Personal and Confidential November 20, 2017 Howard Benjamin, Ph.D. Lexington, MA 02421 Re: Transitional Services and Separation Agreement Dear Howard:

Exhibit 10.1

November 20, 2017

Xxxxxx Xxxxxxxx, Ph.D.

000 Xxxxxxx Xx.

Xxxxxxxxx, XX 00000

Re: Transitional Services and Separation Agreement

Dear Xxxxxx:

This letter confirms that you and Repligen Corporation (“Repligen” or the “Company”) have reached an amicable decision for you to transition from your role as Vice President of Business Development and for your employment relationship to end in accordance with this Transitional Services and Separation Agreement (the “Agreement”). You and the Company thus agree as follows:

1. Separation Date; Transition Period

Your employment with the Company will end on February 28, 2018, unless you or the Company elects to end your employment on an earlier date, which, although unlikely, either of you may do despite anything else to the contrary in this Agreement. For purposes of this Agreement, the actual last day of your employment will be referred to as the “Separation Date,” and the period between the date of this Agreement and the Separation Date is the “Transition Period.”

The Company anticipates that the Transition Period will be divided into two phases, with the first phase lasting until December 31, 2017 and the second lasting from January 1 through February 28, 2018. During the first phase, you will continue in your current role as Vice President of Business Development with the same duties, subject to the Company’s Chief Executive Officer’s (“CEO”) modification and direction as to your duties, hours and schedule. During this phase, you will continue to receive your regular base salary rate and benefits.

In the second phase, which would begin on January 1, you would remain employed, but on a part-time, hourly basis, working on an as-needed basis as directed by the CEO. During this phase, the Company will pay you an hourly rate of $141 per hour, which is obtained by dividing your 2017 base salary of $293,117 by 2,080. You will continue to receive your benefits subject to the terms of the Company’s benefit plans.

2. Equity

During the Transition Period, you will continue to vest in your outstanding time-based equity grants consistent with the Company’s 2012 Stock Option and Incentive Plan and the applicable award agreements (along with the applicable agreements governing your performance-based

00 Xxxxx Xxxxxx, Xxxxxxxx 0, Xxxxx 000, Xxxxxxx, XX 00000, XXX | Phone: 000-000-0000 | xxxxxxxx.xxx

equity, the “Equity Documents”). You agree that your Spectrum performance-based restricted stock units will not vest during the Transition Period because 2018 revenue will not be known as of the Separation Date. Your current equity rights are summarized on Exhibit A attached, and you agree that the summary is correct. Any equity rights that are not vested as of the Separation Date shall terminate immediately as of the Separation Date and be null and void as of that Date. Your vested equity rights shall remain subject to the Equity Documents in all respects, both during the Transition Period and after the Separation Date.

3. Bonuses

(a) 2017 Bonus. Subject to (i) you executing the Certificate Updating Release of Claims in the form attached as Exhibit B (the “Certificate”) on or within seven (7) days after the Separation Date and (ii) the discretion of the Compensation Committee, you will be eligible for a 2017 bonus in an amount determined by the Compensation Committee (the “2017 Bonus”). The Company anticipates that the 2017 Bonus, if any, will be paid no later than March 16, 2018.

(b) Spectrum Integration Incentive Bonus. You shall continue to be eligible for the first payout of the Spectrum Integration Incentive Bonus (the “Spectrum Bonus”). Pursuant to the resolution of the Company’s Compensation Committee on October 5, 2017, the CEO shall, in his sole discretion, determine the amount of any such Spectrum Bonus to be paid to you, and such amount will be paid at the same time Spectrum Bonuses are paid to other employees, but in any event during the 2018 calendar year. You will not be eligible for the second payout of the Spectrum Bonus.

4. Nondisparagement

You agree not to make any disparaging statements (whether written, oral, through social or electronic media or otherwise) concerning the Company or any of its affiliates or current officers, directors, employees, managers products or services.

5. Release of Claims

In consideration for, among other terms, the Transition Period, to which you acknowledge you would not otherwise 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 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, known or unknown (“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, without limitation, all Claims:

•

relating to your employment by the Company and your decision to terminate your employment with the Company;

•

under federal, state or local law (including, without limitation, Claims of discrimination or retaliation under the Age Discrimination in Employment Act);

•

for wages, bonuses, incentive compensation, stock, stock options, restricted stock units, severance, vacation pay or any other compensation or benefits, either under the Massachusetts Wage Act, M.G.L. c. 149, §§148-150C, or otherwise; and

•

for damages or other remedies of any sort, including, without limitation, compensatory damages, punitive damages, injunctive relief and attorney’s fees.

provided, however, that this release shall not affect your rights under this Agreement.

6. Protected Disclosures and Other Protected Actions; Defend Trade Secrets Act

Nothing contained in this Agreement (including Section 5) or the Restrictive Covenant Agreement limits your ability to (i) file a charge or complaint with, communicate with, or participate in an investigation (including providing documents in connection with an investigation) with any federal, state or local governmental agency or commission (a “Government Agency”); or (ii) truthfully testify in litigation. If you file any charge or complaint with any Government Agency and if the Government Agency pursues any claim on your behalf, or if any other third party pursues any claim on your behalf, you waive any right to monetary or other individualized relief (either individually or as part of any collective or class action); provided that nothing in this Agreement limits any right you may have to receive a whistleblower award or bounty for information provided to the Securities and Exchange Commission.

In addition, under the federal Defend Trade Secrets Act of 2016, you shall not be held criminally or civilly liable under any federal or state trade secret law or under this Agreement or the Restrictive Covenant Agreement (as defined below) 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.

7. Other Provisions

(a) Enforceability and Interpretation. This Agreement shall be governed by Massachusetts law and any dispute under this Agreement shall be heard by Massachusetts courts. No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the waiving party. If any part of this Agreement is found to be unenforceable, such part shall be reformed and enforced to its maximum permissible extent, and the rest of the Agreement shall remain enforceable. In signing this Agreement, you are not relying upon any promises or representations made by anyone at or on behalf of the Company.

(b) Entire Agreement. This Agreement constitutes the entire agreement between you and the Company and supersedes any previous agreements or understanding between you and the Company, including the Offer Letter dated December 2, 2008, except for the Equity Documents and the Confidentiality, Non-Solicit, and Patent Agreement signed by you on June 17, 2013 (the “Restrictive Covenant Agreement”). The terms of the Restrictive Covenant Agreement are incorporated by reference into this Agreement.

(c) Time for Consideration; Effective Date. You have the opportunity to consider this Agreement for up to twenty-one (21) days (the “Consideration Period”). To accept this Agreement, you must return a signed, unmodified original or PDF copy of this Agreement so that it is received by me at or before the expiration of the Consideration Period. You have seven (7) days from the day you enter into this Agreement to revoke it (the “Revocation Period”). To revoke this Agreement, you must provide a written notice so that it is received by me on or before the last day of the Revocation Period. This Agreement shall become effective on the first business day following the Revocation Period, provided that you do not revoke it (the “Effective Date”). You acknowledge that you have been advised to discuss all aspects of this Agreement with your attorney.

Please indicate your agreement to the terms of this Agreement by signing and returning to me the this letter (either the original or a PDF copy is fine) within the Consideration Period.

Very truly yours,

REPLIGEN CORPORATION


By:	/s/ Xxxx X. Xxxx	November 20, 2017
	Xxxx X. Xxxx	Date
	President and CEO

The foregoing is agreed to and accepted by:

/s/ Xxxxxx Xxxxxxxx		November 21, 2017
Xxxxxx Xxxxxxxx		Date

Exhibit A

Repligen Corporation

Participant Holdings

Report Date Range: 1/1/1900-11/15/2017


Participant ID	Holding Group		Grant Number/		Plan/Security	Grant Type/		Date	Shares		Share		Grant/ Share		Exer. w/ Early-		Vested &		Cancelled or		Opt/SARS		Opt/SARS
			Certificate			Grant No. Ref.			Granted		Holdings		Price		Exer. Shares/		Earned		WHTC Shares		Outstanding		Exercisable/
															Releases/Value						RS & DEs		RS Awards
YFP000188
Options/SARs
YFP000188		Options/ SARs		0000000000759	Repligen Corp 2012
					Stock Option &
					Incentive Plan		ISO	2/27/2014		3,969			$	15.910000		1,323.00		3,969		0		2,646		2,646
				0000000000841	Repligen Corp 2012
					Stock Option &
					Incentive Plan		ISO	2/26/2015		4,280			$	26.200000		0.00		1,270		0		4,280		1,270
				0000000000954	Repligen Corp 2012
					Stock Option &
					Incentive Plan		NQSO	2/26/2015		4,751			$	26.200000		0.00		4,751		0		4,751		4,751
				0000000000976	Repligen Corp 2012
					Stock Option &
					Incentive Plan		ISO	2/26/2016		4,649			$	26.050000		0.00		0		0		4,649		0
				0000000000977	Repligen Corp 2012
					Stock Option &
					Incentive Plan		NQSO	2/26/2016		7,537			$	26.050000		0.00		4,062		0		7,537		4,062
				1066	Repligen Corp 2012
					Stock Option &
					Incentive Plan		ISO	2/23/2017		2,763			$	32.400000		0.00		0		0		2,763		0
				1066N	Repligen Corp 2012
					Stock Option &
					Incentive Plan		NQSO	2/23/2017		5,526			$	32.400000		0.00		0		0		5,526		0
Options/SARs Total										33,475		0

RS Awards
		RS Awards		0000000000765	Repligen Corp 2012
					Stock Option &
					Incentive Plan		RSU	2/27/2014		5,962			$	0.000000		5,962.00		5,962		0		0		0
				0000000000825	Repligen Corp 2012
					Stock Option &
					Incentive Plan		RSU	2/26/2015		4,691			$	0.000000		3,127.00		3,127		0		1,564		0
				0000000000962	Repligen Corp 2012
					Stock Option &
					Incentive Plan		RSU	2/26/2016		6,263			$	0.000000		2,088.00		2,088		0		4,175		0
				1073	Repligen Corp 2012
					Stock Option &
					Incentive Plan		RSU	2/23/2017		4,506			$	0.000000		0.00		0		0		4,506		0
RS Awards Total										21,422		0

Stock
		Stock		373	Repligen		Opt/ SAR(#000000
					Corporation		0000711)	6/5/2014				10,000	$	6.230000		325,300.00
				374	Repligen		Opt/ SAR(#000000
					Corporation		0000711)	3/18/2015				10,000	$	6.230000		325,300.00
				375	Repligen		Opt/ SAR(#000000
					Corporation		0000711)	5/24/2016				10,000	$	6.230000		325,300.00
				407	Repligen		Opt/ SAR(#000000
					Corporation		0000759)	3/18/2015				1,323	$	15.910000		43,037.19
				430	Repligen		Opt/ SAR(#000000
					Corporation		0000754)	3/18/2015				2,484	$	15.910000		80,804.52
				437	Repligen		RSU(#0000000000
					Corporation		765)	2/27/2015				1,988	$	25.710000		64,669.64
				438	Repligen		RSU(#0000000000
					Corporation		765)	2/29/2016				1,987	$	26.050000		64,637.11
				456	Repligen		RSU(#0000000000
					Corporation		825)	2/29/2016				1,564	$	26.050000		50,876.92
				526	Repligen		RSU(#0000000000
					Corporation		962)	2/26/2017				2,088	$	32.430000		67,922.64
				587	Repligen		RSU(#0000000000
					Corporation		825)	2/26/2017				1,563	$	32.430000		50,844.39
				595	Repligen		RSU(#0000000000
					Corporation		765)	2/27/2017				1,987	$	32.430000		64,637.11
				621	Repligen		Opt/ SAR(#000000
					Corporation		0000711)	3/20/2017				10,000	$	6.230000		325,300.00
				622	Repligen		Opt/ SAR(#000000
					Corporation		0000754)	3/20/2017				4,968	$	15.910000		161,609.04
Stock Total										0		59,952
YFP000188 Total										54,897		59,952

Exhibit B

CERTIFICATE UPDATING RELEASE OF CLAIMS

I, Xxxxxx Xxxxxxxx, hereby acknowledge and certify that I entered into a Transitional Services and Separation Agreement (the “Agreement”) with Repligen Corporation, a Delaware corporation (the “Company”), dated November 20, 2017 (the “Agreement”). Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement. Pursuant to the Agreement, I am required to execute this certificate, which updates the release of claims set forth in Section 5 of the Agreement (this “Certificate”) in order to be eligible to receive and retain the 2017 Bonus. I understand that I may not sign this Certificate until on or after the Separation Date and that I must return it to the Company within seven (7) days after the Separation Date.

A copy of this Certificate was attached to the Agreement as Exhibit B.

In consideration for being eligible to receive and retain the 2017 Bonus, for which I become eligible only if I sign this Certificate, I hereby extend the release of claims set forth in the Agreement to any and all claims that arose after the date I signed the Agreement through the date I signed this Certificate, subject to all other exclusions and terms set forth in the Agreement.

I have carefully read and fully understand all of the provisions of this Certificate, I knowingly and voluntarily agree to all of the terms set forth in this Certificate, and I acknowledge that in entering into this Certificate, I am not relying on any representation, promise or inducement made by the Company or its representatives with the exception of those promises contained in this Certificate and the Agreement.

I agree that this Certificate is part of the Agreement.



Xxxxxx Xxxxxxxx


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Personal and Confidential November 20, 2017 Howard Benjamin, Ph.D. Lexington, MA 02421 Re: Transitional Services and Separation Agreement Dear Howard:

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