Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.


Amended Employment Agreement

On October 27, 2022, D-Wave Commercial Inc. ("D-Wave Commercial"), a
wholly-owned subsidiary of D-Wave Quantum Inc. (the "Company"), entered into an
amendment (the "Amendment") to the Full-Time Amended and Restated Employment
Agreement, dated as of January 1, 2020, with its President and Chief Executive
Officer, Alan Baratz (as amended, the "Employment Agreement"), to reflect
updates to Mr. Baratz's compensation arrangements as approved by the Company's
Board of Directors (the "Board") upon the recommendation of the Compensation
Committee of the Board.

The Board authorized the Amendment in recognition of Mr. Baratz's significant contributions to the Company and prior service, in particular in taking the Company public, and to incentivize future performance.



Pursuant to the Amendment, the Company has increased Mr. Baratz's annual base
salary to $575,000 per annum, effective as of September 1, 2022, and granted
Mr. Baratz's eligibility to participate in the D-Wave 2022 Bonus Plan and any
future performance-based bonus plans that apply to the Company's Chief Executive
Officer. Effective as of September 1, 2022, Mr. Baratz's on-target bonus under
the D-Wave 2022 Bonus Plan is 100% of Mr. Baratz's base salary, based on
achievement of the corporate objectives under the plan, and personal objectives
set by the Board. Certain changes were also made to the termination provisions
of the Employment Agreement to provide that, upon a termination without cause,
the Company shall provide twelve months' base salary as a lump sum payment,
twelve months base salary continuance, or a combination of the two, plus a lump
sum target bonus payment, which will be equal to 100% of base salary, subject to
certain conditions.

Except as disclosed in this Current Report on Form 8-K, the terms and conditions of the Employment Agreement remain unchanged.



The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the complete text of the Employment
Agreement, which is incorporated by reference herein.

Management Compensation and Grant of Restricted Stock Units



On October 27, 2022, in consideration for Mr. Baratz's prior service to the
Company and to incentivize future performance, Mr. Baratz was granted a one-time
equity award of 2,500,000 restricted stock units ("RSUs") under the D-Wave
Quantum Inc. 2022 Equity Incentive Plan (the "2022 Incentive Plan"). Each RSU
represents the right to receive one share of the Company's common stock, par
value $0.0001 per share ("Common Stock"). 1,500,000 of the RSUs will vest 50% on
the first anniversary of the grant date, and 25% on each of the second and third
anniversaries of the grant date, subject to Mr. Baratz's continued service to
the Company. 1,000,000 of the RSUs will vest 50% on each the first and second
anniversaries of the grant date, subject to Mr. Baratz's continued service to
the Company.

In addition, in consideration for John M. Markovich's service as Chief Financial
Officer and to incentivize and retain Mr. Markovich, Mr. Markovich's base salary
was increased to $400,000 per annum and Mr. Markovich was granted a one-time
equity award of 875,000 RSUs under the 2022 Incentive Plan. Each RSU represents
the right to receive one share of Common Stock that will vest 50% on the first
anniversary of the grant date and 25% on each of the second and third
anniversaries of the grant date, subject to Mr. Markovich's continued service to
the Company.

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The foregoing description of the terms of the RSUs is qualified in its entirety
by reference to the full text of each RSU Agreement, the form of which is filed
as Exhibit 10.3 to this Report and incorporated by reference herein.

Grant of Restricted Stock Units to Independent Directors



On October 27, 2022, an aggregate of 167,605 RSUs were granted to certain
independent directors of the Company (each an "RSU Recipient"), in accordance
with, and subject in all cases to, the terms of the 2022 Incentive Plan. Each
RSU represents the right to receive one share of Common Stock that will vest as
of the date of the Company's first annual meeting of stockholders in 2023,
subject to the RSU Recipient's continued service to the Company.

The foregoing description of the terms of the RSUs is qualified in its entirety
by reference to the full text of each RSU Agreement, the form of which is filed
as Exhibit 10.3 to this Report and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.




(c) Exhibits.

Exhibit
  No.                     Description                          Incorporated by Reference Exhibits
                                                             Filer

Form Exhibit Filing Date



10.1†         Full-Time Amended and Restated          D-Wave Quantum Inc.   S-4     10.29    March 15, 2022
            Employment Agreement, dated as of
            January 1, 2020.

10.2†         Amendment No. 1 to the Employment
            Agreement, dated October 27, 2022.

10.3          Form of D-Wave Quantum Inc. 2022
            Equity Incentive Plan Restricted Stock
            Unit Award Agreement.

104         Cover Page Interactive Data File
            (embedded within the Inline XBRL
            document).

† Certain portions of this exhibit (indicated by "[*****]") have been redacted

pursuant to Regulation S-K, Item 601(a)(6).

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