ex105larswildeamendment






CONFIDENTIAL  Exhibit 10.5    AMENDMENT  EMPLOYMENT AGREEMENT  Thi  Amendmen  ( hi  Amendment ), effec i e a  of 18 Se embe  2020 ( he Effective  Date ), i  b  and be een    (1) COMPASS Pathfinder Limited (f/k/a COMPASS Pathways Limited), whose registered  office is at 3rd Floor, 1 Ashley Road, Altrincham, Cheshire, WA14 2DT, United Kingdom  ( COMPASS  o  Em lo e ), and    (2) Lars Wilde, an individual, having an address of In der Rehwiese 3, 40629 Duesseldorf,  Germany (the Em lo ee ),      WITNESSETH:    WHEREAS, Employee and COMPASS are parties to that certain Agreement dated August 1, 2017 (the  Original Agreement ), pursuant to which Employee provides services to COMPASS;    WHEREAS, he a ie  no  de i e o amend he O iginal Ag eemen  o inc ea e Em lo ee   remuneration.    NOW, THEREFORE, in consideration of the foregoing premises and the terms and conditions set forth  below, the parties agrees as follows:    1. Section 4 (Remuneration) of the Original Agreement shall be amended to read as follows, which  shaell replace and cancel the original language of Section 4:    (1) Salary: The Employee will receive for his contractual services an annual gross salary of  £320,000. Salary is payable monthly in arrears on or about the last Friday of each calendar  month.    (2) Annual Bonus: The Employee shall be eligible to earn an annual incentive bonus, with a  target bonus amount of 45% of he Em lo ee  ba ic ala  (and he abili  o ea n  o 125%  of that target bonus amount in certain circumstances), subject to such terms and with such  individual, team or corporate targets as the Board may communicate from time to time. The  Board shall be entitled to determine whether such targets have been met and where such targets  have been met in full or part shall have a discretion to determine whether to make payments and,  if so, in what amount and when.    (2)(a) The Board may suspend, alter or discontinue any bonus payment(s) or any bonus plan and  its eligibility requirements at any time (whether generally or in relation to the Employee only) at  its absolute discretion. If the Employee receives any bonus payment the Company is not obliged  to make any further bonus payments and any bonus payment will not become part of the  Employee's contractual remuneration or fixed salary. In order to be eligible to receive a bonus  payment, the Employee must be in the Company's employment and not under notice, given or  received on the date that the bonus is paid. Bonus entitlement does not accrue in the course of a  year, and the Employee is not entitled to payment of a bonus, or any pro rata portion of it, if the  Employee leaves employment prior to the date that the bonus is paid.  





 






CONFIDENTIAL  Exhibit 10.5    (2)(b) The Employee shall not be eligible to be considered for any bonus nor shall any bonus be  paid if the Employee is subject to any disciplinary action or investigation at the date any bonus is  being considered and/or at the bonus payment date (as applicable) although the Company may  reconsider the matter upon the conclusion of the disciplinary action or investigation in question.    2. This Amendment shall be effective on and after the Effective Date. To the extent there are any  inconsistencies between this Amendment and the Original Agreement, this Amendment will control  but solely as to the subject matter herein. Capitalized terms not otherwise defined herein shall have  the same meaning given those terms in the Original Agreement, it being the intent of the parties that  the Original Agreement and this Amendment will be applied and construed as a single instrument.  The Original Agreement, as modified by this Amendment, constitutes the entire agreement between  the Employee and COMPASS regarding the subject matter of this Amendment and supersedes all  prior or contemporaneous writings and understandings between the parties regarding the same.    3. This Amendment may by executed in counterparts, each of which, when executed and delivered,  shall be deemed to be an original and all of which together shall constitute one and the same  document. Signatures to this Amendment transmitted by facsimile transmission, by electronic mail  in o able doc men  fo ma  ( . df ) fo m, o  b  an  o he  elec onic mean  in ended o preserve  the original graphic and pictorial appearance of a document, will have the same effect as physical  delivery of the paper document bearing the original signature.    * * * * *    IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment to be effective  as set forth above.    Employee: Signed for and on behalf of COMPASS:    By:   By:   Lars Wilde  Name: George J. Goldsmith  Title: President and Chief Business Officer Title:   Chairman & CE0   





 






Exhibit 10.5          Envelope Id: 34861F5A7758464F8B3CB2031B743F0F Status: Completed  Subject: Please DocuSign: Lars Wilde - employment contract Amendment_20210302_v01[5].pdf  Source Envelope:  Document Pages: 2 Signatures: 2 Envelope Originator:  Certificate Pages: 5 Initials: 0 Sarah Drummond  AutoNav: Enabled  EnvelopeId Stamping: Disabled  Time Zone: (UTC-08:00) Pacific Time (US & Canada)  Wheatsheaf Cottage  Wheatsheaf Common  Liphook, WA GU307EG  sarah@compasspathways.com  IP Address: 86.175.96.110      Status: Original  3/3/2021 1:14:23 AM  Holder: Sarah Drummond  sarah@compasspathways.com  Location: DocuSign      George J. Goldsmith  george@compasspathways.com  Chairman & CEO  COMPASS Pathfinder Holdings Ltd  Security Level: Email, Account Authentication  (Required)                  Electronic Record and Signature Disclosure:  Accepted: 11/6/2020 6:41:55 AM  ID: cee39e0c-5d0a-4b69-bbaa-e75de1e54aae    Lars Wilde  lars@compasspathways.com  Chief Business Officer  COMPASS Pathways  Security Level: Email, Account Authentication  (Required)                  Electronic Record and Signature Disclosure:  Accepted: 1/28/2021 11:10:44 AM  ID: 1f20ac9a-309b-44a3-95f4-abb04a73e88e          Signature Adoption: Pre-selected Style  Signature ID:  5649BC54-F9CA-46EB-87B8-414D25CC064F  Using IP Address: 212.59.65.156      With Signing Authentication via DocuSign password  With Signing Reasons (on each tab):  I approve this document              Signature Adoption: Pre-selected Style  Signature ID:  E661A8FE-1BA0-4E2B-BD8E-18334C30676E  Using IP Address: 2.243.26.152      With Signing Authentication via DocuSign password  With Signing Reasons (on each tab):  Ich genehmige dieses Dokument  Sent: 3/3/2021 1:24:29 AM  Viewed: 3/3/2021 1:34:02 AM  Signed: 3/3/2021 1:34:44 AM                                    Sent: 3/3/2021 1:34:45 AM  Viewed: 3/3/2021 3:51:55 AM  Signed: 3/3/2021 4:00:50 AM    In Person Signer Events Signature Timestamp      Editor Delivery Events Status Timestamp      Agent Delivery Events Status Timestamp      Intermediary Delivery Events Status Timestamp  Signer Events Signature Timestamp  Record Tracking  Certificate Of Completion  





 






Exhibit 10.5    Certified Delivery Events Status Timestamp      Carbon Copy Events Status Timestamp      Witness Events Signature Timestamp      Notary Events Signature Timestamp      Envelope Summary Events Status Timestamps  Envelope Sent Hashed/Encrypted 3/3/2021 1:24:29 AM  Certified Delivered Security Checked 3/3/2021 3:51:55 AM  Signing Complete Security Checked 3/3/2021 4:00:50 AM  Completed Security Checked 3/3/2021 4:00:50 AM  Payment Events Status Timestamps  Electronic Record and Signature Disclosure  





 






Exhibit 10.5    Electronic Record and Signature Disclosure created on: 11/5/2020 10:27:04 AM  Parties agreed to: George J. Goldsmith, Lars Wilde        ELECTRONIC RECORD AND SIGNATURE DISCLOSURE    From time to time, COMPASS Pathways (we, us or Company) may be required by law to  provide to you certain written notices or disclosures. Described below are the terms and  conditions for providing to you such notices and disclosures electronically through the DocuSign  system. Please read the information below carefully and thoroughly, and if you can access this  information electronically to your satisfaction and agree to this Electronic Record and Signature  Disclosure (ERSD), please confirm your agreement by selecting the check-box next to 'I agree to  use electronic records and signatures' before clicking 'CONTINUE' within the DocuSign  system.      Getting paper copies    At any time, you may request from us a paper copy of any record provided or made available  electronically to you by us. You will have the ability to download and print documents we send  to you through the DocuSign system during and immediately after the signing session and, if you  elect to create a DocuSign account, you may access the documents for a limited period of time  (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to  send you paper copies of any such documents from our office to you, you will be charged a  $0.00 per-page fee. You may request delivery of such paper copies from us by following the  procedure described below.      Withdrawing your consent    If you decide to receive notices and disclosures from us electronically, you may at any time  change your mind and tell us that thereafter you want to receive required notices and disclosures  only in paper format. How you must inform us of your decision to receive future notices and  disclosure in paper format and withdraw your consent to receive notices and disclosures  electronically is described below.      Consequences of changing your mind    If you elect to receive required notices and disclosures only in paper format, it will slow the  speed at which we can complete certain steps in transactions with you and delivering services to  you because we will need first to send the required notices or disclosures to you in paper format,  and then wait until we receive back from you your acknowledgment of your receipt of such  paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to  receive required notices and consents electronically from us or to sign electronically documents  from us.      All notices and disclosures will be sent to you electronically  





 






Exhibit 10.5          Unless you tell us otherwise in accordance with the procedures described herein, we will provide  electronically to you through the DocuSign system all required notices, disclosures,  authorizations, acknowledgements, and other documents that are required to be provided or made  available to you during the course of our relationship with you. To reduce the chance of you  inadvertently not receiving any notice or disclosure, we prefer to provide all of the required  notices and disclosures to you by the same method and to the same address that you have given  us. Thus, you can receive all the disclosures and notices electronically or in paper format through  the paper mail delivery system. If you do not agree with this process, please let us know as  described below. Please also see the paragraph immediately above that describes the  consequences of your electing not to receive delivery of the notices and disclosures  electronically from us.      How to contact COMPASS Pathways:    You may contact us to let us know of your changes as to how we may contact you electronically,  to request paper copies of certain information from us, and to withdraw your prior consent to  receive notices and disclosures electronically as follows:  To contact us by email send messages to: admin@compasspathways.com      To advise COMPASS Pathways of your new email address    To let us know of a change in your email address where we should send notices and disclosures  electronically to you, you must send an email message to us at admin@compasspathways.com  and in the body of such request you must state: your previous email address, your new email  address. We do not require any other information from you to change your email address.    If you created a DocuSign account, you may update it with your new email address through your  account preferences.      To request paper copies from COMPASS Pathways    To request delivery from us of paper copies of the notices and disclosures previously provided  by us to you electronically, you must send us an email to admin@compasspathways.com and in  the body of such request you must state your email address, full name, mailing address, and  telephone number. We will bill you for any fees at that time, if any.      To withdraw your consent with COMPASS Pathways    To inform us that you no longer wish to receive future notices and disclosures in electronic  format you may:  





 






Exhibit 10.5          i. decline to sign a document from within your signing session, and on the subsequent page,  select the check-box indicating you wish to withdraw your consent, or you may;    ii. send us an email to admin@compasspathways.com and in the body of such request you must  state your email, full name, mailing address, and telephone number. We do not need any other  information from you to withdraw consent.. The consequences of your withdrawing consent for  online documents will be that transactions may take a longer time to process..      Required hardware and software    The minimum system requirements for using the DocuSign system may change over time. The  current system requirements are found here: https://support.docusign.com/guides/signer-guide-  signing-system-requirements.      Acknowledging your access and consent to receive and sign documents electronically    To confirm to us that you can access this information electronically, which will be similar to  other electronic notices and disclosures that we will provide to you, please confirm that you have  read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for  your future reference and access; or (ii) that you are able to email this ERSD to an email address  where you will be able to print on paper or save it for your future reference and access. Further,  if you consent to receiving notices and disclosures exclusively in electronic format as described  herein, then select the check-box next to 'I agree to use electronic records and signatures' before  clicking 'CONTINUE' within the DocuSign system.    By selecting the check-box next to 'I agree to use electronic records and signatures', you confirm  that:    x You can access and read this Electronic Record and Signature Disclosure; and  x You can print on paper this Electronic Record and Signature Disclosure, or save or send  this Electronic Record and Disclosure to a location where you can print it, for future  reference and access; and  x Until or unless you notify COMPASS Pathways as described above, you consent to  receive exclusively through electronic means all notices, disclosures, authorizations,  acknowledgements, and other documents that are required to be provided or made  available to you by COMPASS Pathways during the course of your relationship with  COMPASS Pathways.