Exhibit 10.18


 


BETTER THERAPEUTICS LLC

Employment Offer Letter


 


October 9, 2018


 


Kristin Wynholds

[***]


 


Re:    Offer of Employment by Better Therapeutics LLC


 


Dear Kristin Wynholds:


 


Better Therapeutics LLC (the “Company”),
is pleased to offer you employment with the Company on the terms described below. The terms of our offer and the benefits currently provided
by the Company are as follows:


 


1.       Position.
You will be employed by the Company as Head of Design commencing on October 22, 2018 or such other date as is agreed to by you
and the Company (your “Start Date”). You will be expected to comply with and be bound by the Company’s
operating policies, procedures and practices that are in effect during the term of your employment. During the term of your employment
with the Company, you agree to devote your best efforts and substantially all of your business time and attention to your employment duties
for the Company.


 


2.       Starting
Salary; Bonus. Your starting salary will be $250,000 per year, or in the event of any portion of a year, a pro rata amount of
such annual salary, payable in accordance with the Company’s normal payroll practices (with such payroll deductions and withholdings
as are required by law). Subject to your continued employment with the Company, your annual salary will increase to $275,000 upon closing
of a Series B Preferred financing by the Company with institutional investors (for avoidance of doubt, excluding a financing primarily
with the Company’s existing investors) (the “Series B Financing”). In addition, following closing of the
Series B Financing, you will be eligible to receive an annual bonus of up to 25% of your annual salary contingent upon achievement of
performance targets agreed to between you and the Company.


 


3.       Benefits.
You will be eligible to participate in regular health, dental, and vision insurance, employer sponsored 401k plan, commuter benefits,
and other employee benefit plans established by the Company for its employees from time to time.


 


Except as provided below, the Company reserves the right to change
or otherwise modify, in its sole discretion, the preceding terms of employment, as well as any of the terms set forth herein at any time
in the future.


 


4.       Confidentiality.
As an employee of the Company, you will have access to certain confidential information of the Company and you may, during the course
of your employment, develop certain information or inventions that will be the property of the Company. To protect the interests of the
Company, you will need to sign the Company’s standard “Confidential Information and Inventions Assignment Agreement”
(the “Confidential Information Agreement”) as a condition of your employment. We wish to impress upon you that
we do not want you to, and we hereby direct you not to, bring with you any confidential or proprietary material of any former employer
or to violate any other obligations you may have to any former employer. During the period that you render services to the Company, you
agree to not engage in any employment, business or activity that is in any way competitive with the business or proposed business of the
Company. You will disclose to the Company in writing any other gainful employment, business or activity that you are currently associated
with or participate in that competes with the Company. You will not assist any other person or organization in competing with the Company
or in preparing to engage in competition with the business or proposed business of the Company.


 






     


     


    

 


5.       Equity
Incentives. On the next regularly scheduled date on which the Board of Directors of the Company makes equity grants to employees,
the Company will grant you 95,000 Common Units of the Company as equity incentives (the “Incentive Units”).
The Incentive Units will constitute “profits interests” under applicable IRS regulations and will be subject to the terms
and conditions of the Company’s 2015 Equity Incentive Plan and the Company’s Operating Agreement. The Incentive Units will
have a threshold value based on the value of the Company at the time of issuance as determined by the Board, so that the Incentive Units
will qualify as profits interests under applicable IRS regulations. The Incentive Units, to the extent vested, will entitle you to share
in distributions of the Company in excess of this base threshold value. The Incentive Units will vest as follows, so long as you remain
a full-time employee of the Company: 25% upon the first anniversary of your start date and in 36 equal monthly increments thereafter,
and will automatically vest in full upon a sale or change of control of the Company. Further details on the Plan and any specific grant
of Incentive Units to you will be provided upon approval of such grant by the Company’s Board of Directors.


 


6.       At
Will Employment. While we look forward to a long and profitable relationship, should you decide to accept our offer, you will
be an at-will employee of the Company, which means the employment relationship can be terminated by either of us for any reason, at any
time, with or without prior notice and with or without cause. Any statements or representations to the contrary (and, indeed, any statements
contradicting any provision in this letter) should be regarded by you as ineffective. Further, your participation in any stock option
or benefit program is not to be regarded as assuring you of continuing employment for any particular period of time. Any modification
or change in your at will employment status may only occur by way of a written employment agreement signed by you and the Chief Executive
Officer of the Company.


 


7.       Authorization
to Work. On your first day of employment, as required by the Immigration Reform and Control Act of 1986, you will be required
to show us identity and eligibility documents that comply with the law and verify your right to work in the United States. Please have
your Social Security Card or Passport available on your first day. If you are unable to produce the required documents within three
business days of your start date, your employment will be suspended. Please note, although not required for I-9 purposes, the Company
also requires a copy of your Social Security Card or Passport so that we may verify your legal name and Social Security number. You will
also be asked to acknowledge and indicate your acceptance of certain Company policies and matters relating to your employment, including,
but not limited to: confidentiality, conflicts of interest, and inventions.


 


If you have questions about this requirement, which applies to U.S.
citizens and non-U.S. citizens alike, you may contact our personnel office.


 


8.       Arbitration.
You and the Company shall submit to mandatory and exclusive binding arbitration of any controversy or claim arising out of, or relating
to, this Agreement or any breach hereof, provided, however, that the parties retain their right to, and shall not be prohibited,
limited or in any other way restricted from, seeking or obtaining equitable relief from a court having jurisdiction over the parties.
Such arbitration shall be governed by the Federal Arbitration Act and conducted through the American Arbitration Association in San Francisco,
California, before a single neutral arbitrator, in accordance with the National Rules for the Resolution of Employment Disputes of the
American Arbitration Association in effect at that time. The parties may conduct only essential discovery prior to the hearing, as defined
by the AAA arbitrator. The arbitrator shall issue a written decision that contains the essential findings and conclusions on which the
decision is based. You shall bear only those costs of arbitration you would otherwise bear had you brought a claim covered by this Agreement
in court. Judgment upon the determination or award rendered by the arbitrator may be entered in any court having jurisdiction thereof.


 






     


     


    

 


9.      Background
Check. This offer is contingent upon a successful employment verification of criminal, education, and employment background.
The results are confidential and shall be used solely for the purpose of determining your eligibility for employment. This offer can
be rescinded based upon data received in the verification.


 


10.    Acceptance.
This offer will remain open until October 12, 2018. If you decide to accept our offer, and I hope you will, please sign the enclosed
copy of this letter in the space indicated and return it to me. Your signature will acknowledge that you have read, understood and agreed
to the terms and conditions of this offer letter and the attached documents, if any. Should you have anything else that you wish to discuss,
please do not hesitate to call me.We look forward to the opportunity to welcome you to the Company.


 


	Very truly yours,	 
	  	 
	/s/ Lauren Burns	 
	Lauren Burns	 
	Manager of People Operations	 




 


I have read and understood this offer letter and hereby acknowledge,
accept and agree to the terms as set forth above and further acknowledge that no other commitments were made to me as part of my employment
offer except as specifically set forth herein.


 


ACCEPTED AND AGREED:


 


	By:   
	/s/ Kristin Wynholds
	

                                                                                
	Date:	October 11, 2018
	 Kristin Wynholds