EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the Agreement ) is made and entered into effective as of

EMPLOYMENT AGREEMENT

This Amended and Restated Executive Employment Agreement (the Agreement ) is made and entered into effective as of

September 1, 2015 (the Effective Date ) 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 .

A. WHEREAS, the Company and Executive are parties to that certain Executive Employment Agreement dated

July 15, 2014 (the Prior Agreement ); and

B. WHEREAS, the Company and Executive

desire to amend and restate in its entirety the Prior Agreement on the terms set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and

covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

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. Executive shall be an at-will employee.

1.2 Executive shall serve as President and Chief Executive 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 (the Board ). Executive shall do and perform all services,

acts, or responsibilities necessary or advisable to carry out the job duties of President and Chief Executive 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.

1.3 In connection with Executive serving as President and

Chief Executive Officer of the Company, Executive shall be appointed to the Board to fill a newly created directorship. Executive agrees that if Executive s employment is terminated for any reason whatsoever, Executive will resign, at the

Company s request, from the Board and from any other positions Executive has as an officer or director of any of the Company s direct or indirect subsidiaries and any other entity in which the Executive is serving as an officer or director

at the request of the Company.

2. Loyal and Conscientious Performance. 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 President and Chief Executive Officer.

3.1 Base Salary. Beginning with the Effective Date of this Agreement, the Company shall pay Executive a salary (the Base

Salary ) of $650,000 per year, subject to standard payroll deductions and withholdings, and payable twice monthly in accordance with the Company s normal payroll practices. The Base Salary may be subject to annual increases by the Board

based on any recommendations from the Compensation Committee of the Board (the Compensation Committee ).

connection with this Agreement, Executive shall receive from the Company a stock option granting Executive the right to purchase 225,000 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. Any stock options or other equity

awards that Executive has previously been granted by the Company shall continue to be governed in all respects by the terms of their applicable grant agreements, grant notices and plan documents.

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 Board, 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 70% 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. Executive must be an employee of the Company on the date upon which bonuses are paid to be eligible for such a bonus. Executive will not receive a prorated bonus in the event

Executive resigns or is 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.

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.

Executive will remain eligible to participate in the Company s Change in Control Severance Benefit Plan. Executive s amended and restated participation agreement for that plan will be provided separately.

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 3.1 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:

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, if such failure or refusal has not been substantially cured to the satisfaction of the Board within thirty (30) days after written notice of such failure or refusal has been given by the Company to

4.1.3 Executive s performance of any action when specifically and reasonably instructed not to do so by the

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 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 Executive shall be considered willful or grossly

negligent if 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.

Any notice of termination given pursuant to Section 4.1 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, after the Termination Date, twelve (12) months of the following Severance Benefits: (i) his Base Salary at the rate existing on the Termination Date; and (ii) if Executive

timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 ( COBRA ) or any state equivalent, for himself and his covered dependents under the Company s group health plans following such

termination, then the Company shall pay the COBRA premiums necessary to continue Executive s health insurance coverage in effect for himself and his eligible dependents on the date of his termination until the earliest of (A) the date that

is 12 months after the Termination Date, (B) the expiration of Executive s eligibility for continuation coverage under COBRA, and (C) the date when Executive becomes eligible for substantially equivalent health insurance coverage in

connection with new employment or self-employment (such period from the termination date through the earliest of (A) through (C), the COBRA Payment Period ). If Executive becomes eligible for coverage under another employer s

group health plan or otherwise ceases to be eligible for COBRA coverage during the period provided in this section, Executive must immediately notify the Company of such event, and the Company s obligation to pay COBRA premiums on

Executive s behalf shall cease. Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that its payment of COBRA premiums on Executive s behalf would result in a violation of applicable law

(including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on Executive s behalf, the Company will pay Executive on the last day of each remaining month of the COBRA Payment Period

a cash payment equal to the COBRA premium for that month, which payment shall be subject to applicable tax withholding (such amount, the Special Severance Payment ), such Special Severance Payment to be made without regard to

Executive s payment of COBRA premiums and without regard to the expiration of the COBRA Payment Period prior to the end of the Continuation Period following Executive s Involuntary Termination. Such Special Severance Payment shall end on

the earlier of (i) the date on which Executive commences other full-time, regular employment (i.e. excluding temporary or consulting positions) and (ii) the close or termination of the Continuation Period following Executive s

termination. In addition, the Company shall pay to Executive any business expenses which are properly owing to Executive through the date of termination. 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. Executive shall not be under any obligation to mitigate the Company s obligation by securing other employment or otherwise.

4.2.1 Conditions to Receipt of Severance Benefits. The receipt of the Severance Benefits in Section 4.2 will be subject to

Executive signing and not revoking a separation agreement and release of claims in a form reasonably satisfactory to the Company (the Separation Agreement ) so that such Separation Agreement becomes effective no later than sixty

(60) days following Executive s Termination Date. No Severance Benefits will be paid or provided until the Separation Agreement becomes effective. If any Severance Benefits under this Agreement (including the Base Salary continuation) are

not covered by one or more exemptions from the application of Section 409A of the Internal Revenue Code of 1986, as amended ( Section 409A ) and the Separation Agreement could become effective in the calendar

year following the calendar year in which Executive s Termination Date occurs, then the latest permitted date on which such Separation Agreement could become effective and irrevocable in

accordance with its terms will be considered the effective date of the Separation Agreement and the severance benefits shall commence on such date. Payments deferred pursuant to this paragraph shall be paid in a lump sum to Executive, and any

remaining payments due shall be paid as otherwise provided herein or in the applicable agreement. No interest shall be due on any amounts so deferred.

4.3 Termination by Executive. Executive may voluntarily terminate this Agreement upon written notice of such termination submitted to

the Board, and in such event Executive shall be entitled to receive all amounts due to him through the date of termination.

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. Section 409A. Notwithstanding anything set forth in this Agreement to the contrary, any

payments and benefits provided pursuant to this Agreement which constitute deferred compensation within the meaning of the Treasury Regulations issued pursuant to Section 409A shall not commence until Executive has incurred a

separation from service (as such term is defined in the Treasury Regulation Section 1.409A-1(h) ( Separation From Service ), unless the Company reasonably determines that such amounts may be provided to Executive without

causing Executive to incur the additional 20% tax under Section 409A. It is intended that all of the Severance Benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the

application of Code Section 409A provided under Treasury Regulations 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9), and

this Agreement will be construed to the greatest extent possible as consistent with those provisions, and to the extent not so exempt, this Agreement (and any definitions hereunder) will be construed in a manner that complies with Section 409A.

For purposes of Code Section 409A (including, without limitation, for purposes of Treasury Regulation Section 1.409A-2(b)(2)(iii)), Executive s right to receive any installment payments under

this Agreement (whether Severance Payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and

distinct payment. Notwithstanding any provision to the contrary in this Agreement, if Executive is deemed by the Company at the time of Executive s Separation from Service to be a specified employee for purposes of Code

Section 409A(a)(2)(B)(i), and if any of the payments upon Separation from Service set forth herein and/or under any other agreement with the Company are deemed to be deferred compensation , then to the extent delayed commencement of

any portion of such payments is required in order to avoid a prohibited distribution under Code Section 409A(a)(2)(B)(i) and the related adverse taxation under Section 409A, such payments shall not be provided to Executive prior to the

earliest of (i) the expiration of the six-month period measured from the date of Executive s Separation from Service with the Company, (ii) the date of Executive s death or (iii) such earlier date as permitted under

Section 409A without the imposition of adverse taxation. Upon the first business day following the expiration of such applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this paragraph shall be paid in a lump