MIND MEDICINE (MINDMED) INC.
Inducement AWARD
NONQUALIFIED STOCK OPTION AGREEMENT
COVER SHEET
Mind Medicine (MindMed) Inc., a company incorporated under the laws of the Province of British Columbia (the “Company”), hereby grants an option (the “Option”) to purchase the Company’s common shares, without par value (the “Common Shares”), to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the Option are set forth in this cover sheet and in the attached Nonqualified Stock Option Agreement (together, the “Agreement”). The Option is granted to the Grantee in connection with the Grantee’s entering into employment with the Company and is regarded by the parties as an inducement material to the Grantee’s entering into employment. The Option has been granted as an “inducement” award pursuant to the inducement grant exception under Nasdaq Stock Market Rule 5635(c)(4) as a stand-alone award, separate from, and not pursuant to the Mind Medicine (MindMed) Inc. 2025 Equity Incentive Plan (as it has been or may be amended and/or restated from time to time, the “Plan”). However, the Option will be governed in all respects as if issued under the Plan.
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Name of Grantee: |
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Grant Date: |
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Number of Common Shares Covered by the Option: |
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Option Price per Common Share: |
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Vesting Commencement Date: |
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Vesting Schedule: |
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By your electronic acknowledgement of this Agreement, you agree to all of the terms and conditions described in the Agreement and in the Plan (a copy of which has been made available to you and will be provided on request). You acknowledge that you have carefully reviewed the Plan and agree that the Plan shall control in the event any provision of this Agreement should appear to be inconsistent with the Plan.
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Grantee: |
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Date: |
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(Signature) |
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Company: |
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Date: |
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(Signature) |
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Name: |
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Attachment
This is not a share certificate or a negotiable instrument.
MIND MEDICINE (MINDMED) INC.
INDUCEMENT AWARD
NONQUALIFIED STOCK OPTION AGREEMENT
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Nonqualified Stock Option |
This Agreement evidences an award of an Option exercisable for the number of Common Shares set forth on the cover sheet and subject to the terms and conditions set forth in this Agreement and the Plan. This Option is not intended to be an “incentive stock option” under Section 422 of the Code and will be interpreted accordingly. |
Vesting |
Your Option is exercisable only before it expires and then only with respect to the vested portion of the Option. Your Option shall vest in accordance with the vesting schedule set forth on the cover sheet of this Agreement. To the extent that vesting could result in any fractional shares, resulting fractional shares will be rounded to the nearest whole Common Share and shall be rounded down as necessary as of the last applicable vesting date; provided, in all cases, you cannot vest in more than the number of Common Shares covered by your Option, as set forth on the cover sheet of this Agreement. |
Leaves of Absence |
For purposes of this Agreement, your Service does not terminate when you go on a bona fide leave of absence that was approved by the Company in writing if the terms of the leave provide for continued Service crediting, or when continued Service crediting is required by Applicable Laws. Your Service terminates in any event when the approved leave ends unless you immediately return to active employee work. The Company may determine, in its discretion, which leaves count for this purpose and when your Service terminates for all purposes under the Plan in accordance with the provisions of the Plan. |
Expiration/Term |
Notwithstanding anything in this Agreement to the contrary, your Option will expire in any event at the close of business at Company headquarters on the day before the tenth (10th) anniversary of the Grant Date, as shown on the cover sheet. Your Option will expire earlier if your Service terminates, as described below, or may terminate earlier if a Change in Control occurs. |
Forfeiture of Unvested Options |
Unless the termination of your Service triggers accelerated vesting or other treatment of your Option pursuant to the terms of this Agreement, the Plan, a written employment or other written compensatory agreement between you and the Company or an Affiliate, or a written compensatory program or policy of the Company or an Affiliate otherwise applicable to you, you will immediately and automatically forfeit to the Company the unvested portion of the Option in the event your Service terminates for any reason. |
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acquired under the Plan. You understand that you may, at any time, view such Data or require any necessary amendments to the Data. |
Consent to Electronic Delivery |
You agree, by accepting the Option, to receive documents related to the Option by electronic delivery (including e-mail or reference to a website or other URL) and, if requested, agree to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, and your consent shall remain in effect throughout your term of Service and thereafter until you withdraw such consent in writing to the Company. |
Code Section 409A |
The grant of the Option under this Agreement is intended to be exempt from Code Section 409A (“Section 409A”), and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted and administered to be in compliance with Section 409A. Notwithstanding anything to the contrary in the Plan or this Agreement, none of the Company, its Affiliates, the Board, or the Committee will have any obligation to take any action to prevent the assessment of any excise tax or penalty on you under Section 409A, and none of the Company, its Affiliates, the Board, or the Committee will have any liability to you for such tax or penalty. |
By accepting this Agreement, you agree to all of
the terms and conditions described above and in the Plan.