EX-10.5




 Exhibit 10.5 

BETTER THERAPEUTICS, INC. 

SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 
  

	1.	 Purpose 



This Senior Executive Cash Incentive Bonus Plan (the “Incentive Plan”) is intended to provide an incentive for superior work
and to motivate eligible executives of Better Therapeutics, Inc. (the “Company”) and its subsidiaries toward even higher achievement and business results, to tie their goals and interests to those of the Company and its stockholders
and to enable the Company to attract and retain highly qualified executives. This Incentive Plan is for the benefit of Covered Executives (as defined below). 
  

	2.	 Covered Executives 



From time to time, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) may select
certain key executives (the “Covered Executives”) to be eligible to receive bonuses hereunder. Participation in this Incentive Plan does not change the “at will” nature of a Covered Executive’s employment with the
Company. 
  

	3.	 Administration 



The Compensation Committee shall have the sole discretion and authority to administer and interpret this Incentive Plan. 

 

	4.	 Bonus Determinations 



(a) Corporate Performance Goals. A Covered Executive may receive a bonus payment under this Incentive Plan based upon the attainment of
one or more performance objectives that are established by the Compensation Committee and relate to financial and operational metrics with respect to the Company or any of its subsidiaries (the “Corporate Performance Goals”),
including, without limitation, the following: research, pre-clinical, non-clinical, developmental, publication, clinical or regulatory milestones; scientific or
technological advances; R&D capabilities; cash flow (including, but not limited to, operating cash flow and free cash flow); revenue; corporate revenue; earnings before interest, taxes, depreciation and amortization; net income (loss) (either
before or after interest, taxes, depreciation and/or amortization); changes in the market price of the Company’s common stock; economic value-added; acquisitions or strategic transactions, including licenses, collaborations, joint ventures or
promotion arrangements; financing or other capital raising transactions; operating income (loss); return on capital, assets, equity, or investment; stockholder returns; return on sales; total shareholder return; gross or net profit levels;
productivity; expense; efficiency; margins; operating efficiency; satisfaction of, or other achievement metrics relating to, key third parties; working capital; earnings (loss) per share of the Company’s common stock; bookings, new bookings or
renewals; sales or market shares; number of prescriptions or prescribing physicians; coverage decisions; leadership development, employee retention, and recruiting and other human resources matters; operating income and/or net annual recurring
revenue, any of which may be (A) measured in absolute terms or compared to any incremental increase, (B) measured in terms of growth, (C) compared to another company 











 
or companies or to results of a peer group, (D) measured against the market as a whole and/or as compared to applicable market indices and/or (E) measured on a pre-tax or post-tax basis (if applicable). Further, any Corporate Performance Goals may be used to measure the performance of the Company as a whole or a business unit or
other segment of the Company, or one or more product lines or specific markets. The Corporate Performance Goals may differ from Covered Executive to Covered Executive. 

(b) Calculation of Corporate Performance Goals. At the beginning of each applicable performance period, the Compensation Committee will
determine whether any significant element(s) will be included in or excluded from the calculation of any Corporate Performance Goal with respect to any Covered Executive. In all other respects, Corporate Performance Goals will be calculated in
accordance with the Company’s financial statements, generally accepted accounting principles, or under a methodology established by the Compensation Committee at the beginning of the performance period and that is consistently applied with
respect to a Corporate Performance Goal in the relevant performance period. 
 (c) Target; Minimum; Maximum. Each Corporate
Performance Goal shall have a “target” (i.e., 100 percent attainment of the Corporate Performance Goal) and may also have a “minimum” hurdle and/or a “maximum” amount. 

(d) Bonus Requirements; Individual Goals. Except as otherwise set forth in this Section 4(d): (i) any bonuses paid to Covered
Executives under the Incentive Plan shall be based upon objectively determinable bonus formulas that tie such bonuses to one or more performance targets relating to the Corporate Performance Goals, (ii) bonus formulas for Covered Executives
shall be adopted in each performance period by the Compensation Committee and communicated to each Covered Executive at the beginning of each performance period and (iii) no bonuses shall be paid to Covered Executives unless and until the
Compensation Committee makes a determination with respect to the attainment of the performance targets relating to the Corporate Performance Goals. Notwithstanding the foregoing, the Compensation Committee may adjust bonuses payable under the
Incentive Plan based on achievement of one or more individual performance objectives or pay bonuses (including, without limitation, discretionary bonuses) to Covered Executives under the Incentive Plan based on individual performance goals and/or
upon such other terms and conditions as the Compensation Committee may in its discretion determine. 
 (e) Individual Target Bonuses.
The Compensation Committee shall establish a target bonus opportunity for each Covered Executive for each performance period. For each Covered Executive, the Compensation Committee shall, in its discretion, have the authority to apportion the target
award so that a portion of the target award shall be tied to attainment of Corporate Performance Goals and a portion of the target award shall be tied to attainment of individual performance objectives. 

(f) Employment Requirement. Subject to any additional terms that may be contained in a written agreement between the Covered Executive
and the Company, the payment of a bonus to a Covered Executive with respect to a performance period shall be conditioned upon the Covered Executive’s employment by the Company on the bonus payment date, unless otherwise determined by the
Compensation Committee. If an executive becomes a Covered Executive and participant in the Incentive Plan during a performance period and was not employed for the entire performance period, the Compensation Committee may pro rate the bonus based on
the number of days employed during such period. 

  
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	5.	 Timing of Payment 



(a) With respect to Corporate Performance Goals established and measured on a basis more frequently than annually (e.g., quarterly or
semi-annually), the Corporate Performance Goals will be measured at the end of each performance period after the Company’s financial reports with respect to such period(s) have been published. If the Corporate Performance Goals and/or
individual goals for such period are met, payments will be made as soon as practicable following the end of such period, but not later than two and one-half months after the end of the fiscal year in which
such performance period ends. 
 (b) With respect to Corporate Performance Goals established and measured on an annual or multi-year basis,
Corporate Performance Goals will be measured as of the end of each such performance period (e.g., at the end of each fiscal year) after the Company’s financial reports with respect to such period(s) have been published. If the Corporate
Performance Goals and/or individual goals for any such period are met, bonus payments will be made as soon as practicable, but not later than two and one-half months after the end of the fiscal year in which
such performance period ends. 
  

	6.	 Amendment and Termination 



The Company reserves the right to amend or terminate this Incentive Plan at any time in its sole discretion. 

Adopted by the Board of Directors: October 28, 2021 

  
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