Exhibit 10.19


 


BETTER THERAPEUTICS LLC

Employment Offer Letter


 


December 23, 2019


 


Justin Zamirowski

[***]


 


Re:               Offer
of Employment by Better Therapeutics LLC


 


Dear Justin Zamirowski:


 


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 Chief Commercial Officer commencing on April 1, 2020 (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.                 
Compensation. Your starting salary will be $300,000.00 per Year 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). You will also be eligible to participate in the Company’s annual bonus plan. Your target
bonus will be equal to 30% of your annual salary.


 


3.                 
Benefits. You will be eligible to participate in regular health insurance, 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, following the pending conversion of the Company from a Delaware limited liability company to a Delaware corporation,
the Company will grant you an option to purchase 85,000 shares of common stock of the corporation at an exercise price equal to
the fair market value of such shares at the time of the grant (the “Stock Option”). The Stock Option will be
subject to the terms and conditions of the Company’s then- effective Stock Option and Grant Plan (the “Stock Plan”)
and an applicable stock option agreement thereunder. The Stock Option 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 Stock Plan and the Stock Option 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
equity incentive, bonus 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 these documents 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 so that we may verify your legal name and Social Security number. Please have your Social Security
Card available on your first day. 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 Operations Lead, Lauren Burns.


 


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 December 27, 2019. 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	 
	Operations Lead	 




 


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/ Justin Zamirowski
	                                                                                
	Date:	December 23, 2019
	 Justin Zamirowski	 


 






     


     


    

 


Better Therapeutics LLC


 


ADDENDUM TO EMPLOYMENT OFFER LETTER


 


This Addendum to Employment Offer Letter (this “Addendum”)
is entered into as of July 15, 2020 by and between Better Therapeutics LLC, a Delaware limited liability company (the “Company”)
and Justin Zamirowski (“Zamirowski”) and is an addendum to that certain Employment Offer Letter dated December
23, 2019 between the Company and Zamirowski (the “Offer Letter”).


 


The Company and Zamirowski agree as follows:


 


11.              
Zamirowski’s Start Date will be July 27, 2020, or such other date as is agreed upon by the parties.


 


12.              
The parties agree that except as modified by this Addendum, the Offer Letter is unamended and in full force and effect.


 


IN WITNESS WHEREOF, the parties have executed
this Addendum to Employment Offer Letter as of the date first written above.


 


	COMPANY:	JUSTIN ZAMIROWSKI
	 	 
	BETTER THERAPEUTICS LLC	 
	 	 
	By:	/s/ Lauren Burns	By:	/s/
                                            Justin Zamirowski
	 	Lauren Burns	 	Justin Zamirowski
	 	Operations Lead