EX-10.4 5 mnmd-ex10_4.htm EX-10.4

Exhibit 10.4

# MIND MEDICINE (MINDMED) INC.

# INDUCEMENT GRANT

# NONSTATUTORY STOCK OPTION AGREEMENT

#

Your Option has been granted as an “inducement” award pursuant to the inducement grant exception under Nasdaq Stock Market Rule 5635(c)(4) and not pursuant to the Mind Medicine (MindMed) Inc. Stock Option Plan (the “Plan”) or any equity incentive plan of the Corporation, as an inducement that is material to the Participant’s employment with the Corporation. However, the Option will be governed in all respects as if issued under the Plan, as well this Stock Option Agreement.

It is intended that the option evidenced by this Stock Option Agreement shall not be an incentive stock option as defined in Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”). Unless otherwise defined herein, the terms defined in the Plan will have the same defined meanings in this Stock Option Agreement, which includes this Notice of Stock Option Grant (the “Notice of Grant”).

NOTICE GRANT

Participant: [[FIRSTNAME]] [[LASTNAME]]

Address: [[RESADDR1]] [[RESADDR2]] [[RESCITY]] [[RESSTATEORPROV]] [[RESPOSTALCODE]] [[RESCOUNTRY]]

The undersigned Participant has been granted an Option to purchase Shares of the Corporation, subject to the terms and conditions of the Plan are as follows:

Grant Number: [[GRANTNUMBER]]

Date of Grant: [[GRANTDATE]]

Vesting Commencement Date: [[VESTINGSTARTDATE]]

Number of Shares Subject to the Option: [[SHARESGRANTED]]

Type of Grant: Option

Option:

Exercise Price per Share (USD): $ [[GRANTCODE1]]

Total Exercise Price (USD): $[[GRANTCODE2]]

Type of Option: [[GRANTTYPE]]

Term/Expiration Date: [[GRANTEXPIRATIONDATE]]

These Options will be exercisable, in whole or in part, in accordance with the following schedule:

[[VESTINGTEMPLATEDESC]]

Termination of Employment:

Section 15 of the Plan sets out the early termination provisions if the Participant has an Event of Termination. In no event may this Option be exercised after the Term/Expiration Date as provided above.

By Participant's signature and the signature of the representative of the Corporation below, Participant and the Corporation agree that this Agreement is granted under and governed by the terms and conditions of the Plan. Participant acknowledges receipt of a copy of the Plan. Participant has reviewed the Plan in its entirety, has had an opportunity to obtain the advice of counsel prior to executing this Agreement, and fully understands all provisions of the Plan and this Agreement. Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Administrators upon any questions relating to the Plan and the Agreement. Participant further agrees to notify the Corporation upon any change in the residence address indicated below.

[[SIGNATURE]]

PARTICIPANT |  | MIND MEDICINE (MINDMED) INC
[[FIRSTNAME]] [[LASTNAME]] |  | [Name]
|  | [Title]