Post Termination Non-Competition Compensation. In the event that the Company does not waive my Post Termination Non-Competition Restrictions in accordance with Section 8.F below, I will be eligible to receive the Non-Competition Compensation, which shall be an amount equal to fifty percent (50%) of my base salary in effect immediately prior to my termination, payable to me by the Company in four, equal installments beginning on a date that is within 30 days of my termination date; provided, however, that the Non-Competition Compensation shall be subject to Offset as set forth in Section 8.G. I acknowledge and agree that the Non-Competition Compensation is mutually-agreed upon consideration for the Post Termination Non-Competition Restrictions and is subject to all applicable federal, state and local withholding, payroll and other taxes. In the event that the I breach Section 8.B of this Agreement, the Non-Competition Compensation paid under this Section 8.E shall immediately terminate, and the Company shall have no further obligations to me with respect thereto; provided, however, that any such termination of Non-Competition Compensation shall have no effect on my non-competition obligation hereunder or the Company’s right to enforce my non-competition obligation. I further acknowledge and agree that, in the event I have breached my contractual obligations or fiduciary duty to the Company, the Post Termination Non-Competition Period shall be extended to twenty-four (24) months following my termination date, and the Company shall not be required to provide any further consideration beyond the Non-Competition Compensation set forth herein.

Company’s Right to Waive Post Termination Non-Competition. The Company shall have no obligation to pay me any Post Termination Non-Competition Compensation set forth in Section 8.E if within ten (10) business days after the effective date of the termination of my employment with the Company, the Company provides a waiver of its right to enforce my Post Termination Non-Competition Restrictions in Section 8.B.

In consideration of the various payments and benefits owed to the Executive pursuant to this Agreement, during the Term of this Agreement and following the termination of Executive’s employment for any reason, for the period of time specified below following such termination, the Executive shall not, except with the Company’s express prior written consent or in the proper course of his employment with the Company, directly or indirectly, in any capacity, for the benefit of any person (including the Executive) in any geographic states within the United States or countries where the Company is doing business or soliciting business:

Post Termination Non-Competition Restrictions. During the ​ month period immediately following termination of my employment for any reason except a termination due to layoff or termination by the Company without Cause (as defined below) (the “Post Termination Non-Competition Period”), and subject to Section 8.E (Post Termination Non-Competition Compensation) and Section 8.F (Waiver of Post Termination Non-Competition) below, I agree that I will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, own, manage, operate or control, or be employed by, or engage in any business that is engaged in by, any Restricted Business (as defined below), in each case involving any of the services that I provided to LogicBio during the last two (2) years of my employment # in any geographic area in which the Company conducts the Restricted Business or # in any geographic area in which I provided services on behalf of LogicBio or had a material presence or influence (the “Post Termination Non-Competition Restrictions”). For the purposes of this Agreement, the term “Restricted Business” shall mean any person or entity engaged in the research, development, manufacture and/or commercialization of products that utilize gene therapy or genome editing technologies for use in therapeutic indications (i.e., the target disease or patient population) the Company is actively pursuing at any time during my employment or, with respect to Post Termination Non-Competition Period, has pursued within the last year of my employment and which the Board of Directors of the Company has not affirmatively elected to no longer pursue. For the purposes of this Agreement, the term “Cause” means (notwithstanding any other agreement between the Company and me containing this defined term) the occurrence of any of the following, as determined by the Company in its reasonable discretion: # my failure to perform (other than by reason of disability) my duties and responsibilities to the Company, or the performance of my duties and responsibilities to the Company in a manner deemed by the Company to be in any way unsatisfactory; # my breach of this Agreement or any other agreement between me and the Company; # my commission of, or plea of nolo contendere to, a felony or other crime; # any misconduct by me or other conduct by me that is or could reasonably be expected to be harmful to the business interests or reputation of the Company; # my violation or disregard for any rule or procedure or policy of the Company; or # any other reasonable basis for Company dissatisfaction with me, including for reasons such as lack of capacity or diligence, failure to conform to usual standards of conduct, or other culpable or inappropriate behavior.

Post Termination Non-Competition Compensation. In the event that the Company does not waive my Post Termination Non-Competition Restrictions in accordance with Section 8.F below, I will be eligible to receive the Non-Competition Compensation during the Post Termination Non-Competition Period, which shall be an amount equal to fifty percent (50%) of my monthly base salary in effect immediately prior to my termination, payable to me by the Company in equal monthly installments beginning no later than the date that is within 30 days of my termination date; provided, however, that the Non-Competition Compensation shall be subject to Offset as set forth in Section 8.G. I acknowledge and agree that the Non-Competition Compensation is mutually-agreed upon consideration for the Post Termination Non-Competition Restrictions and is subject to all applicable federal, state and local withholding, payroll and other taxes. In the event that the I breach Section 8.B of this Agreement, the Non-Competition Compensation paid under this Section 8.E shall immediately terminate, and the Company shall have no further obligations to me with respect thereto; provided, however, that any such termination of Non-Competition Compensation shall have no effect on my non-competition obligation hereunder or the Company’s right to enforce my non-competition obligation. I further acknowledge and agree that, in the event I have breached my contractual obligations, fiduciary duty to the Company or if I have unlawfully taken, physically or electronically, property belonging to the Company, the Post Termination Non-Competition Period shall be extended to twenty-four (24) months following my termination date, and the Company shall not be required to provide any further consideration beyond the Non-Competition Compensation set forth herein.

Company’s Right to Waive Post Termination Non-Competition. The Company shall have no obligation to pay me any Post Termination Non-Competition Compensation set forth in Section 8.E if within ten (10) business days after the effective date of the termination of my employment with the Company, the Company provides a waiver of its right to enforce my Post Termination Non-Competition Restrictions in Section 8.B.

If Executive’s employment terminates for any of the reasons set forth in Sections 4(d)(i), 4(d)(ii), 4(d)(iii), 4(d)(iv), and 4(d)(vi) above, then the Company will pay Executive # all accrued but unpaid wages, based on Executive’s then current base salary, through the termination date; and # all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five (5) business days of Executive’s termination date. Amounts payable pursuant to this Section 5 shall be paid within the time required by the state of Washington.

If Executive’s employment terminates for any of the reasons set forth in Sections 4(d)(i), 4(d)(ii), 4(d)(iii), 4(d)(iv), and 4(d)(vi) above, then the Company will pay Executive # all accrued but unpaid wages, based on Executive’s then current base salary, through the termination date; and # all approved, but unreimbursed, business expenses, provided that a request for reimbursement of business expenses is submitted in accordance with the Company’s policies and submitted within five (5) business days of Executive’s termination date. Amounts payable pursuant to this Section 5 shall be paid within the time required by the state of Arizona.

In consideration of the various payments and benefits owed to the Executive pursuant to this Agreement, during the Term of this Agreement and following the termination of Executive’s employment for any reason, for the period of time specified below following such termination, the Executive shall not, except with the Company’s express prior written consent or in the proper course of his employment with the Company, directly or indirectly, in any capacity, for the benefit of any person (including the Executive) in any geographic states within the United States or countries where the Company is doing business or soliciting business:

Post Termination Non-Competition Restrictions. During the twelve (12) month period immediately following termination of my employment for any reason except a termination due to layoff or termination by the Company without Cause (as defined below) (the “Post Termination Non- Competition Period”), and subject to Section 8.E (Post Termination Non-Competition Compensation) and Section 8.F (Waiver of Post Termination Non-Competition) below, I agree that I will not, directly or indirectly, whether as owner, partner, investor, consultant, agent, employee, co-venturer or otherwise, own, manage, operate or control, or be employed by, or engage in any business that is engaged in by, any Restricted Business (as defined below), in each case involving any of the services that I provided to LogicBio during the last two (2) years of my employment # in any geographic area in which the Company conducts the Restricted Business or # in any geographic area in which I provided services on behalf of LogicBio or had a material presence or influence (the “Post Termination Non-Competition Restrictions”). For the purposes of this Agreement, the term “Restricted Business” shall mean any person or entity engaged in the research, development, manufacture and/or commercialization of products that utilize gene therapy or genome editing technologies for use in therapeutic indications (i.e., the target disease or patient population) the Company is actively pursuing at any time during my employment or, with respect to Post Termination Non-Competition Period, has pursued within the last year of my employment and which the Board of Directors of the Company has not affirmatively elected to no longer pursue. For the purposes of this Agreement, the term “Cause” shall have the meaning ascribed to such term in the Employment Agreement.