Employment Letter Agreement between ACADIA Pharmaceuticals Inc. and Douglas E. Richards
This agreement outlines the terms of employment for Douglas E. Richards as Vice President of Business Development at ACADIA Pharmaceuticals Inc. It specifies his salary, annual and signing bonuses, stock options, benefits, vacation, and participation in the company's 401(k) plan. The agreement also details severance terms if employment is terminated without cause, and requires Mr. Richards to sign an Inventions and Non-Disclosure Agreement. The employment is set to begin on January 9, 2001, and the offer is subject to board approval.
Exhibit 10.10
January 3, 2001
Douglas E. Richards
San Diego, California
Dear Douglas:
We are pleased to offer you the position of Vice President of Business Development with ACADIA Pharmaceuticals Inc. We firmly believe that with your joining our team, ACADIA will have the potential to flourish and we believe our professional association with you will be mutually rewarding. Subject to review and approval by ACADIA’s Board of Directors, the terms of our offer are summarized below:
| 1. | Your salary will be $200,000 per year to be paid semi-monthly. Your salary will be reviewed annually in accordance with the standard practice of the Company. As discussed, you will be a key member of the senior management team and you will be involved in important decisions on the strategy and future business development activities of the Company. You will agree to devote all of your business time, attention and energies to the business of the Company. You will report to me. |
| 2. | You will be eligible to receive an annual bonus with a target of 20% of the base salary you receive in each calendar year payable within 90 days of the end of such Calendar year. The amount of the annual bonus will be determined by the Board of Directors based upon your individual performance. |
| 3. | The Company will also provide you a signing bonus of $15,000 payable immediately after your beginning employment with ACADIA Pharmaceuticals Inc. You agree to return such bonus to the Company if you voluntarily terminate your employment within twelve months of the start date of your employment. |
| 4. | You will also participate in the Company’s employee stock option plan. You will receive stock options that will vest 25% after 12 months of employment with additional vesting of 1/48th of the shares after each additional month of employment through your 48th month of employment with the Company. The stock options that you will be entitled to, subject to the aforementioned vesting schedule and other terms of the plan, will be equal to options to purchase 100,000 shares of common stock of the Company. The exercise price of these options will be equal to the fair market value of the common shares of the Company as determined by our Board of Directors at the date of grant of the options. In the event the company is acquired or completes an Acquisition Event as defined in the Company’s 1997 Stock Option 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 Acquisition Event if so requested by the Company. |
| 5. | 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 salary for a nine month period following the termination of your employment plus the benefits you were receiving at the time of your termination (subject to the terms of the Company’s benefit plans). |
For purposes of the above, cause for termination shall be deemed to exist upon (a) a good faith finding by the Company of material failure of the Employee to perform his assigned duties for the Company, dishonesty, gross negligence or other material misconduct, or (b) the conviction of the Employee of, or the entry of a pleading of guilty or nolo contendere by the Employee to, any crime involving moral turpitude or any felony.
| 6. | You will receive the Company’s standard paid benefits, which includes health, dental, 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 childcare and medical/vision/dental costs with pretax dollars. Note that the health and dental insurance coverage for new employees is effective as of the 1st of the month following your employment start date. |
| 7. | You will also receive 20 vacation days each year, accrued monthly, and paid holidays in accordance with the Company’s annual holiday schedule. |
| 8. | 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 IRS limitations. The plan is managed by Fidelity Investments and provides for enrollment on the first day of each quarter. |
| 9. | You will be required to sign the Inventions and Non-Disclosure Agreement, attached to this letter, as a condition of your employment. For purposes of federal immigration law, you will be required to provide to the Company documentary evidence of your identity and eligibility for employment in the United States. 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. | The start date for your employment with ACADIA will be January 9, 2001 or other date as mutually agreed upon between you and I. |
The agreement in this letter sets forth our entire understanding regarding your employment and supersedes any other negotiations, written or oral.
Doug, 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. We would appreciate receiving your response to this offer by January 8, 2001.
Please indicate your agreement with the above terms by signing below and returning to me.
| Sincerely, |
| /s/ ULI HACKSELL |
| Uli Hacksell Chief Executive Officer |
| Accepted and agreed: | ||||
| /s/ DOUGLAS E. RICHARDS | 1/4/01 | |||
| Douglas E. Richards | Date | |||
Attachments: Invention and Non-Disclosure Agreement
