise; and any claim or damage arising out of your employment with and/or separation from the Company (including a claim for retaliation) under any common law theory or any
federal, state or local statute or ordinance not expressly referenced above; provided, however, that nothing in this letter agreement shall (i) prevent you from filing a charge with, cooperating with, or participating in any proceeding before
the Equal Employment Opportunity Commission or a state fair employment practices agency (except that you acknowledge that you may not recover any monetary benefits in connection with any such claim, charge or proceeding); (ii) deprive you of
any accrued benefits to which you have acquired a vested right under any employee benefit plan or policy, stock plan or deferred compensation arrangement, any health care continuation to the extent required by applicable law or any agreement, or any
right to severance benefits or any other benefits due to you upon termination of employment or post-employment consulting arrangements that you may have under the Employment Agreement; or (iii) deprive you of any rights you may have to be
indemnified by the Company as provided in the Employment Agreement, any other agreement between the Company and you or pursuant to the Company’s Certificate of Incorporation or by-laws. This Release shall not extend to any claims you may have
against any persons that are Released Parties to the extent such claims are (i) related solely to your ownership of the Company’s stock and (ii) unrelated to your employment with the Company. 


  
 - 2 - 









	 	3.	Non-Disclosure, Non-Competition and Non-Solicitation – You acknowledge and reaffirm your obligation to keep confidential and not disclose all non-public information concerning the Company and its
clients that you acquired during the course of your employment with the Company, as stated more fully in Section 5 of the Employment Agreement, which remains in full force and effect. 


 

	 	4.	Return of Company Property – You confirm that you have returned to the Company all keys, files, records (and copies thereof), equipment (including, but not limited to, computer hardware, software and
printers, wireless handheld devices, cellular phones, smartphones, tablets, etc.), Company identification, and any other Company-owned property in your possession or control and have left intact all electronic Company documents, including but not
limited to those which you developed or helped to develop during your employment. You further confirm that you have cancelled all accounts for your benefit, if any, in the Company’s name, including but not limited to, credit cards, telephone
charge cards, cellular phone and/or wireless data accounts and computer accounts. 

  

	 	5.	Business Expenses and Final Compensation – You acknowledge that you have been reimbursed by the Company for all business expenses incurred in conjunction with the performance of your employment and
that no other reimbursements are owed to you. You further acknowledge that you have received payment in full for all services rendered in conjunction with your employment by the Company, including payment for all wages, bonuses and accrued, unused
vacation time, and that no other compensation is owed to you except as provided herein. 

  

	 	6.	Non-Disparagement – To the extent permitted by law, you understand and agree that as a condition for payment to you of the Severance Compensation herein described, for a period of five years following
the date hereof you shall not make any false, disparaging or derogatory statements to any person or entity, including any media outlet, regarding the Company or any of its directors, officers, employees, agents or representatives or about the
Company’s business affairs and financial condition. Further, for a period of five years following the date hereof, neither the Company, nor any of its executive officers or members of its Board will directly or indirectly make, or cause to be
made, any false statement, observation or opinion, disparaging your reputation. 

  

	 	7.	Continued Assistance – You agree that after the Termination Date you will provide all reasonable cooperation to the Company, taking into account any duties you then owe to any future employer,
including but not limited to, assisting the Company transition your job duties, assisting the Company in defending against and/or prosecuting any litigation or threatened litigation, and performing any other tasks as reasonably requested by the
Company. 

  

	 	8.	 Cooperation – To the extent permitted by law, you agree to cooperate fully with the Company in the defense or prosecution of any
claims or actions which already have been brought, are currently pending, or which may be brought in the future against or on behalf of the Company, whether before a state or federal court, any state or federal government agency, or a
mediator or arbitrator. Your full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with 



  
 - 3 - 









	 	
counsel to prepare its claims or defenses, to prepare for trial or discovery or an administrative hearing or a mediation or arbitration and to act as a witness when requested by the Company at
reasonable times designated by the Company. You agree that you will notify the Company promptly in the event that you are served with a subpoena or in the event that you are asked to provide a third party with information concerning any actual or
potential complaint or claim against the Company. 

  

	 	9.	Amendment and Waiver – This letter agreement shall be binding upon the parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly
authorized representatives of the parties hereto. This letter agreement is binding upon and shall inure to the benefit of the parties and their respective agents, assigns, heirs, executors, successors and administrators. No delay or omission by the
Company in exercising any right under this letter agreement shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a
bar to or waiver of any right on any other occasion. 

  

	 	10.	Validity – Should any provision of this letter agreement be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or
provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this letter agreement. 

  

	 	11.	Confidentiality – To the extent permitted by law, you understand and agree that as a condition for payment to you of the Severance Compensation herein described, the terms and contents of this letter
agreement, and the contents of the negotiations and discussions resulting in this letter agreement, shall be maintained as confidential by you and your agents and representatives and shall not be disclosed except to the extent required by federal or
state law or as otherwise agreed to in writing by the Company. 

  

	 	12.	Nature of Agreement – You understand and agree that this letter agreement is a severance agreement and does not constitute an admission of liability or wrongdoing on the part of the Company.


  

	 	13.	Acknowledgments – You acknowledge that you have been given at least twenty-one (21) days to consider this letter agreement, and that the Company advised you to consult with an attorney of your
own choosing prior to signing this letter agreement. You understand that you may revoke this letter agreement for a period of seven (7) days after you sign this letter agreement by notifying me in writing, and the letter agreement shall not be
effective or enforceable until the expiration of this seven (7) day revocation period. You understand and agree that by entering into this agreement, you are waiving any and all rights or claims you might have under the Age Discrimination in
Employment Act, as amended by the Older Workers Benefits Protection Act, and that you have received consideration beyond that to which you were previously entitled. 


 

	 	14.	 Voluntary Assent – You affirm that no other promises or agreements of any kind have been made to or with you by any person or
entity whatsoever to cause you to sign this letter agreement, and that you fully understand the meaning and intent of this letter agreement. You state and represent that you have had an opportunity to fully discuss and review the terms of this
letter agreement with an attorney. You further state and 



  
 - 4 - 









	 	
represent that you have carefully read this letter agreement, understand the contents herein, freely and voluntarily assent to all of the terms and conditions hereof and sign your name of your
own free act. 

  

	 	15.	Applicable Law – This letter agreement shall be interpreted and construed by the laws of the Commonwealth of Massachusetts, without regard to conflict of laws provisions. You hereby irrevocably submit
to and acknowledge and recognize the jurisdiction of the courts of the Commonwealth of Massachusetts, or if appropriate, a federal court located in the Commonwealth of Massachusetts (which courts, for purposes of this letter agreement, are the only
courts of competent jurisdiction), over any suit, action or other proceeding arising out of, under or in connection with this letter agreement or the subject matter hereof. 


 

	 	16.	Entire Agreement – This letter agreement contains and constitutes the entire understanding and agreement between the parties hereto with respect to your Severance Compensation and the settlement of
claims against the Company and cancels all previous oral and written negotiations, agreements and commitments in connection therewith. Nothing in this paragraph, however, shall modify, cancel or supersede your obligations set forth in paragraph 3
herein. 

  

	 	17.	Tax Acknowledgement – In connection with the payments and consideration provided to you pursuant to this letter agreement, the Company shall withhold and remit to the tax authorities the amounts
required under applicable law, and you shall be responsible for all applicable taxes with respect to such payments and consideration under applicable law. You acknowledge that you are not relying upon the advice or representation of the Company with
respect to the tax treatment of any of the Severance Compensation set forth in Section 4 of the Employment Agreement. 

 If you have any
questions about the matters covered in this letter agreement, please call me at [Insert Phone Number]. 
  

			
	Very truly yours,
		
	By:	 	  

		 	[Name]
		 	[Title]


 I hereby agree to the terms and conditions set forth above. I have been given at least twenty-one (21) days to
consider this letter agreement and I have chosen to execute this on the date below. I intend that this letter agreement will become a binding agreement between me and the Company if I do not revoke my acceptance in seven (7) days. 

 

					
	  
	 		 	  

	Dr. Amarpreet S. Sawhney	 		 	Date

 To be returned to me by [Return Date – 21 days from date of receipt of this letter] 

  
 - 5 -