generationbio.com
Cambridge, MA 02142
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` Exhibit 10.6
October 22, 2025
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Dear ▇▇▇▇▇:
This letter confirms the terms of your separation from employment at Generation Bio Co. (the “Company”). Your employment with the Company terminates on October 31, 2025 (the “Extended Separation Date”). Please read this letter agreement (the “Agreement”), which includes a general release, carefully. If you are willing to agree to its terms, please sign in the space provided below and return it to me within 45 days from your receipt of this Agreement. This Agreement will become effective after you timely sign it and the revocation period expires without you having timely revoked your acceptance (the “Effective Date”).
In the interest of clarity, the following terms and conditions apply in connection with the end of your employment and regardless of whether you enter into the Agreement:
| ● | The Company will pay your salary through the Extended Separation Date, provided you remain actively employed through that date. Your final paycheck will be deposited directly into your designated bank account on or before your last date of employment. |
| ● | If you are enrolled in group health insurance through the Company, you will be able to continue group healthcare insurance coverage under the law known as “COBRA” subject to eligibility requirements, and to the extent available. Any COBRA continuation will be at your own cost, except as provided below if this Agreement becomes effective. |
| ● | Your eligibility to participate in any other employee benefit plans and programs of the Company will cease on your last date of employment in accordance with applicable benefit plan or program terms and practices. |
| ● | The Company will reimburse you for any outstanding, reasonable business expenses you have incurred on the Company’s behalf through your last day of employment, after the Company’s timely receipt of appropriate documentation and subject to the Company’s business expense reimbursement policy. |
| ● | Because your employment is terminating without cause, as that term is defined in Section 7(d) of the Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement (“Covenants Agreement”) you signed when you joined the Company, the |
| post-employment non-compete restrictions in Section 7 of the Covenants Agreement will not be enforced. The balance of your obligations set forth in the Covenants Agreement will continue through the remainder of your employment as well as after your last day of employment consistent with the terms of that agreement and with applicable law. A copy of the Covenants Agreement is attached as Exhibit A. Please be advised nothing in the Covenants Agreement prevents you from disclosing information as permitted by law, including engaging in concerted activity protected under the Section 7 of the National Labor Relations Act which includes, but is not limited to, discussing terms and conditions of employment with coworkers, former coworkers, and third parties; filing unfair labor practice charges or assisting other employees in filing such charges with the National Labor Relations Board (the “Board”); and assisting in the Board’s investigative process (“Section 7 Activity”) or disclosing or discussing any sexual assault or sexual harassment dispute arising after the date of this Agreement (“Other Protected Activity”). |
In addition to the above-described terms, you will be eligible to receive the Severance Benefits described in Section 1, below, provided you enter into, do not revoke, and comply with this Agreement.
The remainder of this letter proposes the Agreement between you and the Company. If you timely sign and return this Agreement, you and the Company agree as follows:
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| 1. | Severance Conditions and Benefits |
(a) Severance Conditions. You must satisfy the following conditions (“Severance Conditions”) in order to qualify for the Severance Benefits described below:
| i. | You sign and return this Agreement to ▇▇▇▇▇▇-Gay White within 45 days from receipt of this Agreement and do not timely revoke your acceptance; |
| ii. | You comply with the terms of this Agreement; and |
| iii. | You remain employed with the Company through the Extended Separation Date. |
(b) Severance Benefits. If you satisfy the Severance Conditions, then in exchange for your agreement to the general release and waiver of claims and your other promises herein, the Company agrees to provide the following benefits (the “Severance Benefits”). For the avoidance of doubt, you will not be entitled to any Severance Benefits set forth below if (i) you voluntarily leave employment with the Company before the Extended Separation Date without written approval from the Company to depart early, (ii) the Company terminates your employment before the Extended Separation Date based on a good faith determination by the Company that you (a) have failed to satisfactorily perform your job duties or (b) otherwise materially failed to comply with Company rules, policies and directives, or (c) you have breached the terms of this Agreement. Specifically, the Severance Benefits are as follows:
The Company will provide you with severance pay in an amount equivalent to 12 months of your current salary, less lawful deductions, in the total gross amount of $682,607.28, to be paid at the time set forth in Section 2.A.i. of the Severance Plan Benefit Agreement dated May 22, 2020 (the “Severance Plan”), as a lump sum in lieu of the payment schedule set forth in the Severance Plan. Notwithstanding the foregoing, if a Change in Control occurs on or before the Extended Separation Date, the Company will instead pay you severance pay in an amount equivalent to 24 months of your current salary, less lawful deductions in the total gross amount of $1,365,214.56, to be paid at the time set forth in Section 2.B.i. of the Severance Plan, as a lump sum in lieu of the payment schedule set forth in the Severance Plan.
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The Company will pay you the gross amount of $313,245.74, less lawful deductions, representing a prorated bonus for 2025. This amount will be paid at the time and in the form set forth in Section 2.A.ii. of the Severance Plan. Notwithstanding the foregoing, if a Change in Control occurs on or before the Extended Separation Date, the Company will pay the bonus amount as set forth in Paragraph 2.B.ii. of your Severance Plan, or a prorated bonus for 2025, whichever is greater, to be paid at the time and in the form set forth in Section 2.B.ii. of the Severance Plan.
Provided you timely enroll in COBRA continuation coverage for your medical, vision, and/or dental plan(s), and subject to all of the terms and conditions of such coverage, the Company agrees to subsidize your monthly COBRA premium as such premiums become due for a period of up to 12 months following the Extended Separation Date to the same extent that the Company paid for such coverage immediately prior to the Extended Separation Date (i.e., the employer portion), including the COBRA administration fee, until the earlier of (i) the date the health plan itself terminates, (ii) the date COBRA eligibility ends, or (iii) the date you are eligible for health benefits under another group employer plan, provided that the Company’s payment for such coverage shall only apply if and while permitted under applicable tax or other laws as nondiscriminatory. You agree to immediately notify the Company if you become eligible for health benefits under another group employer plan during the period in which the Company is subsidizing your COBRA premium. Notwithstanding the foregoing, if a Change in Control (as defined in the Severance Plan) occurs on or before the Extended Separation Date and you are still employed with the Company at the time of the Change in Control, the Company will instead subsidize your monthly COBRA premium as such premiums become due for a period of up to 24 months following the Extended Separation Date, subject to the same conditions described above. In addition, if you are unable to continue COBRA coverage during the period in which the Company would otherwise be subsidizing COBRA because the health plan terminates or because you reach the maximum 18 months of COBRA coverage, the Company will pay you a lump sum amount equal to the remaining amount if would have contributed towards your COBRA premium had the health plan continued or, if applicable, you could not continue COBRA coverage beyond 18 months, less lawful deductions.
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You acknowledge and agree the Severance Benefits are being provided to you in exchange for your release of claims and other promises in this Agreement, and supersede and fully satisfy any entitlements you may have under the Severance Plan. You agree the Severance Benefits do not confer a benefit on anyone other than the parties to this Agreement. You further acknowledge except for the Severance Benefits, and the amounts described on pages 1-2 of this Agreement (which shall be paid to you as set forth above), you are not now and shall not in the future be entitled to any other compensation from the Company including, without limitation, other wages, commissions, bonuses, vacation pay, holiday pay, or any other form of compensation or benefit.
| 2. | Return of Property You are required to return all Company property in your possession to the Company including, without limitation, all Company documents and files you created in the course of business, specialized equipment, any other requested information deemed necessary by the Company. Accordingly, by signing below, you acknowledge and agree you will return, or you have returned to the Company on or before your last day of employment all Company property, including, without limitation, all files, reports, documents, or other materials containing or pertaining to Proprietary Information (as defined in the Covenants Agreement) and to your work (and all reproductions thereof). After returning all of the foregoing, you commit to deleting and finally purging any |
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| duplicates of files or documents that may contain Company information from any non-Company computer or other device that remains your property after the Extended Separation Date. In the event you discover that you continue to retain any such information or property, you shall return it to the Company immediately. |
| 3. | Confidentiality and Non-Disparagement You agree not to disclose to anyone, either directly or indirectly, any information whatsoever regarding the financial terms of this Agreement, except your immediate family, attorneys, financial advisors, accountants, and tax preparation professionals, provided that they agree to keep such information strictly confidential. This includes, but is not limited to, present or former employees of the Company and other members of the public. You may also disclose this Agreement to a state agency if required as part of an application for unemployment compensation benefits. You agree not to make any statement that is maliciously untrue about the Company, or the Releasees outlined below, including, but not limited to, communications on social media websites such as Facebook, Twitter, LinkedIn, or Glassdoor, on blogs, by text or email, or through other electronic means. This provision does not prohibit you from making truthful statements about the terms or conditions of your employment, or from exercising your rights, if any, under the National Labor Relations Act, government whistleblower programs, or whistleblowing statutes or regulations. You understand and agree that your obligations under this paragraph are material terms of this Agreement, and that the Company shall have the right, in addition to any other damages, to seek and obtain the return of the consideration paid hereunder (without impacting the validity or enforceability of the general release contained herein) in the event you breach any of your obligations under this paragraph. |
| 4. | Cooperation Subject to Section 6, after your Extended Separation Date, you agree to cooperate reasonably with the Company (including its outside counsel), including in connection with litigation and Government Agency (as defined below) proceedings about which the Company believes you may have knowledge or information and responding to questions from the Company regarding transitioning your duties (together “Cooperation Services”). The Company will not utilize this section to require you to make yourself available to an extent that would unreasonably interfere with full-time employment responsibilities that you may have. The Company will reimburse you for any reasonable expenses approved in advance that you incur due to your performance of Cooperation Services, after receipt of appropriate documentation consistent with the Company’s business expense reimbursement policy. |
| 5. | Release of Claims In consideration for, among other terms, the opportunity to receive the Severance Benefits, to which you acknowledge you would otherwise not be entitled, you voluntarily release and forever discharge the Company, its affiliated and related entities, its and their respective predecessors, successors and assigns, its and their respective employee benefit plans and fiduciaries of such plans, and the current and former officers, directors, shareholders, employees, attorneys, accountants and agents of each of the |
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| foregoing in their official and personal capacities (collectively referred to as the “Releasees”) generally from all claims, demands, debts, damages and liabilities of every name and nature relating to your hiring by, employment at, and termination from employment at the Company (“Claims”) that, as of the date when you sign this Agreement, you have, ever had, now claim to have or ever claimed to have had against any or all of the Releasees. This release includes all known or unknown Claims, including without limitation, the following: |
| ● | Relating to your employment by the Company and the end of your employment with the Company; |
| ● | Title VII of the Civil Rights Act of 1964; |
| ● | Sections 1981 through 1988 of Title 42 of the United States Code; |
| ● | the Age Discrimination in Employment Act of 1967 (“ADEA”); |
| ● | the Older Workers Benefit Protection Act of 1990 (“OWBPA”); |
| ● | The Employee Retirement Income Security Act of 1974 (“ERISA”); |
| ● | The Internal Revenue Code of 1986; |
| ● | The Immigration Reform and Control Act; |
| ● | The Americans with Disabilities Act of 1990; |
| ● | The Worker Adjustment and Retraining Notification Act (“WARN”); |
| ● | The Fair Credit Reporting Act; |
| ● | The Family and Medical Leave Act; |
| ● | The Equal Pay Act; |
| ● | The Genetic Information Nondiscrimination Act of 2008; |
| ● | The Uniformed Services Employment and Reemployment Rights Act of 1994 (“USERRA”); |
| ● | Families First Coronavirus Response Act; |
| ● | The Pregnant Worker’s Fairness Act (“PWFA”) |
| ● | The Massachusetts Law Against Discrimination, ▇.▇. ▇. 151B, as amended; |
| ● | The Massachusetts Equal Rights Act, ▇.▇. ▇. 93, as amended; |
| ● | The Massachusetts Civil Rights Act, ▇.▇. ▇. 12, as amended; |
| ● | The Massachusetts Privacy Statute, ▇.▇. ▇. 214, § 1B, as amended; |
| ● | The Massachusetts Sexual Harassment Statute, ▇.▇. ▇. 214, § 1C; |
| ● | The Massachusetts Wage Payment Statute, ▇.▇. ▇. 149, §§ 148, 148A, 148B, 149,150, 150A-150C, 151, 152, 152A, et seq.; |
| ● | The Massachusetts Wage and Hour laws, ▇.▇. ▇. 151§1A et seq.; |
| ● | The Massachusetts Workers' Compensation Act, ▇.▇. ▇. 152, § 75B; |
| ● | The Massachusetts Small Necessities Act, ▇.▇. ▇. 149, § 52D; |
| ● | The Massachusetts Equal Pay Act, ▇.▇. ▇. 149, § 105A-C; |
| ● | The Massachusetts Equal Rights for the Elderly and Disabled, ▇.▇. ▇. 93, § 103; |
| ● | The Massachusetts AIDS Testing statute, ▇.▇. ▇. 111, §70F; |
| ● | The Massachusetts Consumer Protection Act, ▇.▇. ▇. 93A; |
| ● | Massachusetts Employment Leave for Victims and Family Members of Abuse, ▇.▇. ▇. 149, §52E, as amended; |
| ● | The Massachusetts Earned Sick Time Law, M.G.L. c. 149, § 148C; |
| ● | The Massachusetts Paid Family and Medical Leave Act, M.G.L. c.175M et seq |
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| ● | Massachusetts Parental Leave Act, ▇.▇. ▇. 149, § 105D; |
| ● | Massachusetts Age Discrimination Law, ▇.▇. ▇. 149 §24 A et seq.; |
| ● | any other federal, state or local law, rule, regulation, or ordinance; |
| ● | any public policy, contract, tort, or common law; or |
| ● | any basis for recovering costs, fees, or other expenses including attorneys' fees incurred in these matters. |
You agree and acknowledge you are waiving and releasing any claims for unpaid wages of any type you may have against the Company under the Massachusetts Payment of Wages Act, M.G.L. c. 149, § 148 et seq.
Notwithstanding the foregoing or any other provision of this Agreement, you are not waiving any rights you may have to: (a) your own vested accrued employee benefits under the Company‘s health, welfare, or retirement benefit plans as of the Extended Separation Date; (b) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (c) pursue claims which by law cannot be waived by signing this Agreement; (d) enforce this Agreement; and/or (e) challenge the validity of this Agreement.
| 6. | Other Protected Actions Nothing in this Agreement or any other agreement you may have signed or company policy, prohibits, prevents, or otherwise limits you from (1) reporting possible violations of federal or other law or regulations to any governmental agency, regulatory body, or law enforcement authority (e.g., EEOC, MCAD, NLRB, SEC, DOJ, CFTC, U.S. Congress, or an Inspector General), (2) filing a charge or complaint with any such governmental agency, or (3) participating, testifying, or assisting in any investigation, hearing, or other proceeding brought by, in conjunction with, or otherwise under the authority of any such governmental agency. To the maximum extent permitted by law, you agree that if such an administrative claim is made, you shall not be entitled to recover any individual monetary relief or other individual remedies related to any alleged adverse employment action(s), except nothing in this Agreement prohibits, prevents, or otherwise limits your ability or right to seek or receive any monetary award or bounty from any such governmental agency in connection with protected “whistleblower” activity. You are also not required to notify or obtain permission from the Company when filing a governmental whistleblower charge or complaint or engaging or participating in protected whistleblower activity. |
Further, notwithstanding your confidentiality and non-disclosure obligations, you are hereby advised as follows pursuant to the Defend Trade Secrets Act: “An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade
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secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal, and (B) does not disclose the trade secret, except pursuant to court order.”
| 8. | Acknowledgments and Representations You acknowledge and represent you have not suffered any discrimination or harassment by any of the Releasees on account of race, gender, age, national origin, religion, marital or registered domestic partner status, sexual orientation, disability, genetic information, veteran or military status, medical condition or any other characteristic protected by applicable law. You further acknowledge and represent you have not been denied any leave, benefits, or rights to which you may have been entitled under any federal, state, or local law, and you have not suffered any job-related wrongs or injuries that you have not already reported to the Company. You further acknowledge and represent you have not raised a claim of sexual harassment or abuse with the Company. You further acknowledge and represent you have had the opportunity to provide the Company with written notice of any and all concerns regarding suspected ethical and compliance issues or violations on the part of the Company. You further acknowledge and represent your employment relationship with the Company was at-will and you were not promised, explicitly or implicitly, employment for any specified period of time. You represent and warrant that all of the factual representations made herein, all of which are a material inducement for the Company to enter into this agreement, are true in all material respects. |
| 9. | Consideration/Revocation Period It is the Company’s desire and intent to make certain you fully understand the provisions and effects of this Agreement. To that end, the Company hereby advises you in writing to consult with legal counsel for the purpose of reviewing the terms of this Agreement. You will have a period of 45 days from receipt of this Agreement to consider the terms of this Agreement before signing it (the |
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| “Consideration Period”). To accept this Agreement, you must return a signed, unmodified original, PDF, or DocuSigned copy of this Agreement, so it is received by ▇▇▇▇▇▇-Gay White by 5:00 PM ET on the last day of the Consideration Period. You and the Company agree any changes to this Agreement, whether material or immaterial, do not restart or otherwise affect the Consideration Period. In addition, you may revoke your acceptance of the Agreement if, within seven (7) calendar days after you sign the Agreement, you deliver a written notice of revocation to the Company. To be effective, such notice of revocation must be postmarked, and sent by certified mail, return receipt requested, delivered in-hand, or emailed within the seven-day period to ▇▇▇▇▇▇▇ ▇▇▇▇▇, Chief Legal Officer. On the eighth day following your execution of the Agreement without your revocation, it will become final and binding on all parties. |
By signing this Agreement, you acknowledge and agree: (i) but for providing the waiver and release in Section 5, you would not be receiving the Severance Benefits being provided to you under the terms of this Agreement; (ii) you understand the various claims you are entitled to assert under the laws set forth above; (iii) you have read this Agreement carefully and understand all its provisions; and (iv) the Company has advised you to consult with an attorney before signing this Agreement and to the extent you desired, you availed yourself of this right.
| 10. | Other Provisions |
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Please indicate your agreement to the terms of this Agreement by signing and returning it to me within 45 days from your receipt of this Agreement, as set forth above.
Very truly yours,
By: _/s/ Jasmin Tower____________________10/22/2025_______________________
Jasmin TowerDate
Chief Human Resources Officer
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This is a legal document. Your signature will commit you to its terms. By signing below, you acknowledge the Company has advised you to consult with counsel prior to entering into this Agreement, you have carefully read and fully understand all of the provisions of this Agreement, and you are knowingly and voluntarily entering into this Agreement.
_/s/ Geoff McDonough____________________10/22/2025_______________________
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