EX-10.6





 Exhibit 10.6 

AMENDMENT to: 
 Executive
Employment Agreement 
 This Amendment Agreement is made this 8th day of
June, 2021 
 B E T W E E N: 

David Klein 

(“Employee”) 
 -
and - 
 Canopy Growth Corporation 

(“Company”) 

WHEREAS the Parties are parties to an Executive Employment Agreement made December 8, 2019, and as previously amended (the
“Employment Agreement”); 
 AND WHEREAS the Company wishes to amend its long-term incentive plan so as to streamline
its offerings and better align executive incentives with company performance; 
 AND WHEREAS the Employment Agreement
provides that the same may be amended only by a written agreement executed by each of the parties thereto; 
 NOW THEREFOR the
Parties agree as follows: 
  

	1.	 The preamble is an integral part of this amending agreement and the Parties attest and warrant that the
representations contained within such preamble are true and accurate. 


  

	2.	 The third and forth paragraphs of Article 6 of the Employment Agreement, i.e. those starting with “You
will be eligible to participate in...” and “Pursuant to the Stock Option Plan...” shall be deleted in their entirety with the following replaced in their stead: 



You will be eligible to participate in Canopy Growth’s Amended and Restated Omnibus Incentive Plan,
as approved by the Board and as amended from time to time (the “Incentive Plan”). 
 Not less than once every fiscal year, you will be eligible to receive a long-term incentive (“LTI”) award of 350% your Base Salary, which utilizes the Fair Market Value share price (as defined in the Incentive Plan)
(“FMV price”) on the grant date. The award may be composed of one or more of the following: stock options (“Options”), restricted stock units (“RSUs”), performance share units
(“PSUs”), and/or other form of equity authorized by the Incentive Plan to be awarded. The ratio of the various forms of equity (meaning the percentage of the award provided as, for example, Options versus RSUs) shall be in the
complete discretion of the Board and may vary from award to award. 












 All such awards shall vest in accordance with the
terms of the Incentive Plan unless modified by either (x) the terms of this Agreement; or (y) the terms of the individual award. 
  

	3.	 The provision appearing in Article 6, under the heading “Inducement Grant” shall be corrected,
such that it shall now read: 


 A grant of Options of CAD$20,000,000 using the FMV
price on the Date of Grant (which shall be set based on the closing price of the Company stock on December 6, 2019), which shall, subject to meeting the conditions set out in i, ii and iii, vest in three equal portions on the 1st, 2nd and 3rd anniversaries of the Date of Grant... 

 

	4.	 The provisions of Article 6, under the heading “Stock Ownership Guidelines” shall be deleted in
their entirety with the following replaced in their stead: 


 You agree to adhere to
and abide by the Company’s Share Ownership Policy, as the same may be approved and amended on one or more occasions by the Board of Directors or any committee to which the Board may delegate authority for such policy. 

 

	5.	 The whole of the termination provisions contained at Article 7 of the Employment Agreement are deleted, with
the following replaced in their stead: 


 Your employment may cease under any of the
following five (5) circumstances. 
 These termination provisions will apply throughout
your employment with Company regardless of any changes to your salary, benefits, position title, or job responsibilities. 

Notwithstanding anything in this Agreement, Company guarantees that you will at all times receive your
minimum entitlements under the governing employment standards legislation in force at the time of your termination from employment. 
  

	 	a.	 Your Resignation 



You may resign from your employment by giving us not less than six (6) weeks’ written notice.

 At Company’s sole option, Company may waive the obligation for you to work in active
employment during the period following the tendering of such notice of resignation. If Company elects to exercise its option to waive the obligation to work during the notice of resignation period, then you agree to be placed on garden leave without
advancing the argument of constructive dismissal. Alternatively, the Company may elect to immediately terminate your employment and provide you with only the minimum statutory requirements required in consideration of the termination of one’s
employment. 













	 	b.	 Termination by the Company Without Cause 



Company shall be permitted to terminate your employment for reasons other than Cause or wilful
misconduct, and for any reason not prohibited by statute, by providing you with all of, but no more than, the following: 
  

	 	(a)	 A lump sum payment equal to two years Base Salary as in effect at the time of
termination; 


  

	 	(b)	 Two times the average actual amounts paid as STI during the prior two years (or two
times the Target Award if you have worked for less than two years); 


  

	 	(c)	 Any statutory severance pay that may be required to be provided to you pursuant to the
provisions of the Employment Standards Act, 2000; 


  

	 	(d)	 The continuation of any group insured benefits for a period of two years from the date
of termination, subject to the provisions of applicable plans and policies (it being understood that any benefits that cannot be continued for the two-year period will be continued for the statutory notice
period required under the ESA and you will receive a payment equal to the premium cost for any such benefits that cannot be continued beyond the statutory notice period); 



 

	 	(e)	 The vesting of any outstanding PSUs, at actual performance levels, for all years
already certified by the Board of Directors or any responsible committee thereof; and 


  

	 	(f)	 Any other statutorily prescribed benefit not aforementioned.



 You agree that as a condition of receiving any payments pursuant to the
above paragraph that exceed the statutory entitlements provided by the ESA, you will be required to execute a release in favor of the Company, as well as immediately comply with section 7 of the Intellectual Property and Confidential
Information Agreement. 
 You specifically acknowledge that by entering into this agreement you
are hereby forfeiting your right to claim common law notice of termination, which may be greater than the amount of notice required to be provided to you pursuant to the provisions of this Agreement. 

 

	 	c.	 Termination by the Company For Cause 



Company may terminate your employment for Cause, as hereinafter defined, and provide you with no more
than the minimum statutory requirements required in consideration of the termination of one’s employment. For the purposes of this Agreement, Cause for termination of employment means any of the following not constituting wilful misconduct:

  

	 	•	 	 a material breach of this agreement or Company policies; 















	 	•	 	 intentional destruction, improper use or abuse of company property;



  

	 	•	 	 violence in the workplace; 



 

	 	•	 	 obscene conduct at our premises property or during Company-related functions at other
locations; 


  

	 	•	 	 harassment of your co-workers, supervisors,
managers, customers, suppliers or other individuals associated with the Company; 


  

	 	•	 	 insubordination or willful refusal to take directions; 



 

	 	•	 	 repeated, unwarranted lateness, absenteeism or failure to report for work; or



  

	 	•	 	 personal conduct that prejudices the Company’s reputation, services or morale.



  

	 	d.	 Termination by the Company for Wilful Misconduct 



If you are found to be guilty of wilful misconduct, disobedience or wilful neglect of duty that is not
trivial and has not been condoned by the employer, then Company may terminate your employment without notice, pay in lieu of notice, severance pay, or other liability. 
  


	 	e.	 Termination of Employment by Operation of Law 



This Agreement and your employment hereunder may also be terminated by operation of law, in which case
you shall be entitled to the receipt of any statutorily prescribed termination entitlements. 
  

	6.	 The following text shall be inserted into Article 2 of the Intellectual Property and Confidential
Information Agreement, being Schedule “A” to the Employment Agreement: 



Nothing contained in this Agreement limits Employee’s ability to provide information to the Ontario
Securities Commission, a recognized self-regulatory organization or a law enforcement agency about an act of the Company, or person acting on behalf of the person or company, that has occurred, is ongoing or is about to occur, and that Employee
reasonably believes is contrary to securities law or a by-law or other regulatory instrument of a recognized self-regulatory organization. 

Nothing contained in this Agreement limits Employee’s ability to cooperate with, testify at or
otherwise assist or expressing an intention to cooperate, testify or otherwise assist in, (i) an investigation by the Ontario Securities Commission, a recognized self-regulatory organization or a law enforcement agency, or (ii) a
proceeding of the Ontario Securities Commission or a recognized self-regulatory organization, or a judicial proceeding. 
  

	7.	 Unless amended by the terms of this Amendment, the terms and conditions of the Employment Agreement shall
continue to apply with full force and effect. 


  

	8.	 The terms of this Amendment Agreement shall come into force as of the date of the making of this agreement.















 SO AGREED: 

This 8th day of June, 2021: 

 

	
	 /s/ Phil Shaer

	Canopy Growth Corporation
	Per: Phil Shaer


 This      day of             , 2021 

 

	
	  

	David Klein