215 First street
Cambridge, MA 02142
October 12, 20 I 6
Re: Offer of Employment
Decibel Therapeutics, Inc. (the Company) is pleased to confirm its offer to employ you as Senior Director, Finance reporting to Steve Holtzman, President & CEO.
Your effective date of hire as an employee (the Start Date) shall be Monday, November 28, 2016 unless another date is agreed upon by you and the Company. Your normal place of work will be at the Companys offices in Cambridge, MA.
Your compensation for this position will be at the rate of $230,000 year, payable in accordance with the Companys normal pay schedule, which the Company currently expects will be bi-weekly. All payments are subject to legally required tax withholdings. You will be eligible to participate each year in any annual bonus plan adopted by the Company, and the Company shall adopt and implement such a plan, if reasonable in light of financial, business and other circumstances and factorsat the discretion of the Board of Directors. Your 2016 target performance bonus will be 15% of your annual salary, based upon achievement of both corporate and individual goals, as agreed to between you and your Manager. All payments are subject to legally required tax withholdings.
You will receive a one-time sign on bonus of $30,000. Should you decide to leave Decibel Therapeutics within the first year of your employment, you will be expected to repay the bonus back, in full, according to the Companys relocation policy. All payments are subject to legally required tax withholdings.
Subject to the approval by the Board of Directors of the Company (the Board), in connection with the commencement of your employment, you will receive the right to purchase 200,000 shares of the Companys common stock (the Restricted Stock). The Restricted Stock will be granted following the commencement of your employment. The purchase price of the Restricted Stock will be equal to the fair market value of the Companys common stock on the date of the grant, and the Board of Directors may elect to seek a third party valuation of such fair market value, which could delay the date that the Restricted Stock is granted. The Restricted Stock will be subject to the terms and conditions of the Companys then-current inventive stock plan and form of restricted stock agreement (the Equity Documents). The Restricted Stock will vest as follows: one quarter of the shares will vest on the first anniversary of the Start Date, and following that, 1/48th of the shares will vest on a monthly basis, in arrears. Vesting is contingent on your continued full-time employment with the Company.
You will be eligible to participate in the Companys Medical and Dental Insurance Programs as well as the Life, AD&D, Short and Long Term Disability Plans and 401(k) Plan subject to the terms and conditions of those plans. Presently, the Company pays for 85% of the premium cost and 75% of the deductible for the medical plan, 100% of the cost of Life and AD&D insurance as well as Short and Long Term Disability plans. You will accrue 15 paid vacation days each year for the first 5 years of service. Additionally, you will receive 16 paid holidays per year.