Exhibit 99.1
[ACADIA Letterhead]
May 26, 2006
Roger G. Mills
13658 Nogales Drive
Del Mar, CA 92014
Revised Offer
Dear Roger:
We are delighted to offer to you the position of Executive Vice President, Development with ACADIA Pharmaceuticals Inc. (the “Company”). Subject to review and approval by the Company’s Board of Directors (the “Board”), the terms of our offer are summarized below:
| 1. | Base Salary.Your salary will be $335,000 per year to be paid semi-monthly. Your salary will be reviewed annually in accordance with the standard practice of the Company. As discussed, we intend that you will be a key member of the senior management team and expect that you will play a role with respect to important decisions on the strategy and future development activities of the Company. You agree to devote all of your business time, attention and energies to the business of the Company. You will report to the Chief Executive Officer of the Company. |
| 2. | Performance Bonus.You will be eligible to receive a discretionary annual performance bonus (“Bonus”) currently targeted at 25% of your annual base salary but which will be granted in the sole discretion of the Board based upon its evaluation of the Company’s and your achievement of such specific performance goals as established by the Board. You must be an employee of the Company on the date upon which bonuses are awarded to be eligible for such Bonus. The Bonus will not be prorated in the event you resign or are terminated prior to the date upon which bonuses are awarded. The Bonus for 2006, if any, will be pro-rated and paid following the March 2007 meeting of the Board. |
| | (a) | Initial Grant. In connection with the commencement of your employment, the Company will recommend that the Board grant you two options (the “Options”) to purchase an aggregate of 150,000 shares of the |
| | Company’s Common Stock (the “Shares”) at an exercise price equal to the fair market value of the Shares on the date of grant. The Options shall consist of (A) an initial grant of 100,000 Shares with a grant date commencing with your start date with the Company and (B) a secondary grant of 50,000 shares to be made in 2007 (prior to March 31, 2007), subject to your continued employment with the Company through March 2007. The vesting commencement date for the secondary grant shall be the date of grant in 2007. |
| | (b) | Vesting. Each Option will vest over four (4) years from the date of grant, with twenty-five percent (25%) of the Shares subject to the applicable Option vesting on the first anniversary of the date of grant for such Option and 1/48th of the remaining Shares vesting monthly thereafter on the monthly anniversary of the applicable date of grant (the “Option Vesting Schedule”), provided that you remain employed by the Company through each vesting installment date. |
| | (c) | Other Terms. The Options will be incentive stock options to the maximum extent allowed by the tax code and will be subject to the terms of the Company’s 2004 Equity Incentive Plan (the “Plan”) and a notice of grant to be executed by you and the Company. |
| | (d) | Refresher Grants. Refresher grants, if any, will be provided annually in accordance with Company’s practice and would commence for you in March 2008. |
| | (e) | Change of Control.In the event the Company is acquired or completes a Corporate Transaction as defined in the Company’s 2004 Equity Incentive Plan, any unvested options you then hold will be immediately vested, subject to your continued employment for a period of at least six months following the completion of the Corporate Transaction if so requested by the Company. |
| 4. | Severance Benefit.In the event the Company terminates your employment other than for Cause (as defined below), you will receive severance in the form of the continuation of your base salary in effect as of the date of termination for a twelve month period following the termination of your employment and continuation of the fringe benefits you were receiving at the time of your termination (subject to the terms of the Company’s benefit plans) for the same twelve month period. |
“Cause” for termination shall be deemed to exist upon a good faith finding by the Company of (a) your material failure to competently perform your assigned duties for the Company, (b) sustained poor performance of any material aspect of your duties or obligations, (c) dishonesty, gross negligence or other material misconduct, or (d) you conviction of, or the entry of a pleading of guilty or nolo contendere by you to, any crime involving moral turpitude or any felony.
5. | Benefits.You will be eligible to participate in the Company’s standard benefit plans, which include medical, dental, vision, life, accidental death and dismemberment and short and long-term disability insurance coverage. You will also be able to utilize a Flexible Spending Arrangement that allows employees the opportunity to pay for certain dependent care and health care related costs with pretax dollars. Note that these plans for new employees are effective as of the 1st of the month following your employment start date and enrollment. Your eligibility and participation in these plans, is, of course, subject to the terms of the plans themselves. |
| 6. | Vacation.You will also receive 20 vacation days each year, accrued monthly. |
| 7. | 401K.You will have the opportunity to participate in the Company’s 401(k) plan. The plan provides for the Company to match, on a dollar for dollar basis, the employee contributions to the plan up to 5% of the employee’s annual compensation, subject to limitations imposed by the Internal Revenue Service. The plan is managed by Fidelity Investments and provides for enrollment on the first day of each quarter. |
| 8. | Inventions and Non-Disclosure.You will be required to sign the Inventions and Non-Disclosure Agreement, attached to this letter, as a condition of your employment. |
| 9. | Authorization to Work.You will need to provide the Company with the legally required proof of your identity and authorization to work in the United States. Typically, adriver’s license with photographand a social security card,or a passportwill be sufficient and should bebrought with youon your first day of work. Such documentation must be provided within three (3) business days of your date of hire, or our employment relationship with you may be terminated. |
| 10. | At-Will; Entire Agreement.Your employment is at-will and for no specified period, and either you or the Company may terminate this employment relationship at anytime and for any reason. This Agreement, including the enclosures, contains our complete, final, and exclusive agreement relating to the terms and conditions of your employment, and supersedes all prior or contemporaneous oral or written agreements, representations, or discussions. This Agreement cannot be amended or modified except by a written instrument signed by you and the Chief Executive Officer of the Company. |
The start date for your employment with the Company will be Friday, June 30, 2006 or other date as mutually agreed upon between you and I.
Roger, we are very confident that your joining the ACADIA team will prove extremely beneficial to both you and the Company and its shareholders. If you have any questions, please do not hesitate to call me.
Please indicate your agreement with the above terms by signing below and returning to my attention.
Sincerely,
|
/s/ Uli Hacksell |
Uli Hacksell |
Chief Executive Officer |
Accepted and agreed:
| | | | |
/s/ Roger G. Mills | | | | 5/31/06 |
Roger G. Mills | | | | Date |
Enclosures: Inventions and Non-Disclosure Agreement
