compass-pmsettlementagre






ACTIVE/110759967.17       Dated 2021    COMPASS PATHFINDER LIMITED (1)  and  PIERS MORGAN (2)    SETTLEMENT AGREEMENT                  29 July  





 






ACTIVE/110759967.17         Table Of Contents  1. Interpretation ........................................................................................................................ 1  2. Arrangements on termination ............................................................................................... 3  3. Shares .................................................................................................................................... 3  4. Pension .................................................................................................................................. 5  5. Legal fees ............................................................................................................................... 5  6. Waiver of claims .................................................................................................................... 5  7. Employee indemnities ........................................................................................................... 6  8. Company property and information ...................................................................................... 7  9. Employee and Company warranties and acknowledgments ................................................ 7  10. Resignation from offices ........................................................................................................ 9  11. Restrictive covenants ............................................................................................................. 9  12. Confidentiality and announcement ....................................................................................... 9  13. Entire agreement ................................................................................................................. 10  14. Variation .............................................................................................................................. 11  15. Third party rights ................................................................................................................. 11  16. Governing law ...................................................................................................................... 11  17. Jurisdiction ........................................................................................................................... 11  18. Subject to contract and without prejudice .......................................................................... 11  19. Reaffirmation ....................................................................................................................... 11  20. Counterparts ........................................................................................................................ 11    Schedule 1 Claims ............................................................................................................................. 12  Schedule 2 Announcement .............................................................................................................. 14  Schedule 3 Adviser's certificate ........................................................................................................ 15  Schedule 4 - Reaffirmation letter ..................................................................................................... 16  Schedule 5 Adviser's certificate ........................................................................................................ 19    





 






ACTIVE/110759967.17       1    DATE  BETWEEN  (1) COMPASS Pathfinder Limited, a company incorporated and registered in England and Wales  with company number 10229259, whose registered office is at 3rd Floor 1 Ashley Road,  Altrincham, Cheshire, WA14 2DT, United Kingdom (Company); and  (2) Piers Morgan of 5 Kassala Road, London, SW11 4HN (The Employee).  RECITALS  (A) The Employee has been employed by the Company since 23 March 2020 as CFO, most recently  under a contract of employment dated 14 September 2020 (the Employment Contract).  (B) The parties have entered into this Agreement to record and implement the terms on which  they have agreed to settle any claims that the Employee has or may have in connection with  his employment or its termination or otherwise against any Group Company (as defined  below) or their officers or employees whether or not those claims are, or could be, in the  contemplation of the parties at the time of signing this Agreement, and including, in particular,  the statutory complaints that the Employee raises in this Agreement.  (C) The parties intend this Agreement to be an effective waiver of any such claims and to satisfy  the conditions relating to settlement agreements in the relevant legislation.  (D) The Company enters into this Agreement for itself and as agent and trustee for all Group  Companies and it is authorised to do so. It is the parties’ intention that each Group Company  should be able to enforce any rights it has under this Agreement, subject to and in accordance  with the Contracts (Rights of Third Parties) Act 1999.  IT IS HEREBY AGREED  1. Interpretation  The following definitions and rules of interpretation apply in this Agreement.  1.1. Definitions:  Adviser: Marie Allen of Gotelee Solicitors LLP.  Board: the board of directors of the Company (including any committee of the board duly  appointed by it).  Compass Pathways: Compass Pathways plc, a limited company incorporated under the law  of England and Wales with registered number 12696098 whose registered address is 3rd  Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT.  Confidential Information: information in whatever form (including, without limitation, in  written, oral, visual or electronic form or on any magnetic or optical disk or memory and  wherever located) relating to the business, products, affairs and finances for any Group  Company for the time being confidential to any Group Company and trade secrets including,  without limitation, technical data and know-how relating to the business of any Group  Company or any of their suppliers, clients, customers, agents, distributors, shareholders or  management, including (but not limited to) information that the Employee created,  developed, received or obtained in connection with his employment, whether or not such  information (if in anything other than oral form) is marked confidential.  Copies: copies or records of any Confidential Information in whatever form (including,  without limitation, in written, oral, visual or electronic form or on any magnetic or optical  disk or memory and wherever located) including, without limitation, extracts, analysis,  studies, plans, compilations or any other way of representing or recording and recalling  29 July 2021 





 






ACTIVE/110759967.17       2    information which contains, reflects or is derived or generated from Confidential  Information.  Data Protection Legislation: the Data Protection Act 1998, the Data Protection Act 2018, the  General Data Protection Regulation ((EU) 2016/679) as it has effect in EU law, or the UK  GDPR as defined in section 3(10) and section 205(4) of the Data Protection Act 2018.  EMI Contract: has the meaning given in clause 3.1.1.  Garden Leave: has the meaning given in clause 1.1 of the Employment Contract.  Group Company: the Company, its subsidiaries or holding companies from time to time and  any subsidiary of any holding company from time to time.  Handover Requirements: (i) the reasonable assistance by the Employee in the hiring of his  successor, and (ii) the transition of his duties to his successor appointee, during a maximum  period of 3 calendar weeks following his successor’s appointment (being the date the  successor’s employment for the Company commences).   Holding company: has the meaning given in clause 1.6.  Options: has the meaning given in clause 3.1.  Option Agreements: has the meaning given in clause 3.1.  Option Certificate: has the meaning given in clause 3.1.3  Post-Employment Notice Pay: has the meaning given in section 402D of the Income Tax  (Earnings and Pensions) Act 2003 (ITEPA).  Post-Employment Notice Period: has the meaning given in section 402E(5) of ITEPA.  Results: top-line data from the Company’s ongoing COMP001 Phase 2b clinical trial,  anticipated to be on or around 17 November 2021.  Shares: the ordinary shares of £0.008 each in the capital of Compass Pathways.  Share Option Contract: has the meaning given in clause 3.1.2.  Subsidiary: has the meaning in clause 1.6.  Reaffirmation Letter: the letter agreement to be entered into by the parties pursuant to  clause 19 in the form set out at Schedule 3, under which the Employee reaffirms certain  provisions of this Agreement on or after the Termination Date.  Termination Date: the date on which the Employee’s employment terminates pursuant to  clause 2.1.  1.2. The headings in this Agreement are inserted for convenience only and shall not affect its  construction.  1.3. A reference to a particular law is a reference to it as it is in force for the time being taking  account of any amendment, extension, or re-enactment and includes any subordinate  legislation for the time being in force made under it.  1.4. Unless the context otherwise requires, words in the singular shall include the plural and in  the plural shall include the singular.  1.5. The Schedules shall form part of this Agreement and shall have effect as if set out in full in  the body of this Agreement. Any reference to this Agreement includes the Schedules.  1.6. A reference to a holding company or a subsidiary means a holding company or a subsidiary  (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company  





 






ACTIVE/110759967.17       3    shall be treated, for the purposes only of the membership requirement contained in sections  1159(1)(b) and (c), as a member of another company even if its shares in that other company  are registered in the name of (a) another person (or its nominee), whether by way of security  or in connection with the taking of security, or (b) as a nominee.  2. Arrangements on termination  2.1. During the period between the date of this Agreement and the Termination Date, the  Employee will continue to work as normal in accordance with the Employment Contract, and  carry out any handover of his role as is reasonably required by the Company. It is agreed that  the Company will use reasonable efforts to recruit and appoint his successor during this  period.  The Employee's employment with the Company shall terminate seven (7) days after the later  of: (i) the completion of the Handover Requirements; or (ii) the date of the public  announcement of the Results, PROVIDED THAT 14 February 2022 shall be the latest date that  the Termination Date shall occur.  2.2. If prior to the Termination Date the Company lawfully dismisses the Employee summarily in  accordance with clause 20.1  of the Employment Contract then this Agreement will cease to  be binding on either party.  2.3. The Company shall pay the Employee his salary up to the Termination Date in the usual way.  2.4. The Company shall continue to provide contractual benefits to the Employee in the usual  way up to the Termination Date.  2.5. The Employee shall use reasonable endeavours to take all outstanding holiday prior to the  Termination Date, subject to agreeing such holiday with the Employee’s manager in the  ordinary way. The Company shall make a payment in lieu to the Employee of any outstanding  holiday accrued up to and including the Termination Date which the Employee has been  unable to take.  2.6. Notice shall be deemed to have been given by the Employee on the date of this Agreement.  At the Termination Date, the Employee will have completed part of the 9-month notice  period which he is required to give the Company to terminate his employment under clause  2.1 of his Employment Contract and the Company expressly waives its right to receive the  balance of the 9-month notice period. Whilst the Company will pay the Employee's salary  and benefits up to the Termination Date in the usual way, the Employee expressly waives  any entitlement to receive notice pay beyond the Termination Date.  2.7. The payments and benefits in this clause 2 shall be subject to the income tax and National  Insurance contributions that the Company is obliged by law to pay or deduct.  2.8. The Employee shall submit on or before the Termination Date his expenses claims in the  usual way and the Company shall reimburse the Employee for any expenses properly  incurred before the Termination Date in the usual way.  2.9. The Company shall deduct from the final salary payment any outstanding sums due from the  Employee to any Group Company.  3. Shares  3.1. As at the date of this Agreement, Compass Pathways has awarded the Employee the  following options over Compass Pathways’ Shares (Options) pursuant to the following  agreements:   3.1.1 an EMI share option contract between Compass Pathways and the Employee  dated 10 August 2020 (the EMI Contract);  





 






ACTIVE/110759967.17       4    3.1.2 a share option contract between Compass Pathways and the Employee dated  18 September 2020 (the Share Option Contract); and  3.1.3 an option certificate awarded by Compass Pathways to the Employee pursuant  to Compass Pathways’ unapproved share option plan dated 7 October 2020  (the Option Certificate),  (together, the Option Agreements).  EMI Contract  3.2. The Employee and the Company hereby irrevocably and unconditionally acknowledge and  agree that, for the purposes of the EMI Contract:   3.2.1 the Option is currently exercisable in full  pursuant to clauses 4.2 and 5.10 of  the EMI Contract; and   3.2.2 on and following the Termination Date, any Option which is Vested may be  exercised by the Employee within 90 days of the Termination Date, following  which it will lapse and cease to be exercisable in accordance with clause 8.2 of  the EMI Contract. For the purpose of determining the number of Vested  Options for the purposes of this clause 3.2.2 the Company will disregard options  exercised by the Employee prior to the Termination Date.  Capitalised terms used in this clause 3.2 which are not otherwise defined in this Agreement  shall have the meaning given to them in the EMI Contract.   Share Option Contract  3.3. The Employee and the Company hereby irrevocably and unconditionally acknowledge and  agree that, for the purposes of the Share Option Contract:   3.3.1 any Option which is not Vested on the Termination Date will lapse and cease to  be exercisable in accordance with clause 8.1 of the Share Option Contract;   3.3.2 notwithstanding the terms of clause 8.1 of the Share Option Contract, any  Option which is Vested on the Termination Date may be exercised within 6  months of the Termination Date, following which it will lapse and cease to be  exercisable in accordance with clause 8.1 of the Share Option Contract (and the  Share Option Contract shall be deemed to be varied accordingly); and  3.3.3 in the event that the Termination Date occurs:   3.3.3.1 between 1 November 2021 and 25 November 2021, a total of  21,702 options will be treated as Vested under the Share Option  Contract; or   3.3.3.2 between 26 November 2021 and 14 February 2022 (being the  latest possible Termination Date pursuant to clause 2.1, above) a  total of 28,000 options will be treated as Vested under the Share  Option Contract.  Capitalised terms used in this clause 3.3 which are not otherwise defined in this Agreement  shall have the meaning given to them in the Share Option Contract.   Option Certificate  3.4. The Employee and the Company hereby irrevocably and unconditionally acknowledge and  agree that, for the purposes of the Option Certificate and notwithstanding the terms of the  Scheme:   





 






ACTIVE/110759967.17       5    3.4.1 any Option which is not Vested on the Termination Date will lapse and cease to  be exercisable;   3.4.2 any Option which is Vested on the Termination Date may be exercised within 6  months of the Termination Date, following which it will lapse and cease to be  exercisable; and  3.4.3 in the event that the Termination Date occurs:   3.4.3.1 between 1 November 2021 and 25 November 2021, a total of  24,217 options will be treated as Vested under the Option  Certificate; or   3.4.3.2 between 26 November 2021 and 14 February 2022 (being the  latest possible Termination Date pursuant to clause 2.1, above) a  total of 28,000 options will be treated as Vested under the Option  Certificate.  Capitalised terms used in this clause 3.4 which are not otherwise defined in this Agreement  shall have the meaning given to them in the Option Certificate.  4. Pension  4.1. The Company shall notify the trustees or administrators of the Company pension scheme  (Pension Scheme) that the Employee's employment will terminate and request written  confirmation of the Employee's accrued entitlement under the Pension Scheme and request  that the options available for dealing with his entitlement are sent to the Employee.   5. Legal fees  5.1. The Company shall pay the reasonable legal fees (up to a maximum of £2,500 plus VAT)  incurred by the Employee in obtaining advice on the termination of his employment and the  terms of this Agreement, such fees to be payable to the Adviser on production of an invoice  addressed to the Employee but marked as payable by the Company.  6. Waiver of claims  6.1. The Employee agrees that the terms of this Agreement are offered by the Company without  any admission of liability on the part of the Company and are in full and final settlement of  all and any claims or rights of action that the Employee has or may have against any Group  Company or its officers or employees arising out of his employment with the Company or its  termination, whether under common law, contract, statute or otherwise, whether such  claims are, or could be, known to the parties or in their contemplation at the date of this  Agreement in any jurisdiction and including, but not limited to, the claims specified in  Schedule 1 (each of which is waived by this clause).  6.2. The waiver in clause 6.1 shall not apply to the following:  6.2.1 any claims by the Employee to enforce this Agreement;  6.2.2 claims in respect of personal injury (other than claims under discrimination  legislation); and  6.2.3 any claims in relation to accrued entitlements under the Pension Scheme.  6.3. The Employee warrants that:  6.3.1 before entering into this Agreement he received independent advice from the  Adviser as to the terms and effect of this Agreement and, in particular, on its  effect on his ability to pursue the claims specified in Schedule 1 to this  Agreement;  





 






ACTIVE/110759967.17       6    6.3.2 the Adviser has confirmed to the Employee that they are a solicitor holding a  current practising certificate and that there is in force a policy of insurance  covering the risk of a claim by the Employee in respect of any loss arising in  consequence of their advice;  6.3.3 the Adviser shall sign and deliver to the Company a letter in the form attached  as Schedule 3 to this Agreement;  6.3.4 before receiving the advice the Employee disclosed to the Adviser all facts and  circumstances that may give rise to a claim by the Employee against any Group  Company or its officers or employees;  6.3.5 the only claims that the Employee has or may have against any Group Company  or its officers or employees (whether at the time of entering into this  Agreement or in the future) relating to his employment with the Company or  its termination are specified in clause 6.1; and  6.3.6 the Employee is not aware of any facts or circumstances that may give rise to  any claim against any Group Company or its officers or employees other than  those claims specified in clause 6.1.  The Employee acknowledges that the Company acted in reliance on these warranties when  entering into this Agreement.  6.4. The Employee acknowledges that the conditions relating to settlement agreements under  section 147(3) of the Equality Act 2010, section 288(2B) of the Trade Union and Labour  Relations (Consolidation) Act 1992, section 203(3) of the Employment Rights Act 1996,  regulation 35(3) of the Working Time Regulations 1998, section 49(4) of the National  Minimum Wage Act 1998, regulation 41(4) of the Transnational Information and  Consultation etc. Regulations 1999, regulation 9 of the Part-Time Workers (Prevention of  Less Favourable Treatment) Regulations 2000, regulation 10 of the Fixed-Term Employees  (Prevention of Less Favourable Treatment) Regulations 2002, regulation 40(4) of the  Information and Consultation of Employees Regulations 2004, paragraph 13 of the Schedule  to the Occupational and Personal Pension Schemes (Consultation by Employers and  Miscellaneous Amendment) Regulations 2006, regulation 62 of the Companies (Cross Border  Mergers) Regulations 2007 and section 58 of the Pensions Act 2008 have been satisfied.  6.5. The waiver in clause 6.1 shall have effect irrespective of whether or not, at the date of this  Agreement, the Employee is or could be aware of such claims or have such claims in his  express contemplation (including such claims of which the Employee becomes aware after  the date of this Agreement in whole or in part as a result of new legislation or the  development of common law or equity).  6.6. The Employee agrees that, except for the payments and benefits provided for in this  Agreement, and subject to the waiver in clause 6.1, he shall not be eligible for any further  payment from any Group Company relating to his employment or its termination and he  expressly waives any right or claim that he has or may have to payment of bonuses, any  benefit or award programme, under any share plan operated by any Group Company or any  stand-alone share incentive arrangement, to any change of control payment under clause  22 of his Employment Contract, or to any other benefit, payment or award he may have  received had his employment not terminated.  7. Employee indemnities  7.1. The Employee shall indemnify the Company on a continuing basis in respect of any income  tax or National Insurance contributions (save for employers' National Insurance  contributions) due in respect of the payments and benefits under this Agreement (and any  





 






ACTIVE/110759967.17       7    related interest, penalties, costs and expenses unless incurred as a consequence of (i) any  error by a Group Company (providing such error was not the fault of the Employee) or (ii)  any default or delay by any Group Company after the date it receives notice of any demand  for tax). The Company shall give the Employee reasonable notice of any demand for tax  which may lead to liabilities on the Employee under this indemnity and shall provide him  with reasonable access to any documentation he may reasonably require to dispute such a  claim (provided that nothing in this clause shall prevent the Company from complying with  their legal obligations with regard to HM Revenue and Customs or other competent body).  7.2. If the Employee breaches any material provision of this Agreement or pursues a claim against  any Group Company arising out of his employment or its termination other than those  excluded under clause 6, he agrees to indemnify the Company for any losses suffered as a  result thereof, including all reasonable legal and professional fees incurred.  8. Company property and information  8.1. The Employee shall, on or before the Termination Date, return to the Board (or any person  designated by it):  8.1.1 all Confidential Information and Copies;  8.1.2 all property belonging to the Company in satisfactory condition (subject to fair  wear and tear) including (but not limited to) security pass and lap-top  computer. The Company agrees that it does not require the Employee to return  the Kyocera ECOSYS M5526cdw printer and Dell monitor provided for the  Employee’s use for working from home; and  8.1.3 all documents and copies (whether written, printed, electronic, recorded or  otherwise and wherever located) made, compiled or acquired by him during his  employment with the Company or relating to the business or affairs of any  Group Company or their business contacts (or otherwise confirm their  destruction),  in the Employee’s possession or under his control.  8.2. The Employee shall, on or before the Termination Date, erase irretrievably any Confidential  Information relating to the business or affairs of any Group Company or its business contacts  from computer and communications systems and devices owned or used by him outside the  premises of the Company, including such systems and data storage services provided by  third parties (to the extent technically practicable).  8.3. The Employee shall, if requested to do so by the Board, provide a signed statement that he  has complied fully with his obligations under clause 8.1 and clause 8.2 and shall provide it  with such reasonable evidence of compliance as may be requested.  9. Employee and Company warranties and acknowledgments  9.1. As at the date of this Agreement, the Employee warrants and represents to the Company  that there are no circumstances of which he is aware of or which he ought reasonably to be  aware that would amount to a repudiatory breach by him of any express or implied term of  his contract of employment that would entitle (or would have entitled) the Company to  terminate his employment without notice or payment in lieu of notice and the terms of this  Agreement are made conditional on this being so.   9.2. Until the Termination Date and for 18 months thereafter, the Employee agrees to make  himself available to, and to cooperate with, the Company or its advisers, as reasonably  required, in any internal investigation or administrative, regulatory, judicial or quasi-judicial  proceedings. The Employee acknowledges that this could involve, but is not limited to,  





 






ACTIVE/110759967.17       8    responding to or defending any regulatory or legal process, providing information in relation  to any such process, preparing witness statements and giving evidence in person on behalf  of the Company. The Company shall reimburse any reasonable expenses incurred by the  Employee as a consequence of complying with his obligations under this clause, provided  that such expenses are approved in advance by the Company and the Company shall pay the  Employee at a rate of £1,500 per day, plus VAT (if applicable), if his assistance under this  clause is required.   9.3. The Employee acknowledges that he is not entitled to any compensation for the loss of any  rights or benefits under any bonus plan, benefit or award programme, share plan operated  by any Group Company or any stand-alone share incentive arrangement, to any change of  control payment under clause 22 of his Employment Contract, or for loss of any other  benefit, payment or award he may have received had his employment not terminated other  than the payments and benefits provided for in this Agreement.  9.4.  The Employee undertakes that:  9.4.1 he will not submit any grievances or appeals to the Company and/or any other  Group Company in relation to any fact or matter of which he is aware at the  date of this Agreement relating to his employment or its termination or  otherwise;  9.4.2 he has not made and will not make a subject access request to the Company  and/or any other Group Company in connection with his employment or its  termination;   9.4.3 he has not made any claims or complaints about the Company or any other  Group Company under the Data Protection Legislation;  9.4.4 he relinquishes and agrees not to pursue either any grievance or appeal which  may have been raised by him and/or any subject access request outstanding as  at the date of this Agreement and/or any claims or complaints about the  Company or any other Group Company under the Data Protection Legislation;  and  9.4.5 all such grievances and/or appeals and/or requests and/or claims or complaints  shall be deemed to have been withdrawn by the Employee as at the date of this  Agreement  9.5. The Company acknowledges and agrees that the Employee does, and may continue to,  provide services and advice to the following companies on the basis of the specified time  committments:  9.5.1 Non-executive director of Ikarovec Ltd (a UK gene therapy company using AAV  vectors to treat a range of eye diseases);   9.5.2 Non-executive director of Pharnext SA (French listed company developing  treatments for orphan indication peripheral neural degeneration (Charcot- Marie-Tooth 1A)); and   9.5.3 Consultancy services to CellCentric Ltd (UK oncology company), advice prior to  commencing full-time employment;  PROVIDED THAT   9.5.4 such activities do not conflict with the Company’s business nor interfere with  the Employee continuing to work as normal in accordance with the Employment  





 






ACTIVE/110759967.17       9    Contract, and the Employee shall provide such information as the Company  shall reasonably require to satisfy itself that this is the case.  10. Resignation from offices  10.1. The Employee shall upon written request from the Board resign immediately from any office,  trusteeship or position that he holds in or on behalf of any Group Company.  10.2. The Employee irrevocably appoints the Company to be his attorney in his name and on his  behalf to sign, execute or do any such instrument or thing and generally to use his name in  order to give the Company (or its nominee) the full benefit of the provisions of this clause.  11. Restrictive covenants   11.1. Notwithstanding clause 13, the Employee acknowledges that the post-termination  restrictions in clause 25 and Schedule 1 of his Employment Contract will continue to apply  after the Termination Date (less any period spent on Garden Leave pursuant to the  Employment Contract) and he agrees to be bound by them.  12. Confidentiality and announcement   12.1. The Employee acknowledges that, as a result of his employment as CFO, he has had access  to Confidential Information. Without prejudice to his common law duties, and subject to  clause 12.2, clause 12.6 and clause 12.7, the Employee shall not (except as authorised or  required by law or as authorised by the Company) at any time after the Termination Date:  12.1.1 use any Confidential Information; or  12.1.2 make or use any Copies; or  12.1.3 disclose any Confidential Information to any person, company or other  organisation whatsoever.  12.2. The restrictions in clause 12.1 do not apply to any Confidential Information which is in or  comes into the public domain other than through the Employee's unauthorised disclosure.   12.3. The parties confirm that they have kept and agree to keep the existence and terms of this  Agreement confidential, save only as provided in clause 12.5, clause 12.6 and clause 12.7.  12.4. The Employee shall not make any adverse or derogatory comment about any Group  Company, or any Group Company’s officers, employees or workers and he shall not do  anything which shall, or may, bring any Group Company or any Group Company’s officers,  employees or workers into disrepute. The Company shall use reasonable endeavours to  ensure that its officers, employees and workers shall not make any adverse or derogatory  comment about the Employee or do anything that shall, or may, bring him into disrepute.  This clause is subject to clause 12.5, clause 12.6 and clause 12.7.  12.5. The parties are permitted to make a disclosure or comment that would otherwise be  prohibited by clause 12.3 and clause 12.4 if, where necessary and appropriate:  12.5.1 in the Employee’s case he makes it to:  12.5.1.1 the Employee’s spouse, civil partner or partner or immediate  family provided that they agree to keep the information  confidential; or   12.5.1.2 any person who owes the Employee a duty of confidentiality  (which the Employee agrees not to waive) in respect of information  the Employee discloses to them, including his legal or tax advisers  or persons providing him with medical, therapeutic, counselling or  support services; or  





 






ACTIVE/110759967.17       10    12.5.1.3 the Employee's insurer for the purposes of processing a claim for  loss of employment;  12.5.2 in the case of the Company, it is made to:  12.5.2.1 its officers, employees or workers provided that they agree to keep  the information confidential; or  12.5.2.2 any person who owes the Company a duty of confidentiality (which  the Company agrees not to waive) in respect of information the  Company discloses to them, including, its legal, tax, compliance or  other professional advisers.  12.6. Nothing in this clause 12 shall prevent the Employee or the Company (or any of its officers,  employees, workers or agents) from making a protected disclosure under section 43A of the  Employment Rights Act 1996.  12.7. Nothing in this clause 12 shall prevent the Employee or the Company (or any of its officers,  employees, workers or agents) from:  12.7.1 reporting a suspected criminal offence to the police or any law enforcement  agency or co-operating with the police or any law enforcement agency  regarding a criminal investigation or prosecution; or  12.7.2 doing or saying anything that is required by HMRC or a regulator, ombudsman  or supervisory authority; or  12.7.3 whether required to or not, making a disclosure to, or co-operating with any  investigation by, HMRC or a regulator, ombudsman or supervisory authority  regarding any misconduct, wrongdoing or serious breach of regulatory  requirements (including giving evidence at a hearing); or  12.7.4 complying with an order from a court or tribunal to disclose or give evidence;  or  12.7.5 disclosing information to HMRC for the purposes of establishing and paying (or  recouping) tax and national insurance liabilities arising from your employment  or its termination; or  12.7.6 making any other disclosure as required by law.  12.8. The Company will make an announcement on a date to be determined by the Board in the  form of the extracts set out in Schedule 2 (to the extent any announcement relates to the  Employee), and neither party will make any statement to third parties (save as specified in  clause 12.5, clause 12.6 or clause 12.7) which is inconsistent with that announcement.  13. Entire agreement   Each party on behalf of itself and, in the case of the Company, as agent for any Group  Companies acknowledges and agrees with the other party (the Company acting on behalf of  itself and as agent for each Group Company) that:  13.1.1 this Agreement constitutes the entire agreement between the parties and any  Group Company and supersedes and extinguishes all agreements, promises,  assurances, warranties, representations and understandings between them  whether written or oral, relating to its subject matter;  13.1.2 in entering into this Agreement it does not rely on, and shall have no remedies  in respect of, any statement, representation, assurance or warranty (whether  made innocently or negligently) that is not set out in this Agreement; and  





 






ACTIVE/110759967.17       11    13.1.3 it shall have no claim for innocent or negligent misrepresentation or negligent  misstatement based on any statement in this Agreement.  14. Variation  No variation of this Agreement shall be effective unless it is in writing and signed by the  parties (or their authorised representatives).  15. Third party rights  Except as expressly provided elsewhere in this Agreement, no person other than the  Employee and any Group Company shall have any rights under the Contracts (Rights of Third  Parties) Act 1999 to enforce any term of this Agreement. This does not affect any right or  remedy of a third party which exists, or is available, apart from that Act.  16. Governing law  This Agreement and any dispute or claim arising out of or in connection with it or its subject  matter or formation (including non-contractual disputes or claims) shall be governed by and  construed in accordance with the law of England and Wales.  17. Jurisdiction  Each party irrevocably agrees that the courts of England and Wales shall have exclusive  jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement  or its subject matter or formation (including non-contractual disputes or claims).  18. Subject to contract and without prejudice  This Agreement shall be deemed to be without prejudice and subject to contract until such  time as it is signed by both parties and dated, when it shall be treated as an open document  evidencing a binding agreement.  19. Reaffirmation   19.1. On or shortly after the Termination Date, the Employee shall sign and date the Reaffirmation  Letter and shall ensure that the Adviser (or another relevant independent adviser within the  meaning of the legislation set out at clause 6.4) signs and dates a letter in the form set out  in Schedule 5.  19.2. The Company's obligations under this Agreement (except under clause 2) are conditional on  the Company receiving the letters referred to in clause 19.1 duly signed and dated within  seven days of the Termination Date.   20. Counterparts  This Agreement may be executed in any number of counterparts, each of which shall  constitute a duplicate original, but all the counterparts shall together constitute the one  agreement.  





 






ACTIVE/110759967.17       12    Schedule 1    Claims  1. Claims:  1.1 for breach of contract or wrongful dismissal;  1.2 for unfair dismissal, under section 111 of the Employment Rights Act 1996;  1.3 in relation to the right to a written statement of reasons for dismissal, under section 93 of  the Employment Rights Act 1996;  1.4 for a statutory redundancy payment, under section 163 of the Employment Rights Act 1996;  1.5 in relation to an unlawful deduction from wages or unlawful payment, under section 23 of  the Employment Rights Act 1996;  1.6 for unlawful detriment, under section 48 of the Employment Rights Act 1996 or section 56  of the Pensions Act 2008;  1.7 in relation to written employment particulars and itemised pay statements, under section  11 of the Employment Rights Act 1996;  1.8 in relation to guarantee payments, under section 34 of the Employment Rights Act 1996;  1.9 in relation to suspension from work, under section 70 of the Employment Rights Act 1996;  1.10 in relation to parental leave, under section 80 of the Employment Rights Act 1996;  1.11 in relation to a request for flexible working, under section 80H of the Employment Rights Act  1996;  1.12 in relation to time off work, under sections 51, 54, 57, 57B, 57ZC, 57ZF, 57ZH, 57ZM, 57ZQ,  60, 63 and 63C of the Employment Rights Act 1996;  1.13 in relation to working time or holiday pay, under regulation 30 of the Working Time  Regulations 1998;  1.14 in relation to the national minimum wage, under sections 11, 18, 19D and 24 of the National  Minimum Wage Act 1998;  1.15 for equal pay or equality of terms under sections 120 and 127 of the Equality Act 2010;  1.16 for pregnancy or maternity discrimination, direct or indirect discrimination, harassment or  victimisation related to sex, marital or civil partnership status, pregnancy or maternity or  gender reassignment under section 120 of the Equality Act 2010;  1.17 for direct or indirect discrimination, harassment or victimisation related to race under  section 120 of the Equality Act 2010;  1.18 for direct or indirect discrimination, harassment or victimisation related to disability,  discrimination arising from disability, or failure to make adjustments under section 120 of  the Equality Act 2010;  1.19 for direct or indirect discrimination, harassment or victimisation related to religion or belief  under section 120 of the Equality Act 2010;  1.20 for direct or indirect discrimination, harassment or victimisation related to sexual  orientation, under section 120 of the Equality Act 2010;  1.21 for direct or indirect discrimination, harassment or victimisation related to age, under  section 120 of the Equality Act 2010;  





 






ACTIVE/110759967.17       13    1.22 for less favourable treatment on the grounds of part-time status, under regulation 8 of the  Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000;  1.23 for less favourable treatment on the grounds of fixed-term status, under regulation 7 of the  Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002;  1.24 under regulations 27 and 32 of the Transnational Information and Consultation of Employees  Regulations 1999;  1.25 under regulations 29 and 33 of the Information and Consultation of Employees Regulations  2004;  1.26 under regulations 45 and 51 of the Companies (Cross-Border Mergers) Regulations 2007;  1.27 under paragraphs 4 and 8 of the Schedule to the Occupational and Personal Pension  Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006;  1.28 under sections 68A, 87, 137, 145A, 145B, 146, 168, 168A, 169, 170, 174 and 192 of the Trade  Union and Labour Relations (Consolidation) Act 1992;  1.29 in relation to the obligations to elect appropriate representatives or any entitlement to  compensation, under the Transfer of Undertakings (Protection of Employment) Regulations  2006;  1.30 in relation to the right to be accompanied under section 11 of the Employment Relations Act  1999;  1.31 in relation to refusal of employment, refusal of employment agency services and detriment  under regulations 5, 6 and 9 of the Employment Relations Act 1999 (Blacklists) Regulations  2010;  1.32 in relation to the right to request time off for study or training under section 63I of the  Employment Rights Act 1996;  1.33 in relation to personal injury of which the Employee is aware or ought reasonably to be  aware at the date of this Agreement and the Reaffirmation letter respectively;  1.34 for harassment under the Protection from Harassment Act 1997;  1.35 for failure to comply with obligations under the Human Rights Act 1998;  1.36 for failure to comply with obligations under the Data Protection Legislation;  1.37 arising as a consequence of the United Kingdom's membership of or withdrawal from the  European Union, including but not limited to any claim arising under EU treaties or EU  legislation as given effect in England and Wales until 11pm on 31 December 2020, and any  claim under the European Union (Withdrawal) Act 2018, the European Union (Withdrawal  Agreement) Act 2020 or the European Union (Future Relationship) Act 2020; and  1.38 arising under retained EU law as defined in section 6(7) of the European Union (Withdrawal)  Act 2018; and  1.39 in relation to the right not to be subjected to a detriment under regulation 3 of the Exclusivity  Terms in Zero Hours Contracts (Redress) Regulations 2015.  





 






ACTIVE/110759967.17       14    Schedule 2    Announcement    Extracts relating to the Employee  ...  COMPASS also announced that Piers Morgan, Chief Financial Officer, will be leaving towards the end  of 2021, to take up a new position in CellCentric, a clinical stage oncology company.     ...    George added: “Piers Morgan has been a tremendous CFO for COMPASS. He led our successful IPO  last year and follow-on raise earlier this year, and helped us to build a strong finance function as we  transitioned to life as a public company. We will miss him enormously and wish him well as he moves  on to help another company, towards the end of the year. A new CFO will be appointed and  announced in due course.”   





 






ACTIVE/110759967.17       15    Schedule 3    Adviser's certificate  [ON HEADED NOTEPAPER OF ADVISER]  For the attention of the Chief People Officer  [DATE]  To whom it may concern,  I am writing in connection with the agreement between my client, Piers Morgan, and COMPASS  Pathfinder Limited (Company) [of today's date OR dated [DATE]] (Agreement) to confirm that:  1. I, Marie Allen of Gotelee Solicitors LLP, whose address is 31-41 Elm Street, Ipswich, Suffolk,  IP1 2AY, am a Solicitor of the Senior Courts of England and Wales who holds a current  practising certificate.  2. I have given Piers Morgan legal advice on the terms and effect of the Agreement and, in  particular, their effect on his ability to pursue the claims specified in Schedule 1 of the  Agreement.  3. I gave the advice to Piers Morgan as a relevant independent adviser within the meaning of  the above acts and regulations referred to at clause 6.4.  4. There is now in force (and was in force at the time I gave the advice referred to above) a  policy of insurance or an indemnity provided for members of a profession or professional  body covering the risk of claim by Piers Morgan in respect of loss arising in consequence of  the advice I have given him.  Yours faithfully,    Marie Allen         





 






ACTIVE/110759967.17       16    Schedule 4 - Reaffirmation letter    Private and Confidential  Piers Morgan  5 Kassala Road  London  SW11 4HN    I am writing in connection with the settlement agreement between COMPASS Pathfinder Limited  (Company) and you dated [DATE] (Agreement). This is the Reaffirmation Letter referred to at clause  19 of the Agreement.  Defined terms have the same meaning when used in this Reaffirmation Letter as in the Agreement.  In consideration of the Company entering into the Agreement with you, you expressly agree the  following:  2. Waiver of claims  2.1 You agree that the terms of the Agreement are offered by the Company without any  admission of liability on the part of the Company and are in full and final settlement of all  and any claims or rights of action that you have or may have against any Group Company or  its officers, employees or workers whether arising out of your employment with the  Company or its termination or from events occurring after the Agreement was entered into,  whether under common law, contract, statute or otherwise, whether such claims are, or  could be, known to or in the contemplation of the Company or you at the date of this  Reaffirmation Letter in any jurisdiction and including, but not limited to, the claims specified  in Schedule 1 of the Agreement (each of which is waived by this clause).  2.2 The waiver in paragraph 2.1 shall not apply to the following:  2.2.1 any claims by you to enforce the Agreement or this Reaffirmation Letter;  2.2.2 claims in respect of personal injury (other than claims under discrimination  legislation); and  2.2.3 any claims in relation to accrued entitlements under the Pension Scheme.  2.3 You warrant that:  2.3.1 before entering into this Reaffirmation Letter you received independent advice  from [NAME] of [FIRM] (the Adviser) as to the terms and effect of this  Reaffirmation Letter and, in particular, on its effect on your ability to pursue any  complaint before an employment tribunal or other court;  2.3.2 the Adviser has confirmed to you that they are a solicitor holding a current  practising certificate and that there is in force a policy of insurance covering the  risk of a claim by you in respect of any loss arising in consequence of their  advice;  2.3.3 the Adviser shall sign and deliver to the Company a letter in the form attached  as Schedule 5 to the Agreement;  





 






ACTIVE/110759967.17       17    2.3.4 before receiving the advice you disclosed to the Adviser all facts and  circumstances that may give rise to a claim by you against any Group Company  or its officers, employees or workers;  2.3.5 the only claims that you have or may have against any Group Company or its  officers, employees or workers (whether at the time of entering into this  Reaffirmation Letter or in the future) relating to your employment with the  Company or its termination are specified in paragraph 2.1; and  2.3.6 you are not aware of any facts or circumstances that may give rise to any claim  against any Group Company or its officers, employees or workers other than  those claims specified in paragraph 2.1.  You acknowledge that the Company acted in reliance on these warranties when entering  into this Reaffirmation Letter.  2.4 You acknowledge that the conditions relating to settlement agreements and compromise  contracts under section 147(3) of the Equality Act 2010, section 288(2B) of the Trade Union  and Labour Relations (Consolidation) Act 1992, section 203(3) of the Employment Rights Act  1996, regulation 35(3) of the Working Time Regulations 1998, section 49(4) of the National  Minimum Wage Act 1998, regulation 41(4) of the Transnational Information and  Consultation etc. Regulations 1999, regulation 9 of the Part-Time Workers (Prevention of  Less Favourable Treatment) Regulations 2000, regulation 10 of the Fixed-Term Employees  (Prevention of Less Favourable Treatment) Regulations 2002, regulation 40(4) of the  Information and Consultation of Employees Regulations 2004, paragraph 13 of the Schedule  to the Occupational and Personal Pension Schemes (Consultation by Employers and  Miscellaneous Amendment) Regulations 2006, regulation 62 of the Companies (Cross Border  Mergers) Regulations 2007 and section 58 of the Pensions Act 2008 have been satisfied.  2.5 The waiver in paragraph 2.1 shall have effect irrespective of whether or not, at the date of  this Reaffirmation Letter, you are or could be aware of such claims or have such claims in  your express contemplation (including such claims of which you become aware after the  date of this Reaffirmation Letter in whole or in part as a result of new legislation or the  development of common law or equity).  2.6 You agree that, except for the payments and benefits provided for in the Agreement, and  subject to the waiver in paragraph 2.1, you shall not be eligible for any further payment from  any Group Company relating to your employment or its termination and you expressly waive  any right or claim that you have or may have to payment of bonuses, any benefit or award  programme operated by any Group Company or any stand-alone share incentive  arrangement, to any change of control payment under clause 22 of his Employment  Contract, or to any other benefit, payment or award you may have received had your  employment not terminated or for any compensation for the loss of any such benefit,  payment or award.  3. Warranties and acknowledgements  3.1 As at the date of this Reaffirmation Letter, you warrant and represent to the Company that  there are no circumstances of which you are aware or of which you ought reasonably to be  aware that would amount to a repudiatory breach by you of any express or implied term of  your contract of employment that would entitle (or would have entitled) the Company to  terminate your employment without notice or payment in lieu of notice this and the terms  of this Agreement are made conditional on this being so.  





 






ACTIVE/110759967.17       18    4. Restrictive covenants and confidentiality  4.1 Notwithstanding clause 11 of the Agreement, you acknowledge that the post-termination  restrictions in clause 25 and Schedule 1 of the Employment Contract will continue to apply  after the Termination Date (less any period spent on Garden Leave pursuant to the  Employment Contract) and you agree to be bound by them.  4.2 You undertake and agree that you continue to be bound by the confidentiality obligations  contained in clause 12 of the Agreement after the Termination Date.    ................................................................  For and on behalf of COMPASS Pathfinder Limited  I agree to the above terms    Signed .....................................................  Piers Morgan    Date ........................................................  





 






ACTIVE/110759967.17       19    Schedule 5    Adviser's certificate  [ON HEADED NOTEPAPER OF ADVISER]  For the attention of the Chief People Officer  [DATE]  To whom it may concern,  I am writing in connection with the settlement agreement between my client, Piers Morgan, and  COMPASS Pathfinder Limited (Company) dated [DATE] (Agreement) and the Reaffirmation Letter  referred to at clause 19 of the Agreement to confirm that:  1. I, [NAME] of [FIRM], whose address is [ADDRESS], am a Solicitor of the Senior Courts of  England and Wales who holds a current practising certificate.  2. I have given Piers Morgan legal advice on the terms and effect of the Reaffirmation Letter  and, in particular, its effect on his ability to pursue the claims specified in Schedule 1 of the  Agreement.  3. I gave the advice to Piers Morgan as a relevant independent adviser within the meaning of  the acts and regulations referred to at clause 6.4 of the Agreement.  4. There is now in force (and was in force at the time I gave the advice referred to above) a  policy of insurance or an indemnity provided for members of a profession or professional  body covering the risk of claim by Piers Morgan in respect of loss arising in consequence of  the advice I have given him.  Yours faithfully,    [NAME]      





 






ACTIVE/110759967.17       20    This document has been executed as a deed and is delivered and takes effect on the date stated at  the beginning of it.      EXECUTED AND DELIVERED as a Deed  )  by COMPASS PATHFINDER LIMITED acting by  )   GEORGE GOLDSMITH, a director, and )   EKATERINA MALIEVSKAIA, a director )          .....................................    Director    .....................................  Director          EXECUTED AND DELIVERED as a  )  Deed by PIERS MORGAN )  ....................................  Piers Morgan    in the presence of: )     Witness Signature: .............................................    Name:  .............................................    Address:   .............................................    Mary-Rose Hughes Flat 13, 2 Artichoke Hill, E1w2ba