Common use of Separation Payment Clause in Contracts

Separation Payment. Upon termination of employment for any reason, the Executive shall be entitled to: (A) the sum of his annual Base Salary from the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Payment”), or the amount payable (including Executive’s Base Salary, Annual Bonus and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, 100% of the Separation Payment shall be paid within thirty (30) days of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a release.

Separation Payment. Upon termination of employment (a) In consideration for any reasonentering into this Agreement, the Executive Employer shall be entitled to: (A) pay to the Employee the sum of his annual Base Salary from the date of termination to be paid according to Section 4; Nine Hundred Sixty-Seven Thousand Five Hundred Dollars (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)$967,500), the Executive shall be entitled to receive a cash amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination less legally required payroll deductions (herein the “Separation Payment”). Of that amount, or $322,500 (“Initial Separation Payment”) will be severance pay payable on involuntary termination of employment for good reason under the amount Employment Agreement dated July 28, 2006, as amended (the “Employment Agreement”) and the balance of $645,000 (“Additional Separation Payment”) will be payable on involuntary termination of employment for good reason under the Employment Agreement. The Company will pay the Initial Separation Payment in thirteen (including Executive’s Base Salary, Annual Bonus 13) equal bi-weekly installments with the first such installment paid on the first pay period following the Separation Date. The Company will pay the Additional Separation Payment to Employee in twenty-six (26) equal bi-weekly installments with the first such installment paid on the fourteenth (14th) pay period following the Separation Date. The parties acknowledge that they have reviewed the matter and Share Awardshave determined that the restrictions of Section 409A(a)(2)(B)(i) for the remainder of the Employment Period then in effectInternal Revenue Code of 1986, if greater; providedas amended, concerning payments to “specified employees” are not applicable to the Initial Separation Payment and that the Executive executes an agreement releasing Parent and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Initial Separation Payment is first payable not subject to any delay of payment because the Initial Separation Payment qualifies as separation pay under Treasury Regulation 1.409A-1(b)(9) which is exempt from the restrictions of Section 409A. The parties intend that the Initial Severance Payment under this Section 6 and the Executive complies with his other obligations continuation of health benefits under Section 13 3(a) will qualify as exempt from the restrictions of Section 409A of the Code, as amended, and final regulations under Section 409A. Notwithstanding any other provision of this Agreement. Subject , to the terms hereofextent any payments under Section 2(a), 100% 3(a) or both could become subject to penalties, interest and additional income tax under Section 409A of the Separation Payment shall be paid within thirty (30) days Code, the parties will cooperate to amend this Agreement to comply with Section 409A and to provide Employee with the same or equivalent value of benefits described under the applicable Section in a manner that does not result in penalties, interest or additional income tax. The Employee will cooperate with the Company to make any amendment, retroactively if necessary, which Employee and the Company reasonably determine necessary or advisable to conform this Agreement to, and to satisfy the conditions of, Section 409A of the Executive’s termination of employment (“Initial Payment”), provided Code and related regulations and rulings in a manner that the Executive has executed a releasedoes not result in adverse income tax consequences to Employee.

Separation Payment. Upon termination of employment for any reason, the Executive shall be entitled to: (A) the sum of his annual Base Salary from the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities As consideration for the Parent during release of claims provided by Section 9 hereof and the period ending on release of claims set forth in Exhibit A hereto (the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a“Release”); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined covenants set forth in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f))6 hereof, the Executive Bank shall be entitled to receive a cash pay Xx. Xxxxxxx an amount equal to $6,083 per month for the sum first three months of 2020 and $9,083 per month for the Executive’s Base Salarylast nine months of 2020 (collectively, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination (herein the “Separation Payment”), or with such amount to be (i) paid in accordance with the amount payable Bank’s normal payroll practices, (including Executive’s Base Salary, Annual Bonus ii) subject to such deductions and Share Awards) for the remainder of the Employment Period then in effect, if greater; provided, withholding that the Executive executes an agreement releasing Parent Bank determines are required by law, (iii) subject to the Release set forth in Section 9 hereof not being revoked by Xx. Xxxxxxx during the Revocation Period as defined in Section 9(f) hereof, (iv) further subject to the Release set forth in Exhibit A hereto being executed on or within 10 business days following the Separation Date and its affiliates from not being revoked by Xx. Xxxxxxx during the Revocation Period as defined in Section 2(f) of Exhibit A, and (v) further subject to Xx. Xxxxxxx’x employment as Special Projects Manager or service as Chairman Emeritus not being terminated for Cause as defined in Section 5(a) hereof. In the event either (i) Xx. Xxxxxxx does not timely execute the Release set forth in Exhibit A hereto or revokes the release of claims set forth in either Section 9 hereof or Exhibit A hereto, or (ii) Xx. Xxxxxxx’x employment as Special Projects Manager or service as Chairman Emeritus is terminated for Cause as defined in Section 5(a) hereof, then Xx. Xxxxxxx shall not be entitled to receive any liability associated with this Agreement Separation Payments not yet paid and such release shall be required to return any Separation Payments previously paid. In the event (x) the Release is irrevocable at timely executed and is not revoked during the time Revocation Period, (y) Xx. Xxxxxxx’x employment as Special Projects Manager or service as Chairman Emeritus is not terminated for Cause, and (z) Xx. Xxxxxxx dies before the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereofhas been fully paid, 100% then all remaining installments of the Separation Payment which remain unpaid as of the date of Xx. Xxxxxxx’x death shall be paid within thirty (30) days of to Xx. Xxxxxxx’x beneficiaries or estate at the Executive’s termination of employment (“Initial Payment”), provided that same time and in the Executive has executed a releasesame amount as they would have been paid to Xx. Xxxxxxx.

Separation Payment. Upon termination of employment In consideration for any reasonyour signing and not revoking this Agreement, the Executive shall be entitled to: Company agrees that (Ax) the sum of his annual Base Salary from the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive it will pay you a separation payment in connection with and related to the performance of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as of the Executive’s death, such options (as well as any Share Awards that previously became vested and exercisable) to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash gross amount equal to the sum of the Executive’s Base Salary, Annual Bonus and Share Awards earned during the year immediately preceding the date of termination $638,000 (herein the “Separation Payment”), or the amount payable which you acknowledge and agree equals (including Executive’s Base Salary, Annual Bonus and Share Awardsi) for the remainder 12 months of your base salary as of the Last Day of Employment, plus (ii) a full bonus for 2023 (which you acknowledge and agree is greater than, and shall therefore take the place of, the Pro Rata Bonus (as that term is defined in the Employment Period then Agreement)), plus (y) (i) 37,500 of your “Option Shares” as provided in effectthat certain Non-Qualified Share Option Agreement for Company Employees Under the Compass Pathways PLC 2020 Share Option and Incentive Plan (the “Plan”) between you and Compass Pathways PLC dated December 6, if greater; provided2021 (the “Initial Option Share Agreement”) that would have been deemed to be unvested as of the Last Day of Employment will instead be treated as vested for all purposes, (ii) 11,250 of your “Option Shares” as provided in that certain Non-Qualified Share Option Agreement for Company Employees Under the Executive executes an agreement releasing Parent Plan between you and its affiliates Compass Pathways PLC dated February 2, 2023 (the “Secondary Option Share Agreement”) that would have been deemed to be unvested as of the Last Day of Employment will instead be treated as vested for all purposes, and (iii) 5,625 of your “Restricted Share Units” as provided in that certain Restricted Share Unit Agreement for Company Employees Under the Plan between you and Compass Pathways PLC dated December 6, 2021 (the “Restricted Share Unit Agreement”) that would have been deemed to be unvested as of the Last Day of Employment will instead be treated as vested for all purposes. Given the foregoing, as of your Last Day of Employment, you acknowledge and agree that, in the aggregate, a total of (i) 106,250 of your “Option Shares” under the Initial Option Share Agreement shall be vested (“Vested Initial Option Shares”), (ii) 19,687 of your “Option Shares” under the Secondary Option Share Agreement shall be vested (“Vested Secondary Option Shares”), (iii) 5,625 of your “Restricted Share Units” under the Restricted Share Unit Agreement shall be vested (“Vested Restricted Share Units”, along with the Vested Initial Option Shares, and Vested Secondary Share Options, the “Vested Equity Awards”), (iv) any other awards issued to you under the Initial Option Share Agreement, Secondary Option Share Agreement, Restricted Share Unit Agreement, and/or the Plan, in any case, are not vested and shall instead be automatically forfeited, and (v) all Vested Equity Awards shall continue to remain subject to the terms and conditions set forth in the Initial Option Share Agreement, Secondary Option Share Agreement, Restricted Share Unit Agreement, and Plan (as applicable). All applicable tax withholding and other lawful deductions will be taken from any liability associated with this Agreement and such release is irrevocable at the time gross amount of the Separation Payment. The Separation Payment is first payable under this Section 6 will be reported to taxing authorities as wage income on an IRS Form W-2 and the Executive complies with his other obligations under Section 13 of this Agreementany applicable state or local equivalent form(s). Subject to the terms hereofand conditions of the Consideration and Revocation Periods set forth below, 100% the Separation Payment will be paid in substantially equal monthly installments, with the first installment to be paid on or during the first scheduled Company pay cycle following the expiration of the Revocation Period. In addition, the Company’s external accounting provider is currently determining whether a tax return needs to be filed or any taxes are owed outside the United States with respect to your services on behalf of the Company. To the extent that it is later determined by any foreign tax agency that you need to file a return or you owe taxes to any country other than the United States, the Company will pay for your tax filing assistance and indemnify you for any penalties, levies or interest for any purported failure to pay such taxes on a timely basis. In further consideration for your signing and not revoking this Agreement, the Company agrees to reimburse your reasonable legal fees in connection with the negotiation of this Agreement, not to exceed $3,000.00, contingent upon you and/or your counsel providing any related documentation as may be reasonably requested by the Company (e.g., a tax form completed by you and/or your counsel). The parties acknowledge and agree that, except as expressly set forth herein, nothing contained in this Agreement shall be construed as a representation, warranty, or statement, whether direct or implied, by COMPASS regarding your entitlement, if any, to post-employment benefits, including but not necessarily limited to pension, disability, or unemployment insurance benefits, from any entity, organization, or provider, or from any federal, state, or local agency. You acknowledge and agree that, except as expressly set forth herein, neither the Company, nor any employee or agent thereof, has proffered to you, whether in writing or otherwise, any such representations, warranties, or statements, and that you have not relied upon any such representations, warranties, or statements in entering into and performing under this Agreement. You acknowledge and agree that the COMPASS Releasees (as that term is defined below) have no obligation, except as expressly provided above, with respect to the payment of any of your attorneys’ fees or legal costs, if any, whether in connection with this matter or otherwise. You further acknowledge and agree that you shall protect, indemnify, defend, and hold harmless the COMPASS Releasees from and against any and all liability or claims (including attorneys’ fees and costs to defend against any claim) imposed or asserted, as applicable, against any of the COMPASS Releasees for their failure to pay any portion of the Separation Payment shall be paid within thirty (30) days or any other monies to any attorney who has represented you in connection with your actual, threatened, or potential claims against any of the Executive’s termination of employment (“Initial Payment”), provided that the Executive has executed a releaseCOMPASS Releasees.

Separation Payment. Upon termination of employment for any reason, If the Executive shall be entitled to: (A) the sum of his annual Base Salary incurs a “separation from service” from the date Company (within the meaning of termination to be paid according to Section 4; 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended and Treasury Regulation Section 1.409A-1(h)) (Ba “Separation from Service”) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance reason of his duties and responsibilities for the Parent during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination date in accordance with Parent policy; and (D) the sum of his annual Bonus from the date of termination to be paid according to Section 5(a); and (E) all Share Awards earned and vested prior to termination. With respect to any Share Awards held by the Executive as of his death that are not vested and exercisable as of such date, the Parent shall fully accelerate the vesting and exercisability of such Share Awards, so that all such Share Awards shall be fully vested and exercisable as a separation of the Executive’s deathemployment by the Company without Cause, such options by the Executive for Good Reason, or upon the Death or Disability of the Executive, in addition to the Accrued Obligations, and subject to the conditions set forth in this Section 7(A)(i), the Company shall pay the Executive (as well as any Share Awards that previously became vested and exercisable) or to remain exercisable, notwithstanding anything in any other agreement governing such options, until the earlier of (A) a period of one (1) year after the Executive’s death heirs, beneficiaries or (B) the original term of the option, if such Share Awards is an option. Additionally, if the Executive’s employment is terminated prior to expiration of the Employment Period (including due to his death or Disabilityestate, as defined applicable) severance in Section 11(b)) unless the Executive’s employment is terminated for Cause (as defined in Section 11(c)) or the Executive terminates his employment without Good Reason (as defined in Section 11(d) and other than for a Change in Control as provided in Section 11(d) and Section 11(f)), the Executive shall be entitled to receive a cash an amount equal to the sum of one-half the Executive’s Annual Base Salary, Annual Bonus and Share Awards earned during the year Salary in effect immediately preceding prior to the date of termination the Executive separates from employment (herein the “Separation PaymentSeverance”), less taxes and other applicable withholdings, payable over a period of six (6) months, in six (6) equal installments. It shall be a condition to Executive’s right to receive the Severance that Executive (or the amount payable (including Executive’s Base Salaryheirs, Annual Bonus beneficiaries, or estate, as applicable) execute and Share Awardsdeliver to the Company an effective general release of claims in a form prescribed by the Company (the “Release”), within twenty-one (21) for days (or, to the remainder extent required by law, forty-five (45) days) following the effective date of the Employment Period then in effectseparation of employment, if greater; provided, and that the Executive executes an agreement releasing Parent not revoke such Release during any applicable revocation period. Upon timely execution and its affiliates from any liability associated with this Agreement and such release is irrevocable at delivery of the time the Separation Payment is first payable under this Section 6 and Release by the Executive complies with his other obligations under Section 13 of this Agreement. Subject to the terms hereof, 100% of the Separation Payment shall be paid within thirty (30) days of or the Executive’s termination heirs, beneficiaries or estate, as applicable) to the Company, the installment payments of employment (“Initial Payment”), provided the Severance shall begin on the Company’s first regular payroll date that is after the later of the date on which the Executive has executed delivered to the Company the Release signed by the Executive (or the Executive’s heirs, beneficiaries or estate, as applicable) or the end of any applicable revocation period (unless a releaselonger period is required by law) and shall continue monthly thereafter (on the corresponding payroll date of each subsequent month) until the Severance is paid in full. Notwithstanding the foregoing, if the earliest payment commencement date determined under the preceding sentence is in one taxable year of the Executive and the latest possible payment commencement date is in a second taxable year of Executive, the first installment payment of the Severance shall be made on the Company’s first regular payroll date that is in the second taxable year and that is after the end of the applicable revocation period.