EX-10.6(A)





 Exhibit 10.6(a) 

THORNE HEALTHTECH, INC. 

Confirmatory Employment Letter 
 Paul F.
Jacobson 
 Dear Mr. Jacobson: 
 This
letter agreement (the “Agreement”) is entered into between Thorne HealthTech, Inc. (the “Company” or “we”) and you. This Agreement is effective as of the date signed below (the “Effective
Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment. 
 1. Position. Your
current title is Chief Executive Officer of the Company. This is a full-time position. While you render services to the Company, you will not engage in any other employment, consulting or other business activity (whether full-time or part-time) without the prior approval of the Company’s Board of Directors (the “Board”). By signing this Agreement, you confirm to the Company that you have no contractual
commitments or other legal obligations that would prohibit you from performing your duties for the Company. 
 2. Compensation and
Benefits. 
 (a) Base Salary. Your rate of annual base salary as of the Effective Date will be $555,000 per year, less applicable
withholding, which will be paid in accordance with the Company’s normal payroll procedures 
 (b) Annual Bonus Opportunity. Your
annual target bonus opportunity following the Effective Date will be $425,000 (the “Target Bonus”). The Target Bonus shall be subject to review and may be adjusted based upon the Company’s normal performance review practices.
Your actual bonuses shall be based upon achievement of performance objectives to be determined by the Board in its sole and absolute discretion. Bonuses will be paid as soon as practicable after the Board determines that such bonuses have been
earned, but in no event will a bonus be paid to you after the later of (i) the fifteenth (15th) day of the third (3rd) month following the close of the Company’s fiscal year in which such bonus is earned or (ii) March 15
following the calendar year in which such bonus is earned. 
 (c) Employee Benefits. As a full-time employee, you will continue to be
eligible to participate in the Company’s standard benefit plans as in effect from time to time, on the same basis as those benefit plans are generally made available to other similarly situated executives of the Company. Such benefit plans are
subject to change, and may be supplemented, altered, or eliminated, in part or entirely. Any eligibility to participate in such benefits plans, as well as the terms thereof, shall be as set forth in the governing documents for such plans, or there
are no such governing documents, in the Company’s policies. 
 (d) Equity Awards. You will be eligible to receive compensatory
equity awards such as stock options or restricted stock unit awards from the Company on the terms and conditions determined by the Board in its sole discretion. 












 (e) Expenses. You will be entitled to receive prompt reimbursement for all reasonable
expenses incurred by you in the furtherance of or in connection with the performance of your duties hereunder, in accordance with the applicable policy of the Company, as in effect from time to time. In the event that any expense reimbursements are
taxable to you, such reimbursements will be made in the time frame specified by Treasury Regulation Section 1.409A-3(i)(1)(iv) unless another time frame that complies with or is exempt from
Section 409A is specified in the Company’s expense reimbursement policy. 
 3. Severance & Change of
Control Benefits. In connection with executing this Agreement, you are also entering into the Change in Control Severance Agreement between you and the Company (the “Severance Agreement”), which is incorporated herein by
reference. 
 4. Proprietary Information and Inventions Agreement. As an employee of the Company, you will continue to 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 and in consideration for
your ongoing employment, you hereby agree to enter into the Company’s standard At-Will Employment, Confidential Information, Invention Assignment, and Arbitration Agreement (the “Confidentiality
Agreement”) within ten (10) business days following the Effective Date. 
 5.
At-Will Employment. You acknowledge and agree that your employment with the Company will be “at-will” employment and may be terminated at any time with
or without cause or notice. You understand and agree that neither your job performance nor commendations, bonuses, or the like from the Company give rise to or in any way serve as the basis for modification, amendment, or extension, by implication
or otherwise, of your employment with the Company. You further acknowledge and agree that the Company may modify job titles, salaries and benefits from time to time as it deems necessary. However, as described in this Agreement, you may be eligible
to receive severance benefits under the Severance Agreement depending on the circumstances of the termination of your employment with the Company. 

6. Tax Matters. 
 (a)
Withholding. All payments made under this Agreement shall be subject to reduction to reflect taxes or other charges required to be withheld by law, and you will be solely responsible for any and all taxes arising in connection with this
Agreement and compensation paid or payable to you, including but not limited to any taxes, penalties and interest, if any, arising under Section 409A. 

(b) Section 409A. The Company intends that all payments and benefits provided under this Agreement or otherwise are exempt from, or
comply with, the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and any final regulations and guidance thereunder and any applicable state law equivalent, as each may be amended or promulgated from time to time
(“Section 409A”) so that none of the payments or benefits will be subject to the additional tax imposed under Section 409A, and any ambiguities will be interpreted to so be exempt or comply. Each payment and
benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. 












 (c) Tax Advice. You are encouraged to obtain your own tax advice regarding your
compensation from the Company. You agree that the Company does not have a duty to design its compensation policies in a manner that minimizes your tax liabilities. 

7. Entire Agreement, Amendment and Enforcement. This Agreement, the Severance Agreement and the Confidentiality Agreement supersede and
replace any prior agreements, representations or understandings (whether written, oral, implied or otherwise) between you and the Company, and constitute the complete agreement between you and the Company regarding the subject matter set forth
herein. This Agreement may not be amended or modified, except by an express written agreement signed by both you and a duly authorized officer of the Company. The validity, interpretation, construction and performance of this Agreement shall be
governed by the laws of the State of New York without regard to the principles of conflict of laws thereof. 
 8. Miscellaneous. 

(a) Arbitration. You that any and all controversies, claims, or disputes with anyone (including the Company and any employee, officer,
director, shareholder or benefit plan of the Company in their capacity as such or otherwise) arising out of, relating to, or resulting from your service to the Company, will be subject to arbitration in accordance with the provisions of the
Confidentiality Agreement. 
 (b) Successors. In addition to any obligations imposed by law upon any successor to the Company, the
Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to expressly assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. 
 (c)
Validity. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 

(d) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of
which together will constitute one and the same instrument. 
 (e) Acknowledgment. You acknowledge that you have had the opportunity
to discuss this Agreement with and obtain advice from your private attorney, have had sufficient time to, and have carefully read and fully understand all the provisions of this Agreement, and are knowingly and voluntarily entering into this
Agreement. 
 * * * * * 
 We
are extremely excited about your continued employment with the Company! 












 Please indicate your acceptance of this Agreement, and confirmation that it contains our
complete agreement regarding the terms and conditions of your employment, by signing the bottom portion of this Agreement and returning a copy to me. 
  

			
	Very truly yours,
	
	THORNE HEALTHTECH, INC.
		
	By:	 	 /s/



  

	
	I have read and accept this Agreement:
	
	 /s/

	 Paul F. Jacobson

	
	 Dated: