EX-10.1



 Exhibit 10.1 

EXECUTIVE EMPLOYMENT AGREEMENT 

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of July 15, 2014 by and between
ACADIA Pharmaceuticals Inc., a Delaware Corporation (the “Company”), and Stephen R. Davis (“EXECUTIVE”). The Company and EXECUTIVE are hereinafter collectively referred to as the “Parties”, and individually referred to
each as a “Party”. 
 RECITALS 

A. WHEREAS, the Company desires to retain EXECUTIVE’s experience, skills, abilities, background and knowledge on the terms and conditions
set forth in this Agreement; and 
 B. WHEREAS, EXECUTIVE desires to be in the employment of the Company, and is willing to perform such
employment on the terms and conditions set forth in this Agreement. 
 AGREEMENT 

In consideration of the foregoing promises and the mutual covenants herein contained, and for the other good and valuable consideration, the
Parties, intending to be legally bound, agree as follows: 
  

	1.	Employment. 

 1.1 The Company hereby employs EXECUTIVE, and EXECUTIVE hereby accepts
employment by the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and shall be an at-will employee. 

1.2 EXECUTIVE shall serve as Executive Vice President, Chief Financial Officer and Chief Business Officer of the Company, and shall have the
normal duties, responsibilities and authority of such office, unless otherwise determined from time to time by the Company’s Board of Directors. EXECUTIVE shall do and perform all services, acts, or responsibilities necessary or advisable to
carry out the job duties of Executive Vice President, Chief Financial Officer and Chief Business Officer of the Company as assigned by the Company, provided, however, that at all times during his employment EXECUTIVE shall be subject to the
direction and policies from time to time established by the Board of Directors of the Company. 
  

	2.	Loyal and Conscientious Performance. 

 2.1 During his employment with the Company,
EXECUTIVE shall devote sufficient energy, abilities and productive time to the proper and efficient performance of this Agreement necessary to properly carry out the duties of Executive Vice President Chief Financial Officer and Chief Business
Officer of the Company. 








	3.	Compensation. 

 3.1 Beginning with the Effective Date of this Agreement, Company shall
pay EXECUTIVE a salary (the “Base Salary”) of $415,000 per year, payable twice monthly in accordance with the Company’s normal payroll practices. The Base Salary may be subject to annual increases by the Company’s Board of
Directors (the “Board”) based on any recommendations from the Compensation Committee (the “Compensation Committee”) of the Board. 

3.2 In connection with this Agreement, EXECUTIVE shall also receive from the Company a stock option granting EXECUTIVE the right to purchase
320,000 shares of the Company’s common stock under the Company’s 2010 Equity Incentive Plan (the “2010 Plan”) at the fair market value, as determined in accordance with the terms of the 2010 Plan. The terms and conditions of this
grant of stock option shall be set forth in a separate stock option agreement. 
 3.3 In addition to the Base Salary payable to EXECUTIVE
hereunder, the EXECUTIVE shall be entitled to the following benefits: 
 3.3.1 All benefits to which all other executive officers of the
Company generally are entitled as determined by the Company’s Board of Directors, on terms comparable thereto, including but not limited to, participation in any and all 401(k) plans, bonus and incentive payment programs, group life insurance
policies and plans, medical, health, dental and disability insurance policies and plans, and the like, which may be maintained by the Company for the benefit of its Executive officers. 

3.3.2 EXECUTIVE’s target bonus shall be 40% of Base Salary. The actual annual bonus, if any, will be determined by the Board following a
recommendation from the Compensation Committee based on the EXECUTIVE’s and the Company’s performance for the prior year and shall range from 0-150% of the target bonus. The bonus for 2014, if any, will be prorated based on your time at
the Company in 2014. You must be an employee of the Company on the date upon which bonuses are paid to be eligible for such a bonus. You will not receive a prorated bonus in the event you resign or are terminated prior to the date upon which bonuses
are paid. The Board, based on recommendations from the Compensation Committee, shall have the right to change the EXECUTIVE’s target bonus. 

3.3.3 Twenty (20) days of vacation per year, which shall accrue monthly beginning with the effective date of this Agreement consistent
with the Company’s policies. If the EXECUTIVE does not utilize the entire twenty (20) days of annual vacation in a given year, he may carry over days to the extent permitted under the Company’s policies. 

3.4 The Company shall reimburse EXECUTIVE for all reasonable out-of-pocket expenses incurred by him in the course of performing his duties
under this Agreement, which are consistent with the Company’s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company’s requirements with respect to reporting and
documentation of such expenses pursuant to Company policy. 

  
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 3.5 All of EXECUTIVE’s compensation shall be subject to customary federal and state
withholding taxes and any other employment taxes as are commonly required to be collected or withheld by the Company. 
 3.6 Change of
Control. You will be eligible to participate in the Company’s Change in Control Severance Benefit Plan. Your participation agreement for that plan will be provided separately. 

 

	4.	Termination. 

 4.1 Termination for Cause. The Company shall terminate this
Agreement for Cause (as defined herein) by delivery of written notice to EXECUTIVE specifying the cause or causes relied upon for such termination. If EXECUTIVE’s employment under this Agreement is terminated by the Company for Cause before the
last day of any calendar month, EXECUTIVE shall be entitled to receive as compensation for such calendar month, only the Base Salary set forth in Section 4.1 prorated to the date of termination on the basis of a 30-day calendar month. Grounds
for the Company to terminate this Agreement for “Cause” shall include only the occurrence of any of the following events: 
 4.1.1
EXECUTIVE’s willful misconduct or gross negligence in the performance of his duties hereunder; 
 4.1.2 EXECUTIVE’s willful
failure or refusal to perform in the usual manner at the usual time those duties which he regularly and routinely performs in connection with the business of the Company or such other duties reasonably related to the capacity in which he is employed
hereunder which may be assigned to him by the Board of Directors of the Company, if such failure or refusal has not been substantially cured to the satisfaction of the Board of Directors within thirty (30) days after written notice of such
failure or refusal has been given by the Company to EXECUTIVE; 
 4.1.3 EXECUTIVE’s performance of any action when specifically and
reasonably instructed not to do so by the Board of Directors of the Company; 
 4.1.4 EXECUTIVE engaging or in any manner participating in
any activity which is directly competitive with or intentionally injurious to the Company; 
 4.1.5 EXECUTIVE’s commission of any fraud
against the Company or use or appropriation for his personal use or benefit of any funds or properties of the Company not authorized by the Board of Directors to be so used or appropriated; or 

4.1.6 EXECUTIVE’s conviction of any crime involving moral turpitude. 

For this purpose of this definition, no act or failure to act by the EXECUTIVE shall be considered “willful” or “grossly
negligent” if the EXECUTIVE acted (or failed to act) in good faith with the reasonable belief that his actions or omission was in the Company’s best interest. 

  
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 Any notice of termination given pursuant to Section 5.1 shall effect termination as of the
date specified in such notice, or in the event no such date is specified, on the last day of the month in which such notice is delivered. 

4.2 Termination Without Cause. The Company may voluntarily terminate this Agreement without Cause by giving written notice to
EXECUTIVE. Any such notice shall specify the exact date of termination (the “Termination Date”). If EXECUTIVE’s employment under this Agreement is terminated by the Company without Cause (as defined herein), EXECUTIVE shall be
entitled to receive a) his Base Salary and health insurance coverage, both at a rate existing at the date of termination for an additional twelve (12) months after the Termination Date. All Base Salary payments shall be paid over time in
accordance with the Company’s general payroll practices, as and when such Base Salary would have been paid had EXECUTIVE’s employment not terminated; and b) any business expenses which are properly owing to the EXECUTIVE through the date
of termination. The EXECUTIVE shall not be under any obligation to mitigate the Company’s obligation by securing other employment or otherwise. 

4.2.1 EXECUTIVE may voluntarily terminate this Agreement upon written notice of such termination submitted to the Chief Executive Officer or
the Board of Directors, and in such event EXECUTIVE shall be entitled to receive all amounts due to him through the date of termination. 

4.3 This Employment Agreement is a personal services contract whereby the Company is engaging the services of EXECUTIVE. By entering into this
Agreement, the Company is relying on EXECUTIVE performing his services for the Company throughout the entire term of this Agreement. 
  

	5.	Death or Disability During the Term of Employment. 

 5.1 This Agreement shall terminate
without notice upon the date of EXECUTIVE’s death or the date when EXECUTIVE becomes “completely disabled” as that term is defined in Section 5.4. 

5.2 In the event of EXECUTIVE’s death, all rights of EXECUTIVE to compensation hereunder shall automatically terminate immediately upon
his death, except that EXECUTIVE’s heirs, personal representatives or estate shall be entitled to any unpaid portion of his salary and accrued benefits earned up to the date of his death. 

5.3 In the event EXECUTIVE is disabled, EXECUTIVE shall be entitled to receive such disability benefits as would apply to other executive
officers in the Company, subject to the terms and conditions of any such Company disability program. 
 5.4 The term “completely
disabled” as used in this Agreement shall mean the inability of EXECUTIVE to perform his duties under this Agreement because he has become permanently disabled within the meaning of any policy and disability income insurance covering Executives
of the Company then in force. In the event the Company has no policy of disability income insurance covering Executives of the Company in force when EXECUTIVE becomes disabled, the term “completely disabled” shall mean the inability of
EXECUTIVE to perform his normal 

  
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and customary duties under this Agreement for a total of four (4) consecutive months by reason of any incapacity, physical or mental, based upon medical advice or an opinion provided by a
licensed physician acceptable to the Board of Directors of the Company, determines to have incapacitated EXECUTIVE from satisfactorily performing all of his usual services for the Company during the foreseeable future. The action of the Board of
Directors of the Company shall be final and binding and the date such action is taken shall be the date of such complete disability for purposes of this Agreement, and upon such date this Agreement shall become null and void and of no further force
and effect. 
  

	6.	Assignment and Binding Effect. 

 6.1 This Agreement shall be binding upon and inure to
the benefit of EXECUTIVE and EXECUTIVE’s heirs, executors, administrators, estate, beneficiaries, and legal representatives. Neither this Agreement nor any rights or obligations under this Agreement shall be assignable by either party without
the prior express written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the Company and its successors, assigns and legal representatives. 

 

	7.	Notices. 

 7.1 All notices or demands of any kind required or permitted to be given by
the Company or EXECUTIVE under this Agreement shall be given in writing and shall be personally delivered (and receipted for) or sent by facsimile (with confirmation of receipt), or sent by recognized commercial overnight courier, or mailed by
certified mail, return receipt requested, postage prepaid, addressed as follows: 
 If to the Company: 

Attention: Human Resources 

ACADIA Pharmaceuticals Inc. 

11085 Torreyana Road, Suite 100 

San Diego, CA 92121 

Fax 858-558-2872 
 If to
EXECUTIVE: 
 At the then-current address on file with Human Resources. 

Any such written notice shall be deemed received when personally delivered or upon receipt in the event of facsimile or overnight courier, or
three (3) days after its deposit in the United States mail by certified mail as specified above. Either Party may change its address for notices by giving notice to the other Party in the manner specified in this section. 

 

	8.	Choice of Law. 

 8.1 This Agreement is made in San Diego, California. This Agreement
shall be construed and interpreted in accordance with the internal laws of the State of California. Each of 

  
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the parties hereto agree to the exclusive jurisdiction of the state and federal courts located in the State of California for any and all actions between the parties. Any controversy or claim
arising out of or relating to this Agreement or breach thereof, whether involving remedies at law or in equity, shall be adjudicated in San Diego County, California. 
  

	9.	Integration. 

 9.1 This Agreement contains the entire agreement of the parties relating
to the subject matter of this Agreement, and supersedes all prior oral and written employment agreements or arrangements between the Parties. This Agreement cannot be amended or modified except by a written agreement signed by EXECUTIVE and the
Company. 
  

	10.	Waiver. 

 10.1 No term, covenant or condition of this Agreement or any breach thereof
shall be deemed waived, except with the written consent of the Party against whom the waiver is claimed, and any waiver of any such term, covenant, condition or breach shall not be deemed to be a waiver of any preceding or succeeding breach of the
same or any other term, covenant, condition or breach. No failure to exercise, delay in exercising, or single or partial exercise of any right, power or remedy by either party hereto shall constitute a waiver thereof or shall preclude any other or
further exercise of the same or any other right, power or remedy. 
  

	11.	Severability. 

 11.1 The unenforceability, invalidity, or illegality of any provision of
this Agreement shall not render any other provision of this Agreement unenforceable, invalid or illegal. 
  

	12.	Interpretation; Construction. 

 12.1 The headings set forth in this Agreement are for
convenience only and shall not be used in interpreting this Agreement. The Parties acknowledge that each Party and its counsel has reviewed and revised, or had an opportunity to review and revise, this Agreement, and the normal rule of construction
to the effect any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. 
  

	13.	Attorneys’ Fees. 

 13.1 In any controversy or claim arising out of or relating to
this Agreement or the breach thereof, which results in legal action, proceeding or arbitration, the prevailing party in such action, as determined by the court or arbitrator, shall be entitled to recover reasonable attorneys’ fees and costs
incurred in such action. 
  

	14.	Counterparts. 

 14.1 This Agreement may be executed in any number of counterparts, each
of which when so executed and delivered shall together constitute an original thereof. 

  
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	15.	Representations and Warranties. 

 15.1 EXECUTIVE represents and warrants that he is not
restricted or prohibited, contractually or otherwise, from entering into and performing each of the terms and covenants contained in this Agreement, and that his execution and performance of this Agreement will not violate or breach any other
agreement between EXECUTIVE and any other person or entity. EXECUTIVE affirms that he has no agreement with any other party that would preclude his compliance with any obligations under this Agreement. 

15.2 Preservation of Property. EXECUTIVE will exercise reasonable care, consistent with good business judgment to preserve in good
working order, subject to reasonable wear and tear from authorized usage, and to prevent loss of, any equipment, instruments or accessories of the Company in his custody for the purpose of conducting the business of the Company. Upon request,
EXECUTIVE will promptly surrender the same to the Company at the conclusion of his employment, or if not surrendered, EXECUTIVE will account to the Company to its reasonable satisfaction as to the present location of all such instruments or
accessories and the business purpose for their placement at such location. At the conclusion of EXECUTIVE’s employment with the Company, he agrees to return such instruments or accessories to the Company or to account for same to the
Company’s reasonable satisfaction. 
 16. Arbitration. Any controversy or claim arising out or relating to this Agreement, or the breach
hereof, or arising out of or relating to the rights, duties or obligations of the Company or of EXECUTIVE shall be settled by binding arbitration conducted in San Diego County, California in accordance with, and by an arbitrator appointed pursuant
to the rules of the American Arbitration Association in effect at the time, and the judgment upon the award rendered pursuant thereto shall be in writing and may be entered in any court having jurisdiction, and all rights or remedies of the Company
and of the Executive to the contrary are hereby expressly waived. The Company shall pay the arbitration fees and costs for such arbitrator. 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. 

 

							
	ACADIA Pharmaceuticals Inc.	 		 	EXECUTIVE:
				
	By:	 	 /s/ Glenn F. Baity
	 		 	 /s/ Stephen R. Davis

	Name:	 	Glenn F. Baity	 		 	STEPHEN R. DAVIS
	Title:	 	Vice President & General Counsel	 		 	


  
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