Amendment to Executive Employment Agreement of Phil Shaer, dated June 8, 2021

Exhibit 10.9

AMENDMENT to:

Executive Employment Agreement

This Amendment Agreement is made this 8^th day of June, 2021

B E T W E E N:

Phil Shaer

(“Employee”)

- and -

Canopy Growth Corporation

(“Company”)

WHEREAS the Parties are parties to an Executive Employment Agreement made August 7, 2020 (the “Employment Agreement”);

AND WHEREAS the Company wishes to amend its long-term incentive plan so as to streamline its offerings and better align executive incentives with company performance;

AND WHEREAS the Employment Agreement is silent on the subject of share ownership;

AND WHEREAS the Employment Agreement provides that the same may be amended only by a written agreement executed by each of the parties thereto;

NOW THEREFOR the Parties agree as follows:

You will be eligible to participate in Canopy Growth’s Amended and Restated Omnibus Incentive Plan, as approved by the Board and as amended from time to time (the “Incentive Plan”).

Notwithstanding the terms of the Incentive Plan, any unvested options or RSUs granted to you on or before December 31, 2019 and held by you at the time of your termination shall continue to vest for a one year period following your termination provided it was without cause.

Not less than once every fiscal year, you will be eligible to receive a long-term incentive (“LTI”) award of 200% your Base Salary, which utilizes the Fair Market Value share price (as defined in the Incentive Plan) (“FMV price”) on the grant date. The award may be composed of one or more of the following: stock options (“Options”), restricted stock units (“RSUs”), performance share units (“PSUs”), and/or other form of equity authorized by the Incentive Plan to be awarded. The ratio of the various forms of equity (meaning the percentage of the award provided as, for example, Options versus RSUs) shall be in the complete discretion of the Board and may vary from award to award.

All such awards shall vest in accordance with the terms of the Incentive Plan unless modified by either (x) the terms of this Agreement; or (y) the terms of the individual award.

You agree to adhere to and abide by the Company’s Share Ownership Policy, as the same may be approved and amended on one or more occasions by the Board of Directors or any committee to which the Board may delegate authority for such policy.

(b.1) the vesting of any outstanding PSUs, at actual performance levels, for all years already certified by the Board of Directors or any responsible committee thereof.

Nothing contained in this Agreement limits Employee’s ability to provide information to the Ontario Securities Commission, a recognized self-regulatory organization or a law enforcement agency about an act of the Company, or person acting on behalf of the person or company, that has occurred, is ongoing or is about to occur, and that Employee reasonably believes is contrary to securities law or a by-law or other regulatory instrument of a recognized self-regulatory organization.

Nothing contained in this Agreement limits Employee’s ability to cooperate with, testify at or otherwise assist or expressing an intention to cooperate, testify or otherwise assist in, (i) an investigation by the Ontario Securities Commission, a recognized self-regulatory organization or a law enforcement agency, or (ii) a proceeding of the Ontario Securities Commission or a recognized self-regulatory organization, or a judicial proceeding.

SO AGREED:

This 8^th day of June, 2021:

This      day of             , 2021