imra-ex101_407.htm

This Separation Agreement and General Release (the “Agreement”) is entered into by and between Imara Inc. (referred to throughout this Agreement as “Employer”) and Kenneth M. Attie, M.D. (“Employee”). The term “Party” or “Parties” as used herein shall refer to Employer, Employee, or both, as may be appropriate. The Parties are subject to the terms of a certain letter agreement dated December 4, 2020 and amended on November 5, 2021 (collectively the “Letter Agreement”) and the Employee Confidentiality, Assignment and Noncompetition Agreement (“Restrictive Covenant Agreements”).

1.Last Day of Employment. Employee’s last day of employment with Employer was April 20, 2022 (“Separation Date”). This Agreement is not valid if signed by Employee before the Separation Date or more than sixty (60) days after the Separation Date. For the avoidance of doubt, Employee will not be entitled to any payments or benefits set forth in Paragraph 2 below if (i) Employee voluntarily leaves employment with the Employer before the Separation Date without written approval from the Employer to depart early or (ii) Employer terminates Employee’s employment before the Separation Date due to Employee’s violation of Employer’s policies or due to Employee’s failure to satisfactorily perform Employee’s duties and any transition tasks assigned to Employee through the Separation Date, as determined by Employer.

In consideration for Employee timely signing and not timely revoking this Agreement, and complying with its terms, Employer agrees to provide the following separation benefits:

(a)Severance Payment. Employer agrees to pay to Employee the gross amount of three hundred and twenty seven thousand six hundred dollars ($327,600), representing nine (9) months of salary at Employee’s current base rate of pay, less lawful taxes, deductions and withholdings, to be paid in a lump sum on the next regularly scheduled payroll date at least five business days after both parties have signed this Agreement, the revocation period at the end of the Agreement has expired, and Employee has not timely revoked this Agreement. Employee agrees and accepts to receive the severance in a lump sum as provided herein.

(b)COBRA Benefits. Following the Separation Date, if you are eligible for and elect to continue your health insurance coverage pursuant to your rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or any state equivalent (“COBRA”), then Employer shall pay Employee’s premiums under COBRA on a monthly basis until the earlier of nine (9) months following the Separation Date, or (y) the date upon which Employee commences full-time employment (or employment that provides Employee with eligibility for healthcare benefits substantially comparable to those provided by the Employer) with an entity other than Employee (“COBRA Payment Period”). Payment of the premium for such coverage shall be made directly by Employer commencing after the date on which the release of claims set forth herein becomes effective. Employee agrees to promptly notify Employer if Employee becomes eligible for coverage under the group health, vision and/or dental plan of another employer during the COBRA Payment Period. Following the COBRA Payment Period,

and provided that the COBRA coverage period has not expired, Employee shall be entitled to continue Employee’s elected COBRA coverage for the remainder of the COBRA coverage period, at Employee’s own and sole expense. Employer payments of Employee’s COBRA premiums are subject to all the terms and conditions set forth in the Employer’s group health plan intended to avoid any excise tax under Section 4980D of the Internal Revenue Code of 1986, as amended (the “Code”). If Employer, in its sole discretion, determines the payments of any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the premium payments will be imputed as income and treated as taxable to the Employee to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code.

(c)Outplacement Services. Should Employee choose to receive outplacement services and do so within one month of the Separation Date, the Employer will provide you with four (4) months of outplacement services with a firm of its choosing.

3.No Consideration Absent Execution of this Agreement. Employee understands and agrees that Employee would not receive the monies and/or benefits specified in Paragraph 2 above, except for Employee’s timely execution and non-revocation of this Agreement and the fulfillment of the promises contained herein.

(a)General Release of All Claims. Employee, on Employee’s own behalf and on behalf of Employee’s heirs, executors, administrators, successors, and assigns knowingly and voluntarily release and forever discharges Employer, its direct and indirect parent corporations, affiliates, subsidiaries, divisions, predecessors, insurers, reinsurers, professional employment organizations, representatives, successors and assigns, and their current and former employees, attorneys, officers, directors and agents thereof, both individually and in their business capacities, and their employee benefit plans and programs and their administrators and fiduciaries, both individually and in their business capacities (collectively referred to throughout the remainder of this Agreement as “Releasees”), of and from any and all claims, known and unknown, asserted or unasserted, which the Employee has or may have against Releasees as of the date of execution of this Agreement, including, but not limited to, any alleged violation of the following, as amended:

(b)Claims Not Released. Employee is not waiving any rights Employee may have to: (i) Employee’s own “Accrued Benefits” (as that term is defined in the Letter Agreement) as of the Separation Date; (ii) benefits and/or the right to seek benefits under applicable workers’ compensation and/or unemployment compensation statutes; (iii) pursue claims which by law cannot be waived by signing this Agreement; (iv) enforce this Agreement; (v) Employee’s rights to indemnification and defense (if any) under any insurance policy, contractual arrangement or otherwise due to the Employee’s role with the Employer; (vi) Employee’s rights as a shareholder.

(c)Governmental Agencies. Nothing in this Agreement prohibits, prevents, or otherwise limits Employee from filing a charge or complaint with or participating, testifying, or assisting in any investigation, hearing, or other proceeding before any federal, state, or local government agency (e.g., EEOC, NLRB, SEC) or in any legislative or judicial proceeding nor does anything in this Agreement preclude, prohibit or otherwise limit, in any way, Employee’s rights and abilities to contact, communicate with or report unlawful conduct, or provide documents, to federal, state, or local officials for investigation or participate in any whistleblower program administered by any such agencies. In addition, nothing in this Agreement, including but not limited to the release of claims nor the confidentiality, non-disparagement, affirmations, and return of property clauses, prohibits Employee from: (1) reporting possible violations of federal or other law or regulations, including any possible securities laws violations, to any governmental agency or entity, including but not limited to the U.S. Department of Justice, the U.S. Securities and Exchange Commission, the Commodity Futures Trading Commission, the U.S. Congress, or any agency Inspector General; (2) making any other disclosures that are protected under the whistleblower provisions of federal or other law or regulations; or (3) filing a charge or complaint or otherwise fully participating in any governmental whistleblower programs, including but not limited to any such programs managed or administered by the U.S. Securities and Exchange Commission, the Commodity Futures Trading Commission and/or the Occupational Safety and Health Administration. Employee is not required to notify or obtain permission from Employer when filing a governmental whistleblower charge or complaint or engaging or participating in protected whistleblower activity. Moreover, nothing in this Agreement prohibits or prevents Employee from receiving individual monetary awards or other individual relief by virtue of participating in such governmental whistleblower programs.

(d)Collective/Class Action Waiver. If any claim is not subject to release, to the extent permitted by law, Employee waives any right or ability to be a class or collective action representative or to otherwise participate in any putative or certified class, collective or multi-party action or proceeding based on such a claim in which Employer or any other Releasee identified in this Agreement is a party.

(a)Employee affirms that Employee has not filed, caused to be filed, or presently is a party to any claim against Employer. Nothing in this Agreement or these Affirmations is intended to impair Employee’s rights under whistleblower laws or cause Employee

to disclose Employee’s participation in any governmental whistleblower program or any whistleblowing statute(s) or regulation(s) allowing for anonymity.

(b)Employee also affirms that Employee has been paid and/or has received all compensation, wages, bonuses, commissions, paid sick leave, predictability pay, and/or benefits which are due and payable as of the date Employee signs this Agreement and Employee has been reimbursed for all necessary expenses or losses incurred by Employee within the scope of Employee’s employment. Employee further affirms that Employee has submitted expense reports for all necessary expenses or losses incurred by Employee within the scope of Employee’s employment. Employee affirms that Employee has been granted any leave to which Employee was entitled under the Family and Medical Leave Act and state and local leave and disability accommodation laws.

(c)Employee further affirms that Employee has no known workplace injuries or occupational diseases.

(d)Employee also affirms that Employee has not divulged any proprietary or confidential information of Employer and will continue to maintain the confidentiality of such information consistent with Employer’s policies and Employee’s agreement(s) with Employer and/or common law. Under the federal Defend Trade Secrets Act of 2016, Employee 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 to Employee’s attorney in relation to a lawsuit against Employer for retaliation against Employee for reporting a suspected violation of law; or (c) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.

(e)Employee further affirms that Employee has not reported internally to Employer any allegations of wrongdoing by Employer or its officers, including any allegations of corporate fraud, and Employee has not been retaliated against for reporting any such allegations internally to Employer.

(f)Employee and Employer acknowledge Employee’s rights to make truthful statements or disclosures required by law, regulation, or legal process and to request or receive confidential legal advice, and nothing in this Agreement shall be deemed to impair those rights.

6.Eligibility Requirements/Applicable Data All employees within the Company below the position of CEO (“the Decisional Unit”) were eligible to be selected for separation as part of the April 2022 Reduction in Force Program (“Program”). Eligible employees were selected for separation based on various considerations including but not limited to relevant technical and management skills, performance, business need, and tenure. Attached as Exhibit “A” are the job titles and ages of all eligible employees within the Decisional Unit, indicating for each whether they were selected or not selected for separation as part of the Program.

7.Return of Property. Except as provided otherwise in this Agreement or by law, Employee affirms that Employee has returned, without copying or reproducing, all of Employer’s property, in any form or format, documents, and/or any confidential information in Employee’s possession or control; provided that Employee is not required to return the laptop and any ancillary home equipment (monitor, keyboard, mouse, docking station) provided by Employer to Employee; and provided further that Employee shall reasonably cooperate with Employer to remove all confidential information and Employer licensed software from any retained laptop. Employee acknowledges that the estimated market value of any retained laptop or other equipment may be reported to state or federal tax agencies as required by applicable law.

Employee also affirms that Employee is in possession of all of Employee’s property that Employee had at Employer’s premises and that Employer is not in possession of any of Employee’s property.

8.Non-Disparagement. In accordance with the Letter Agreement, Employee agrees that for the three (3)-year period following the Separation Date Employee, directly or indirectly, orally, in writing or through any medium (including, but not limited to, the press or other media, computer networks or bulletin boards, or any other form of communication) will not make any false statement, disparage or defame the goodwill or reputation of Employer, its affiliates or their respective directors, managers, officers, stock-holders, members, agents and/or employees. Nothing herein shall prohibit Employee (i) from disclosing that Employee is no longer employed by Employer, (ii) from responding truthfully to subpoena, court order or other compulsory legal process, (iii) from rebutting in good faith statements made by the other party that are untrue or misleading, or (iv) providing truthful information to a government entity.

9.Restrictive Covenants. Employee acknowledges and affirms Employee’s continuing obligations set forth in the Restrictive Covenants Agreements, which remain in full force and effect.

10.Governing Law and Interpretation. This Agreement shall be governed and conformed in accordance with the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provision. In the event of a breach of any provision of this Agreement, either party may institute an action specifically to enforce any term or terms of this Agreement and/or to seek any damages for breach. Should any provision of this Agreement be declared illegal or unenforceable by any court of competent jurisdiction and cannot be modified to be enforceable, excluding the general release language, such provision shall immediately become null and void, leaving the remainder of this Agreement in full force and effect.

11.Nonadmission of Wrongdoing. The Parties agree that neither this Agreement nor the furnishing of the consideration for this Agreement shall be deemed or construed at any time for any purpose as an admission by Releasees of wrongdoing or evidence of any liability or unlawful conduct of any kind.

12.Amendment. This Agreement may not be modified, altered or changed except in writing and signed by both Parties wherein specific reference is made to this Agreement.

13.Entire Agreement. This Agreement sets forth the entire agreement between the Parties hereto, and fully supersedes any prior agreements or understandings between

the Parties, except for (i) the “Section 409A” provisions of Letter Agreement, which are incorporated herein by reference, (ii) Restrictive Covenant Agreements, (iii) that certain Indemnification Agreement, effective January 19, 2021 and (iv) any stock option agreement or restricted stock unit agreement with respect to outstanding awards made under the Employer’s 2016 Stock Incentive Plan or 2020 Equity Incentive Plan, each of which remains in full force and effect. Employee acknowledges that Employee has not relied on any representations, promises, or agreements of any kind made to Employee in connection with Employee’s decision to accept this Agreement, except for those set forth in this Agreement. In no event whatsoever shall Employer or its affiliates or their respective officers, directors, employees or agents be liable for any additional tax, interest or penalties that may be imposed on Employee by Code Section 409A or damages for failing to comply with Code Section 409A.

14.Withholdings. Employer shall withhold from any compensation and benefits payable under this Agreement all applicable federal, state, local, or other taxes.

15.Counterparts and Signatures. This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which, taken together shall constitute the same instrument. A signature made on a faxed or electronically mailed copy of the Agreement or a signature transmitted by facsimile or electronic mail will have the same effect as the original signature.

EMPLOYEE IS ADVISED THAT EMPLOYEE HAS AT LEAST FORTY-FIVE (45) CALENDAR DAYS TO CONSIDER THIS AGREEMENT. EMPLOYEE ALSO IS ADVISED TO CONSULT WITH AN ATTORNEY PRIOR TO EMPLOYEE’S SIGNING OF THIS AGREEMENT.

EMPLOYEE MAY REVOKE THIS AGREEMENT FOR A PERIOD OF SEVEN (7) BUSINESS DAYS FOLLOWING THE DAY ON WHICH EMPLOYEE SIGNS OR ENTERS INTO THIS AGREEMENT, AND THE AGREEMENT IS NOT ENFORCEABLE UNTIL THE REVOCATION PERIOD HAS EXPIRED. ANY REVOCATION WITHIN THIS PERIOD MUST BE SUBMITTED, IN WRITING, TO ASHLEY JONES, VICE PRESIDENT, PEOPLE, 116 HUNTINGTON AVENUE, 6^TH FLOOR, BOSTON, MA 02116, WITH AN ELECTRONIC COPY SENT TO BOTH AJONES@IMARATX.COM AND PEOPLE@imAratx.com, AND STATE, "I HEREBY REVOKE MY ACCEPTANCE OF OUR AGREEMENT AND GENERAL RELEASE." THE REVOCATION MUST BE POSTMARKED OR IF PERSONALLY DELIVERED RECEIVED BY ASHLEY JONES, VICE PRESIDENT, PEOPLE OR HIS/HER DESIGNEE WITHIN SEVEN (7) BUSINESS DAYS AFTER EMPLOYEE SIGNS OR ENTERS INTO THIS AGREEMENT.

EMPLOYEE AGREES THAT ANY MODIFICATIONS, MATERIAL OR OTHERWISE, MADE TO THIS AGREEMENT, DO NOT RESTART OR AFFECT IN ANY MANNER THE ORIGINAL FORTY-FIVE (45) CALENDAR DAY CONSIDERATION PERIOD.

EMPLOYEE FREELY AND KNOWINGLY, AND AFTER DUE CONSIDERATION, ENTERS INTO THIS AGREEMENT INTENDING TO WAIVE,

The Parties knowingly and voluntarily sign this Agreement as of the date(s) set forth below:


		Imara Inc.


	/s/ Kenneth A. Attie, M.D.		/s/ Rahul Ballal, Ph.D.
By:	Kenneth A. Attie, M.D.	By:	Rahul Ballal, Ph.D.
		Title:	Chief Executive Officer

Date:	April 21, 2022	Date	April 20, 2022