Exhibit
10.6


 


EQRX,
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 EQRx, 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 and Talent Development 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.


 


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.