DocuSign Envelope ID: C7648EEF-BCE5-48C4-B78C-E3D684BB9F7F
Exhibit 10.9
| Mind Medicine, Inc. One World Trade Center, Suite 8500 New York, NY 10007 |
Cynthia Hu
XXXXXXXXXX
XXXXXXXXX
VIA E-MAIL XXXXXXXXXX
November 23, 2021 (as modified November 29, 2021)
Re: Offer of Employment - Chief Legal Officer & Corporate Secretary
Dear Cynthia:
Mind Medicine, inc. (the “Company”) is please to offer you employment with the Company, on the terms described below.
You shall receive a one-time signing bonus to be paid on a date to be determined by the Company, which date shall ordinarily be no later than 21 days after you commence employment with the Company, or as soon thereafter as is practicable. The signing bonus shall be in the amount of $40,000 (less payroll deductions and all required withholdings). You will earn, and be permitted to retain, the full amount of the signing bonus if you remain employed by the Company through one (1) year anniversary of your start date. By signing below, you acknowledge and agree that, if before such one (1) year anniversary date, your employment terminates for any reason, you will be required to immediately re-pay a pro-rata portion of the
OL 2021.11.23
DocuSign Envelope ID: C7648EEF-BCE5-48C4-B78C-E3D684BB9F7F
signing bonus (with such pro-rata amount based on the number of days employed during such one year period).
Your employment is subject to the Company’s personnel policies and procedures as they may be interpreted, adopted, revised or deleted from time to time in the Company’s sole discretion. You will be eligible to participate on the same basis as similarly-situated employees in the Company’s benefit plans in effect from time to time during your employment. All matters of eligibility for coverage or benefits under any benefit plan shall be determined in accordance with the provisions of such plan. The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion.
The Option will vest as follows: 25% of the shares on the first anniversary of your employment, 1/36th of the remaining shares per month thereafter over 36 months. The RSUs will vest as follows: 25% of the units on the first anniversary of your employment, 1/36th of the remaining units per month thereafter over 36 months. The Option and the RSUs are subject to applicable Grant Agreements as well as Company’s Stock option plan and Performance and Restricted Unit Plan, respectively.
OL 2021.11.23
DocuSign Envelope ID: C7648EEF-BCE5-48C4-B78C-E3D684BB9F7F
Subject to approval of the Board, following completion of its work with the compensation consulting firm, the Board will make an equity grant to you in connection with your new Employment Agreement. The specific type of equity, terms, conditions and vesting schedule will be as set forth in the Company’s then effective equity plan and applicable grant documents.
You will have the opportunity to review any public disclosures, announcement, and/or SEC filings, if applicable, in connection with your joining the Company.
OL 2021.11.23
DocuSign Envelope ID: C7648EEF-BCE5-48C4-B78C-E3D684BB9F7F
[Signature Page Follows]
OL 2021.11.23
DocuSign Envelope ID: C7648EEF-BCE5-48C4-B78C-E3D684BB9F7F
If you wish to accept this offer, please sign and date both this letter and the enclosed Proprietary Information and Inventions Agreement and return them to me. As required, by law, your employment with the Company is also contingent upon your providing legal proof of your identity and authorization to work in the United States. This offer, if not accepted, will expire at the close of business on December 1, 2021.
We look forward to having you join us. Your employment shall be effective as of December 6, 2021.
Sincerely,
MIND MEDICINE (MINDMED), INC. | ||
By: |
| /s/ Rob Barrow |
|
| (Signature) |
|
|
|
Name: |
| Rob Barrow |
Title: |
| Chief Executive Officer |
ACCEPTED AND AGREED
Cynthia Hu
/s/ Cynthia hu |
(Signature) |
12/1/2021 |
Date
Start Date: 12/06/2021
Attachment A: Proprietary Information and Inventions Agreement
OL 2021.11.23
DocuSign Envelope ID: C7648EEF-BCE5-48C4-B78C-E3D684BB9F7F
ATTACHMENT A
PROPRIETARY INFORMATION AND
INVENTIONS AGREEMENT
(See Attached)
260322894
OL 2021.11.23