EX-10.6





 Exhibit 10.6 

EMPLOYMENT AGREEMENT 

This Employment Agreement (“Agreement”) is made between Vigil Neuroscience, Inc., a Delaware corporation (the
“Company”), and ___________________ (the “Executive”) and is made effective as of the closing of the Company’s first underwritten public offering of its equity securities pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the “Effective Date”). Except with respect to the Restrictive Covenants Agreement and the Equity Documents (each as defined below), this Agreement supersedes in all respects
all prior agreements between the Executive and the Company regarding the subject matter herein, including without limitation (i) the Offer Letter between the Executive and the Company dated ______ (the “Prior Agreement”), and
(ii) any other offer letter, employment agreement or severance agreement.
 WHEREAS, the Company desires to continue to employ the
Executive and the Executive desires to continue to be employed by the Company on the new terms and conditions contained herein; and 
 NOW,
THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 

1. Employment. 
 (a)
Term. The Company shall employ the Executive and the Executive shall be employed by the Company pursuant to this Agreement commencing as of the Effective Date and continuing until such employment is terminated in accordance with the
provisions hereof (the “Term”). The Executive’s employment with the Company shall continue to be “at will,” meaning that the Executive’s employment may be terminated by the Company or the Executive at any time
and for any reason subject to the terms of this Agreement. 
 (b) Position and Duties. The Executive shall serve as the [Title]
of the Company and shall have such powers and duties as may from time to time be prescribed by the [Board of Directors (the “Board”)]1[Chief Executive
Officer (the “CEO”) or other duly authorized executive]2. [In addition, the Company shall cause the Executive to be nominated for election to the Board and to
be recommended to the stockholders for election to the Board as long as the Executive remains the Chief Executive Officer of the Company (the “CEO”), provided that the Executive shall be deemed to have resigned from
the Board and from any related positions upon ceasing to serve as CEO for any reason.]3 The Executive shall devote the Executive’s full working time and efforts to the business and
affairs of the Company. Notwithstanding the foregoing, the Executive may serve on other boards of directors, with the approval of the Board[ of Directors of the Company (the “Board”)]4, 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. 
  

	1 	 For the CEO. 



	2 	 For other C-level executives/SVP Executives. 



	3 	 For the CEO. 



	4 	 For other C-level executives/SVP Executives. 














 2. Compensation and Related Matters. 

(a) Base Salary. The Executive’s initial base salary shall be paid at the rate of $_________ per year. The Executive’s base
salary shall be reviewed annually by the Board or the Compensation Committee of the Board (the “Compensation Committee”). The base salary in effect at any given time is referred to herein as “Base Salary.” The Base
Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for executive officers. 
 (b)
Incentive Compensation. The Executive shall be eligible to receive cash incentive compensation as determined by the Board or the Compensation Committee from time to time. The Executive’s initial target annual incentive
compensation shall be __ percent of the Executive’s Base Salary. The target annual incentive compensation in effect at any given time is referred to herein as “Target Bonus.” The actual amount of the Executive’s
annual incentive compensation, if any, shall be determined in the sole discretion of the Board or the Compensation Committee. Except as otherwise provided herein, as may be provided by the Board or the Compensation Committee or as may otherwise be
set forth in the applicable incentive compensation plan, the Executive must be employed by the Company on the day such annual incentive compensation is paid to earn or receive any annual incentive compensation. 

(c) Expenses. The Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive
during the Term in performing services hereunder, in accordance with the policies and procedures then in effect and established by the Company for its executive officers. 

(d) Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit
plans in effect from time to time, subject to the terms of such plans. 
 (e) Paid Time Off. The Executive shall be entitled to take
paid time off in accordance with the Company’s applicable paid time off policy for executives as may be in effect from time to time. The Executive shall also be entitled to all paid holidays given by the Company to its executive officers. 

(f) Equity. The equity awards held by the Executive shall continue to be governed by the terms and conditions of the
Company’s applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards (collectively, the “Equity Documents”); provided, however, and notwithstanding anything to the
contrary in the Equity Documents, [(i) Section 5(b) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event outside the Change
in Control Period (as such terms are defined below), (ii) in the event of a Change in Control (as defined below) and subject to the Executive’s continued service to the Company through the date of the Change in Control, all
unvested stock options and other stock-based awards held by the Executive as of the Effective Date shall immediately accelerate and become fully vested and exercisable or nonforfeitable 













 
immediately prior to such Change of Control and (iii) Section 6(a)(ii) of this Agreement shall apply to stock options and other stock-based awards
granted to the Executive on or after the Effective Date in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control Period]5[Section 6(a)(ii) of this Agreement shall apply in the event of a termination by the Company without Cause or by the Executive for Good Reason in either event within the Change in Control
Period (as such terms are defined below)]6. 
 3. Termination. The
Executive’s employment hereunder may be terminated without any breach of this Agreement under the following circumstances: 
 (a)
Death. The Executive’s employment hereunder shall terminate upon the Executive’s death. 
 (b) Disability. The
Company may terminate the Executive’s employment if the Executive is disabled and unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable
accommodation for a period of 180 days (which need not be consecutive) in any 12-month period. If any question shall arise as to whether during any period the Executive is disabled so as to be unable to
perform the essential functions of the Executive’s then existing position or positions with or without reasonable accommodation, the Executive may, and at the request of the Company shall, submit to the Company a certification in reasonable
detail by a physician selected by the Company to whom the Executive or the Executive’s guardian has no reasonable objection as to whether the Executive is so disabled or how long such disability is expected to continue, and such certification
shall for the purposes of this Agreement be conclusive of the issue. The Executive shall cooperate with any reasonable request of the physician in connection with such certification. If such question shall arise and the Executive shall fail to
submit such certification, the Company’s determination of such issue shall be binding on the Executive. Nothing in this Section 3(b) shall be construed to waive the Executive’s rights, if any, under existing law including, without
limitation, the Family and Medical Leave Act of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq. 

(c) Termination by the Company for Cause. The Company may terminate the Executive’s employment hereunder for Cause. For purposes of
this Agreement, “Cause” shall mean any of the following: 
 (i) conduct by the Executive constituting a material act of
misconduct in connection with the performance of the Executive’s duties, including, without limitation, (A) willful failure or refusal to perform material responsibilities that have been requested by the [Board]7[CEO]8 or (B) dishonesty to the [Board]9[CEO]10 with respect to any material matter; 
  

	5 	 For the CEO’s existing awards. 



	6 	 For other C-level/SVP executives. 



	7 	 For the CEO. 



	8 	 For other C-level executives/SVP executives. 



	9 	 For the CEO. 



	10 	 For other C-level executives/SVP executives. 














 (ii) the commission by the Executive of acts satisfying the elements of (A) any felony
or (B) a misdemeanor involving moral turpitude, deceit, dishonesty or fraud; 
 (iii) any misconduct by the Executive, regardless of
whether or not in the course of the Executive’s employment, that would reasonably be expected to result in material injury or reputational harm to the Company or any of its subsidiaries or affiliates if the Executive were to continue to be
employed in the same position; 
 (iv) continued materially unsatisfactory performance or
non-performance by the Executive of the Executive’s duties hereunder (other than by reason of the Executive’s physical or mental illness, incapacity or disability); 

(v) a material breach by the Executive of any of the provisions contained in Section 8 of this Agreement or the Restrictive Covenants
Agreement (as defined below); 
 (vi) a material violation by the Executive of any of the Company’s material written employment
policies relating to conduct or ethics; or 
 (vii) the Executive’s failure to cooperate with a bona fide internal investigation or an
investigation by regulatory or law enforcement authorities, after being instructed by the Company to cooperate, or the willful destruction or failure to preserve documents or other materials known to be relevant to such investigation or the
inducement of others to fail to cooperate or to produce documents or other materials in connection with such investigation. 
 (d)
Termination by the Company without Cause. The Company may terminate the Executive’s employment hereunder at any time without Cause. Any termination by the Company of the Executive’s employment under this Agreement which does not
constitute a termination for Cause under Section 3(c) and does not result from the death or disability of the Executive under Section 3(a) or (b) shall be deemed a termination without Cause. 

(e) Termination by the Executive. The Executive may terminate employment hereunder at any time for any reason, including but not limited
to, Good Reason. For purposes of this Agreement, “Good Reason” shall mean that the Executive has completed all steps of the Good Reason Process (hereinafter defined) following the occurrence of any of the following events without
the Executive’s consent (each, a “Good Reason Condition”): 
 (i) during the Change in Control
Period, a material diminution in the Executive’s responsibilities, authority or duties; 
 (ii) a material
diminution in the Executive’s Base Salary except for across-the-board salary reductions based on the Company’s financial performance similarly affecting all or
substantially all senior management employees of the Company; or 












 (iii) a material change in the geographic location at which the Executive is
required to provide services to the Company on a regular basis, not including business-related travel. 
 The “Good Reason Process”
consists of the following steps: 
 (iv) the Executive reasonably determines in good faith that a Good Reason Condition has
occurred; 
 (v) the Executive notifies the Company in writing of the first occurrence of the Good Reason Condition within 60
days of the first occurrence of such condition; 
 (vi) the Executive cooperates in good faith with the Company’s
efforts, for a period of not less than 30 days following such notice (the “Cure Period”), to remedy the Good Reason Condition; 

(vii) notwithstanding such efforts, the Good Reason Condition continues to exist; and 

(viii) the Executive terminates employment within 60 days after the end of the Cure Period. 

If the Company cures the Good Reason Condition during the Cure Period, Good Reason shall be deemed not to have occurred. 

4. Matters Related to Termination. 

(a) Notice of Termination. Except for termination as specified in Section 3(a), any termination of the Executive’s employment
by the Company or any such termination by the Executive shall be communicated by written Notice of Termination to the other party hereto. For purposes of this Agreement, a “Notice of Termination” shall mean a notice which shall
indicate the specific termination provision in this Agreement relied upon. 
 (b) Date of Termination. “Date of
Termination” shall mean: (i) if the Executive’s employment is terminated by death, the date of death; (ii) if the Executive’s employment is terminated on account of disability under Section 3(b) or by the Company
for Cause under Section 3(c), the date on which Notice of Termination is given; (iii) if the Executive’s employment is terminated by the Company without Cause under Section 3(d), the date on which a Notice of Termination is given
or the date otherwise specified by the Company in the Notice of Termination; (iv) if the Executive’s employment is terminated by the Executive under Section 3(e) other than for Good Reason, 30 days after the date on which a Notice of
Termination is given, and (v) if the Executive’s employment is terminated by the Executive under Section 3(e) for Good Reason, the date on which a Notice of Termination is given after the end of the Cure Period. Notwithstanding the
foregoing, in the event that the Executive gives a Notice of Termination to the Company, the Company may unilaterally accelerate the Date of Termination and such acceleration shall not result in a termination by the Company for purposes of this
Agreement. 












 (c) Accrued Obligations. If the Executive’s employment with the Company is
terminated for any reason, the Company shall pay or provide to the Executive (or to the Executive’s authorized representative or estate) (i) any Base Salary earned through the Date of Termination; (ii) unpaid expense
reimbursements (subject to, and in accordance with, Section 2(c) of this 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”). 

(d) Resignation of All Other Positions. To the extent applicable, the Executive shall be deemed to have resigned from all officer and
board member positions that the Executive holds with the Company or any of its respective subsidiaries and affiliates upon the termination of the Executive’s employment for any reason. The Executive shall execute any documents in reasonable
form as may be requested to confirm or effectuate any such resignations. 
 5. Severance Pay and Benefits Upon Termination by the Company
without Cause or by the Executive for Good Reason Outside the Change in Control Period. If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates employment for
Good Reason as provided in Section 3(e), in each case outside of the Change in Control Period, then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and
manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined
below), and a one-year post-employment noncompetition agreement, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount (as defined below)
shall immediately cease (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the
Separation Agreement and Release), which shall include a seven (7) business day revocation period: 
 (a) the Company shall pay the
Executive an amount equal to [__]11 months of the Executive’s Base Salary (the “Severance Amount”); provided that in the event the Executive is entitled to any
payments pursuant to the Restrictive Covenants Agreement, the Severance Amount received in any calendar year will be reduced by the amount the Executive is paid in the same such calendar year pursuant to the Restrictive Covenants Agreement (the
“Restrictive Covenants Agreement Setoff”); provided further that in the event the Executive is eligible for severance under this Agreement the Executive will not be eligible for “Mutually Agreed Upon Consideration” or
“Garden Leave Payments” as defined in the Restrictive Covenants Agreement; 
 (b) the Company shall pay Executive a pro-rated portion of the Target Bonus for the calendar year in which the Date of Termination occurred, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not
terminated12[; and]13 

 

	11 	 12 months for CEO and 9 months for C-Suite/SVPs. 




	12 	 For Papapetropoulous and Ziolkowski agreements only 



	13 	 For other C-level executives/SVP Executives. 














 (c) [notwithstanding anything to the contrary in any applicable option agreement or other
stock-based award agreement, (A) 50% of any then unvested Founders Shares (as defined in the Prior Agreement); and (B) all stock options and other stock-based awards held by Executive that are subject solely to time-based vesting
(the “Time-Based Equity Awards”) that would have vested during the twelve (12) month period following the Termination Date had the executive remained employed by the Company during such period, shall
immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of the Termination or (ii) the effective date of the Separation Agreement and Release (the
“Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement
will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date
of Termination and the Accelerated Vesting Date and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement and Release does not become
effective within the time period set forth therein; and]14 
 (d) subject to the
Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
(“COBRA”), the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if
the Executive had remained employed by the Company until the earliest of (A) the [__]15 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for
group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such
amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such
payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the
Company’s regular payroll dates. 
 The amounts payable under Section 5(a), to the extent taxable, shall be paid out in substantially equal
installments in accordance with the Company’s payroll practice over [__]16 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the 

 

	14 	 For CEO 



	15 	 12 months for CEO and 9 months for C-Suite/SVPs. 




	16 	 12 months for CEO and 9 months for C-Suite/SVPs. 















 
extent they qualify 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; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury
Regulation Section 1.409A-2(b)(2). 
 6. Severance Pay and Benefits Upon Termination by the
Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the
Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination is on or
within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”). The provisions of this Section 6 shall terminate and be of no further force or effect
after the Change in Control Period. 
 (a) If the Executive’s employment is terminated by the Company without Cause as provided in
Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and,
[except as set forth below]17 subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within
the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: 

(i) the Company shall pay the Executive a lump sum in cash in an amount equal to [___]18 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the
Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) (the “Change in Control Payment”); provided that the Change in Control
Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if applicable; provided further that in the event the Executive is eligible for severance under this Agreement the Executive will not be eligible for
“Mutually Agreed Upon Consideration” or “Garden Leave Payments” as defined in the Restrictive Covenants Agreement; and 

(ii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all
[Time-Based Equity Awards]19[stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity
Awards”)]20 shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the [Date of Termination, regardless of whether the Executive has
signed the Separation  
  

	17 	 For CEO 



	18 	 1.5x for CEO and 1x for C-Suite/SVPs.  



	19 	 For CEO 



	20 	 For other C-level executives/SVP executives.















 
Agreement and Release]21[later of (i) the Date of Termination or (ii) the effective date of
the Separation Agreement and Release (the “Accelerated Vesting Date”); provided that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that would otherwise occur on the Date
of Termination in the absence of this Agreement will be delayed to the extent necessary to effectuate the terms of this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards
shall occur during the period between the Date of Termination and the Accelerated Vesting Date and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation
Agreement and Release does not become effective within the time period set forth therein]22; and 

(iii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the
Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider or the COBRA provider a monthly payment equal to the monthly employer contribution that the Company would have made to provide
health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the [__]23 month anniversary of the Date of Termination; (B) the date
that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company
determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then
the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and
withholdings and paid on the Company’s regular payroll dates. 
 The amounts payable under this Section 6(a), to the extent taxable, shall be paid
or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent
they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. 
 (b) Additional Limitation. 

(i) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or
distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Code
and the applicable regulations thereunder (the “Aggregate  
  

	21 	 For CEO 



	22 	 For other C-level executives/SVP executives. 



	23 	 18 months for CEO and 12 months for C-Suite/SVPs. 















 
Payments”), would be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of
the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to the excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving
a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse
chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the
Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing
Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any
amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). 

(ii) For purposes of this Section 6(b), the “After Tax Amount” means the amount of the Aggregate Payments
less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to
pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual
taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. 

(iii) The determination as to whether a reduction in the Aggregate Payments shall be made pursuant to Section 6(b)(i)
shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the Date
of Termination, if applicable, or at such earlier time as is reasonably requested by the Company or the Executive. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. 

(c) Definitions. For purposes of this Section 6, “Change in Control” shall mean a “Sale Event” as
defined in the Company’s 2021 Stock Option and Incentive Plan. 
 7. Section 409A. 

(a) 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 otherwise 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. 
 (b) All in-kind benefits provided and expenses eligible for reimbursement under
this Agreement shall be provided by the Company or incurred by the Executive during the time periods set forth in this Agreement. All reimbursements shall be paid as soon as administratively practicable, but in no event shall any reimbursement be
paid after the last day of the taxable year following the taxable year in which the expense was incurred. The amount of in-kind benefits provided or reimbursable expenses incurred in one taxable year shall not
affect the in-kind benefits to be provided or the expenses eligible for reimbursement in any other taxable year (except for any lifetime or other aggregate limitation applicable to medical expenses). Such
right to reimbursement or in-kind benefits is not subject to liquidation or exchange for another benefit. 

(c) 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-1(h). 
 (d) 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 without additional cost to either party. 
 (e) 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.













 8. Continuing Obligations. 

(a) Restrictive Covenants Agreement. The Executive has previously entered into the Employee Confidential Information and
Inventions Assignment Agreement dated [____], attached hereto as Exhibit A (the “Restrictive Covenants Agreement”). The terms of the Restrictive Covenants Agreement continue to remain in full force and effect and
incorporated by reference into this Agreement in consideration for the pay and benefits provided under this Agreement, which the Executive agrees are fair and reasonable consideration independent of continued employment. The Executive acknowledges
and agrees that for purposes of the Restrictive Covenants Agreement, the term “Company” means Vigil Neuroscience, Inc., including its subsidiaries and other affiliates and its and their successors and assigns. For purposes of this
Agreement, the obligations in this Section 8 and those that arise in the Restrictive Covenants Agreement and any other agreement relating to confidentiality, assignment of inventions, or other restrictive covenants shall collectively be
referred to as the “Continuing Obligations.” 
 (b) Third-Party Agreements and Rights. The Executive hereby confirms
that the Executive is not bound by the terms of any agreement with any previous employer or other party which restricts in any way the Executive’s use or disclosure of information, other than confidentiality restrictions (if any), or the
Executive’s engagement in any business. The Executive represents to the Company that the Executive’s execution of this Agreement, the Executive’s employment with the Company and the performance of the Executive’s proposed duties
for the Company will not violate any obligations the Executive may have to any such previous employer or other party. In the Executive’s work for the Company, the Executive will not disclose or make use of any information in violation of any
agreements with or rights of any such previous employer or other party, and the Executive will not bring to the premises of the Company any copies or other tangible embodiments of non-public information
belonging to or obtained from any such previous employment or other party. 
 (c) Litigation and Regulatory Cooperation. During and
after the Executive’s employment, the Executive shall cooperate fully 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 full 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 cooperate fully 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 while the Executive was employed by the Company. 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 8(c). 

(d) Relief. The Executive agrees that it would be difficult to measure any damages caused to the Company which might result from any
breach by the Executive of the Continuing Obligations, and that in any event money damages would 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 that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the
Company. 












 9. Consent to Jurisdiction. The parties hereby consent to the jurisdiction of the
state and federal courts of the Commonwealth of Massachusetts. Accordingly, with respect to any such court action, the Executive (a) submits to the 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. 

10. Integration. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and
supersedes all prior agreements between the parties concerning such subject matter, including the Prior Agreement, provided that the Restrictive Covenants Agreement and the Equity Documents remain in full force and effect. 

11. Withholding; Tax Effect. All payments made by the Company to the Executive under this Agreement shall be net of any tax or other
amounts required to be withheld by the Company under applicable law. 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 for any deduction or withholding from any payment or benefit. 
 12. 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 or consolidation, into which the Company merges or to whom
it transfers all or substantially all of its properties or assets; provided further that if the Executive remains employed or becomes employed by the Company, the purchaser or any of their affiliates in connection with any such transaction, then the
Executive shall not be entitled to any payments, benefits or vesting pursuant to Section 5 or pursuant to Section 6 of this Agreement solely as a result of such transaction. 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. In the event of the Executive’s death after the Executive’s termination
of employment but prior to the completion by the Company of all payments due to the Executive under this Agreement, the Company shall continue such payments to the Executive’s beneficiary designated in writing to the Company prior to the
Executive’s death (or to the Executive’s estate, if the Executive fails to make such designation). 
 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. Survival. The provisions of this Agreement shall survive the termination of this
Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein. 
 15.
Waiver. No waiver of any provision hereof shall be effective unless made in writing and signed by the waiving party. The failure of any party to require the performance of any term or obligation of this Agreement, or the waiver by any party
of any breach of this Agreement, shall not prevent any subsequent enforcement of such term or obligation or be deemed a waiver of any subsequent breach. 

16. Notices. Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing
and delivered in person or sent by a nationally recognized overnight courier service or by registered or certified mail, postage prepaid, return receipt requested, to the Executive at the last address the Executive has filed in writing with the
Company or, in the case of the Company, at its main offices, attention of the Board. 
 17. Amendment. This Agreement may be amended
or modified only by a written instrument signed by the Executive and by a duly authorized representative of the Company. 
 18. Effect on
Other Plans and Agreements. An election by the Executive to resign for Good Reason under the provisions of this Agreement shall not be deemed a voluntary termination of employment by the Executive for the purpose of interpreting the provisions
of any of the Company’s benefit plans, programs or policies. Nothing in this Agreement shall be construed to limit the rights of the Executive under the Company’s benefit plans, programs or policies except as otherwise provided in
Section 8 hereof, and except that the Executive shall have no rights to any severance benefits under any Company severance pay plan, offer letter or otherwise. Except for the Restrictive Covenants Agreement, in the event that the Executive is
party to an agreement with the Company providing for payments or benefits under such agreement and this Agreement, the terms of this Agreement shall govern and the Executive may receive payment under this Agreement only and not both. Further,
Section 5 and Section 6 of this Agreement are mutually exclusive and in no event shall the Executive be entitled to payments or benefits pursuant to Section 5 and Section 6 of this Agreement. 

19. Governing Law. This is a Massachusetts contract and shall be construed under and be governed in all respects by the laws of the
Commonwealth of Massachusetts, without giving effect to the conflict of laws principles thereof. With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied
by the United States Court of Appeals for the First Circuit. 
 20. 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. 












 IN WITNESS WHEREOF, the parties have executed this Agreement effective on the Effective
Date. 
  

			
	VIGIL NEUROSCIENCE, INC.


 
			
		
	By:	 	  



 
			
	Its:	 	  



 
			
	
	EXECUTIVE
	
	  

	[Executive Name]