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| || ||Imara, Inc.|
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116 Huntington Ave, 6th Floor
Boston, MA 02116
c. If your employment terminates because of your death or Disability, then you will receive the Accrued Benefits. For purposes of this letter agreement, Disability shall be defined as your inability to have performed your material duties hereunder due to a physical or mental injury, infirmity or incapacity for a consecutive one hundred eighty (180) days (including weekends and holidays) in any 365-day period. Notwithstanding the foregoing, in the event that as a result of earlier absence because of mental or physical incapacity you incur a separation from service within the meaning of such term under Section 409A of the Internal Revenue Code and the rules and regulations promulgated thereunder (Code Section 409A) you shall on such date automatically be terminated from employment as a Disability termination.
d. Eligibility for receipt of the severance benefits and other pay and benefits in Section 5(b) shall be conditioned on your (i) returning to the Company all of its property and confidential information that is in your possession or control, and (ii) prior to the date provided in the Release, but in no event later than the 60-day period following the Termination Date, signing and not revoking a separation and release of claims agreement in a form provided by the Company (the Release) that contains, among other provisions, a 12-month post-employment noncompetition restriction and a seven (7) business day revocation period, provided, that such Release shall (A) not expand the scope of prohibited competitive activity greater than as described in the Restrictive Covenants Agreement, (B) not terminate any of your rights to indemnification and defense which you will have given your role at the Company, (C) not impact any rights that you may have as a stockholder in the Company, (D) not release your rights to the Accrued Benefits, and (E) contain, among other things, a general release of claims against the Company, its affiliates and each of its and their officers, directors, employees, agents and attorneys, and the following provisions:
(I) You agree that for the three (3)-year period following the Termination Date you, 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 the Company, its affiliates or their respective directors, managers, officers, stockholders, members, agents and/or employees. Nothing herein shall prohibit you (i) from disclosing that you are no longer employed by the Company, (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; and