a106natepoulsencontract






ACTIVE/107434617.2       Exhibit 10.6    EMPLOYMENT AGREEMENT    This Employment Agreement ( Agreement ) is made between Compass Pathways, Inc.  (the Company ), and Nathan Poulsen (the Executive ) and is effective as of 18 September  2020 (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 Employment Agreement between the Executive and the  Company dated March 11, 2020 and the Employment Agreement between the Executive and the  Company dated March 1, 2021 (the Prior Agreements ), and (ii) any 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.    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 will 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 General Counsel  and Chief Legal Officer of the Company, reporting directly to the President and Chief Business  Officer and the Chief Executive Officer, and shall have such powers and duties as may from time  to time be prescribed by the Chief Executive Officer (the CEO ) or other duly authori ed  executive. 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 ), which approval shall not be unreasonably withheld, or engage in religious, charitable  or other community activities as long as such services and activities do not interfere with the  Executive s performance of the Executive s duties to the Company.    2. Compensation and Related Matters.    (a) Base Salary. The Executive s initial base salary shall be paid at the rate of  $370,000 per year. The Executive s base salary shall be subject to periodic review for increase  by the Board or the Compensation Committee of the Board (the Compensation Committee ),  but shall not be subject to decrease, except for across-the-board salary reductions based on the  Company s financial performance similarly affecting all or substantially all senior management    2  





 






ACTIVE/107434617.2       Exhibit 10.6    employees of the Company. 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 35 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 Executive shall have the ability to earn up to 125  percent of the Target Bonus in certain circumstances. 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, subject to the terms of any applicable incentive compensation  plan that may be in effect from time to time, and shall be paid no later than March 15 of the year  following the year to which it relates. In setting the amount, if any, of any Annual Bonus, the  Company shall in good faith consider the Company s overall performance, as well as the  Executive s individual performance, during the immediately preceding fiscal year. To earn  incentive compensation, the Executive must be employed by the Company on the day such  incentive compensation is paid; provided, however, that if the Agreement is terminated by the  Company without Cause or by the Executive with Good Reason, Executive shall receive any  unpaid discretionary bonus for the fiscal year prior to the fiscal year in which the Date of  Termination occurs.    Notwithstanding anything to the contrary in the Agreement, in the event that, prior to the end of  the given fiscal year, Executive s employment with the Company is terminated by the Company  without Cause or by Executive with Good Reason, Executive, as applicable, shall be eligible to  receive a pro rata portion of the Annual Bonus, if any, for the partial period of the applicable  fiscal year in which the Date of Termination occurs (any such bonus awarded hereunder shall  hereinafter be referred to as a Pro Rata Bonus ). Executive acknowledges and agrees that: (i)  the Company s Board of Directors (the Board ) shall, in good faith and using its reasonable  discretion, determine whether to award a Pro Rata Bonus and, if so, the precise amount of such  bonus; (ii) payment of any awarded Pro Rata Bonus is subject to Executive meeting the terms  and conditions of Section 5 of this Agreement; and (iii) a Pro Rata Bonus shall not be awarded in  the event that Executive s employment with the Company is terminated for any reason other than  by the Company without Cause or by Executive with Good Reason. Any Pro Rata Bonus  awarded hereunder shall be paid in a single lump sum in the calendar year following the year in  which the applicable services were performed.    (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. Within 30 days of the execution of this  Agreement, the Company shall directly pay by wire to Outten & Golden LLP $5,000, on account  of the reasonable legal fees actually incurred by Executive in connection with review and  negotiation of this Agreement. Outten & Golden LLP shall prove the Company with a Form W-9  for this payment, and the Company shall provide both Outten & Golden LLP and Employee with  a Form 1099.  





 






ACTIVE/107434617.2       Exhibit 10.6    (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. Additionally, the Company shall pay the Executive an annual $10,000  healthcare allowance, which shall be processed through payroll.    (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.    (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 held by the  Executive (collectively, the Equity Documents ); provided, however, and notwithstanding  anything to the contrary in the Equity Documents, Section 6(a) 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).    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  death.    (b) Disability. The Company may terminate the Executive s employment if  the Executive is disabled and unable to perform or expected to be 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 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:  





 






ACTIVE/107434617.2       Exhibit 10.6    (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  CEO; (B) dishonesty to the CEO with respect to any material matter; or (C) misappropriation of  funds or property of the Company or any of its subsidiaries or affiliates other than the occasional,  customary and de minimis use of Company property for personal purposes;    (ii) the conviction or plea of guilty or nolo contendere by the  Executive of (A) any felony (non-traffic) 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 material 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 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) which has continued for more than 30 days following written notice of such non-  performance from the CEO;    (v) a 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  written employment policies; 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;    provided, however, that no Cause shall exist unless the Company has provided written notice to  Executive describing in detail such Cause conduct and, to the extent an act or omission giving  rise to Cause is reasonably susceptible to cure, Executive has been given thirty (30) days, after  written notice by the Company to cure such act or omission (the Cause Cure Period ). If the  Executive cures the Cause condition during the Cause Cure Period, Cause shall be deemed not to  have occurred.    (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.  





 






ACTIVE/107434617.2       Exhibit 10.6    (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) a material diminution in the Executive s responsibilities, authority,  duties, title or reporting line;    (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;    (iii) a material change in the geographic location at which the  Executive provides services to the Company, such that there is an increase of at least  thirty (30) miles of driving distance to such location from the Executive s principal  residence as of such change; or    (iv) a material breach of this Agreement by the Company.  The Good Reason Process  consists of the following steps:  (i) the Executive reasonably determines in good faith that a Good  Reason Condition has occurred;    (ii) the Executive notifies the Company in writing of the first  occurrence of the Good Reason Condition within 180 days of the first occurrence of such  condition;    (iii) the Executive cooperates in good faith with the Company s efforts,  for a period of not less than 30 days following such notice (the Good Reason Cure  Period ), to remedy the Good Reason Condition;    (iv) notwithstanding such efforts, the Good Reason Condition  continues to exist; and    (v) the Executive terminates employment within 60 days after the end  of the Good Reason Cure Period.    If the Company cures the Good Reason Condition during the Good Reason Cure Period, Good  Reason shall be deemed not to have occurred.    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 authori ed representative or estate)  (i) any Base Salary plus any accrued but unused vacation time (subject to and in accordance with  applicable Company policy as in effect from time to time) earned through the Date of  Termination; (ii) unpaid expense reimbursements (subject to, and in accordance with, Section  2(c) of this Agreement); and (iii) any vested benefits the Executive may have under any  





 






ACTIVE/107434617.2       Exhibit 10.6    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 ).    4. Notice and Date of 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, 14 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.    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), each outside of  the Change in Control Period (as defined below), 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), but shall not include any additional Continuing  Obligations, and shall provide that if the Executive breaches any of the Continuing Obligations,  all payments of the Severance Amount 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, the  Company shall pay the Executive an amount equal to nine (9) months of the Executive s Base  Salary, plus an additional six hundred and fifteen thousand dollars ($615,000) (the Severance  Amount ). The amounts payable under Section 5, to the extent taxable, shall be paid in a lump  sum payment 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, the Severance Amount, to  the extent it qualifies as non-qualified deferred compensation  within the meaning of Section  





 






ACTIVE/107434617.2       Exhibit 10.6    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.    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 within twelve (12) months after the occurrence of the first event  constituting a Change in Control (such period, the Change in Control Period ). These  provisions shall terminate and be of no further force or effect after a 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 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 the Executive s then current Base Salary (or the Executive Base Salary  in effect immediately prior to the Change in Control, if higher), plus an additional six  hundred and fifteen thousand dollars ($615,000) (the Change in Control Payment );    (ii) 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, the COBRA  provider or the Executive 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 twelve  (12) month anniversary of the Date of Termination; (B) the Executive s eligibility for  group medical plan benefits under any other employer s group medical plan; or (C) the  cessation of the Executive s continuation rights under COBRA; provided, however, 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 shall be subject to tax-related deductions  and withholdings and paid on the Company s regular payroll dates;    (iii) notwithstanding anything to the contrary in any applicable option  agreement or other stock-based award agreement, all time-based stock options and other  stock-based awards subject to time-based vesting held by the Executive (the Time-  Based Equity Awards ) shall immediately accelerate and become fully exercisable or  nonforfeitable as of the 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  





 






ACTIVE/107434617.2       Exhibit 10.6    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 until the effective date of the Separation Agreement and Release and will only  occur if the vesting pursuant to this subsection does not occur due to the absence of the  Separation Agreement and Release becoming fully effective within the time period set  forth therein. Notwithstanding the foregoing, no additional vesting of the Time-Based  Equity Awards shall occur during the period between the Executive s Date of  Termination and the Accelerated Vesting Date; and    (iv) The Company shall pay the Executive in a lump sum any incentive  compensation pursuant to Section 2(b) of this Agreement awarded in respect of the year  preceding the year of termination but not yet paid and the Executive s Target Bonus for  the then-current year.    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 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  





 






ACTIVE/107434617.2       Exhibit 10.6    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  recogni ed 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, the following terms shall have  the following meanings:    Change in Control  shall mean any of the following:    (i) any person,  as such term is used in Sections 13(d) and 14(d) of  the Securities Exchange Act of 1934, as amended (the Act ) (other than the Company,  any of its subsidiaries, or any trustee, fiduciary or other person or entity holding securities  under any employee benefit plan or trust of the Company or any of its subsidiaries),  together with all affiliates  and associates  (as such terms are defined in Rule 12b-2  under the Act) of such person, shall become the beneficial owner  (as such term is  defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the Company  representing 50 percent or more of the combined voting power of the Company s then  outstanding securities having the right to vote in an election of the Board ( Voting  Securities ) (in such case other than as a result of an acquisition of securities directly  from the Company); or    (ii) the date a majority of the members of the Board is replaced during  any 12-month period by directors whose appointment or election is not endorsed by a  majority of the members of the Board before the date of the appointment or election; or    (iii) the consummation of (A) any consolidation or merger of the  Company where the stockholders of the Company, immediately prior to the consolidation  or merger, would not, immediately after the consolidation or merger, beneficially own (as  such term is defined in Rule 13d-3 under the Act), directly or indirectly, shares  representing in the aggregate more than 50 percent of the voting shares of the Company  issuing cash or securities in the consolidation or merger (or of its ultimate parent  corporation, if any), or (B) any sale or other transfer (in one transaction or a series of  transactions contemplated or arranged by any party as a single plan) of all or substantially  all of the assets of the Company.  





 






ACTIVE/107434617.2       Exhibit 10.6    Notwithstanding the foregoing, a Change in Control  shall not be deemed to have  occurred for purposes of the foregoing clause (i) solely as the result of an acquisition of  securities by the Company which, by reducing the number of shares of Voting Securities  outstanding, increases the proportionate number of Voting Securities beneficially owned by any  person to 50 percent or more of the combined voting power of all of the then outstanding Voting  Securities; provided, however, that if any person referred to in this sentence shall thereafter  become the beneficial owner of any additional shares of Voting Securities (other than pursuant to  a stock split, stock dividend, or similar transaction or as a result of an acquisition of securities  directly from the Company) and immediately thereafter beneficially owns 50 percent or more of  the combined voting power of all of the then outstanding Voting Securities, then a Change in  Control  shall be deemed to have occurred for purposes of the foregoing clause (i).    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 or otherwise 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).  





 






ACTIVE/107434617.2       Exhibit 10.6    (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 or the Restrictive Covenants 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. As a condition of entering into this  Agreement, Executive is required to enter into the Employee Confidentiality, Assignment,  Nonsolicitation and Noncompetition Agreement, attached hereto as Exhibit A (the Restrictive  Covenants Agreement ). 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 reasonably cooperate with the Company in (i) the defense or  prosecution of any claims or actions now in existence or which may be brought in the future  against or on behalf of the Company which relate to events or occurrences that transpired while  the Executive was employed by the Company, and (ii) the investigation, whether internal or  external, of any matters about which the Company believes the Executive may have knowledge  or information. The Executive s cooperation in connection with such claims, actions or  investigations shall include, but not be limited to, being available to meet with counsel to answer  questions or to prepare for discovery or trial and to act as a witness on behalf of the Company at  





 






ACTIVE/107434617.2       Exhibit 10.6    mutually convenient times. During and after the Executive s employment, the Executive also  shall reasonably cooperate with the Company in connection with any investigation or review of  any federal, state or local regulatory authority as any such investigation or review relates to  events or occurrences that transpired while the Executive was employed by the Company.  Executive s cooperation under this Section shall not include the provision of any legal service or  legal advice. The Company shall reimburse the Executive for any reasonable out-of-pocket  expenses incurred in connection with the Executive s performance of obligations pursuant to this  Section 8(c) (including legal fees if Executive s and the Company s interests diverge).    (d) Relief. The Executive agrees that it may 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 may be an inadequate remedy for  any such breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes  to breach, any portion of the Continuing Obligations, the Company shall be entitled, in addition  to all other remedies that it may have, to seek an injunction or other appropriate equitable relief  to restrain any such breach without showing or proving any actual damage to the Company.    (e)    9. Consent to Jurisdiction. The parties hereby consent to the jurisdiction of the state  and federal courts of the State of New York. Accordingly, with respect to any such court action,  the Executive (a) submits to the exclusive personal jurisdiction of such courts; (b) consents to  service of process; and (c) waives any other requirement (whether imposed by statute, rule of  court, or otherwise) with respect to personal jurisdiction or service of process.    10. Waiver of Jury Trial. Each of the Executive and the Company irrevocably and  unconditionally WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING  (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR  RELATING TO THIS AGREEMENT OR THE EXECUTIVE S EMPLOYMENT BY THE  COMPANY OR ANY AFFILIATE OF THE COMPANY, INCLUDING WITHOUT  LIMITATION THE EXECUTIVE S OR THE COMPANY S PERFORMANCE UNDER, OR  THE ENFORCEMENT OF, THIS AGREEMENT.    11. 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, provided that the Restrictive Covenants Agreement and the  Equity Documents remain in full force and effect.    12. 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.    13. Assignment. 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  





 






ACTIVE/107434617.2       Exhibit 10.6    consent of the other; provided, however, that the Company may assign its rights and obligations  under this Agreement (including the Restrictive Covenants Agreement) without the Executive s  consent to any affiliate or to any person or entity with whom the Company shall hereafter effect  a reorganization, consolidate with, or merge into or to whom it transfers all or substantially all of  its properties or assets; 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.    14. 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.    15. 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.    16. 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.    17. 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.    18. 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.    19. 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  





 






ACTIVE/107434617.2       Exhibit 10.6    party to an agreement with the Company providing for payments or benefits under such plan or  agreement and under 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 both Section 5 and Section 6 of this Agreement.    20. Governing Law. This is a New York contract and shall be construed under and be  governed in all respects by the laws of the State of New York, without giving effect to the  conflict of laws principles thereof. 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 Second Circuit.    21. 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.    COMPASS PATHWAYS, INC.    By:     Its: Chairman & CEO    EXECUTIVE        Date: 3/5/21        Nathan Poulsen  





 






ACTIVE/107434617.2       Exhibit 10.6    Exhibit A    Restrictive Covenants Agreement