Exhibit 10.1
VIA ELECTRONIC MAIL
September 9, 2022
Elisabeth Leiderman
[Address]
[Address]
[Address]
Dear Lis:
As we have discussed, your employment with Decibel Therapeutics, Inc. (the “Company”) will end effective October 7, 2022 (the “Separation Date”). As we also discussed, if you (a) sign and return this letter agreement to me by September 16, 2022; (b) sign the Additional Release attached hereto as Attachment A (the “Additional Release”) in a timely manner as described therein and do not timely revoke the Additional Release (as described below), and (c) comply with the terms and conditions set forth herein, the Company will provide you with the severance benefits set forth in paragraph 2 below. By timely signing and returning this letter agreement and timely signing, returning, and not revoking the Additional Release, you will be entering into binding agreements with the Company and 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 and set forth in the Additional Release. Therefore, you are advised to consult with an attorney before signing this letter agreement and the Additional Release and you have been given a reasonable amount of time do so with respect to this letter agreement and at least twenty-one (21) days to do so with respect to the Additional Release. If you sign the Additional Release, you may change your mind and revoke the Additional Release during the seven (7) day period after you have signed it (the “Revocation Period”) by notifying me in writing.
Although your receipt of the severance benefits is expressly conditioned on your timely entering into this letter agreement and the Additional Release (and not timely revoking the Additional Release), the following will apply regardless of whether or not you do so:
If you timely sign and return this letter agreement, the following terms and conditions will also apply:
Other than as set forth in this paragraph 2, you are not and will not be eligible for, nor shall you have a right to receive, any payments or benefits from the Company following the Separation Date, including, without limitation, under the terms of your Offer Letter. It is the intent of the parties to honor the terms of your Severance and Change in Control Benefits Agreement, and to the extent there are any discrepancies between the severance and change of control benefits expressed herein and those that you are entitled to under the Severance and Change in Control Benefits Agreement, the terms of the Severance and Change in Control Benefits Agreement shall govern. The Definitions of Paragraph 3 of the Severance and Change in Control Benefits Agreement, including but not limited to the Definition of a Change in Control in Paragraph 3.c of the Severance and Change in Control Benefits Agreement are incorporated herein by reference.
If you have any questions about the matters covered in this letter agreement or the Additional Release, please call me or Anna Trask.
Very truly yours, | ||
By: |
| /s/ Laurence Reid |
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| Laurence Reid |
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| Chief Executive Officer |
I hereby agree to the terms and conditions set forth above. I have been given a reasonable amount of time to consider this letter agreement, and I have chosen to execute this on the date below. I understand that I must also timely enter into the Additional Release attached hereto in order to receive the severance benefits described herein.
/s/ Elisabeth Leiderman |
| September 12, 2022 |
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Elisabeth Leiderman |
| Date |
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To be returned by September 16, 2022.
ATTACHMENT A
Additional Release
1. Release of Claims – In consideration of the benefits described in the Letter Agreement to which this Additional Release is attached, 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 past and present 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, whether known or unknown, 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; all claims arising out of the Massachusetts Fair Employment Practices Act, Mass. Gen. Laws ch. 151B, § 1 et seq., the Massachusetts Civil Rights Act, Mass. Gen. Laws ch. 12, §§ 11H and 11I, the Massachusetts Equal Rights Act, Mass. Gen. Laws. ch. 93, § 102, Mass. Gen. Laws ch. 214, § 1C (Massachusetts right to be free from sexual harassment law), the Massachusetts Labor and Industries Act, Mass. Gen. Laws ch. 149, § 1 et seq., Mass. Gen. Laws ch. 214, § 1B (Massachusetts right of privacy law), the Massachusetts Parental Leave Act, Mass. Gen. Laws ch. 149, § 105D, the Massachusetts Paid Family and Medical Leave Act, Mass. Gen. Laws ch. 175m, § 1, et seq., the Massachusetts Earned Sick Time Law, Mass. Gen. Laws ch. 149, § 148c, and the Massachusetts Small Necessities Leave Act, Mass. Gen. Laws ch. 149, § 52D, all as amended; all rights and claims under the Massachusetts Wage Act, Mass. Gen. Laws ch. 149, § 148 et seq., as amended (Massachusetts law regarding payment of wages and overtime), including any rights or claims thereunder to unpaid wages, including overtime, bonuses, commissions, and accrued, unused vacation time; all claims arising out of the New York Human Rights Law, N.Y. Exec. Law § 290 et seq., the New York Civil Rights Law, N.Y. Civ. Rights Law § 1 et seq., N.Y. Civ. Rights Law § 47-a (New York disability discrimination law), N.Y. Civ. Rights Law § 48 et seq. (New York genetic disorder discrimination law), N.Y. Lab. Law § 201-c (New York adoption leave law), N.Y. Lab. Law § 206-b (New York maternity leave law), N.Y. Lab. Law §§ 202-a, 202-b, 202-j et seq. (New York organ, bone marrow, and blood donation leave law), N.Y. Lab. Law § 190 et seq. (New York wage payment laws), N.Y. Lab. Law § 194 (New York equal pay law), The New York Minimum Wage Act, N.Y. Lab. Law § 650 et seq., N.Y. Workers’ Comp. Law, § 200 et seq. (New York disability benefits law and paid family leave benefits law), N.Y. Lab. Law § 740 (New York whistleblower protection law), New York City Human Rights Law, N.Y.C. Admin. Code § 8-101 et seq., and the New York City Earned Sick Time Act, N.Y.C. Admin. Code § 20-911 et seq., 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 out of or related to your Offer Letter); all claims to any non-vested ownership interest in the Company, contractual or otherwise (except as otherwise provided in your Letter Agreement); all state and federal whistleblower claims to the maximum extent permitted by law; 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 this release of claims does not prevent you from filing a charge with, cooperating with, or participating in any investigation or 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 charge, investigation, or proceeding, and you further waive any rights or claims to any payment, benefit, attorneys’ fees or other remedial relief in connection with any such charge, investigation or proceeding). Notwithstanding the foregoing, you are NOT releasing any claims you may have arising under any
Directors & Officers or other liability policies of the Company involving any rights you may have under such policies.
2. 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, printers, flash drives and other storage devices, wireless handheld devices, cellular phones, tablets, etc.), Company identification, and any other Company owned property in your possession or control, and that you have left intact all, and have otherwise not destroyed, deleted, or made inaccessible to the Company any, electronic Company documents, including, but not limited to, those that you developed or helped to develop during your employment, and that you have not (a) retained any copies in any form or media; (b) maintained access to any copies in any form, media, or location; (c) stored any copies in any physical or electronic locations that are not readily accessible or not known to the Company or that remain accessible to you; or (d) sent, given, or made accessible any copies to any persons or entities that the Company has not authorized to receive such electronic or hard copies. 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 accounts, and computer accounts.
3. 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 commissions, and, and that no other compensation is owed to you except as provided herein.
4. Acknowledgments – You acknowledge that you have been given at least twenty-one (21) days to consider this Additional Release, and that the Company advised you to consult with an attorney of your own choosing prior to signing this Additional Release. You understand that you may revoke this Additional Release for a period of seven (7) days after you sign it by notifying me in writing, and the Additional Release 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 Additional Release, 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 Benefit Protection Act, and that you have received consideration beyond that to which you were previously entitled.
5. 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 Additional Release, and that you fully understand the meaning and intent of this Additional Release. You state and represent that you have had an opportunity to fully discuss and review the terms of this Additional Release with an attorney. You further state and represent that you have carefully read this Additional Release, 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.
I hereby provide this Additional Release as of the current date and acknowledge that the execution of this Additional Release is in further consideration of the severance benefits, to which I acknowledge I would not be entitled if I did not enter into this Additional Release. I intend that this Additional Release will become a binding agreement between me and the Company if I do not revoke the Additional Release in seven (7) days.
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Elisabeth Leiderman |
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To be signed and returned within five (5) business days following your Separation Date.