**Exhibit 10.1**

**ACADIA PHARMACEUTICALS INC.**

**2010 EQUITY INCENTIVE PLAN**

**ADOPTEDBYTHE BOARDOF DIRECTORS:MARCH 12, 2010**

**APPROVEDBYTHESTOCKHOLDERS: JUNE 11, 2010**

**TERMINATION DATE:MARCH 11, 2020**

 

**(a)****Successor to and Continuation of Prior Plan.** The Plan is intended as the successor to and continuation of the ACADIAPharmaceuticals Inc. 2004 Equity Incentive Plan, as amended (the “***Prior Plan***”). The Company also has a 1997 Stock Option Plan (the “1997 Plan”), pursuant to which no stock awards have been made since the effectivedate of the Prior Plan. Following the Effective Date, no additional stock awards shall be granted under the Prior Plan. Any shares remaining available for grant as new awards under the Prior Plan as of the Effective Date (the “***PriorPlan’s Available Reserve***”) shall become available for issuance pursuant to Stock Awards granted hereunder. From and after the Effective Date, all outstanding stock awards granted under the Prior Plan or the 1997 Plan shall remainsubject to the terms of the Prior Plan or the 1997 Plan, respectively; *provided, however*, any shares underlying outstanding stock awards granted under the Prior Plan or the 1997 Plan that expire or terminate for any reason prior to exerciseor settlement or are forfeited because of the failure to meet a contingency or condition required to vest such shares or are reacquired, withheld (or not issued) to satisfy a tax withholding obligation in connection with an award other than a stockoption or stock appreciation right (the “***Returning Shares***”) shall become available for issuance pursuant to Awards granted hereunder. All Awards granted on or after the Effective Date of this Plan shall be subject to theterms of this Plan. 

**(b)****Eligible Award Recipients.** The persons eligible to receive Awards are Employees,Directors and Consultants. 

**(c)****Available Awards.** The Plan provides for the grant of the following Awards:(i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) Stock Appreciation Rights (iv) Restricted Stock Awards, (v) Restricted Stock Unit Awards, (vi) Performance Stock Awards, (vii) Performance CashAwards, and (viii) Other Stock Awards. 

**(d)****Purpose.** The Company, by means of the Plan, seeks to secure andretain the services of the group of persons eligible to receive Awards as set forth in Section 1(b), to provide incentives for such persons to exert maximum efforts for the success of the Company and any Affiliate and to provide a means bywhich such eligible recipients may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Awards. 

 

**(a)****Administration by Board.** The Board shall administer the Plan unless and until the Board delegates administration of thePlan to a Committee or Committees, as provided in Section 2(c). 

**(b)****Powers of Board.** The Board shall havethe power, subject to, and within the limitations of, the express provisions of the Plan: 

**(i)** To determine from timeto time (A) which of the persons eligible under the Plan shall be granted Awards; (B) when and how each Award shall be granted; (C) what type or combination of types of Award shall be granted; (D) the provisions of each Awardgranted (which need not be identical), including the time or times when a person shall be permitted to receive cash or Common Stock pursuant to a Stock Award; (E) the number 

 

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of shares of Common Stock with respect to which a Stock Award shall be granted to each such person; and (F) the Fair Market Value applicable to a Stock Award. 

**(ii)** To construe and interpret the Plan and Awards granted under it, and to establish, amend and revoke rules and regulations forits administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement or in the written terms of a Performance Cash Award, in a manner and to the extent it shalldeem necessary or expedient to make the Plan or Award fully effective. 

**(iii)** To settle all controversies regarding thePlan and Awards granted under it. 

**(iv**) To accelerate the time at which an Award may first be exercised or the timeduring which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest. 

**(v)** To suspend or terminate the Plan at any time. Suspension or termination of the Plan shall not impair rights and obligationsunder any Award granted while the Plan is in effect except with the written consent of the affected Participant. 

**(vi)**To amend the Plan in any respect the Board deems necessary or advisable. However, except as provided in Section 9(a) relating to Capitalization Adjustments, to the extent required by applicable law or listing requirements, stockholder approvalshall be required for any amendment of the Plan that either (A) materially increases the number of shares of Common Stock available for issuance under the Plan, (B) materially expands the class of individuals eligible to receive Awardsunder the Plan, (C) materially increases the benefits accruing to Participants under the Plan or materially reduces the price at which shares of Common Stock may be issued or purchased under the Plan, (D) materially extends the term of thePlan, or (E) expands the types of Awards available for issuance under the Plan. Except as provided above, rights under any Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (1) the Companyrequests the consent of the affected Participant, and (2) such Participant consents in writing. 

**(vii)** To submitany amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of (A) Section 162(m) of the Code regarding the exclusion of performance-based compensation fromthe limit on corporate deductibility of compensation paid to Covered Employees, (B) Section 422 of the Code regarding incentive stock options or (C) Rule 16b-3. 

**(viii)** To approve forms of Award Agreements for use under the Plan and to amend the terms of any one or more Awards, including,but not limited to, amendments to provide terms more favorable to the Participant than previously provided in the Award Agreement, subject to any specified limits in the Plan that are not subject to Board discretion; *provided, however*, thatexcept with respect to amendments that disqualify or impair the status of an Incentive Stock Option, a Participant’s rights under any Award shall not be impaired by any such amendment unless (A) the Company requests the consent of theaffected Participant, and (B) such Participant consents in writing. Notwithstanding the foregoing, subject to the limitations of applicable law, if any, the Board may amend the terms of any one or more Awards without the affectedParticipant’s consent if necessary to maintain the qualified status of the Award as an Incentive Stock Option or to bring the Award into compliance with Section 409A of the Code. 

**(ix)** Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the bestinterests of the Company and that are not in conflict with the provisions of the Plan or Awards. 

**(x)** To adopt suchprocedures and sub-plans as are necessary or appropriate to permit participation in the Plan by Employees, Directors or Consultants who are foreign nationals or employed outside the United States. 

 

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**(c) Delegation to Committee.**

**(i)****General.** The Board may delegate some or all of the administration of the Plan to a Committee or Committees. Ifadministration of the Plan is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board that have been delegated to the Committee, including the power todelegate to a subcommittee of the Committee any of the administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to suchresolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Committee may, at any time, abolish the subcommittee and/or revest in the Committee any powers delegated to the subcommittee. TheBoard may retain the authority to concurrently administer the Plan with the Committee and may, at any time, revest in the Board some or all of the powers previously delegated. 

**(ii) Section 162(m) and Rule 16b-3 Compliance**. The Committee may consist solely of two or more Outside Directors, inaccordance with Section 162(m) of the Code, or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. 

**(d)****Delegation to an Officer.** The Board may delegate to one or more Officers of the Company the authority to do one or bothof the following (i) designate Officers and Employees of the Company or any of its Subsidiaries to be recipients of Stock Awards and (ii) determine the number of shares of Common Stock to be subject to such Stock Awards granted to suchOfficers and Employees of the Company; *provided, however,*that the Board resolutions regarding such delegation shall specify the total number of shares of Common Stock that may be subject to the Stock Awards granted by such Officer and thatsuch Officer may not grant a Stock Award to himself or herself. Notwithstanding anything to the contrary in this Section 2(d), the Board may not delegate to an Officer authority to determine the Fair Market Value of the Common Stock pursuant toSection 13(w)(iii). 

**(e)****Effect of Board’s Decision.** All determinations, interpretations andconstructions made by the Board in good faith shall not be subject to review by any person and shall be final, binding and conclusive on all persons. 

**(f)****Repricing; Cancellation and Re-Grant of Stock Awards**. Neither the Board nor any Committee shall have the authority to:(i) reduce the exercise price of any outstanding Options or Stock Appreciation Rights under the Plan, or (ii) cancel any outstanding Options or Stock Appreciation Rights that have an exercise price or strike price greater than the currentFair Market Value of the Common Stock in exchange for cash or other Stock Awards under the Plan, unless the stockholders of the Company have approved such an action within 12 months prior to such an event. 

 
**3.****SHARES SUBJECTTOTHE PLAN.**
**(a)****Share Reserve.**Subject to Section 9(a) relating to Capitalization Adjustments, the aggregatenumber of shares of Common Stock that may be issued pursuant to Stock Awards from and after the Effective Date shall not exceed 8,314,234 shares (the “***Share Reserve***”), which number is the sum of (i) the number of sharessubject to the Prior Plan’s Available Reserve, (ii) an additional 3,250,000 new shares plus (iii) an additional number of shares in an amount not to exceed 4,261,425 shares (which number consists of the Returning Shares, if any, assuch shares become available from time to time). For clarity, the Share Reserve in this Section 3(a) is a limitation on the number of shares of the Common Stock that may be issued pursuant to the Plan and does not limit the granting of StockAwards except as provided in Section 7(a). Shares may be issued in connection with a merger or acquisition as permitted by NASDAQ Listing Rule 5635(c) or, if applicable, NYSE Listed Company Manual Section 303A.08, AMEX Company GuideSection 711 or other applicable rule, and such issuance shall not reduce the number of shares available for issuance under the Plan. Furthermore, if a Stock Award or any portion thereof (i) expires or otherwise terminates without all ofthe shares covered by such Stock Award having been issued or (ii) is settled in cash (*i.e.*, the Participant receives cash rather than stock), such expiration, termination or settlement shall not reduce (or otherwise offset) the number ofshares of Common Stock that may be available for issuance under the Plan. 

 

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**(b)** Subject to Section 3(c), the number of shares available for issuance underthe Plan shall be reduced by: (i) one share for each share of stock issued pursuant to (A) an Option with respect to which the exercise price is at least 100% of the Fair Market Value of the underlying Common Stock on the date of grant, or(B) a Stock Appreciation Right with respect to which the strike price is at least 100% of the Fair Market Value of the underlying Common Stock on the date of grant; and (ii) 1.2 shares for each share of Common Stock issued pursuant to aRestricted Stock Award, Restricted Stock Unit Award, Performance Stock Award or Other Stock Award. 

**(c) Reversion of Sharesto the Share Reserve.**

**(i)****Shares Available For Subsequent Issuance**. If any shares of common stock issuedpursuant to a Stock Award are forfeited back to the Company because of the failure to meet a contingency or condition required to vest such shares in the Participant, then the shares that are forfeited shall revert to and again become available forissuance under the Plan. To the extent there is issued a share of Common Stock pursuant to a Stock Award that counted as 1.2 shares against the number of shares available for issuance under the Plan pursuant to Section 3(b), and such share ofCommon Stock becomes available for issuance under the Plan pursuant to Section 1(a), Section 3(a) or this Section 3(c), then the number of shares of Common Stock available for issuance under the Plan shall increase by 1.2 shares.Also, each share reacquired by the Company pursuant to Section 8(g) in connection with a Restricted Stock Award, Restricted Stock Unit Award, Performance Stock Award or Other Stock Award shall again become available for issuance under the Planand shall increase the number of shares of Common Stock available for issuance under the Plan by 1.2 shares. 

**(ii)****Shares Not Available For Subsequent Issuance**. If any shares subject to a Stock Award are not delivered to a Participant because the Stock Award is exercised through a reduction of shares subject to the Stock Award (i.e., “netexercised”), the number of shares that are not delivered to the Participant shall no longer be available for issuance under the Plan. Also, any shares reacquired by the Company pursuant to Section 8(g) upon the exercise of an Option orStock Appreciation Right or as consideration for the exercise of an Option or Stock Appreciation Right shall no longer be available for issuance under the Plan. 

**(d) Incentive Stock Option Limit**. Notwithstanding anything to the contrary in this Section 3 and, subject to the provisionsof Section 9(a) relating to Capitalization Adjustments, the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options shall be 10,000,000 shares of Common Stock. 

**(e)****Section 162(m) Limitation on Annual Grants**. Subject to the provisions of Section 9(a) relating toCapitalization Adjustments, at such time as the Company may be subject to the applicable provisions of Section 162(m) of the Code, a maximum of 2,000,000 shares of Common Stock subject to Options, Stock Appreciation Rights and Other StockAwards whose value is determined by reference to an increase over an exercise or strike price of at least 100% of the Fair Market Value on the date the Stock Award is granted may be granted to any Participant during any calendar year.Notwithstanding the foregoing, if any additional Options, Stock Appreciation Rights or Other Stock Awards whose value is determined by reference to an increase over an exercise or strike price of at least 100% of the Fair Market Value on the dateany such Stock Award is granted to any Participant during any calendar year, compensation attributable to the exercise of such additional Stock Award shall not satisfy the requirements to be considered “qualified performance-basedcompensation” under Section 162(m) of the Code unless such additional Stock Award is approved by the Company’s stockholders. 

**(f)****Source of Shares.** The stock issuable under the Plan shall be shares of authorized but unissued or reacquired CommonStock, including shares repurchased by the Company on the open market or otherwise. 

 
**4.****ELIGIBILITY.**
**(a)****Eligibility for Specific Stock Awards**. Incentive Stock Options may be granted only to employees of the Company or a“parent corporation” or “subsidiary corporation” thereof (as such terms are defined in Sections 

 

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424(e) and (f) of the Code). Stock Awards other than Incentive Stock Options may be granted to Employees, Directors and Consultants; *provided, however*, Nonstatutory Stock Options andSARs may not be granted to Employees, Directors and Consultants who are providing Continuous Service only to any “parent” of the Company, as such term is defined in Rule 405 promulgated under the Securities Act, unless the stock underlyingsuch Stock Awards is treated as “service recipient stock” under Section 409A of the Code because the Stock Awards are granted pursuant to a corporate transaction (such as a spin off transaction) or unless such Stock Awards comply withthe distribution requirements of Section 409A of the Code. 

**(b)****Ten Percent Stockholders.** A Ten PercentStockholder shall not be granted an Incentive Stock Option unless the exercise price of such Option is at least 110% of the Fair Market Value on the date of grant and the Option is not exercisable after the expiration of five years from thedate of grant. 

 
**5.****PROVISIONS RELATINGTO OPTIONSAND STOCK APPRECIATIONRIGHTS.**
Each Option or SAR shall be in such form and shall contain such terms and conditionsas the Board shall deem appropriate. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and, if certificates are issued, a separate certificate or certificates shall be issued forshares of Common Stock purchased on exercise of each type of Option. If an Option is not specifically designated as an Incentive Stock Option, then the Option shall be a Nonstatutory Stock Option. The provisions of separate Options or SARs need notbe identical; *provided, however*, that each Option Agreement or Stock Appreciation Right Agreement shall conform to (through incorporation of provisions hereof by reference in the applicable Award Agreement or otherwise) the substance of eachof the following provisions: 

**(a)****Term.** Subject to the provisions of Section 4(b) regarding Ten PercentStockholders, no Option or SAR shall be exercisable after the expiration of 10 years from the date of its grant or such shorter period specified in the Award Agreement. 

**(b)****Exercise Price.** Subject to the provisions of Section 4(b) regarding Ten Percent Stockholders, the exercise price(or strike price) of each Option or SAR shall be not less than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR on the date the Option or SAR is granted. Notwithstanding the foregoing, an Option or SAR may be grantedwith an exercise price (or strike price) lower than 100% of the Fair Market Value of the Common Stock subject to the Option or SAR if such Option or SAR is granted pursuant to an assumption of or substitution for another option or stock appreciationright pursuant to a Corporate Transaction and in a manner consistent with the provisions of Sections 409A and, if applicable, 424(a) of the Code. Each SAR will be denominated in shares of Common Stock equivalents. 

**(c)****Purchase Price for Options.** The purchase price of Common Stock acquired pursuant to the exercise of an Option shall bepaid, to the extent permitted by applicable law and as determined by the Board in its sole discretion, by any combination of the methods of payment set forth below. The Board shall have the authority to grant Options that do not permit all of thefollowing methods of payment (or otherwise restrict the ability to use certain methods) and to grant Options that require the consent of the Company to utilize a particular method of payment. The permitted methods of payment are as follows:

**(i)** by cash, check, bank draft or money order payable to the Company; 

**(ii)** pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board that, prior to the issuance ofthe stock subject to the Option, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds; 

**(iii)** by delivery to the Company (either by actual delivery or attestation) of shares of Common Stock; 

**(iv)** if the option is a Nonstatutory Stock Option, by a “net exercise” arrangement pursuant to which the Company willreduce the number of shares of Common Stock issuable upon exercise by the largest whole 

 

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number of shares with a Fair Market Value that does not exceed the aggregate exercise price; *provided, however*, that the Company shall accept a cash or other payment from the Participantto the extent of any remaining balance of the aggregate exercise price not satisfied by such reduction in the number of whole shares to be issued; *provided further*, that shares of Common Stock will no longer be subject to an Option and willnot be exercisable thereafter to the extent that (A) shares issuable upon exercise are reduced to pay the exercise price pursuant to the “net exercise,” (B) shares are delivered to the Participant as a result of such exercise,and (C) shares are withheld to satisfy tax withholding obligations; or 

**(v)** in any other form of legalconsideration that may be acceptable to the Board. 

**(d)****Exercise and Payment of a SAR.** To exercise anyoutstanding Stock Appreciation Right, the Participant must provide written notice of exercise to the Company in compliance with the provisions of the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right. The appreciationdistribution payable on the exercise of a Stock Appreciation Right will be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Stock Appreciation Right) of a number of sharesof Common Stock equal to the number of Common Stock equivalents in which the Participant is vested under such Stock Appreciation Right, and with respect to which the Participant is exercising the Stock Appreciation Right on such date, over(B) the strike price that will be determined by the Board at the time of grant of the Stock Appreciation Right. The appreciation distribution in respect to a Stock Appreciation Right may be paid in Common Stock, in cash, in any combination ofthe two or in any other form of consideration, as determined by the Board and contained in the Stock Appreciation Right Agreement evidencing such Stock Appreciation Right. 

**(e)****Transferability of Options and SARs.** The Board may, in its sole discretion, impose such limitations on thetransferability of Options and SARs as the Board shall determine. In the absence of such a determination by the Board to the contrary, the following restrictions on the transferability of Options and SARs shall apply: 

**(i)****Restrictions on Transfer.** An Option or SAR shall not be transferable except by will or by the laws of descent anddistribution and shall be exercisable during the lifetime of the Participant only by the Participant; *provided, however*, that the Board may, in its sole discretion, permit transfer of the Option or SAR in a manner that is not prohibited byapplicable tax and securities laws upon the Participant’s request. Except as explicitly provided herein, neither an Option nor a SAR may be transferred for consideration. 

**(ii)****Domestic Relations Orders.** Notwithstanding the foregoing, an Option or SAR may be transferred pursuant to a domesticrelations order; *provided, however*, that if an Option is an Incentive Stock Option, such Option may be deemed to be a Nonstatutory Stock Option as a result of such transfer. 

**(iii)****Beneficiary Designation.** Notwithstanding the foregoing, the Participant may, by delivering written notice to theCompany, in a form provided by or otherwise satisfactory to the Company and any broker designated by the Company to effect Option exercises, designate a third party who, in the event of the death of the Participant, shall thereafter be entitled toexercise the Option or SAR and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, the executor or administrator of the Participant’s estate shall be entitled to exercise theOption or SAR and receive the Common Stock or other consideration resulting from such exercise. 

**(f)****VestingGenerally.** The total number of shares of Common Stock subject to an Option or SAR may vest and therefore become exercisable in periodic installments that may or may not be equal. The Option or SAR may be subject to such other terms andconditions on the time or times when it may or may not be exercised (which may be based on the satisfaction of Performance Goals or other criteria) as the Board may deem appropriate. The vesting provisions of individual Options or SARs may vary. Theprovisions of this Section 5(f) are subject to any Option or SAR provisions governing the minimum number of shares of Common Stock as to which an Option or SAR may be exercised. 

 

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**(g)****Termination of Continuous Service.** Except as otherwise provided in theapplicable Award Agreement or other agreement between the Participant and the Company, if a Participant’s Continuous Service terminates (other than for Cause or upon the Participant’s death or Disability), the Participant may exercise hisor her Option or SAR (to the extent that the Participant was entitled to exercise such Award as of the date of termination of Continuous Service) but only within such period of time ending on the earlier of (i) the date 3 months following thetermination of the Participant’s Continuous Service (or such longer or shorter period specified in the applicable Award Agreement), or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, aftertermination of Continuous Service, the Participant does not exercise his or her Option or SAR within the time specified herein or in the Award Agreement (as applicable), the Option or SAR shall terminate. 

**(h)****Extension of Termination Date.** If the exercise of an Option or SAR following the termination of the Participant’sContinuous Service (other than for Cause or upon the Participant’s death or Disability) would be prohibited at any time solely because the issuance of shares of Common Stock would violate the registration requirements under the Securities Act,then the Option or SAR shall terminate on the earlier of (i) the expiration of a total period of 3 months (that need not be consecutive) after the termination of the Participant’s Continuous Service during which the exercise of the Optionor SAR would not be in violation of such registration requirements, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement. In addition, unless otherwise provided in a Participant’s AwardAgreement, if the sale of any Common Stock received upon exercise of an Option or SAR following the termination of the Participant’s Continuous Service (other than for Cause) would violate the Company’s insider trading policy, then theOption or SAR shall terminate on the earlier of (i) the expiration of a period equal to the applicable post-termination exercise period after the termination of the Participant’s Continuous Service during which the Sale of any Common Stockissuable upon exercise of the Option or SAR would not be in violation of the Company’s insider trading policy, or (ii) the expiration of the term of the Option or SAR as set forth in the applicable Award Agreement. 

**(i)****Disability of Participant.** Except as otherwise provided in the applicable Award Agreement or other agreement betweenthe Participant and the Company, if a Participant’s Continuous Service terminates as a result of the Participant’s Disability, the Participant may exercise his or her Option or SAR (to the extent that the Participant was entitled toexercise such Option or SAR as of such date of termination of Continuous Service), but only within such period of time ending on the earlier of (i) the date 12 months following such termination of Continuous Service (or such longer or shorterperiod specified in the Award Agreement), or (ii) the expiration of the term of the Option or SAR as set forth in the Award Agreement. If, after termination of Continuous Service, the Participant does not exercise his or her Option or SARwithin the time specified herein or in the Award Agreement (as applicable), the Option or SAR (as applicable) shall terminate. 

**(j)****Death of Participant.** Except as otherwise provided in the applicable Award Agreement or other agreement between theParticipant and the Company, if (i) a Participant’s Continuous Service terminates as a result of the Participant’s death, or (ii) the Participant dies within the period, if any, specified in the Award Agreement for exercisabilityafter the termination of the Participant’s Continuous Service (for a reason other than death), then the Option or SAR may be exercised (to the extent the Participant was entitled to exercise such Option or SAR as of the date of death) by theParticipant’s estate, by a person who acquired the right to exercise the Option or SAR by bequest or inheritance or by a person designated to exercise the Option or SAR upon the Participant’s death, but only within the period ending on theearlier of (i) the date 18 months following the date of death (or such longer or shorter period specified in the Award Agreement), or (ii) the expiration of the term of such Option or SAR as set forth in the Award Agreement. If, after theParticipant’s death, the Option or SAR is not exercised within the time specified herein or in the Award Agreement (as applicable), the Option or SAR shall terminate. 

**(k)****Termination for Cause.**Except as explicitly provided otherwise in a Participant’s Award Agreement or otherindividual written agreement between the Company or any Affiliate and the Participant, if a Participant’s 

 

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Continuous Service is terminated for Cause, the Option or SAR shall terminate immediately upon such Participant’s termination of Continuous Service, and the Participant shall be prohibitedfrom exercising his or her Option or SAR from and after the time of such termination of Continuous Service. 

**(l)****Non-Exempt Employees**. No Option or SAR, whether or not vested, granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, shall be first exercisable for any shares of Common Stockuntil at least six months following the date of grant of the Option or SAR. Notwithstanding the foregoing, consistent with the provisions of the Worker Economic Opportunity Act, (i) in the event of the Participant’s death or Disability,(ii) upon a Corporate Transaction in which such Option or SAR is not assumed, continued, or substituted, (iii) upon a Change in Control, or (iv) upon the Participant’s retirement (as such term may be defined in theParticipant’s Award Agreement or in another applicable agreement or in accordance with the Company’s then current employment policies and guidelines), any such vested Options and SARs may be exercised earlier than six months following thedate of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of an Option or SAR will be exempt from his or her regular rate of pay. 

 
**6.****PROVISIONSOF STOCK AWARDSOTHERTHAN OPTIONSAND SARS.**
**(a**) **Restricted Stock Awards.** Each Restricted StockAward Agreement shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. To the extent consistent with the Company’s Bylaws, at the Board’s election, shares of Common Stock may be (i) heldin book entry form subject to the Company’s instructions until any restrictions relating to the Restricted Stock Award lapse; or (ii) evidenced by a certificate, which certificate shall be held in such form and manner as determined by theBoard. The terms and conditions of Restricted Stock Award Agreements may change from time to time, and the terms and conditions of separate Restricted Stock Award Agreements need not be identical; *provided, however*, that each Restricted StockAward Agreement shall conform to (through incorporation of the provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions: 

**(i)****Consideration.** A Restricted Stock Award may be awarded in consideration for (A) cash, check, bank draft or moneyorder payable to the Company, (B) past services to the Company or an Affiliate, or (C) any other form of legal consideration (including future services) that may be acceptable to the Board, in its sole discretion, and permissible underapplicable law. 

**(ii)****Vesting.**Shares of Common Stock awarded under the Restricted Stock Award Agreement may besubject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board. 

**(iii)****Termination of Participant’s Continuous Service.** If a Participant’s Continuous Service terminates, the Company may receive through a forfeiture condition or a repurchase right any or all of the shares of Common Stock held by theParticipant that have not vested as of the date of termination of Continuous Service under the terms of the Restricted Stock Award Agreement. 

**(iv**) **Transferability.** Rights to acquire shares of Common Stock under the Restricted Stock Award Agreement shall betransferable by the Participant only upon such terms and conditions as are set forth in the Restricted Stock Award Agreement, as the Board shall determine in its sole discretion, so long as Common Stock awarded under the Restricted Stock AwardAgreement remains subject to the terms of the Restricted Stock Award Agreement. 

**(v)****Dividends.**A RestrictedStock Award Agreement may provide that any dividends paid on Restricted Stock will be subject to the same vesting and forfeiture restrictions as apply to the shares subject to the Restricted Stock Award to which they relate. 

 

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**(b) Restricted Stock Unit Awards.** Each Restricted Stock Unit Award Agreement shall bein such form and shall contain such terms and conditions as the Board shall deem appropriate. The terms and conditions of Restricted Stock Unit Award Agreements may change from time to time, and the terms and conditions of separate Restricted StockUnit Award Agreements need not be identical; *provided, however*, that each Restricted Stock Unit Award Agreement shall conform to (through incorporation of the provisions hereof by reference in the Agreement or otherwise) the substance of eachof the following provisions: 

**(i)****Consideration.** At the time of grant of a Restricted Stock Unit Award, theBoard will determine the consideration, if any, to be paid by the Participant upon delivery of each share of Common Stock subject to the Restricted Stock Unit Award. The consideration to be paid, if any, by the Participant for each share of CommonStock subject to a Restricted Stock Unit Award may be paid in any form of legal consideration that may be acceptable to the Board, in its sole discretion, and permissible under applicable law. 

**(ii)****Vesting.**At the time of the grant of a Restricted Stock Unit Award, the Board may impose such restrictions on orconditions to the vesting of the Restricted Stock Unit Award as it, in its sole discretion, deems appropriate. 

**(iii**)**Payment**. A Restricted Stock Unit Award may be settled by the delivery of shares of Common Stock, their cash equivalent, any combination thereof or in any other form of consideration, as determined by the Board and contained in the RestrictedStock Unit Award Agreement. 

**(iv)****Additional Restrictions.**At the time of the grant of a Restricted Stock UnitAward, the Board, as it deems appropriate, may impose such restrictions or conditions that delay the delivery of the shares of Common Stock (or their cash equivalent) subject to a Restricted Stock Unit Award to a time after the vesting of suchRestricted Stock Unit Award. 

**(v)****Dividend Equivalents.**Dividend equivalents may be credited in respect ofshares of Common Stock covered by a Restricted Stock Unit Award, as determined by the Board and contained in the Restricted Stock Unit Award Agreement. At the sole discretion of the Board, such dividend equivalents may be converted into additionalshares of Common Stock covered by the Restricted Stock Unit Award in such manner as determined by the Board. Any additional shares covered by the Restricted Stock Unit Award credited by reason of such dividend equivalents will be subject to all ofthe same terms and conditions of the underlying Restricted Stock Unit Award Agreement to which they relate. 

**(vi)Termination of Participant’s Continuous Service.**Except as otherwise provided in the applicable Restricted Stock Unit Award Agreement, such portion of the Restricted Stock Unit Award that has not vested will be forfeited upon theParticipant’s termination of Continuous Service. 

**(c) Performance Awards.**

**(i)****Performance Stock Awards**. A Performance Stock Award is a Stock Award that may vest or be exercised contingent upon theattainment during a Performance Period of certain Performance Goals. A Performance Stock Award may, but need not, require the completion of a specified period of Continuous Service. The length of any Performance Period, the Performance Goals to beachieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by the Committee, in its sole discretion. The maximum number of shares covered by anAward that may be granted to any Participant in a calendar year attributable to Stock Awards described in this Section 6(c)(i) (whether the grant, vesting or exercise is contingent upon the attainment during a Performance Period of thePerformance Goals) shall not exceed 2,000,000 shares of Common Stock. The Board may provide for or, subject to such terms and conditions as the Board may specify, may permit a Participant to elect for, the payment of any Performance Stock Awardto be deferred to a specified date or event. In addition, to the extent permitted by applicable law and the applicable Award Agreement, the Board may determine that cash may be used in payment of Performance Stock Awards. 

 

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**(ii)****Performance Cash Awards**. A Performance Cash Award is a cash award thatmay be paid contingent upon the attainment during a Performance Period of certain Performance Goals. A Performance Cash Award may also require the completion of a specified period of Continuous Service. At the time of grant of a Performance CashAward, the length of any Performance Period, the Performance Goals to be achieved during the Performance Period, and the measure of whether and to what degree such Performance Goals have been attained shall be conclusively determined by theCommittee, in its sole discretion. In any calendar year, the Committee may not grant a Performance Cash Award that has a maximum value that may be paid to any Participant in excess of $2,000,000. The Board may provide for or, subject to such termsand conditions as the Board may specify, may permit a Participant to elect for, the payment of any Performance Cash Award to be deferred to a specified date or event. The Committee may specify the form of payment of Performance Cash Awards, whichmay be cash or other property, or may provide for a Participant to have the option for his or her Performance Cash Award, or such portion thereof as the Board may specify, to be paid in whole or in part in cash or other property. 

**(iii)****Section 162(m) Compliance**. Unless otherwise permitted in compliance with the requirements of Section 162(m)of the Code with respect to an Award intended to qualify as “performance-based compensation” thereunder, the Committee shall establish the Performance Goals applicable to, and the formula for calculating the amount payable under, the Awardno later than the earlier of (a) the date 90 days after the commencement of the applicable Performance Period, or (b) the date on which 25% of the Performance Period has elapsed, and in either event at a time when the achievement of theapplicable Performance Goals remains substantially uncertain. Prior to the payment of any compensation under an Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code, the Committee shallcertify the extent to which any Performance Goals and any other material terms under such Award have been satisfied (other than in cases where such relate solely to the increase in the value of the Common Stock). Notwithstanding satisfaction of anycompletion of any Performance Goals, to the extent specified at the time of grant of an Award to “covered employees” within the meaning of Section 162(m) of the Code, the number of Shares, Options, cash or other benefits granted,issued, retainable and/or vested under an Award on account of satisfaction of such Performance Goals may be reduced by the Committee on the basis of such further considerations as the Committee, in its sole discretion, shall determine. 

**(d)****Other Stock Awards**. Other forms of Stock Awards valued in whole or in part by reference to, or otherwise based on,Common Stock, including the appreciation in value thereof (e.g., options or stock rights with an exercise price or strike price less than 100% of the Fair Market Value of the Common Stock at the time of grant) may be granted either alone or inaddition to Stock Awards provided for under Section 5 and the preceding provisions of this Section 6. Subject to the provisions of the Plan, the Board shall have sole and complete authority to determine the persons to whom and the time ortimes at which such Other Stock Awards will be granted, the number of shares of Common Stock (or the cash equivalent thereof) to be granted pursuant to such Other Stock Awards and all other terms and conditions of such Other Stock Awards.

 
**7.****COVENANTSOFTHE COMPANY.**
**(a)****Availability of Shares.** During the terms of the Stock Awards, the Company shall keep available at all times the numberof shares of Common Stock reasonably required to satisfy such Stock Awards. 

**(b)****Securities Law Compliance.** TheCompany shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards;*provided, however*, that this undertaking shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, theCompany is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liabilityfor failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until 

 

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such authority is obtained. A Participant shall not be eligible for the grant of a Stock Award or the subsequent issuance of Common Stock pursuant to the Stock Award if such grant or issuancewould be in violation of any applicable securities law. 

**(c)****No Obligation to Notify or Minimize Taxes.**TheCompany shall have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such holder of a pendingtermination or expiration of a Stock Award or a possible period in which the Stock Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of a Stock Award to the holder of such Stock Award. 

 
**8.****MISCELLANEOUS.**
**(a)****Use of Proceeds from Sales of Common Stock.**Proceeds from the sale of shares of Common Stock pursuant to Stock Awardsshall constitute general funds of the Company. 

**(b)****Corporate Action Constituting Grant of Stock Awards.**Corporate action constituting a grant by the Company of a Stock Award to any Participant shall be deemed completed as of the date of such corporate action, unless otherwise determined by the Board, regardless of when the instrument, certificate, orletter evidencing the Stock Award is communicated to, or actually received or accepted by, the Participant. 

**(c)****Stockholder Rights.** No Participant shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares of Common Stock subject to such Stock Award unless and until (i) such Participant has satisfiedall requirements for exercise of the Stock Award pursuant to its terms, if applicable, and (ii) the issuance of the Common Stock subject to such Stock Award has been entered into the books and records of the Company. 

**(d)****No Employment or Other Service Rights.** Nothing in the Plan, any Stock Award Agreement or any other instrument executedthereunder or in connection with any Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Stock Award was granted or shall affect theright of the Company or an Affiliate to terminate (i) the employment of an Employee with or without notice and with or without cause, (ii) the service of a Consultant pursuant to the terms of such Consultant’s agreement with theCompany or an Affiliate, or (iii) the service of a Director pursuant to the Bylaws of the Company or an Affiliate, and any applicable provisions of the corporate law of the state in which the Company or the Affiliate is incorporated, as thecase may be. 

**(e)****Incentive Stock Option $100,000 Limitation.** To the extent that the aggregate Fair Market Value(determined at the time of grant) of Common Stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionholder during any calendar year (under all plans of the Company and any Affiliates) exceeds $100,000, theOptions or portions thereof that exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options, notwithstanding any contrary provision of the applicable Option Agreement(s). 

**(f)****Investment Assurances.** The Company may require a Participant, as a condition of exercising or acquiring Common Stockunder any Stock Award, (i) to give written assurances satisfactory to the Company as to the Participant’s knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to theCompany who is knowledgeable and experienced in financial and business matters and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (ii) togive written assurances satisfactory to the Company stating that the Participant is acquiring Common Stock subject to the Stock Award for the Participant’s own account and not with any present intention of selling or otherwise distributing theCommon Stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (A) the issuance of the shares upon the exercise or acquisition of Common Stock under the Stock Award has been

 

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registered under a then currently effective registration statement under the Securities Act, or (B) as to any particular requirement, a determination is made by counsel for the Company thatsuch requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary orappropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the Common Stock. 

**(g)****Withholding Obligations.** Unless prohibited by the terms of a Stock Award Agreement, the Company may, in its solediscretion, satisfy any federal, state or local tax withholding obligation relating to an Award by any of the following means or by a combination of such means: (i) causing the Participant to tender a cash payment; (ii) withholding sharesof Common Stock from the shares of Common Stock issued or otherwise issuable to the Participant in connection with the Award; *provided, however,*that no shares of Common Stock are withheld with a value exceeding the minimum amount of taxrequired to be withheld by law (or such lesser amount as may be necessary to avoid classification of the Stock Award as a liability for financial accounting purposes); (iii) withholding cash from an Award settled in cash; (iv) withholdingpayment from any amounts otherwise payable to the Participant; or (v) by such other method as may be set forth in the Award Agreement. 

**(h)****Electronic Delivery**. Any reference herein to a “written” agreement or document shall include any agreement ordocument delivered electronically or posted on the Company’s intranet (or other shared electronic medium controlled by the Company to which the Participant has access). 

**(i)****Deferrals.** To the extent permitted by applicable law, the Board, in its sole discretion, may determine that thedelivery of Common Stock or the payment of cash, upon the exercise, vesting or settlement of all or a portion of any Award may be deferred and may establish programs and procedures for deferral elections to be made by Participants. Deferrals byParticipants will be made in accordance with Section 409A of the Code. Consistent with Section 409A of the Code, the Board may provide for distributions while a Participant is still an employee or otherwise providing services to theCompany. The Board is authorized to make deferrals of Awards and determine when, and in what annual percentages, Participants may receive payments, including lump sum payments, following the Participant’s termination of Continuous Service, andimplement such other terms and conditions consistent with the provisions of the Plan and in accordance with applicable law. 

**(j)****Compliance with Section 409A.**To the extent that the Board determines that any Award granted hereunder is subjectto Section 409A of the Code, the Award Agreement evidencing such Award shall incorporate the terms and conditions necessary to avoid the consequences specified in Section 409A(a)(1) of the Code. To the extent applicable, the Plan and AwardAgreements shall be interpreted in accordance with Section 409A of the Code. Notwithstanding anything to the contrary in this Plan (and unless the Award Agreement specifically provides otherwise), if the Shares are publicly traded and aParticipant holding an Award that constitutes “deferred compensation” under Section 409A of the Code is a “specified employee” for purposes of Section 409A of the Code, no distribution or payment of any amount shall bemade upon a “separation from service” before a date that is six months following the date of such Participant’s “separation from service” (as defined in Section 409A of the Code without regard to alternative definitionsthereunder) or, if earlier, the date of the Participant’s death. 

 
**9.****ADJUSTMENTSUPON CHANGESIN COMMON STOCK; OTHERCORPORATE EVENTS.**
**(a)****Capitalization Adjustments**. In the eventof a Capitalization Adjustment, the Board shall appropriately and proportionately adjust: (i) the class(es) and maximum number of securities subject to the Plan pursuant to Section 3(a), (ii) the class(es) and maximum number ofsecurities that may be issued pursuant to the exercise of Incentive Stock Options pursuant to Section 3(d), (iii) the class(es) and maximum number of securities that may be awarded to any person pursuant to Sections 3(e) and 6(c)(i) , and(iv) the class(es) and number of securities and price per share of stock subject to outstanding Stock Awards. The Board shall make such adjustments, and its determination shall be final, binding and conclusive. 

 

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**(b)****Dissolution or Liquidation**. Except as otherwise provided in the StockAward Agreement, in the event of a dissolution or liquidation of the Company, all outstanding Stock Awards (other than Stock Awards consisting of vested and outstanding shares of Common Stock not subject to a forfeiture condition or theCompany’s right of repurchase) shall terminate immediately prior to the completion of such dissolution or liquidation, and the shares of Common Stock subject to the Company’s repurchase rights or subject to a forfeiture condition may berepurchased or reacquired by the Company notwithstanding the fact that the holder of such Stock Award is providing Continuous Service, *provided, however*, that the Board may, in its sole discretion, cause some or all Stock Awards to becomefully vested, exercisable and/or no longer subject to repurchase or forfeiture (to the extent such Stock Awards have not previously expired or terminated) before the dissolution or liquidation is completed but contingent on its completion.

**(c)****Corporate Transaction.** The following provisions shall apply to Stock Awards in the event of a CorporateTransaction unless otherwise provided in the instrument evidencing the Stock Award or any other written agreement between the Company or any Affiliate and the Participant or unless otherwise expressly provided by the Board at the time of grant of aStock Award. In the event of a Corporate Transaction, then, notwithstanding any other provision of the Plan, the Board shall take one or more of the following actions with respect to Stock Awards, contingent upon the closing or completion of theCorporate Transaction: 

**(i)** arrange for the surviving corporation or acquiring corporation (or the surviving oracquiring corporation’s parent company) to assume or continue the Stock Award or to substitute a similar stock award for the Stock Award (including, but not limited to, an award to acquire the same consideration paid to the stockholders of theCompany pursuant to the Corporate Transaction); 

**(ii)** arrange for the assignment of any reacquisition or repurchaserights held by the Company in respect of Common Stock issued pursuant to the Stock Award to the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company); 

**(iii)** accelerate the vesting of the Stock Award (and, if applicable, the time at which the Stock Award may be exercised) to a dateprior to the effective time of such Corporate Transaction as the Board shall determine (or, if the Board shall not determine such a date, to the date that is 5 days prior to the effective date of the Corporate Transaction), with such Stock Awardterminating if not exercised (if applicable) at or prior to the effective time of the Corporate Transaction; 

**(iv)**arrange for the lapse of any reacquisition or repurchase rights held by the Company with respect to the Stock Award; 

**(v)** cancel or arrange for the cancellation of the Stock Award, to the extent not vested or not exercised prior to the effectivetime of the Corporate Transaction, in exchange for such cash consideration, if any, as the Board, in its sole discretion, may consider appropriate; or 

**(vi)** make a payment, in such form as may be determined by the Board equal to the excess, if any, of (A) the value of theproperty the Participant would have received upon the exercise of the Stock Award, over (B) any exercise price payable by such holder in connection with such exercise. 

The Board need not take the same action or actions with respect to all Stock Awards or portions thereof or with respect to allParticipants. 

**(d)****Change in Control.** A Stock Award may be subject to additional acceleration of vesting andexercisability upon or after a Change in Control as may be provided in the Stock Award Agreement for such Stock Award or as may be provided in any other written agreement between the Company or any Affiliate and the Participant, but in the absenceof such provision, no such acceleration shall occur. 

 

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**10.****TERMINATIONOR SUSPENSIONOFTHE PLAN.**
**(a)****Plan Term.** The Board may suspend or terminate the Plan at any time. Unless terminated sooner by the Board, the Planshall automatically terminate on the day before the 10th anniversary of the earlier of (i) the date the Plan is adopted by the Board, or (ii) the date the Plan is approved by the stockholders of the Company. No Awards may be granted underthe Plan while the Plan is suspended or after it is terminated. 

**(b**) **No Impairment of Rights.** Suspension ortermination of the Plan shall not impair rights and obligations under any Award granted while the Plan is in effect except with the written consent of the affected Participant. 

 
**11.****EFFECTIVE DATEOF PLAN.**
This Plan shall become effective on the Effective Date. 

 
**12.****CHOICEOF LAW.**
The laws of the State of California shall govern all questions concerning the construction, validity and interpretation of this Plan,without regard to that state’s conflict of laws rules. 

**13.    DEFINITIONS.** As used in thePlan, the following definitions shall apply to the capitalized terms indicated below:****

**(a)**“***Affiliate***” means, at the time of determination, any “parent” or “subsidiary” of the Company as such terms are defined in Rule 405 of the Securities Act. The Board shall have the authority to determine thetime or times at which “parent” or “subsidiary” status is determined within the foregoing definition. 

**(b)** “***Award***” means a Stock Award or a Performance Cash Award. 

**(c)** “***Award Agreement***” means a written agreement between the Company and a Participant evidencing the termsand conditions of an Award. 

**(d**) “***Board***” means the Board of Directors of the Company.

**(e)** “***Capitalization Adjustment***” means any change that is made in, or other events that occurwith respect to, the Common Stock subject to the Plan or subject to any Stock Award after the Effective Date without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stockdividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or any similar equity restructuring transaction, as thatterm is used in Statement of Financial Accounting Standards No. 123 (revised). Notwithstanding the foregoing, the conversion of any convertible securities of the Company shall not be treated as a Capitalization Adjustment. 

**(f)**“***Cause***” shall have the meaning ascribed to such term in any written agreement between the Participantand the Company defining such term and, in the absence of such an agreement, such term shall mean, with respect to a Participant, the occurrence of any of the following events: (i) such Participant’s attempted commission of, orparticipation in, a fraud or act of dishonesty against the Company; (ii) such Participant’s intentional, material violation of any contract or agreement between the Participant and the Company or of any statutory duty owed to the Company;(iii) such Participant’s unauthorized use or disclosure of the Company’s confidential information or trade secrets; (iv) such Participant’s gross negligence or gross misconduct; (v) such Participant’s materialfailure to competently perform his/her assigned duties for the Company; (vi) sustained poor performance of any material aspect of the Participant’s duties or obligations; or (viii) Participant’s conviction of, or the entry of apleading of guilty or nolo contendere by Participant to, any crime involving moral turpitude or 

 

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any felony. The determination that a termination of the Participant’s Continuous Service is either for Cause or without Cause shall be made by the Company, in its sole discretion. Anydetermination by the Company that the Continuous Service of a Participant was terminated with or without Cause for the purposes of outstanding Awards held by such Participant shall have no effect upon any determination of the rights or obligationsof the Company or such Participant for any other purpose. 

**(g**) ***“Change in Control”*** means theoccurrence, in a single transaction or in a series of related transactions, of any one or more of the following events: 

**(i)** any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than 50% ofthe combined voting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction. Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on accountof the acquisition of securities of the Company by an investor, any affiliate thereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactions the primary purpose of which is toobtain financing for the Company through the issuance of equity securities or (B) solely because the level of Ownership held by any Exchange Act Person (the “***Subject Person***”) exceeds the designated percentage thresholdof the outstanding voting securities as a result of a repurchase or other acquisition of voting securities by the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operation of thissentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the Subject Person becomes the Owner of any additional voting securities that, assuming the repurchase or other acquisition had notoccurred, increases the percentage of the then outstanding voting securities Owned by the Subject Person over the designated percentage threshold, then a Change in Control shall be deemed to occur; 

**(ii)** there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and,immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, either (A) outstanding voting securities representing morethan 50% of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or (B) more than 50% of the combined outstanding voting power of the parent of the surviving Entity in such merger,consolidation or similar transaction, in each case in substantially the same proportions as their Ownership of the outstanding voting securities of the Company immediately prior to such transaction; 

**(iii)** the stockholders of the Company approve or the Board approves a plan of complete dissolution or liquidation of the Company,or a complete dissolution or liquidation of the Company shall otherwise occur; 

**(iv)** there is consummated a sale,lease, exclusive and worldwide license, or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of theconsolidated assets of the Company and its Subsidiaries to an Entity, more than 50% of the combined voting power of the voting securities of which are Owned by stockholders of the Company in substantially the same proportions as their Ownership ofthe outstanding voting securities of the Company immediately prior to such sale, lease, license or other disposition; or 

**(v)** individuals who, on the date this Plan is adopted by the Board, are members of the Board (the ***“IncumbentBoard”***) cease for any reason to constitute at least a majority of the members of the Board; *provided, however,* that if the appointment or election (or nomination for election) of any new Board member was approved or recommendedby a majority vote of the members of the Incumbent Board then still in office, such new member shall, for purposes of this Plan, be considered as a member of the Incumbent Board. 

Notwithstanding the foregoing or any other provision of this Plan, (A) the term Change in Control shall not include a sale ofassets, merger or other transaction effected exclusively for the purpose of changing the domicile of the Company. 

 

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**(h)** “***Code***” means the Internal Revenue Code of 1986, asamended, including any applicable regulations and guidance thereunder. 

**(i)** “***Committee***” means acommittee of one or more Directors to whom authority has been delegated by the Board in accordance with Section 2(c). 

**(j)** “***Common Stock***” means the common stock of the Company. 

**(k)** “***Company***” means ACADIA Pharmaceuticals Inc., a Delaware corporation. 

**(l)** “***Consultant***” means any person, including an advisor, who is (i) engaged by the Company or anAffiliate to render consulting or advisory services and is compensated for such services, or (ii) serving as a member of the board of directors of an Affiliate and is compensated for such services. However, service solely as a Director, orpayment of a fee for such service, shall not cause a Director to be considered a “Consultant” for purposes of the Plan. Notwithstanding the foregoing, a person is treated as a Consultant under this Plan only if a Form S-8 RegistrationStatement under the Securities Act is available to register the sale of the Company’s securities to such person. 

**(m)** “***Continuous Service***” means that the Participant’s service with the Company or an Affiliate,whether as an Employee, Director or Consultant, is not interrupted or terminated. A change in the capacity in which the Participant renders service to the Company or an Affiliate as an Employee, Consultant or Director or a change in the entity forwhich the Participant renders such service, provided that there is no interruption or termination of the Participant’s service with the Company or an Affiliate, shall not terminate a Participant’s Continuous Service; *provided, however,*if the Entity for which a Participant is rendering services ceases to qualify as an Affiliate, as determined by the Board, in its sole discretion, such Participant’s Continuous Service shall be considered to have terminated on the date suchEntity ceases to qualify as an Affiliate. To the extent permitted by law, the Board or the chief executive officer of the Company, in that party’s sole discretion, may determine whether Continuous Service shall be considered interrupted in thecase of (i) any leave of absence approved by the Board or chief executive officer, including sick leave, military leave or any other personal leave, or (ii) transfers between the Company, an Affiliate, or their successors. Notwithstandingthe foregoing, a leave of absence shall be treated as Continuous Service for purposes of vesting in a Stock Award only to such extent as may be provided in the Company’s leave of absence policy, in the written terms of any leave of absenceagreement or policy applicable to the Participant, or as otherwise required by law. 

**(n**) ***“CorporateTransaction”*** means the consummation, in a single transaction or in a series of related transactions, of any one or more of the following events: 

**(i)** a sale or other disposition of all or substantially all, as determined by the Board in its discretion, of the consolidatedassets of the Company and its Subsidiaries; 

**(ii)** a sale or other disposition of at least 90% of the outstandingsecurities of the Company; 

**(iii)** a merger, consolidation or similar transaction following which the Company is not thesurviving corporation; or 

**(iv**) a merger, consolidation or similar transaction following which the Company is thesurviving corporation but the shares of Common Stock outstanding immediately preceding the merger, consolidation or similar transaction are converted or exchanged by virtue of the merger, consolidation or similar transaction into other property,whether in the form of securities, cash or otherwise. 

**(o**) “***Covered Employee***” shall have themeaning provided in Section 162(m)(3) of the Code. 

**(p)** “***Director***” means a member of theBoard. 

 

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**(q)** “***Disabilit******y***” means, with respect to aParticipant, the inability of such Participant to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expected tolast for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) and 409A(a)(2)(c)(i) of the Code, and shall be determined by the Board on the basis of such medical evidence as the Board deems warranted under thecircumstances. 

**(r)** “***Effective Date***” means the effective date of this Plan document, which isthe date of the annual meeting of stockholders of the Company held in 2010 provided this Plan is approved by the Company’s stockholders at such meeting. 

**(s)** “***Employee***” means any person employed by the Company or an Affiliate. However, service solely as aDirector, or payment of a fee for such services, shall not cause a Director to be considered an “Employee” for purposes of the Plan. 

**(t)** “***Entity***” means a corporation, partnership, limited liability company or other entity. 

**(u)** “***Exchange Act***” means the Securities Exchange Act of 1934, as amended, and the rules and regulationspromulgated thereunder. 

**(v**) “***Exchange Act Person***” means any natural person, Entity or“group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that “Exchange Act Person” shall not include (i) the Company or any Subsidiary of the Company, (ii) any employee benefit plan ofthe Company or any Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (iii) an underwriter temporarily holding securities pursuant to aregistered public offering of such securities, (iv) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company; or (v) any natural person,Entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act) that, as of the Effective Date, is the Owner, directly or indirectly, of securities of the Company representing more than 50% of the combined votingpower of the Company’s then outstanding securities. 

**(w**) “***Fair Market Value***” means, as ofany date, the value of the Common Stock determined as follows: 

**(i)** If the Common Stock is listed on any establishedstock exchange or traded on any established market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock as quoted on such exchange or market on the date of determination, or the next market trading day ifsuch date of determination is not a market trading day, as reported in *The Wall Street Journal* or such other source the Board deems reliable. 

**(ii**) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined by the Board in good faith andin a manner that complies with Sections 409A and 422 of the Code. 

**(x)** “***Incentive Stock Option***”means an option granted pursuant to Section 5 of the Plan that is intended to be, and qualifies as, an “incentive stock option” within the meaning of Section 422 of the Code. 

**(y)** “***Non-Employee Director***” means a Director who either (i) is not a current employee or officer ofthe Company or an Affiliate, does not receive compensation, either directly or indirectly, from the Company or an Affiliate for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to whichdisclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act (“***Regulation S-K***”)), does not possess an interest in any other transaction for which disclosure would berequired under Item 404(a) of Regulation S-K, and is not engaged in a business relationship for which disclosure would be required pursuant to Item 404(b) of Regulation S-K; or (ii) is otherwise considered a “non-employeedirector” for purposes of Rule 16b-3. 

 

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**(z)** “***Nonstatutory Stock Option***” means any option grantedpursuant to Section 5 of the Plan that does not qualify as an Incentive Stock Option. 

**(aa**)“***Officer***” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act. 

**(bb)** “***Option***” means an Incentive Stock Option or a Nonstatutory Stock Option to purchase shares of CommonStock granted pursuant to the Plan. 

**(cc)** “***Option Agreement***” means a written agreement betweenthe Company and an Optionholder evidencing the terms and conditions of an Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan. 

**(dd)** “***Optionholder***” means a person to whom an Option is granted pursuant to the Plan or, if applicable,such other person who holds an outstanding Option. 

**(ee)** “***Other Stock Award***” means an awardbased in whole or in part by reference to the Common Stock which is granted pursuant to the terms and conditions of Section 6(d). 

**(ff)** “***Other Stock Award Agreement***” means a written agreement between the Company and a holder of an OtherStock Award evidencing the terms and conditions of an Other Stock Award grant. Each Other Stock Award Agreement shall be subject to the terms and conditions of the Plan. 

**(gg)** “***Outside Director***” means a Director who either (i) is not a current employee of the Company oran “affiliated corporation” (within the meaning of Treasury Regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an “affiliated corporation” who receives compensation forprior services (other than benefits under a tax-qualified retirement plan) during the taxable year, has not been an officer of the Company or an “affiliated corporation,” and does not receive remuneration from the Company or an“affiliated corporation,” either directly or indirectly, in any capacity other than as a Director, or (ii) is otherwise considered an “outside director” for purposes of Section 162(m) of the Code. 

**(hh)** “***Own,***” “***Owned,***” “***Owner,***”“***Ownership***”****A person or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person or Entity, directlyor indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities. 

**(ii)** “***Participant***” means a person to whom an Award is granted pursuant to the Plan or, if applicable, suchother person who holds an outstanding Stock Award. 

**(jj)** “***Performance Cash Award***” means anaward of cash granted pursuant to the terms and conditions of Section 6(c)(ii). 

**(kk**) “***PerformanceCriteria***” means the one or more criteria that the Board shall select for purposes of establishing the Performance Goals for a Performance Period. The Performance Criteria that shall be used to establish such Performance Goals may bebased on any one of, or combination of, the following as determined by the Board: (i) the attainment of certain target levels of, or a specified percentage increase in, revenues, earnings, income before taxes and extraordinary items, netincome, operating income, earnings before income tax, earnings before interest, taxes, depreciation and amortization or a combination of any or all of the foregoing; (ii) the attainment of certain target levels of, or a percentage increase in,after-tax or pre-tax profits including, without limitation, that attributable to continuing and/or other operations; (iii) the attainment of certain target levels of, or a specified increase in, operational cash flow; (iv) the achievementof a certain level of, reduction of, or other specified objectives with regard to limiting the level of increase in, all or a portion of, the Company’s 

 

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bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of such cash balances and/or other offsets andadjustments as may be established by the Committee; (v) earnings per share or the attainment of a specified percentage increase in earnings per share or earnings per share from continuing operations; (vi) the attainment of certain targetlevels of, or a specified increase in return on capital employed or return on invested capital; (vii) the attainment of certain target levels of, or a percentage increase in, after-tax or pre-tax return on stockholders’ equity;(viii) the attainment of certain target levels of, or a specified increase in, economic value added targets based on a cash flow return on investment formula; (ix) the attainment of certain target levels in, or specified increases in, thefair market value of the shares of the Company’s common stock; (x) the growth in the value of an investment in the Company’s common stock; (xi) the attainment of a certain level of, reduction of, or other specified objectiveswith regard to limiting the level in or increase in, all or a portion of controllable expenses or costs or other expenses or costs; (xii) gross or net sales, revenue and growth of sales revenue (either before or after cost of goods, selling andgeneral administrative expenses, research and development expenses and any other expenses or interest); (xiii) total stockholder return; (xiv) return on assets or net assets; (xv) return on sales; (xvi) operating profit or netoperating profit; (xvii) operating margin; (xviii) gross or net profit margin; (xix) cost reductions or savings; (xx) productivity; (xxi) operating efficiency; (xxii) working capital; or (xxiii) market share;(xxiv) customer satisfaction; (xxv) workforce diversity; (xxvi) results of clinical trials; (xxvii) acceptance of a new drug application by a regulatory body; (xxviii) regulatory body approval for commercialization of aproduct; (xxix) launch of a new drug; (xxx) completion of out-licensing, in-licensing or disposition of product candidates or other acquisition or disposition projects; and (xxxi) to the extent that an Award is not intended to complywith Section 162(m) of the Code, other measures of performance selected by the Board. 

**(ll)**“***Performance Goals***” means, for a Performance Period, the one or more goals established by the Board for the Performance Period based upon the Performance Criteria. Performance Goals may be based on a Company-wide basis, withrespect to one or more business units, divisions, Affiliates, or business segments, and in either absolute terms or relative to the performance of one or more comparable companies or the performance of one or more relevant indices. Unless specifiedotherwise by the Board (i) in the Award Agreement at the time the Award is granted or (ii) in such other document setting forth the Performance Goals at the time the Performance Goals are established, the Board shall appropriately makeadjustments in the method of calculating the attainment of Performance Goals for a Performance Period as follows: (1) to exclude restructuring and/or other nonrecurring charges; (2) to exclude exchange rate effects, as applicable, fornon-U.S. dollar denominated Performance Goals; (3) to exclude the effects of changes to generally accepted accounting principles; (4) to exclude the effects of any statutory adjustments to corporate tax rates; and (5) to exclude theeffects of any “extraordinary items” as determined under generally accepted accounting principles. In addition, the Board retains the discretion to reduce or eliminate the compensation or economic benefit due upon attainment of PerformanceGoals and to define the manner of calculating the Performance Criteria it selects to use for such Performance Period. Partial achievement of the specified criteria may result in the payment or vesting corresponding to the degree of achievement asspecified in the Stock Award Agreement or the written terms of a Performance Cash Award. 

**(mm)** “***PerformancePeriod***” means the period of time selected by the Board over which the attainment of one or more Performance Goals will be measured for the purpose of determining a Participant’s right to and the payment of a Stock Award or aPerformance Cash Award. Performance Periods may be of varying and overlapping duration, at the sole discretion of the Board. 

**(nn)**“***Performance Stock Award***” means a Stock Award granted under the terms and conditions ofSection 6(c)(i). 

**(oo)** “***Plan***” means this ACADIA Pharmaceuticals Inc. 2010 Equity IncentivePlan. 

**(pp)** “***Restricted Stock Award***” means an award of shares of Common Stock which is grantedpursuant to the terms and conditions of Section 6(a). 

 

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**(qq)** “***Restricted Stock Award Agreement***” means a writtenagreement between the Company and a holder of a Restricted Stock Award evidencing the terms and conditions of a Restricted Stock Award grant. Each Restricted Stock Award Agreement shall be subject to the terms and conditions of the Plan. 

**(rr)** “***Restricted Stock Unit Award***” means a right to receive shares of Common Stock which is grantedpursuant to the terms and conditions of Section 6(b). 

**(ss)** “***Restricted Stock Unit AwardAgreement***” means a written agreement between the Company and a holder of a Restricted Stock Unit Award evidencing the terms and conditions of a Restricted Stock Unit Award grant. Each Restricted Stock Unit Award Agreement shall besubject to the terms and conditions of the Plan. 

**(tt)** “***Rule 16b-3***” means Rule 16b-3promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time. 

**(uu)**“***Securities Act***” means the Securities Act of 1933, as amended. 

**(vv)** “***StockAppreciation Right***” or “***SAR***” means a right to receive the appreciation on Common Stock that is granted pursuant to the terms and conditions of Section 5. 

**(ww)** “***Stock Appreciation Right Agreement***” means a written agreement between the Company and a holder of aStock Appreciation Right evidencing the terms and conditions of a Stock Appreciation Right grant. Each Stock Appreciation Right Agreement shall be subject to the terms and conditions of the Plan. 

**(xx)** “***Stock Award***” means any right to receive Common Stock granted under the Plan, including an IncentiveStock Option, a Nonstatutory Stock Option, a Restricted Stock Award, a Restricted Stock Unit Award, a Stock Appreciation Right, a Performance Stock Award or any Other Stock Award. 

**(yy)** “***Stock Award Agreement***” means a written agreement between the Company and a Participant evidencingthe terms and conditions of a Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan. 

**(zz)** “***Subsidiary***” means, with respect to the Company, (i) any corporation of which more than 50% ofthe outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might havevoting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership, limited liability company or other entity in which the Company has a direct or indirect interest(whether in the form of voting or participation in profits or capital contribution) of more than 50%. 

**(aaa)**“***Ten Percent Stockholder***” means a person who Owns (or is deemed to Own pursuant to Section 424(d) of the Code) stock possessing more than 10% of the total combined voting power of all classes of stock of the Company orany Affiliate. 

 

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