EX-10.20





 Exhibit 10.20 

 
 



 
 June 10, 2016 
 Re:
Revised Offer of Employment - Final 
 Dear Michael: 

Decibel Therapeutics, Inc. (the “Company”) is pleased to offer to employ you as Chief Scientific Officer, reporting to the interim Chief Executive
Officer, Kevin Starr. As you know, in the future a Chief Executive Officer will be hired by the Company and you will be an active participant in this recruiting process, and ultimately report to this individual. Your effective date of hire as an
employee will be no later than August 1, 2016. For purposes of this offer letter, the actual first day of your employment shall be referred to as the “Start Date”. 

Your compensation for this position will be at the rate of $360,000 per year, payable semi-monthly in accordance with the Company’s normal pay schedule.
All payments are subject to required tax withholdings. 
 You will be eligible to participate each year in the 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 factors - at the discretion of the Board of Directors. If and when such bonus plan is adopted by the Company, your annual
target performance bonus for your first year of employment shall be 25% of your base salary. The bonus will be based upon achievement of both corporate and individual goals. All payments are subject to legally required tax withholdings. 

Additionally, you will receive a one-time sign on bonus of $75,000 which reflects your 12 month commitment to the Company. If you resign without Good Reason
(as defined below) from your employment or if you are terminated by the Company for Cause (as defined below) prior to the one year anniversary of the Start Date, you will be required to pay back the sign on-bonus. You authorize the Company to deduct
all or part of the sign on bonus from any then unpaid compensation, subject to applicable law, and you agree to pay any remainder within ten days of the date of termination. The Company agrees that the amount subject to repayment above will be
reduced on a pro-rata basis, based on the number of full weeks of completed employment within the one-year period following the Start Date. 












 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 1,340,000 of the Company’s common stock (the “Restricted Stock”), as of your start date, at an exercise or purchase price equal to the fair market value of
the Company’s common stock on the date of grant or issuance, subject to the standard terms and conditions of Decibel Therapeutics, Inc. Stock Incentive Plan and form of stock option or restricted stock agreement, including vesting, subject to
continued employment. The Restricted Stock will be subject to the terms and conditions of the Company’s then-current incentive 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 Company’s benefits plans subject to the terms
and conditions of such plans. Currently, the Company offers 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 reimburses the first 75% of the medical plan annual deductible expenses through an HRA administered by HRC Total Solutions, 100% of the cost of Life and AD&D insurance as well as Short and Long
Term Disability plans. You will accrue I 5 paid vacation days each year on pro-rata basis for the first 5 years of service; and you will receive paid holidays in accordance with the company holiday schedule. (Current Benefits Summary Attached.
Benefits are subject to change at any time in the Company’s sole discretion). 
 It is our understanding that you will continue to serve in your
capacity as a Board or Committee Member at Taiwan Biomaterial Company Ltd., located in Hsin-Chu, Taiwan and serve as a member of the Scientific Advisory Board/Consultant at Agios Pharmaceuticals in Cambridge, MA. In addition, you will continue to
work with Dr. Li-Huei Tsai, Picower Professor of Neuroscience and Director of the Picoswer Institute for Learning and Memory at MIT on area of treatments for Alzheimer disease. Any additional board, committee and/or consulting engagements will
be subject to pre-approval by the Board of Directors of the Company (the “Board”). 
 It is understood that you are an “at-will”
employee. You are not being offered employment for a definite period of time, and either you or the Company may terminate the employment relationship at any time and for any reason, with or without Cause or prior notice and without additional
compensation to you, subject to the following: 
 (a) the Company may terminate your employment for “Cause” (as defined below) upon written notice
to you effective immediately, in which case you will not be entitled to receive any form of payment other than your earned salary but accrued but unused vacation through your date of termination (the “Accrued Obligations”); 

(b) you may terminate your employment voluntarily other than for “Good Reason” (as defined below) upon at least thirty (30) days’ prior
written notice to the Company, in which case you will not be entitled to receive any form of payment other than the Accrued Obligations; and 
 (c) the
Company may terminate your employment without Cause upon written notice to you effective immediately, provided and notwithstanding the foregoing, in the event that the Company terminates your employment without Cause, then, subject to you entering
into and complying with a separation 

  
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agreement and general release in a form provided by the Company, you will be entitled to a severance pay in an amount equal to: (i) nine (9) months of your then base salary as of the
date of termination, such amount to be paid in equal installments over a nine (9) month period after the date of your termination in accordance with the Company’s usual payroll practices and periods, subject to applicable taxes and
withholding, and (ii) payment for nine (9) months of monthly COBRA premiums at the same rate as the Company pays for active employees for you and your eligible dependents, subject to applicable COBRA terms and in compliance with applicable
non-discrimination or other requirements under the Internal Revenue Code (the ‘‘Code’’), the Patient Protection and Affordable Care Act, or the Health Care and Education Reconciliation Act (the “Severance Benefits”). In
the interest of clarity, in the event your employment is terminated as a result of your (i) death, (ii) disability, (iii) resignation (iv) termination for Cause by the Company you will be entitled to the Accrued Obligations (as
defined below) but you will not be entitled to the Severance Benefits or any other compensation. 
 During the severance period, should you be otherwise
employed or consulting more than 50% of your time, the severance payments will discontinue. 
 In addition, following such resignation or termination, as
applicable, the Company will pay you the prorated portion of the target bonus for the fiscal year in which you are terminated (with such prorated portion determined by the number of days you were employed during such fiscal year). This payment will
be made once the Company has paid out annual performance bonuses for all employees. 
 (d) For purposes of this letter agreement: 

“Cause” means: 
 Your dishonest statements or acts with
respect to the Company or any affiliate of the Company, or any current or prospective customers, suppliers vendors or other third parties with which such entity does business that results in or is reasonably anticipated to result in material harm to
the Company; (ii) your commission of (A) a felony or (B) any misdemeanor involving moral turpitude, deceit, dishonesty or fraud; (iii) your failure to perform your assigned duties and responsibilities to the reasonable
satisfaction of the Company which failure continues, in the reasonable judgment of the Company, for thirty (30) days after written notice given to you by the Company describing such failure in reasonable detail; (iv) your gross negligence,
willful misconduct or insubordination with respect to the Company that results in or is reasonably anticipated to result in harm to the Company; or (v) your material violation of any provision of any agreement(s) between you and the Company,
including any agreement relating to noncompetition, nonsolicitation, nondisclosure and/or assignment of inventions. 
 “Good Reason” means that
you have complied with the “Good Reason Process” (hereinafter defined) following the occurrence of any of the following events: (i) a material diminution in your responsibilities, authority or duties; (ii) a material diminution
in your Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or substantially all senior management employees of the Company; or (iii) change of more than 50 miles
in the geographic location at which you provide services to the Company (each a “Good Reason Condition”). Notwithstanding the foregoing, a suspension of your responsibilities, authority and/or duties for the Company during any portion of a
bona tide internal investigation or an investigation by regulatory or law enforcement authorities shall not be a Good Reason Condition. Good Reason Process shall mean that (i) you reasonably determine in good faith that a Good Reason Condition
has occurred; (ii) you notify the Company in writing of the occurrence of the Good Reason Condition within 30 days of the occurrence of such condition; (iii) you cooperate in good faith with the Company’s efforts, for a


  
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period not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; (iv) notwithstanding such efforts, the Good Reason condition continues
to exist; and (v) you terminate employment within 30 days after the end of the Cure Period. If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred. 

(f) The Severance Payments shall commence within 60 days after the Date of Termination and shall be made on the Company’s regular payroll dates;
provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Payments shall begin to be paid in the second calendar year. In the event you miss a regular payroll period between the Date
of Termination and first Severance Payment date, the first Severance Payment shall include a “catch up” payment. Solely for purposes of Section 409 A of the Internal Revenue Code of 1986, as amended, each Severance Payment is
considered a separate payment. 
 The time for payment, or schedule for payment, of any severance payments due hereunder may not be accelerated, except as
provided for in the Treasury Regulations promulgated under Section 409A of the Internal Revenue Code of 1986 (the “Code 11 ), or any law replacing or superseding such Section or regulations. Notwithstanding the preceding provisions of this
Section 6(d), in the case that the Company becomes a publicly traded company and you are deemed a “specified employee” (as defined in Section 409A(2)(B)(i) of the Code), no severance payment may be made earlier than the date
which is six (6) months after the termination of employment hereunder (or, if earlier, the date of the death of the Executive) if and to the extent required by applicable law or other rules of any stock exchange upon which any of shares of the
Company’s capital stock are then traded. 
 All payments described herein are subject to legally required tax withholdings. 

In the event that, within the twelve (12) month period that immediately follows or the 30 day period immediately prior to a Change in Control (as defined
below), your employment with the Company is terminated: (i) on account of your death or Permanent Disability, (ii) by the Company without Cause, or (iii) as a result of your resignation for Good Reason, then fifty (50%) percent
of your then unvested equity (or outstanding unvested restricted stock and/or options to purchase shares of the Company’s Common Stock) shall accelerate and become fully vested. As used herein, “Change in Control” shall mean the
(i) the sale of the Company in which the shareholders of the Company in their capacity as such no longer own a majority of the outstanding equity securities of the Company (or its successor); (ii) any sale of all or substantially all of
the assets or capital stock of the Company (other than in a spin-off or similar transaction) or (iii) any other acquisition of the business of the Company, as determined by the Company’s Board of Directors in their sole discretion. For the
avoidance of doubt, in no event shall a bona fide equity or debt financing of the Company, including a financing in which greater than 50% of the Company’s outstanding equity securities are acquired by a third-party, or reorganization required
to effect an initial public offering, be deemed a “Change in Control” for purposes of this letter. 
 (b) In connection with a Change of Control,
the Company agrees to give due consideration to obtaining such vote by disinterested shareholders (and/or members) as may be necessary such that Section 280G of the Code and the applicable IRS regulations thereunder, will not apply to any
compensation, payment or distribution by the Company to you in connection with such Change of Control. 

  
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 Your normal place of work will be at the location of Decibel Therapeutics, Inc., currently at 215 First
Street, Cambridge MA 02142. Enclosed is a “Non-Solicitation, Non-Competition, Confidentiality and Assignment Agreement” (the “Agreement”), the terms of which are incorporated by reference herein. 

In making this offer, the Company understands, and in accepting it you represent that you are not under any obligation to any former employer or any person or
entity which would prevent, limit, or impair in any way the performance by you of your duties as an employee of the Company. 
 The Immigration Reform and
Control Act requires employers to verify the employment eligibility and identity of new employees. You will be required to complete a Form I-9 which will be provided to you before the Start Date. Please bring the appropriate documents listed on that
form with you when you report for work. We will not be able to employ you if you fail to comply with this requirement. 
 This letter agreement and the
Agreement referenced above constitute the complete agreement between you and the Company, contain all of the terms of your employment with the Company and supersede any prior agreements, representations or understandings (whether written, oral or
implied) between you and the Company. This letter agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company, although your job duties, title, reporting
relationship, compensation and benefits may change from time to time, at the Company’s option. 
 Please indicate your acceptance of this contingent
offer by signing and returning the enclosed copy of this letter and the Employee Agreement. You may indicate your acceptance of this offer by signing on the appropriate space below and returning a signed, scanned copy of this letter and the Employee
Agreement to Susan O’Connor, Human Resources or returning by mail to Susan O’Connor, Human Resources, 215 First Street, Cambridge, MA 02142. 
 We
look forward to your joining the Company and are pleased that you will be working with us. 
  

					
	Very truly yours,	 		 	
			
	/s/ Kevin Starr	 		 	  

	Kevin Starr	 		 	
	 Interim Chief Executive Officer
 Decibel
Therapeutics, Inc.
	 		 	
			
	Accepted and Agreed:	 		 	
			
	/s/ Shin-San Michael Su, Ph.D.	 		 	 June 10, 2016

	  
	 		 	Date


  
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