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Exhibit 10.6
EXECUTIVE EMPLOYMENT AGREEMENT
BETWEEN:
MINDMED DISCOVER LLC
(the “Company”)
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Dr. Miri Halperin Wernli
(the “Executive”)
WHEREAS Mind Medicine (MindMed) Inc. (“MMED”), the parent company of the Company, has appointed the Executive to the position of President of the MMED effective as of August 15, 2020;
AND WHEREAS the Company and the Executive (the “Parties”) now wish to enter into this Executive Employment Agreement (the “Agreement”) to formalize the terms and conditions of the Executive’s employment, where the Executive’s employer of record shall be the Company, and the Executive shall be appointed as an officer of MMED;
AND WHEREAS the Executive recognizes and acknowledges that MMED and the Company operates within the biopharmaceutical next-generation psychedelic inspired medicines field, and may require exceptional covenants respecting confidentiality and competition;
NOW, THEREFORE, in consideration of the mutual promises and covenants set out in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to formalize the employment relationship between the Executive and the Company as set out below:
SECTION 1 - DEFINITIONS
In this Agreement, the following words, when capitalized have the following meanings respectively:
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SECTION 2 - EFFECTIVE DATE AND TERM OF AGREEMENT
SECTION 3 - DUTIES AND RESPONSIBILITIES
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This Section 3.08 shall survive any termination of this Agreement or the Executive’s employment hereunder.
The Executive acknowledges that the Company has relied upon the representations outlined in this Section 3.09 and agrees that any misrepresentation in respect of these matters shall be considered Cause for termination.
SECTION 4 - COMPENSATION AND BENEFITS
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SECTION 5 - TERMINATION, DEATH, AND DISABILITY
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In addition to the payment of the Accrued Amounts, the Company shall be entitled, in its sole discretion, to accept such resignation effective immediately and pay to the Executive the applicable Base Salary payable during the three (3) month resignation notice period. The Company shall have no other obligations to the Executive and, except to the limited extent provided above, the Executive shall not be entitled to any LTI not already paid or awarded on or before the Termination Date. Entitlements under the Deferred Incentive Plans will be determined in accordance with the terms of those plans.
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If the Executive fails to make an election within the two (2) month period following the Disability commencing, the Executive shall be deemed to have elected to have resigned from the position of President but remain employed by the Company as per Section 5.08(b).
If the Executive becomes Disabled and does not qualify to receive long-term disability benefits under the Company’s long-term disability program, the Executive shall resign from employment as per Section 5.08(a).
SECTION 6 - CONFIDENTIALITY, COOPERATION, AND CONFLICTS OF INTEREST
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The Executive agrees that the Executive will not in any way use, divulge, furnish or make accessible to any person, other than in the fulfilment of the Executive’s duties as President, or as required by law, either during the Executive’s employment with the Company or any time thereafter, any Confidential Information acquired by the Executive in the course of the Executive’s employment with the Company, except to the extent this information is in the public domain at the time of its disclosure or is required by law. The Executive agrees and understands that any disclosure or use by the Executive of Confidential Information, other than within the terms contemplated herein, may cause irreparable harm and damage to the Company and its Affiliates.
The Executive further agrees that the Executive shall take all reasonable measures to protect Confidential Information, including appropriate physical and operational safeguards. In the event that Confidential Information is lost, stolen, or otherwise compromised, the Executive must immediately report such loss or theft or compromise to the Board. The Executive hereby has notice that MMED and the Company may, at its option, pursue any and all remedies at law or in equity to which it may be entitled in the event that Confidential Information is compromised.
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SECTION 7 - OWNERSHIP / PROPRIETARY INFORMATION
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The Executive acknowledges and agrees that all information saved by the Employee anywhere on the Company’s computer system or on any electronic devices owned by the Company shall be and remain the property of the Company, and that the Executive has no expectation of privacy over such information. All such information is subject to review by the Company, in accordance with applicable privacy laws.
SECTION 8 - NON-COMPETITION, NON-SOLICITATION, AND REMEDIES
The Executive acknowledges and agrees that during the course of the Executive’s employment with the Company and for a twelve (12) month period immediately following the Last Day Worked, the Executive shall not, without the prior written consent of the Company, directly or indirectly, including, without limitation, either individually or in partnership or jointly, or in conjunction with any other person or persons, firm, association, syndicate or corporation:
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a Competitive Business.
Sections 8.02(a), (b), (c), and (d) are each separate and distinct covenants, severable one from the other and, if any such covenant or covenants are determined to be invalid or unenforceable, such invalidity or unenforceability shall attach only to the covenant or covenants to the extent of such invalidity as determined and all other covenants shall continue in full force and effect.
The Board may, in its sole discretion, waive any of the requirements of this Section
8.02.
The provisions of this Section 8.02 shall not prohibit or restrict the Executive from directly or indirectly owning or controlling securities of a publicly traded company or unincorporated entity provided that the Executive does not directly or indirectly own or control more than five percent (5%) of the voting securities of such company or entity, or such higher percentage of the voting securities of such company, as the Company may determine.
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SECTION 9 - CHANGE OF CONTROL
SECTION 10 - GENERAL
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SECTION 11 - ACCEPTANCE
This Agreement is delivered to the Executive on the understanding that it will be treated by the Executive as confidential and that neither this Agreement nor any terms hereof will be disclosed to third parties (other than the Executive’s legal counsel or as required by applicable law).
If the described employment terms and conditions are acceptable to the Executive, after discussions with the Executive’s legal advisor, the Executive shall sign, date, and return the enclosed duplicate copy of this Agreement.
The Executive acknowledges that the Executive has obtained independent legal advice prior to signing this Agreement.
IN WITNESS WHEREOF this Agreement has been signed by the Parties hereto on the dates set out below.
MINDMED DISCLOVER LLC |
| EXECUTIVE |
/s/ Jamon Alexander Rahn |
| /s/ Miri Halperin Wernli |
Jamon Alexander Rahn |
| Miri Halperin Wernli |
7/31/2020 |
| 7/31/2020 |
Date |
| Date |
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ATTACHMENT 1
MINDMED DISCOVER LLC
EMPLOYEE PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
In consideration of my employment or continued employment by MindMed Discover LLC (the "Company"), and the compensation now and hereafter paid to me, I hereby agree as follows:
2.1 Proprietary Rights. The term "Proprietary Rights" shall mean all trade secret, patent, copyright, mask work and other intellectual property rights throughout the world.
2.2 Inventions. The term "Inventions" shall mean all trade secrets, inventions, mask works, ideas, processes, formulas, source and object codes, data, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques.
2.3 Prior Inventions. I have set forth on Exhibit A (Previous Inventions) attached hereto a complete list of all Inventions that I have, alone or jointly with others, made prior to the commencement of my employment with the Company that I consider to be my property or the property of third parties and that I wish to have excluded from the scope of this Agreement (collectively referred to as "Prior Inventions"). If no such disclosure is attached, I represent that there are no Prior Inventions. If, in the course of my employment with the Company, I incorporate a Prior Invention into a Company product, process or machine or that of an affiliated entity, the Company and its affiliated entities are hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with rights to sublicense through multiple tiers of sublicensees) to make, have made, modify, use and sell such Prior Invention. Notwithstanding the foregoing, I agree that I will not incorporate, or permit to be incorporated, Prior Inventions in any Company Inventions without the Company's prior written consent.
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ATTACHMENT 1
2.4 Assignment of Inventions. Subject to Section 2.6, I hereby assign and agree to assign in the future (when any such Inventions or Proprietary Rights are first reduced to practice or first fixed in a tangible medium, as applicable) to the Company or any affiliated entity thereof all my right, title and interest in and to any and all Inventions (and all Proprietary Rights with respect thereto). I will, at the Company's request, promptly execute a written assignment to the Company of any such Company Invention, and I will preserve any such Invention as part of the Proprietary Information of the Company (the "Company Inventions").
2.5 Obligation to Keep Company Informed. I will promptly and fully disclose in writing to the Company all Inventions during my employment and for one (1) year after my employment, including any that may be covered by Section 2870. I agree to assist in every proper way and to execute those documents and take such acts as are reasonably requested by the Company to obtain, sustain and from time to time enforce patents, copyrights and other rights and protections relating to Inventions in the United States or any other country.
2.6 Government or Third Party. I also agree to assign all my right, title and interest in and to any particular Invention to a third party, including without limitation the United States, as directed by the Company.
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ATTACHMENT 1
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ATTACHMENT 1
This Agreement shall be effective as of the first day of my employment with the Company.
Accepted and Agreed to: | ||
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(Signature) | ||
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Dr.Miri Halperin Wernli | ||
(Printed Name) Miri Halperin wernli | ||
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(Address) | ||
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Dated: | 7/31/2020 | |
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MindMed Discover LLC | ||
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By: |
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Title: | Co-CEO | |
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Dated: | 7/31/2020 |
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ATTACHMENT 1
EXHIBIT A
TO: |
| MedMed Discover LLC |
FROM: |
| Miri Halperin wernli |
DATE: |
| 29 July 2020 |
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SUBJECT: |
| Previous Inventions |
| No inventions or improvements. |
| See below: |
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| Additional sheets attached. |
under Section 1 above with respect to inventions or improvements generally listed below, the proprietary rights and duty of confidentiality with respect to which I owe to the following
party(ies):
| Invention or Improvement |
| Party(ies) |
| Relationship |
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| Additional sheets attached. |
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ATTACHMENT 1
EXHIBIT B
LIMITED EXCLUSION NOTIFICATION APPLICABLE TO CALIFORNIA RESIDENTS ONLY
THIS IS TO NOTIFY you in accordance with Section 2872 of the California Labor Code that the foregoing Agreement between you and the Company does not require you to assign or offer to assign to the Company any invention that you developed entirely on your own time without using the Company's equipment, supplies, facilities or trade secret information except for those inventions that either:
To the extent a provision in the foregoing Agreement purports to require you to assign an invention otherwise excluded from the preceding paragraph, the provision is against the public policy of this state and is unenforceable.
This limited exclusion does not apply to any patent or invention covered by a contract between the Company and the United States or any of its agencies requiring full title to such patent or invention to be in the United States.
I ACKNOWLEDGE RECEIPT of a copy of this notification.
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(Signature of Employee) | |||
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Employee Name: |
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Date: |
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