Exhibit 10.3
Acadia Pharmaceuticals Inc.
Performance Stock Unit Grant Notice
(2010 Equity Incentive Plan, as Amended)
Acadia Pharmaceuticals Inc. (the “Company”), pursuant to its 2010 Equity Incentive Plan, as amended (the “Plan”), hereby awards to Participant a Performance Stock Unit Award for the number of shares of the Company’s Common Stock (“Performance Stock Units”) set forth below (the “Award”). The Award is subject to all of the terms and conditions as set forth in this notice of grant (this “Performance Stock Unit Grant Notice”), and in the Plan and the Performance Stock Unit Award Agreement (the “Award Agreement”), both of which are attached hereto and incorporated herein in their entirety. Capitalized terms not explicitly defined herein shall have the meanings set forth in the Plan or the Award Agreement. In the event of any conflict between the terms in this Performance Stock Unit Grant Notice or the Award Agreement and the Plan, the terms of the Plan shall control.
Participant: | %%FIRST_NAME%-% %%LAST_NAME%-% |
Date of Grant: | %%OPTION_DATE,’Month DD, YYYY’%-% |
Vesting Commencement Date: | %%VEST_BASE_DATE, ’Month DD, YYYY’%-% |
Number of Performance Stock Units | %%TOTAL_SHARES_GRANTED,’999,999,999’%-% |
Vesting Schedule: Subject to the Participant’s Continuous Service through each such date, this Award will vest as described in Exhibit A hereto.
Issuance Schedule: Subject to any Capitalization Adjustment, one share of Common Stock (or its cash equivalent, at the discretion of the Company) will be issued for each Performance Stock Unit that vests at the time set forth in Section 6 of the Award Agreement.
Mandatory Sale To Cover Withholding Taxes: As a condition to acceptance of this Award, to the fullest extent permitted under the Plan and applicable law, withholding taxes and other tax related items will be satisfied through the sale of a number of the shares subject to the Award as determined in accordance with Section 13 of the Award Agreement and the remittance of the cash proceeds to the Company. Under the Award Agreement, the Company is authorized and directed by Participant to make payment from the cash proceeds of this sale directly to the appropriate taxing authorities in an amount equal to the taxes required to be withheld. The mandatory sale of shares to cover withholding taxes and tax related items is imposed by the Company on Participant in connection with the receipt of this Award, and it is intended to comply with the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act and be interpreted to meet the requirements of Rule 10b5-1(c).
Additional Terms/Acknowledgements: By signing below, the Participant hereby accepts the Award subject to all of the terms and conditions of this Notice, the Award Agreement and the Plan. Participant consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
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Participant acknowledges receipt of, and understands and agrees to, the Plan, this Performance Stock Unit Grant Notice, the Award Agreement and the stock plan prospectus for the Plan and represents that the Participant has read and is familiar with their provisions. Participant acknowledges and agrees that this Performance Stock Unit Grant Notice and the Award Agreement may not be modified, amended, or revised except as provided in the Plan. Participant further acknowledges that as of the Date of Grant, this Performance Stock Unit Grant Notice, the Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of the Common Stock pursuant to the Award specified above and supersede all prior oral and written agreements on the terms of this Award, with the exception, if applicable, of (i) equity awards previously granted and delivered to Participant, (ii) any compensation recovery policy that is adopted by the Company or is otherwise required by applicable law and (iii) any written employment or severance arrangement or other written agreement entered into between the Company and Participant specifying the terms that should govern this Award upon the terms and conditions set forth therein.
By accepting this Award, Participant acknowledges having received and read the Performance Stock Unit Grant Notice, the Award Agreement and the Plan and agrees to all of the terms and conditions set forth in these documents. Participant consents to receive Plan and related documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.
Attachments: Award Agreement and 2010 Equity Incentive Plan, as amended
2.
Exhibit A
The Agreement shall be subject to all of the terms and conditions in this Exhibit A. Capitalized terms not explicitly defined in this Exhibit A but defined in the Grant Notice, the Agreement, the Plan, or in the ACADIA Pharmaceuticals Inc. Amended and Restated Change in Control Severance Benefit Plan, (the “CIC Severance Plan”) shall have the same definitions as in the Grant Notice, the Agreement, the Plan, or in the CIC Severance Plan, as applicable.
Performance Goal Grid
Company’s Relative TSR Ranking | Number of Certified Shares (% of Target Shares) |
75th percentile or above (“Maximum”) | 150% |
62.5th percentile | 125% |
50th percentile (“Target”) | 100% |
37.5th percentile | 75% |
25th percentile (“Threshold”) | 25% |
Below 25th percentile | 0% |
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provided, however, that:
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P = (N-R)
(N-1)
where:
“P” represents the Company’s percentile ranking within the Index Companies, which will be rounded to the nearest whole percentile by application of regular rounding;
“N” represents the number of Index Companies; and
“R” represents the Company’s ranking among the Index Companies.
For example, if there are 11 Index Companies (including the Company) and the Company’s Total Shareholder Return ranks 3rd, the Company’s Relative TSR Ranking is equal to the 80th percentile.
Attachment I
6.
Acadia Pharmaceuticals Inc.
2010 Equity Incentive Plan, as amended
Performance Stock Unit Award Agreement
Pursuant to the Performance Stock Unit Grant Notice (the “Grant Notice”) and this Performance Stock Unit Award Agreement (the “Agreement”), Acadia Pharmaceuticals Inc. (the “Company”) has awarded you (“Participant”) a Performance Stock Unit Award (the “Award”) pursuant to the Company’s 2010 Equity Incentive Plan, as amended (the “Plan”) for the number of Performance Stock Units/shares indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement or the Grant Notice but defined in the Plan shall have the same meanings given to them in the Plan. The terms of your Award, in addition to those set forth in the Grant Notice, are as follows.
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This Performance Stock Unit Award Agreement shall be deemed to be signed by the Company and the Participant upon the signing by the Participant of the Performance Stock Unit Grant Notice to which it is attached.
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