EX-10.9





 Exhibit 10.9 
  


			
	



	  	 Imara, Inc.
 116
Huntington Ave, 6th Floor
 Boston, MA 02116

 
 Info@Imaratx.com

+1 617 206-2020
  

www.imaratx.com


 September 23, 2019 

Mr. Willem Scheele 
 Dear Willem, 

On behalf of IMARA Inc., a Delaware corporation (the “Company”), I am very pleased to offer you this revised “letter
agreement” with the Company. This letter agreement shall supersede, amend and restate in all respects the letter agreement between you and the Company dated March 1, 2019, as amended and restated by the letter agreement between you and
the Company dated June 27, 2019 (as amended and restated, the “Former Letter Agreement”), provided, and for the avoidance of doubt, that nothing herein supersedes the Employee Confidentiality, Assignment and
Noncompetition Agreement signed by you on March 5, 2019 (the “Restrictive Covenants Agreement”), which remains in effect, unaltered, in all respects. 

The terms of your employment with the Company are as set forth below: 

1. Position. You will be employed to serve as Chief Medical Officer of the Company. As Chief Medical Officer, you will have the duties,
authorities and responsibilities that are customarily associated with such position, and such other duties, authorities and responsibilities the Chief Executive Officer and the Company’s Board of Directors (the “Board”)
designate from time to time that are not inconsistent with such position. You will perform such duties to the Company primarily at the Company’s headquarters in Cambridge, Massachusetts. You will report directly to the Chief Executive Officer.
While an employee of the Company, you will devote substantially all of your professional time and efforts to the business of the Company. Any outside professional or other business activity you engage in must be approved in advance by the
Board and must not conflict with your duties to the Company. 
 2. Compensation. 

a. Base Salary. Your base salary is paid at the rate of $14,791.66 semi-monthly (i.e. a gross aggregate amount of $355,000 per annum
assuming continuing service over a 12-month period), subject to tax and other withholdings as required by law. Your salary shall be reviewed annually by the Board. 

b. Discretionary Bonus Program. You are eligible for an annual discretionary bonus of up to thirty five percent (35%) of your
annualized base salary to allow you to participate in the success of the Company based upon a combination of Company achievements and your performance, both as determined in the sole discretion of the Board. Any annual bonus shall be paid no later
than March 15th of the year immediately following the year to which the applicable annual bonus relates, and you must be an active employee of the Company on the date any bonus is paid to be
eligible for and to earn a bonus award. No bonus shall be considered to be earned until it is paid, as it also serves as an incentive to remain employed by the Company. Any bonus would be pro-rated for the
2019 calendar year based on your Start Date of March 15, 2019. 

  
 1 















			
	



	  	Imara, Inc.
	  	 116 Huntington Ave, 6th Floor

Boston, MA 02116
  

Info@Imaratx.com
 +1 617
206-2020
  
 www.imaratx.com



 

 c. Option. The Company has granted you (i) an option to purchase 1,115,470 shares
of the Company’s Class A Common Stock at a price per share equal to the fair market value per share of the common stock on the date of grant, as determined by the Board (the “Initial Option Grant”), and (ii) an
option to purchase an additional 189,244 shares of the Company’s Class A Common Stock at a price per share equal to the fair market value per share of the common stock on the date of grant, as determined by the Board (the
“Milestone Option Grant” and, together with the Initial Option Grant, the “Option”). 
 The Option shall be subject to all
terms and other provisions set forth in the Company’s 2016 Stock Incentive Plan (as amended from time to time, the “Plan”) and in a separate option agreement (“Option Agreement”), which will provide for
(i) vesting of shares subject to the Option as follows so long as you have been continuously providing services to the Company as an employee, consultant or advisor through each vesting date: (A) 25% of such shares will vest on the first
anniversary of the applicable Vesting Commencement Date (as defined below) and (B) the remainder of such shares will vest in equal quarterly installments after the first anniversary of the applicable Vesting Commencement Date over the three
year period thereafter; and (ii) the acceleration of vesting on all unvested shares subject to the Initial Option Grant and (if the Milestone Closing has occurred) the Milestone Option Grant if a Qualifying Termination (as defined in
Section 5(b)) occurs within 12 months after a Change of Control (as defined below) (such 12-month period, the “Change of Control Period”), so long as you have been continuously providing
services as an employee (even if on leave of absence), consultant or advisor to the Company from the Start Date up to and including such Change of Control through the date of such qualifying termination without Cause or such qualifying resignation
for Good Reason, and provided that you timely sign and do not revoke a Release (as defined below). To avoid doubt, if the Milestone Closing has not occurred, the vesting of the shares subject to the Milestone Option Grant shall not be subject
to acceleration as described in the preceding sentence. 
 The “Vesting Commencement Date(s)” for the Option shall be as follows:
(A) for the Initial Option Grant, the Vesting Commencement Date shall be March 15, 2019, and (B) for the Milestone Option Grant, the Vesting Commencement Date shall be the date of the Milestone Closing (as defined in the Series B Preferred
Stock Purchase Agreement dated as of March 15, 2019 (the “Purchase Agreement”)). In the event that the Milestone Closing does not occur prior to September 15, 2020 (eighteen (18) months following the Initial
Closing (as defined in the Purchase Agreement), then the Milestone Option Grant shall be forfeited in its entirety. 
 d. Withholdings.
The Company shall withhold from any compensation or benefits payable under this letter agreement or the Restrictive Covenants Agreement (as applicable) any federal, state and local income, employment or other similar taxes and withholdings as
may be required to be withheld pursuant to any applicable law or regulation. 

  
 2 















			
	



	  	Imara, Inc.
	  	 116 Huntington Ave, 6th Floor

Boston, MA 02116
  

Info@Imaratx.com
 +1 617
206-2020
  
 www.imaratx.com



 

 3. Benefits. 

a. Vacation & Holidays. You will be eligible for four (4) weeks of paid vacation each year, to be accrued
and used consistent with the Company’s vacation policy. You will also be eligible for Company-paid holidays in accordance with Company policy. In addition, you will be given professional time to continue your Honorary Consulship (HC) work as
previously described. This will not count toward your vacation utilization. 
 b. Other. You may participate in any and all benefit
programs that the Company establishes and makes available to its employees from time to time, provided that you are eligible under (and subject to all provisions of) the plan documents that govern those programs. Benefits are subject to change at
any time in the Company’s sole discretion. Currently, the Company pays for 80% of employee group health insurance premiums. In addition, the Company currently anticipates establishing an employee 401 (k) plan. The Company will also reimburse
100% of the parking/commuting cost of one of the following; Monthly Parking at a designated parking garage lot, Charlie Card T-Pass, or Commuter Rail. 

c. Expenses. The Company shall reimburse you for all ordinary and reasonable out-of-pocket business expenses incurred by you in furtherance of the Company’s business in accordance with the Company’s policies with respect thereto as in effect from time to time. In order to be
eligible for any expense reimbursement hereunder, you must (i) submit reasonable documentation evidencing the nature and amount of any such business expenses incurred by you and (ii) submit any request for reimbursement no later than
ninety (90) days following the date that such business expense is incurred. 
 4. At-Will
Employment. Your employment with the Company is and shall at all times during your employment hereunder be “at-will” employment. The Company or you may terminate your employment at any time for
any reason, with or without Cause or Good Reason, and with or without notice. You agree that although your title, duties, compensation or benefits may change from time to time, such changes will not change the
“at-will” nature of your employment during your tenure as an employee of the Company, and may only be changed by an express written agreement that is signed by you and an officer duly authorized by
the Board (other than you). 

  
 3 















			
	



	  	Imara, Inc.
	  	 116 Huntington Ave, 6th Floor

Boston, MA 02116
  

Info@Imaratx.com
 +1 617
206-2020
  
 www.imaratx.com



 

 5. Termination of Employment. 

a. If you resign your employment with the Company without Good Reason or the Company terminates your employment for Cause you will receive no
additional compensation other than: (i) any unpaid base salary for services rendered through the last day of your employment (the “Termination Date”); (ii) reimbursement of any
un-reimbursed business expenses incurred as of the Termination Date in accordance with the Company’s reimbursement policy; (iii) payment for any accrued but unused vacation time (if applicable)
earned through the Termination Date; and (iv) all other earned payments, vested benefits or vested or earned fringe benefits to which you shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe
benefit plan or program or grant or this letter agreement (collectively, clauses (i) through (iv) shall be referred herein as the “Accrued Benefits”). The Accrued Benefits will be paid to you consistent with applicable law.

 b. If the Company terminates your employment for any reason other than Cause (except for termination due to your death or Disability) or
you resign for Good Reason (in either case, a “Qualifying Termination”), you will receive the Accrued Benefits, and, based upon satisfaction of the criteria in Section 5(d) below, including without limitation your
execution and delivery of the separation and release agreement described therein and the lapse of any applicable revocation period without the release being revoked, you shall be eligible to receive the following severance benefits:
(i) severance pay in the form of continuation of your base salary in effect as of the Termination Date for a period of nine (9) months, less standard deductions, payable in accordance with the Company’s then regular pay policies
commencing on or before the sixtieth (60th) day following the Termination Date (“Severance Pay”), provided, that the first such payment shall include any amounts that would
have been paid to you hereunder had the release become effective upon the Termination Date; and (ii) following the Termination 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 the Company shall reimburse you for your premiums under COBRA on a monthly basis until the earlier of (x) nine (9)
months following the Termination Date, or (y) the date upon which you commence full-time employment (or employment that provides you with eligibility for healthcare benefits substantially comparable to those provided by the Company) with an
entity other than the Company. Notwithstanding any of the foregoing, if the 60-day period following the Termination Date would end in a calendar year subsequent to the year in which the Termination Date
occurs, (i) the payments under this Section 5(b) will not be paid or commence before the first payroll of the subsequent calendar year; and (ii) any Severance Pay received in any calendar year shall be reduced by the amount of Garden
Leave Pay you receive in the same such calendar year under, and as defined in, the Restrictive Covenants Agreement, provided that in no event shall the Severance Pay be reduced below $1000. In addition, if you experience a Qualifying
Termination during the Change of Control Period, and subject to Section 5(d), the Company shall pay you seventy-five percent (75%) of your annual bonus target amount for the year in which the Termination Date occurred in a lump sum on the date
the first installment of Severance Pay is paid. 

  
 4 















			
	



	  	Imara, Inc.
	  	 116 Huntington Ave, 6th Floor

Boston, MA 02116
  

Info@Imaratx.com
 +1 617
206-2020
  
 www.imaratx.com



 

 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 
 (II) You acknowledge and reaffirm your
continuing obligations as set forth in the Restrictive Covenants Agreement. 

  
 5 















			
	



	  	Imara, Inc.
	  	 116 Huntington Ave, 6th Floor

Boston, MA 02116
  

Info@Imaratx.com
 +1 617
206-2020
  
 www.imaratx.com



 

 e. For all purposes of this letter agreement, the term “Cause” shall mean:
(i) a good faith finding by the Company that you have engaged in willful misconduct or gross negligence as to a material matter in connection with your duties; (ii) any act constituting fraud with respect to the Company; (iii) the
indictment for, conviction of, or a plea of guilty or nolo contendere to, a felony under applicable law; (iv) a good faith finding by the Company that you have engaged in material violation of a material term of this letter agreement,
the Restrictive Covenants Agreement or any written Company policy made available to you; (v) your failure to attempt in good faith to (A) perform your duties in all material respects or (B) follow a clear, lawful and reasonable
directive of the Board; or (vi) a material breach of a fiduciary duty owed to the Company that has caused, or could reasonably be expected to cause, a material injury to the Company; provided, that in no event shall your employment be
terminated for Cause unless (A) an event or circumstance set forth in clauses (i) through (vi) has occurred and the Company provides you with written notice after Company has knowledge of the occurrence of existence of such event or
circumstance, which notice reasonably identifies the event or circumstance that the Company believes constitutes Cause and (B) with respect to the events and circumstances set forth in clauses (iv) and (v) only, you fail to substantially
cure the event or circumstance so identified within 30 days of the receipt of such notice, if the Board considers the situation to be reasonably correctable. 

f. For all purposes of this letter agreement, the term “Good Reason” shall mean, each without your consent: (i) a
material diminution in authority, duties or responsibilities of the person you are required to report to or a material diminution in your authority, duties or responsibilities (other than temporarily while physically or mentally incapacitated or as
required by applicable law); (ii) a material reduction by the Company in your annual base salary; (iii) relocation of your primary office at the Company’s headquarters in the Cambridge, Massachusetts metropolitan area to another location
by more than twenty (20) miles; or (iv) a material breach by the Company of a material term of this letter agreement. You shall provide the Company with a written notice detailing the specific circumstances alleged to constitute Good
Reason within ninety (90) days after the first occurrence of such circumstances, and the Company shall have thirty (30) days following receipt of such notice to cure such circumstances in all material respects, provided,
that, no termination for Good Reason shall occur unless you end your employment within 180 days after the first occurrence of any Good Reason event. 

g. For all purposes of this letter agreement, the term “Change of Control” shall mean: (i) any merger, reorganization,
consolidation, recapitalization or other transaction or series of related transactions, including a transfer of shares of capital stock, whether or not the Company is the surviving or continuing corporation in such transaction, and whether or not
the Company is a party thereto, that results in the holders of shares of capital stock immediately prior to such transaction or transactions holding, immediately after such transaction or transactions (whether by virtue of securities issued as
consideration for the transaction or otherwise), less than 50% of the voting power and economic interest of the surviving, continuing or purchasing entity; or (ii) any sale, lease, exclusive license or other disposition of all or substantially
all of the assets (tangible or intangible) of the Company and any subsidiaries taken as a whole. 

  
 6 















			
	



	  	Imara, Inc.
	  	 116 Huntington Ave, 6th Floor

Boston, MA 02116
  

Info@Imaratx.com
 +1 617
206-2020
  
 www.imaratx.com



 

 6. Section 409A. 

a. The intent of the parties is that payments and benefits under this letter agreement and the Restrictive Covenants Agreement (as applicable)
comply with, or be exempt from, Code Section 409A and, accordingly, to the maximum extent permitted, this letter agreement shall be interpreted to be in compliance therewith or exempt therefrom. If you notify the Company (with specificity as to
the reason therefor) that you believe that any provision of this letter agreement (or of any award of compensation, including equity compensation or benefits) would cause you to incur any additional tax or interest under Code Section 409A and
the Company concurs with such belief or the Company independently makes such determination, the Company shall, after consulting with you, reform such provision to try to comply with Code Section 409A through good faith modifications to the
minimum extent reasonably appropriate to conform with Code Section 409A. To the extent that any provision hereof is modified in order to comply with Code Section 409A, such modification shall be made in good faith and shall, to the maximum
extent reasonably possible, maintain the original intent and economic benefit to you and the Company of the applicable provision without violating the provisions of Code Section 409A. 

b. A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for the
payment of any amounts or benefits upon or following a termination of employment that are considered “nonqualified deferred compensation” under Code Section 409A unless such termination is also a “separation from service”
within the meaning of Code Section 409A and, for purposes of any such provision of this letter agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from
service.” Notwithstanding any provision to the contrary in this letter agreement, no payments or benefits that are considered “nonqualified deferred compensation” under Code Section 409A to which you otherwise become entitled
under this letter agreement or the Restrictive Covenants Agreement in connection with your termination of employment, shall be made or provided to you prior to the earlier of (i) the expiration of the six (6) month period measured from the
date of your “separation from service” with the Company (as such term is defined in Code Section 409A) or (ii) the date of your death, if you are deemed at the time of such separation from service to be a “specified
employee” under Code Section 409A. Upon the expiration of the applicable Code Section 409A(a)(2) deferral period, all payments and benefits deferred pursuant to this Section 6(b) (whether they would have otherwise been
payable in a single sum or in installments in the absence of such deferral) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this letter agreement or the Restrictive Covenants Agreement shall be
paid or provided in accordance with the normal payment dates specified for them herein. 

  
 7 















			
	



	  	Imara, Inc.
	  	 116 Huntington Ave, 6th Floor

Boston, MA 02116
  

Info@Imaratx.com
 +1 617
206-2020
  
 www.imaratx.com



 

 c. All expenses or other reimbursements under this letter agreement shall be made promptly
following submission of required documentation, and in any case on or prior to the last day of the taxable year following the taxable year in which such expenses were incurred by you (provided that if any such reimbursements constitute taxable
income to you, such reimbursements shall be paid no later than March 15th of the calendar year following the calendar year in which the expenses to be reimbursed were incurred), and (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit and (ii) no such reimbursement or expenses eligible for reimbursement in any taxable year shall in any way affect the
expenses eligible for reimbursement in any other taxable year, provided, that the foregoing clause (ii) shall not be violated with regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Internal Revenue
Code solely because such expenses are subject to a limit related to the period the arrangement is in effect. 
 d. For purposes of Code
Section 409A, your right to receive any installment payment pursuant to this letter agreement shall be treated as a right to receive a series of separate and distinct payments. Neither you nor the Company shall have the right to accelerate or
defer the delivery of any payments or benefits under this letter agreement or the Restrictive Covenants Agreement except to the extent specifically permitted or required by Section 409A. Whenever a payment under this letter agreement or the
Restrictive Covenants Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination”), the actual date of payment within the specified
period shall be within the sole discretion of the Company. Notwithstanding any other provision of this letter agreement to the contrary, in no event shall any payment under this letter agreement or the Restrictive Covenants Agreement that
constitutes “nonqualified deferred compensation” for purposes of Code Section 409A be subject to offset, counterclaim or recoupment by any other amount payable to you unless otherwise permitted by Code Section 409A. 

7. Resolution of Disputes. Any controversy or claim arising out of or relating to your employment, this letter agreement, its
enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, shall be submitted to arbitration in Boston, Massachusetts before a single arbitrator (applying Massachusetts
law), in accordance with the National Rules for the Resolution of Employment Disputes then in effect of the American Arbitration Association (“AAA”) as modified by the terms and conditions of this Section 7;
provided, however, that provisional injunctive relief (including without limitation under the Restrictive Covenants Agreement) may, but need not, be sought in a court of law before or while arbitration proceedings are pending, and any
provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the arbitrator. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, by striking
from a list of arbitrators supplied by AAA. The arbitrator shall issue a written opinion revealing, however briefly, the essential findings and conclusions upon which the award is based. Final resolution of any dispute through arbitration may
include any remedy or relief, which the arbitrator deems just and equitable. Any award or relief granted by the arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction. 

  
 8 















			
	



	  	Imara, Inc.
	  	 116 Huntington Ave, 6th Floor

Boston, MA 02116
  

Info@Imaratx.com
 +1 617
206-2020
  
 www.imaratx.com



 

 The parties acknowledge that they are hereby waiving any rights to trial by jury in any
action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this letter agreement or your employment. 

The Company shall pay the arbitrator’s fees and arbitration expenses and any other costs associated with the arbitration or arbitration
hearing that are unique to arbitration. The Company and you each shall separately pay its or your own deposition, witness, expert and attorneys’ fees and other expenses as and to the same extent as if the matter were being held in court unless
otherwise provided by law. The arbitrator shall have the sole and exclusive power and authority to decide any and all issues of or related to whether this letter agreement or any provision of this letter agreement is subject to arbitration. 

8. No Inconsistent Obligations. By accepting this offer of employment, you represent and warrant to the Company that you are under no
obligations or commitments, whether contractual or otherwise, that are inconsistent with your obligations set forth in this letter agreement or that would be violated by your employment by the Company. You agree that you will not take any action on
behalf of the Company or cause the Company to take any action that will violate any agreement that you have with a prior employer. 
 9.
Section 280G. 
 a. Notwithstanding any other provision of this letter agreement, except as set forth in Section 9(b), in the
event that the Company undergoes a “Change in Ownership or Control” (as defined below), the Company shall not be obligated to provide to you a portion of any “Contingent Compensation Payments” (as defined below) that you would
otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute payments” (as defined in Code Section 280G(b)(1)) for you. For purposes of this Section 9, the Contingent Compensation Payments so
eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1,
Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.” 

b. Notwithstanding the provisions of 9(a), no such reduction in Contingent Compensation Payments shall be made if (i) the Eliminated
Amount (computed without regard to this sentence) exceeds (ii) 100% of the aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1,
Q/A-31 and Q/A-32 or any successor provisions) of the amount of any additional taxes that would be incurred by you if the Eliminated Payments (determined without regard
to this sentence) were paid to you (including, state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code payable with respect to all of the Contingent Compensation Payments in excess of your
“base amount” (as defined in Section 280G(b)(3) of the Code), and any withholding taxes). The override of such reduction in Contingent Compensation Payments pursuant to this Section 9(b)


  
 9 















			
	



	  	Imara, Inc.
	  	 116 Huntington Ave, 6th Floor

Boston, MA 02116
  

Info@Imaratx.com
 +1 617
206-2020
  
 www.imaratx.com



 

 
shall be referred to as a “Section 9(b) Override.” For purposes of this paragraph, if any federal or state income taxes would be attributable to the receipt of any Eliminated
Payment, the amount of such taxes shall be computed by multiplying the amount of the Eliminated Payment by the maximum combined federal and state income tax rate provided by law. 

c. For purposes of this Section 9 the following terms shall have the following respective meanings: 

(I) “Change in Ownership or Control” shall mean a change in the ownership or effective control of the Company or in
the ownership of a substantial portion of the assets of the Company determined in accordance with Section 280G(b)(2) of the Code. 

(II) “Contingent Compensation Payment” shall mean any payment (or benefit) in the nature of compensation that is made
or made available (under this letter agreement or otherwise) to a “disqualified individual” (as defined in Section 280G(c) of the Code) and that is contingent (within the meaning of Section 280G(b)(2)(A)(i) of the Code) on a
Change in Ownership or Control of the Company. 
 d. Any payments or other benefits otherwise due to you following a Change in Ownership or
Control that could reasonably be characterized (as determined by the Company) as Contingent Compensation Payments (the “Potential Payments”) shall not be made until the dates provided for in this Section 9(d). Within 30 days after
each date on which you first become entitled to receive (whether or not then due) a Contingent Compensation Payment relating to such Change in Ownership or Control, the Company shall determine and notify you (with reasonable detail regarding the
basis for its determinations) (i) which Potential Payments constitute Contingent Compensation Payments, (ii) the Eliminated Amount and (iii) whether the Section 9(b) Override is applicable. Within 30 days after delivery of such
notice to you, you shall deliver a response to the Company (the “Executive Response”) stating either (A) that you agree with the Company’s determination pursuant to the preceding sentence, or (B) that you disagree with such
determination, in which case you shall set forth (i) which Potential Payments should be characterized as Contingent Compensation Payments, (ii) the Eliminated Amount, and (iii) whether the Section 9(b) Override is applicable. In
the event that you fail to deliver an Executive Response on or before the required date, the Company’s initial determination shall be final. If and to the extent that any Contingent Compensation Payments are required to be treated as Eliminated
Payments pursuant to this Section 9, then the payments shall be reduced or eliminated, as determined by the Company, in the following order: (i) any cash payments, (ii) any taxable benefits, (iii) any nontaxable benefits, and
(iv) any vesting of equity awards in each case in reverse order beginning with payments or benefits that are to be paid the farthest in time from the date that triggers the applicability of the excise tax, to the extent necessary to maximize
the Eliminated Payments. If you state in the Executive Response that you agree with the Company’s determination, the Company shall make the Potential Payments to you within three business days following delivery to the Company of the Executive
Response (except for any 

  
 10 















			
	



	  	Imara, Inc.
	  	 116 Huntington Ave, 6th Floor

Boston, MA 02116
  

Info@Imaratx.com
 +1 617
206-2020
  
 www.imaratx.com



 

 
Potential Payments which are not due to be made until after such date, which Potential Payments shall be made on the date on which they are due). If you state in the Executive Response that you
disagree with the Company’s determination, then, for a period of 60 days following delivery of the Executive Response, you and the Company shall use good faith efforts to resolve such dispute. If such dispute is not resolved within such 60-day period, such dispute shall be settled exclusively by arbitration in the Commonwealth of Massachusetts, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be
entered on the arbitrator’s award in any court having jurisdiction. The Company shall, within three business days following delivery to the Company of the Executive Response, make to you those Potential Payments as to which there is no dispute
between the Company and you regarding whether they should be made (except for any such Potential Payments which are not due to be made until after such date, which Potential Payments shall be made on the date on which they are due). The balance of
the Potential Payments shall be made within three business days following the resolution of such dispute. Subject to the limitations contained in Sections 9(a) and 9(b) hereof, the amount of any payments to be made to you following the resolution of
such dispute shall be increased by the amount of the accrued interest thereon computed at the prime rate announced from time to time by The Wall Street Journal, compounded monthly from the date that such payments originally were due. 

e. The provisions of this Section 9 are intended to apply to any and all payments or benefits available to you under this letter
agreement or any other agreement or plan of the Company under which you may receive Contingent Compensation Payments. 
 10.
Miscellaneous. 
 a. This letter agreement may be executed in counterparts, each of which shall be deemed to be an original but all
of which together will constitute one and the same instrument. 
 b. The Company may only assign this letter agreement to a successor
(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company, provided, that such successor expressly agrees to assume and perform this letter agreement
in the same manner and to the same extent that the Company would have been required to perform it if no such assignment had taken place, and the term “Company” shall include any such successor that assumes and agrees to perform this letter
agreement, by operation of law or otherwise. 
 c. No provision of this letter agreement may be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be designated by the Board (other than you). No waiver by either party hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this letter agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time. 

  
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	  	Imara, Inc.
	  	 116 Huntington Ave, 6th Floor

Boston, MA 02116
  

Info@Imaratx.com
 +1 617
206-2020
  
 www.imaratx.com



 

 d. The validity, interpretation, construction and performance of this letter agreement shall
be governed by the laws of the Commonwealth of Massachusetts without regard to the choice of law principles thereof. 
 e. This letter
agreement embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements, discussions and/or understandings relating to the subject matter
hereof, including without limitation the Former Letter Agreement, provided, and for the avoidance of doubt, that nothing herein supersedes the Restrictive Covenants Agreement, the Plan or any Option Agreement, which remain in force and effect
in accordance with their terms. 
 f. Please accept all of the terms as set forth herein by signing and returning this letter agreement.

  

			
	Sincerely,
	
	IMARA INC.
		
	By:	 	/s/ Rahul D. Ballal
	Name:	 	Rahul D. Ballal, PhD
	Title:	 	Chief Executive Officer


  

			
	Agreed:	 	/s/ Willem Scheele
		 	Willem Scheele
		
		 	Date: September 27, 2019


  
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