nateagreement






ACTIVE/111655028.5         11    TRANSITION AGREEMENT  This Transition Agreement (“Agreement”) is made between Compass Pathways, Inc., a  Delaware corporation (the “Company”) and Nathan Poulsen (the “Executive”). The Company  together with the Executive shall be referred to as the “Parties”. Terms with initial capitalization  not otherwise defined shall have the meanings ascribed to such terms in the Employment  Agreement (as defined below).     WHEREAS, the Parties entered into an Employment Agreement that became effective as  of September 18, 2020 (the “Employment Agreement”), which superseded the prior employment  agreements between the Executive and the Company dated March 11, 2020 and March 1, 2021,  respectively (together, the “Prior Agreements”);    WHEREAS, pursuant to the Employment Agreement, the Company and the Executive  each retained the right to terminate the Executive’s employment without any breach of the  Employment Agreement under the circumstances set forth in Section 3 of the Employment  Agreement;      WHEREAS, the Company desires to continue the Executive’s employment during a  transition period;     WHEREAS, if the Executive enters into and complies with this Agreement, the ending  of the Executive’s employment with the Company will be on December 31, 2021, unless his  employment ends on an earlier date consistent with the terms of this Agreement, and the  Executive will be eligible to receive the severance pay and benefits as described in this  Agreement;    WHEREAS, this Agreement is the “Separation Agreement and Release” referred to in  the Employment Agreement; and     WHEREAS, the payments and benefits set forth in this Agreement are the exclusive  payments and benefits to the Executive in connection with the ending of the Executive’s  employment.  By entering into this Agreement, the Executive acknowledges and agrees that he is  not entitled to any other severance pay, benefits or equity rights including without limitation  pursuant to any severance plan, or program or arrangement.      NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency  of which is hereby acknowledged, the Parties hereby agree as follows:    1. Transition Period.      (a) If the Executive enters into and complies with this Agreement, then his  employment with the Company will continue until December 31, 2021, unless he sooner  resigns or the Company terminates his employment in accordance with the terms of this  Agreement. The actual last day of the Executive’s employment with the Company is referred to  herein as the “Date of Termination,” and the time period between the Effective Date of this  DocuSign Envelope ID: 12CF6953-ED27-41F1-8E94-C1A5F8F2DA63 





 






ACTIVE/111655028.5         11    Agreement (as defined below) and the Date of Termination is the “Transition Period.”     (b) During the Transition Period, the Executive agrees that he will no longer serve  as the General Counsel and Chief Legal Officer of the Company  (“General Counsel”) but,  instead, the Executive will become the Company’s Chief  Legal Officer, IP and report directly  to the President and Chief Business Officer (the “CBO”), and shall have such powers and  duties as may from time to time be prescribed by the CBO.  The Executive’s duties during the  Transition Period are anticipated to be focused on intellectual property matters and working to  ensure a smooth transition of his other duties and shall not include any responsibility for  compliance or General Counsel duties. The parties confirm that Executive has not been  responsible for  certain General Counsel and/or certain compliance duties since July 24, 2021,  but that he has remained, and shall remain throughout the Transition Period, counsel to the  Company. Specific projects that the Company expects the Executive to work on during the  Transition Period are listed on Exhibit A. The Executive’s duties may change during the  Transition Period, and the Executive acknowledges and agrees that such changes shall not  constitute a Good Reason Condition. The Executive also acknowledges and agrees that the  Company may interview and hire a new General Counsel and Chief Legal Officer during the  Transition Period. The Executive shall devote his full working time and efforts to the business  and affairs of the Company during the Transition Period, unless otherwise requested by the  CBO. Notwithstanding the foregoing, the Executive may serve on other boards of directors  during the Transition Period, with the approval of the Board of Directors of the Company (the  “Board”), which approval shall not be unreasonably withheld, or engage in religious, charitable  or other community activities as long as such services and activities do not interfere with the  Executive’s performance of the Executive’s duties to the Company. If the Executive  commences other employment during the Transition Period, the Executive must immediately  inform the Company and his employment with the Company will end. The Executive will work  primarily remotely, provided that the Executive may be reasonably required to travel for  business, on occasion and consistent with the Company’s business needs. The Executive shall  work cooperatively and professionally with his colleagues during the Transition Period.    (c) During the Transition Period, the Executive will (i) be paid his Base Salary, (ii)  remain eligible to participate in the Company’s group employee benefit plans, subject to the  terms and conditions of those plans and (iii) continue to vest in his outstanding equity awards  through the Date of Termination consistent with the Company’s applicable equity incentive  plan(s) and the applicable award agreement(s) (collectively, the “Equity Documents”).      2. Ending of Employment.     (a) The Executive’s employment with the Company will end no later than  December 31, 2021. If, in the Company’s reasonable, good faith judgment, the Executive has  performed his transitional duties to the Company’s satisfaction prior to December 31, 2021, the  Executive’s employment may end prior to December 31, 2021 on a date determined by the  Company and the Executive. If the Executive satisfies the Conditions (as defined below), the  Company shall pay the Executive the Severance Amount set forth in Section 3 below following  the Date of Termination subject to the terms of this Agreement. For the avoidance of doubt, if  the Company terminates the Executive’s employment for Cause during the Transition Period or  if the Executive fails to satisfy any of the Conditions, then his employment will end  DocuSign Envelope ID: 12CF6953-ED27-41F1-8E94-C1A5F8F2DA63 





 






ACTIVE/111655028.5         11    immediately, he will cease vesting as of the Date of Termination, he shall be entitled to the  Accrued Obligations (as set forth in Section 2(b) below), and he shall have no further rights to  any compensation or benefits from the Company or any of its affiliates. The Company shall not  have the right to terminate the Executive’s employment other than for Cause or upon mutual  agreement during the Transition Period, but shall have the right to instruct the Executive to  cease actively performing any duties.    (b) Regardless of whether the Date of Termination is on December 31, 2021 or an  earlier date, the Executive will cease vesting in his equity awards on the Date of Termination  consistent with the terms of the Equity Documents, and the Company shall pay or provide to  the Executive (or to the Executive’s authorized representative or estate) (i) any Base Salary  plus any accrued but unused vacation time (subject to and in accordance with applicable  Company policy as in effect from time to time) earned through the Date of Termination; (ii)  unpaid expense reimbursements (subject to, and in accordance with, Section 2(c) of the  Employment Agreement); and (iii) any vested benefits the Executive may have under any  employee benefit plan of the Company through the Date of Termination, which vested benefits  shall be paid and/or provided in accordance with the terms of such employee benefit plans  (collectively, the “Accrued Obligations”). The Executive will also be provided with  information regarding the Consolidated Omnibus Budget Reconciliation Act of 1985, as  amended (“COBRA”) under separate cover.    (c) If the Executive satisfies the Conditions, then the Executive will continue to be  eligible for his 2021 annual incentive compensation, which will be paid at the time that the  Company’s executives receive their 2021 annual incentive compensation, and in any event no  later than March 15, 2022, and will be prorated if the Executive’s employment ends prior to  December 31, 2021.    (d) The Parties acknowledge and agree that all notice obligations under Section 4(a)  of the Employment Agreement have been satisfied. To the extent applicable, the Executive  shall be deemed to have resigned from all officer and board member positions that he holds  with the Company or any of its respective subsidiaries or affiliates upon the Date of  Termination (or sooner, if requested by the Board), and the Executive agrees to execute any  documents reasonably requested by the Company in order to effectuate such resignations. As  of the Date of Termination, the Executive shall have no further employment or service  relationship with the Company or any of its subsidiaries or affiliates.     3. Severance Amount.  If the Executive (i) enters into and complies with this Agreement,  (ii) is not terminated by the Company for Cause prior to December 31, 2021; (iii) does not resign  without Good Reason prior to December 31, 2021 (provided notwithstanding anything in the  Employment Agreement or this Agreement, Good Reason shall be limited to the Company  materially reducing Executive’s salary or requiring him to relocate); (iv) does not resign without  the prior written approval of the Board prior to December 31, 2021, (v) provides services and  works cooperatively and professionally with the CBO during the Transition Period and (iv)  enters into and does not revoke the certificate updating the release of claims set forth in Section 4  of this Agreement attached hereto as Exhibit B (the “Certificate”) on or after the Date of  Termination within the time period set forth therein (collectively, the “Conditions”), then the  Company shall pay the Executive an amount equal to nine (9) months of the Executive’s Base  DocuSign Envelope ID: 12CF6953-ED27-41F1-8E94-C1A5F8F2DA63 





 






ACTIVE/111655028.5         11    Salary, plus an additional six hundred and fifteen thousand dollars ($615,000) (the “Severance  Amount”), to be paid in a lump sum on the first practicable payroll date following the Effective  Date of the Certificate (as defined in the Certificate); provided, however, that if the 21-day  consideration period set forth in the Certificate following the Termination Date begins in one  calendar year and ends in a second calendar year, the Severance Amount, to the extent it  qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the  Internal Revenue Code of 1986, as amended (the “Code”), shall begin to be paid in the second  calendar year by the last day of such 60-day period.    4. General Release. In consideration for, among other terms, the opportunity to continue  the Executive’s employment during the Transition Period and to receive compensation, benefits  and continued vesting during such time, and for the Severance Amount, to which the Executive  acknowledges he would not otherwise be entitled, the Executive irrevocably and unconditionally  releases and forever discharges the Company, all of its affiliated and related entities, its and their  respective predecessors, successors and assigns, employee benefit plans and the fiduciaries of  such plans, and the current and former officers, directors, shareholders, employees, attorneys,  accountants, consultants, fiduciaries and agents of each of the foregoing in their official and  personal capacities (collectively referred to as the “Releasees”) generally from all claims,  demands, debts, damages and liabilities of every name and nature, known or unknown, that, as of  the date when the Executive signs this Agreement, he has, ever had, now claims to have or ever  claimed to have had against any or all of the Releasees (“Claims”). This release includes, without  limitation, the complete waiver and release of all Claims: arising in connection with or under the  Employment Agreement, the Prior Agreements or any other agreement between the Executive  and any of the Releasees; of breach of express or implied contract; of wrongful termination of  employment, whether in contract or tort; of intentional, reckless or negligent infliction of  emotional distress; of breach of any express or implied covenant of employment, including the  covenant of good faith and fair dealing; of interference with contractual or advantageous  relations, whether prospective or existing; of deceit or misrepresentation; of discrimination or  retaliation under federal, state or local law, including, without limitation, Title VII of the Civil  Rights Act of 1964, 42 U.S.C. § 2000e et seq., as amended, the Americans with Disabilities Act,  42 U.S.C. § 12101 et seq., the New York State Human Rights Law, the New York City Human  Rights Law or the New Jersey Law Against Discrimination; under any federal, state, local or  foreign statute, rule, ordinance or regulation; of promissory estoppel or detrimental reliance; of  violation of public policy; for wages, bonuses, incentive compensation, vacation pay or any other  compensation or benefits, whether under the New York State Labor Law, the New Jersey Wage  Payment Act, or otherwise; for fraud, slander, libel, defamation, disparagement, personal injury,  negligence, compensatory or punitive damages, or any other Claim for damages or injury of any  kind whatsoever; and for monetary recovery, injunctive relief, attorneys’ fees, experts’ fees,  medical fees or expenses, costs and disbursements. The Executive understands that this general  release of Claims includes, without limitation, any and all Claims related to the Executive’s  employment by the Company (including without limitation, any Claims against the Company in  respect of any stock-based awards of any kind) and the termination of his employment, and all  Claims as a Company stockholder or option holder arising up to and through the date that the  Executive signs this Agreement. Notwithstanding the foregoing, this general release does not  extend to any rights or claims (i) that may arise out of acts or events that occur after the date on  which the Executive signs this Agreement; (ii) that cannot be released as a matter of law; (iii) to  Executive’s rights to COBRA and unemployment insurance (the application for which shall not  DocuSign Envelope ID: 12CF6953-ED27-41F1-8E94-C1A5F8F2DA63 





 






ACTIVE/111655028.5         11    be contested by the Company); or (iv) for accrued, vested benefits under any employee benefit,  stock, savings, insurance, or pension plan of the Company. The Executive represents that he has  not assigned to any third party and has not filed with any agency or court any Claim released by  this Agreement. This release does not affect the Executive’s rights or obligations under this  Agreement, nor shall it affect the Executive’s rights, if any, to indemnification, contribution,  advancement or defense pursuant to the Company’s organizational documents by-laws, , if  applicable, any written indemnification agreement between the Company and the Executive, or  coverage, if any, under applicable directors’ and officers’ insurance policies, or applicable law.     5. Return of Property. Upon the earlier of the Date of Termination or a request by the  Company, the Executive is required to immediately return all Company property, including,  without limitation, his Company laptop, computer equipment, software, keys and access cards,  credit cards, files and any documents (including computerized data and any copies made of any  computerized data or software) containing information concerning the Company, its business or  its business relationships (“Company Property”). After returning all Company Property, the  Executive commits to deleting and finally purging any duplicates of files or documents that may  contain Company or customer information from any non-Company computer or other device that  remains the Executive’s property after the Date of Termination. The obligations contained in this  Section 5 are supplemental to, and not in lieu of, any return of property obligations the Executive  has pursuant to the Employee Confidentiality, Non-Solicitation, Non-Competition and  Assignment Agreement executed by the Executive on March 1, 2021 (the “Restrictive Covenants  Agreement”), a copy of which is attached hereto as Exhibit C and the terms of which are  incorporated by reference herein. Notwithstanding anything to the contrary in this Agreement or  the Restrictive Covenants Agreement, Employee may retain copies of documents related to  Employee’s compensation and benefits.    6. Noncompetition.  The Executive acknowledges and agrees that the noncompetition  provision set forth in Section 8 of the Restrictive Covenants Agreement remains in full force and  effect, provided, however, that nothing in the Restrictive Covenants Agreement shall be  interpreted to prohibit the Executive from providing legal services and advice to any other person  or entity, including a Competitive Business (as defined in the Restrictive Covenants Agreement),  in any capacity, if the Executive is able to provide such services consistent with his ethical  obligations, including his obligations with respect to the confidentiality of client information and  to the Company as a former client.       7. Cooperation.  During and after the Executive’s employment, the Executive shall  reasonably cooperate with the Company in (i) the defense or prosecution of any claims or actions  now in existence or which may be brought in the future against or on behalf of the Company  which relate to events or occurrences that transpired while the Executive was employed by the  Company, and (ii) the investigation, whether internal or external, of any matters about which the  Company believes the Executive may have knowledge or information. The Executive’s  cooperation in connection with such claims, actions or investigations shall include, but not be  limited to, being available to meet with counsel to answer questions or to prepare for discovery  or trial and to act as a witness on behalf of the Company at mutually convenient times. During  and after the Executive’s employment, the Executive also shall reasonably cooperate with the  Company in connection with any investigation or review of any federal, state or local regulatory  authority as any such investigation or review relates to events or occurrences that transpired  DocuSign Envelope ID: 12CF6953-ED27-41F1-8E94-C1A5F8F2DA63 





 






ACTIVE/111655028.5         11    while the Executive was employed by the Company. The Executive’s cooperation under this  Section shall not include the provision of any legal service or legal advice. The Company shall  reimburse the Executive for any reasonable out-of-pocket expenses incurred in connection with  the Executive’s performance of obligations pursuant to this Section 7 (including legal fees if the  Executive’s and the Company’s interests diverge).    8. Communications. Within three (3) days of the Executive signing this Agreement, the  Company shall deliver an internal email communication in the form contained in Exhibit D (the  “Company Announcement”). The Company plans to announce the Executive’s departure at a  Company meeting and to provide details about who will be managing and performing   responsibilities going forward. Within twelve hours of the Company Announcement, the  Executive shall deliver an email communication regarding his departure in the form attached as  Exhibit E (the “Executive’s Announcement”).         9. Continuing Obligations; Injunctive Relief. The Executive acknowledges that the  opportunity to continue his employment during the Transition Period and receive the associated  compensation, benefits and equity vesting is conditioned on his compliance with Sections 5  through 8 of this Agreement and the provisions of the Restrictive Covenants Agreement  (collectively, the “Continuing Obligations”). In the event the Executive breaches any of the  Continuing Obligations, then all payments of the Severance Amount shall immediately cease.  Such termination in the event of a breach by the Executive shall not affect the general release in  Section 4 of this Agreement or the Executive’s obligation to comply with the Continuing  Obligations. Further, the Executive agrees that it may be difficult to measure any damages  caused to the Company that might result from any breach by the Executive of the Continuing  Obligations and that in any event money damages may be an inadequate remedy for any such  breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes to breach,  any portion of the Continuing Obligations, the Company shall be entitled, in addition to all other  remedies it may have, to seek an injunction or other appropriate equitable relief to restrain any  such breach, without showing or proving any actual damage to the Company and without the  necessity of posting a bond, and the prevailing party in any such action shall be entitled to  recover its attorneys’ fees and costs associated with any such action from the other party.      10. Advice of Counsel. This Agreement is a legally binding document and the Executive’s  signature will commit the Executive to its terms. The Company advises the Executive to consult  with an attorney prior to signing this Agreement. The Executive acknowledges that he has  carefully read and fully understands all of the provisions of this Agreement and that he is  voluntarily entering into this Agreement. In signing this Agreement, the Executive is not relying  upon any promises or representations made by anyone at or on behalf of the Company.      11. Protected Disclosures. Nothing in this Agreement or otherwise limits the Executive’s   (i) obligation to testify truthfully in any legal proceeding; (ii) right to file a charge or complaint  with any federal agency or any state or local governmental agency or commission (together, a  “Government Agency”); or (iii) ability to communicate with any Government Agency or  otherwise participate in any investigation or proceeding that may be conducted by any  Government Agency. If the Executive files any charge or complaint with any Government  Agency and if the Government Agency pursues any claim on the Executive’s behalf, or if any  other third party pursues any claim on the Executive’s behalf, the Executive waives any right to  DocuSign Envelope ID: 12CF6953-ED27-41F1-8E94-C1A5F8F2DA63 





 






ACTIVE/111655028.5         11    monetary or other individualized relief (either individually or as part of any collective or class  action) for Claims released herein; provided that nothing in this Agreement limits any right the  Executive may have to receive a whistleblower award or bounty for information provided to the  Securities and Exchange Commission.    12. Time for Consideration; Effective Date. To accept this Agreement, the Executive must  return a signed, unmodified original or PDF copy of this Agreement so that it is received by the  undersigned within fourteen (14) days from his receipt of this Agreement (the “Consideration  Period”). The Executive and the Company agree that any changes or modifications to this  Agreement shall not restart the Consideration Period. This Agreement shall become effective  upon execution by both Parties (the “Effective Date”). Notwithstanding the foregoing, the  Company may withdraw the offer of this Agreement or may void this Agreement before the  Effective Date only if the Executive breaches any provision contained in this Agreement  (including any provision of the Restrictive Covenants Agreement).      13. Enforceability. If any portion or provision of this Agreement (including, without  limitation, any portion or provision of any section of this Agreement) shall to any extent be  declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this  Agreement, or the application of such portion or provision in circumstances other than those as  to which it is so declared illegal or unenforceable, shall not be affected thereby, and each portion  and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by  law.      14. Entire Agreement. This Agreement, together with the Restrictive Covenants Agreement,  constitutes the entire agreement between the Executive and the Company concerning the  Executive’s employment with the Company, and supersedes and replaces any and all prior  agreements and understandings between the Parties concerning the Executive’s employment with  the Company including, without limitation, the Prior Agreements and the Employment  Agreement (except for the definitions contained therein, which are preserved), provided that the  Equity Documents shall continue to be in full force and effect in accordance with their terms.    15. Waiver; Amendment. No waiver of any provision of this Agreement, including the  Continuing Obligations, shall be effective unless made in writing and signed by the waiving  party. The failure of the Company to require the performance of any term or obligation of this  Agreement or the Continuing Obligations, or the waiver by the Company of any breach of this  Agreement or the Continuing Obligations shall not prevent any subsequent enforcement of such  term or obligation or be deemed a waiver of any subsequent breach. This Agreement may not be  modified or amended except in a writing signed by both the Executive and a duly authorized  representative of the Company.    16. Taxes. The Company shall undertake to make deductions, withholdings and tax reports  with respect to payments and benefits under this Agreement to the extent that it reasonably and  in good faith determines that it is required to make such deductions, withholdings and tax  reports. Nothing in this Agreement shall be construed to require the Company to make any  payments to compensate the Executive for any adverse tax effect associated with any payments  or benefits or withholding from any payment or benefit.    DocuSign Envelope ID: 12CF6953-ED27-41F1-8E94-C1A5F8F2DA63 





 






ACTIVE/111655028.5         11    17. Section 409A.  Anything in this Agreement to the contrary notwithstanding, if at the time  of the Executive’s separation from service within the meaning of Section 409A of the Code, the  Company determines that the Executive is a “specified employee” within the meaning of Section  409A(a)(2)(B)(i) of the Code, then to the extent any payment or benefit that the Executive  becomes entitled to under this Agreement on account of the Executive’s separation from service  would be considered deferred compensation subject to the 20 percent additional tax imposed  pursuant to Section 409A(a) of the Code as a result of the application of  Section 409A(a)(2)(B)(i) of the Code, such payment shall not be payable and such benefit shall  not be provided until the date that is the earlier of (A) six months and one day after the  Executive’s separation from service, or (B) the Executive’s death.  If any such delayed cash  payment is otherwise payable on an installment basis, the first payment shall include a catch-up  payment covering amounts that would otherwise have been paid during the six-month period but  for the application of this provision, and the balance of the installments shall be payable in  accordance with their original schedule. To the extent that any payment or benefit described in  this Agreement constitutes “non-qualified deferred compensation” under Section 409A of the  Code, and to the extent that such payment or benefit is payable upon the Executive’s termination  of employment, then such payments or benefits shall be payable only upon the Executive’s  “separation from service.” The determination of whether and when a separation from service has  occurred shall be made in accordance with the presumptions set forth in Treasury Regulation  Section 1.409A-l(h). The parties intend that this Agreement will be administered in accordance  with Section 409A of the Code. To the extent that any provision of this Agreement is ambiguous  as to its compliance with Section 409A of the Code, the provision shall be read in such a manner  so that all payments hereunder comply with Section 409A of the Code. Each payment pursuant  to this Agreement is intended to constitute a separate payment for purposes of Treasury  Regulation Section 1.409A-2(b )(2). The parties agree that this Agreement may be amended, as  reasonably requested by either party, and as may be necessary to fully comply with Section 409A  of the Code and all related rules and regulations in order to preserve the payments and benefits  provided hereunder. The Company makes no representation or warranty and shall have no  liability to the Executive or any other person if any provisions of this Agreement are determined  to constitute deferred compensation subject to Section 409A of the Code but do not satisfy an  exemption from, or the conditions of, such Section.    18. Acknowledgment of Wage and Other Payments. The Executive acknowledges and  represents that, except as expressly provided in this Agreement, the Executive has been paid all  wages, bonuses, compensation, benefits and other amounts that any of the Releasees has ever  owed to the Executive as of the date the Executive signs this agreement. The Executive is not  entitled to any other compensation or benefits from the Company related to his employment  following the Date of Termination except as specifically set forth in this Agreement.    19. Waiver of Jury Trial.  Each of the Executive and the Company irrevocably and  unconditionally WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING  (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR  RELATING TO THIS AGREEMENT OR THE EXECUTIVE'S EMPLOYMENT BY THE  COMPANY OR ANY AFFILIATE OF THE COMPANY, INCLUDING WITHOUT  LIMITATION THE EXECUTIVE'S OR THE COMPANY'S PERFORMANCE UNDER, OR  THE ENFORCEMENT OF, THIS AGREEMENT.      DocuSign Envelope ID: 12CF6953-ED27-41F1-8E94-C1A5F8F2DA63 





 






ACTIVE/111655028.5         11    20. Consent to Jurisdiction. The parties hereby consent to the jurisdiction of the state and  federal courts of the State of New York. Accordingly, with respect to any such court action, the  Executive (a) submits to the exclusive personal jurisdiction of such courts; (b) consents to  service of process; and (c) waives any other requirement (whether imposed by statute, rule of  court, or otherwise) with respect to personal jurisdiction or service of process.    21. Governing Law; Interpretation. This is a New York contract and shall be construed  under and be governed in all respects by the laws of the State of New York, without giving effect  to the conflict of laws principles thereof. In the event of any dispute, this Agreement is intended  by the Parties to be construed as a whole, to be interpreted in accordance with its fair meaning,  and not to be construed strictly for or against either Party or the “drafter” of all or any portion of  this Agreement.    22. Assignment; Successors and Assigns.  Neither the Executive nor the Company may  make any assignment of this Agreement or any interest in it, by operation of law or otherwise,  without the prior written consent of the other; provided, however, that the Company may assign  its rights and obligations under this Agreement (including the Restrictive Covenants Agreement)  without the Executive’s consent to any affiliate or to any person or entity with whom the  Company shall hereafter effect a reorganization, consolidate with, or merge into or to whom it  transfers all or substantially all of its properties or assets. This Agreement shall inure to the  benefit of and be binding upon the Executive and the Company, and each of the Executive’s and  the Company’s respective successors, executors, administrators, heirs and permitted assigns.     23. Counterparts. This Agreement may be executed in any number of counterparts, each of  which when so executed and delivered shall be taken to be an original; but such counterparts  shall together constitute one and the same document.        [Signature page follows] DocuSign Envelope ID: 12CF6953-ED27-41F1-8E94-C1A5F8F2DA63 





 






ACTIVE/111655028.5         11    IN WITNESS WHEREOF, the Parties, intending to be legally bound, have executed this  Agreement on the date(s) indicated below.      COMPASS PATHWAYS, INC.      By:    Name:   Title:      Date:__________________________________         EXECUTIVE       Nathan Poulsen    Date:__________________________________     DocuSign Envelope ID: 12CF6953-ED27-41F1-8E94-C1A5F8F2DA63 9/28/2021 George Goldsmith CEO & Co-Founder 9/29/2021 





 






ACTIVE/111655028.5         11    EXHIBIT A    Legal IP Projects to be finished / handed over by December 2021  • New Atlas   • Dr. Rustick IP acquisition/ co-development deal  • Discovery Center IP expansion  • DELTA inventions  • COX2 enzyme invention (R&D)  • CMC IP project  • Patent agent onboarding  • Fidelity NLP invention (DELTA)  • Patient Companion invention (DELTA)  • Biofeedback sensor suite invention (DELTA)       Applications and prosecution  • PCT filing for NOVEL SAFRYLAMIN DERIVATIVES WITH PRODRUG PROPERTIES (Sept)   • Response to Opinion in UK patent (Oct)  • Response to office action in UK application (Sept)   • Responses to office actions in UK divisional applications (Sept)  • US continuation applications for COPA-001 family (Sept/Oct)  • PCT national phase filings for METHOD FOR TREATING ANXIETY DISORDERS,  HEADACHE DISORDERS, AND EATING DISORDERS WITH PSILOCYBIN (Oct)  • PCT national phase filings for METHODS OF TREATING NEUROCOGNITIVE DISORDERS,  CHRONIC PAIN AND REDUCING INFLAMMATION (Oct)  • PCT national phase filings for TREATMENT OF DEPRESSION AND OTHER VARIOUS  DISORDERS WITH PSILOCYBIN (Oct)  • Provisional conversion application filing for METHOD AND SYSTEMS TO MONITOR,  PREDICT AND PREVENT RELAPSE OF DEPRESSION POST PSILOCYBIN THERAPY (Oct)  • Provisional conversion application filing for USE OF BENZODIAZEPINES TO INCREASE  SENSITIVITY TO PSILOCYBIN FOLLOWING A CHRONIC SSRI REGIMEN (Oct)  • Discovery Center follow on filings (Nov)   • UK divisional application filing (Nov)  • International trademark application filings for C Design - use application in Classes 5, 35, 41, 42 &  44 (Dec)   • International trademark application filings for C Design - intent to use application in Classes 9 & 10  (Dec)     Other  • During the Transition Period, assistance with legal and intellectual property due diligence and other  matters reasonably requested by the Company, or its counsel or the Company’s agents, underwriters  or their counsel in relation to any financing or related activities of the Company.    • Coordination with Chief People Officer on transitioning personnel and compliance matters,  including with respect to approving employee stock trades – Executive shall have no responsibility  for compliance    DocuSign Envelope ID: 12CF6953-ED27-41F1-8E94-C1A5F8F2DA63 





 






ACTIVE/111655028.5         11    EXHIBIT B    CERTIFICATE UPDATING RELEASE OF CLAIMS    I, Nathan Poulsen, hereby acknowledge and certify that I entered into a Transition Agreement with  Compass Pathways, Inc. (the “Company”), in connection with the ending of my employment (the  “Agreement”). Capitalized terms used herein and not otherwise defined have the meanings ascribed  to such terms in the Agreement. Pursuant to the Agreement, and provided that I have satisfied the  Conditions, I am required to execute this certificate, which updates the release of claims set forth in  Section 4 of the Agreement and adds a release under the Age Discrimination in Employment Act  (this “Certificate”), in order to be eligible for the Severance Amount. I understand that I may not  sign this Certificate until on or after the Date of Termination and that I must return it to the  Company within twenty-one (21) days after the Date of Termination as set forth below.      I, therefore, agree as follows:    1. A copy of this Certificate was attached to the Agreement as Exhibit B.  2. In consideration of the benefits contained in the Agreement, including but not limited to the  Severance Amount set forth in Section 3 of the Agreement, for which I become eligible only if I  sign this Certificate, I hereby extend the release of claims set forth in Section 4 of the  Agreement to any and all Claims that arose after the date I signed the Agreement through the  date I signed this Certificate, subject to all other exclusions and terms set forth in the  Agreement, and I release any Claims under the Age Discrimination in Employment Act.         3. I have carefully read and fully understand all of the provisions of this Certificate, I knowingly  and voluntarily agree to all of the terms set forth in this Certificate, and I acknowledge that in  entering into this Certificate, I am not relying on any representation, promise or inducement  made by the Company or its representatives with the exception of those promises contained in  this Certificate and the Agreement.   4. I acknowledge that the Company advises me to consult with an attorney before signing this  Certificate. I understand and acknowledge that I have been given the opportunity to consider  this Certificate for at least twenty-one (21) days from my receipt of this Certificate before  signing it (the “Consideration Period”). To receive the Severance Amount, I must return a  signed, unmodified original or PDF copy of this Certificate so that it is received by David  Norton at or before the expiration of the Consideration Period. If I do not sign the Certificate,  my employment will end and I will not be entitled to the Severance Amount set forth in the  Agreement. If I sign this Certificate, for the period of seven (7) days from the date when I sign  this Certificate, I have the right to revoke this Certificate by written notice to Mr. Norton. For  such a revocation to be effective, it must be delivered so that it is received by Mr. Norton at or  before the expiration of the seven (7) day revocation period. This Certificate shall not become  effective or enforceable during the revocation period. This Certificate shall become effective on  the first business day following the expiration of the revocation period (the “Effective Date of  the Certificate”).   5. I agree that this Certificate is part of the Agreement.      _______________________________   _______________________________  Nathan Poulsen      Date DocuSign Envelope ID: 12CF6953-ED27-41F1-8E94-C1A5F8F2DA63 





 






ACTIVE/111655028.5         11    EXHIBIT C    Restrictive Covenants Agreement     DocuSign Envelope ID: 12CF6953-ED27-41F1-8E94-C1A5F8F2DA63 





 






ACTIVE/111655028.5         11    EXHIBIT D    I am sorry to announce that Nate Poulsen will be leaving COMPASS. Nate has agreed to stay  through the end of the year in a reduced capacity, in the role of Chief Legal Officer, Intellectual  Property, focusing on our IP efforts and assisting with transitioning his responsibilities. We are  actively seeking a new General Counsel and duties associated with this role will be managed by our  internal and external legal teams in the interim period. Nate will share more information with you  about his departure and next adventures. For now, I hope you will all join me in thanking him for  his hard work and many contributions to COMPASS, and in wishing him all the best as he moves  on.        DocuSign Envelope ID: 12CF6953-ED27-41F1-8E94-C1A5F8F2DA63 





 






ACTIVE/111655028.5         11    EXHIBIT E      As my wife transitions to a new career, I am stepping back to be a more involved father to my  teenage son. As you know, I have assumed the role of Chief Legal Officer, Intellectual Property and  will be assisting with the transition of my duties.  On December 31, I will exit COMPASS. I have  thoroughly enjoyed working with all of you in advancing this important work.    DocuSign Envelope ID: 12CF6953-ED27-41F1-8E94-C1A5F8F2DA63