Mind Medicine (MindMed) Inc. Performance Share Unit Award Agreement with Participant
This agreement is between Mind Medicine (MindMed) Inc. and a designated participant, granting the participant a specified number of performance share units (PSUs) under the company’s Performance and Restricted Share Unit Plan. The PSUs entitle the participant to receive common shares of the company if certain performance criteria are met during a set period. The agreement outlines the participant’s obligations, tax responsibilities, and compliance with company policies and laws. The award is subject to vesting conditions, and employment is not guaranteed by this agreement.
Exhibit 10.1
MIND MEDICINE (MINDMED) INC.PERFORMANCE AND RESTRICTED SHARE UNIT PLAN
PERFORMANCE SHARE UNIT AWARD AGREEMENT
This PSU Award Agreement (the “PSU Award Agreement”) is entered into between Mind Medicine (MindMed) Inc. (the “Corporation”) and the Participant named below pursuant to the Performance and Restricted Share Unit Plan of the Corporation (the "Plan") effective March 7, 2023, as amended, and confirms that:
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The grant of the Award and the issuance and delivery of the PSU Shares is subject to the terms and conditions of the Plan (as modified or varied by this PSU Award Agreement), all of which are incorporated into and form an integral part of this PSU Award Agreement.
Nothing in the Plan or in this PSU Award Agreement will affect the right of the Corporation or any of its Subsidiaries to terminate the employment of, term of office of, or consulting agreement with, the Participant at any time for any reason whatsoever. Upon such termination, the Participant's rights to the Award and the PSU Shares will be subject to restrictions and time limits as set forth in this PSU Award Agreement.
This PSU Award Agreement shall be binding upon and inure to the benefit of the Corporation, its successors and assigns and the Participant and the legal representative of the
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Participant's estate any other person who acquires the Award or PSU Shares by bequest or inheritance. The Participant shall not be entitled to assign this PSU Award Agreement nor the Award granted hereby except in accordance with the Plan.
This PSU Award Agreement may be executed in counterparts and by facsimile or other electronic means, each of which shall constitute an original and all of which taken together shall constitute one and the same instrument.
This PSU Award Agreement, the grant of the Award hereunder and under the Plan, and the settlement of the Award shall be, as applicable, governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without regard to principles of conflicts of laws that would impose the laws of another jurisdiction. The Courts of the Province of Ontario shall have the exclusive jurisdiction to hear and decide any disputes or other matters arising herefrom.
To the extent applicable, with respect to U.S. Participants, the Award is intended to be exempt from the requirements of Section 409A of the Code and applicable regulations and guidance under the statute and shall be construed and interpreted accordingly. In no event whatsoever shall the Corporation or any Subsidiary or affiliate of the Corporation be liable for any additional tax, interest or penalties that may be imposed on the Participant or the Participant's beneficiary or estate under Section 409A of the Code or any damages for failing to comply with Section 409A of the Code or otherwise.
All capitalized terms used in this PSU Award Agreement, including Exhibit A, unless expressly defined in a different manner, have the meanings ascribed thereto in the Plan.
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Should you wish to accept the grant of the Award as described in this PSU Award Agreement, please sign where indicated below and return one copy of this PSU Award Agreement to the Corporation.
ACCEPTED AND AGREED by the Participant as at [[RESADDR1]] [[RESADDR2]] [[RESCITY]] [[RESSTATEORPROV]] [[RESPOSTALCODE]] [[RESCOUNTRY]] and intending to be legally bound:
[[FIRSTNAME]] [[LASTNAME]] |
Name of Participant |
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[[SIGNATURE]] |
Signature of Participant |
The Corporation hereby confirms the grant of the Award described in this PSU Award Agreement effective as of the Grant Date.
| MIND MEDICINE (MINDMED) INC |
By: |
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| Signature of MindMed Officer |
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Exhibit A
A-1