1.

2.

3.

4.

5.

6.

7.

8.

9.

10.

Resignation from offices

11.

Restrictive covenants

12.

Confidentiality and announcements

13.

Entire agreement

14.

Variation

15.

Third party rights

16.

Governing law

17.

Jurisdiction

18.

Subject to contract and without prejudice

19.

Counterparts

SCHEDULE

Schedule 1

Schedule 2

Schedule 3

Schedule 4

Mind-NRG SARL incorporated and registered in Switzerland whose registered office is at Cours de Rive 10, 1204 Geneva, Switzerland (Company / we / us / our)

Minerva Neurosciences, Inc. incorporated and registered in Delaware (Parent)

Geoff Race of [***] (Employee / you)

You have been employed by us from 1 May 2014, most recently as President of the Company and Parent under an employment agreement effective from 1 August 2016 (Contract), as amended on 11 October 2021 (together, Employment Agreement).

Your employment with us shall terminate on 31 March 2026 (Termination Date).

The parties have entered into this agreement to record and implement the terms on which they have agreed to settle any claims that you have or may have now or in the future in connection with your employment or its termination against any Group Company (as defined below) or its officers, employees or workers, whether or not those claims are, or could be, in the contemplation of the parties at the time of signing this agreement, and including, in particular, the statutory complaints that you raise in this agreement.

The parties intend this agreement to be an effective waiver of any such claims and to satisfy the conditions relating to settlement agreements in the relevant legislation.

We enter into this agreement for ourselves and as agent and trustee for all Group Companies and we are authorised to do so. It is the parties’ intention that each Group Company may enforce any rights it has under this agreement, subject to and in accordance with the Contracts (Rights of Third Parties) Act 1999.

Interpretation

Definitions:

The headings in this agreement are inserted for convenience only and shall not affect its construction.

A reference to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

The Schedules shall form part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes the Schedules.

A reference to a holding company or a subsidiary means a holding company or a subsidiary (as the case may be) as defined in section 1159 of the Companies Act 2006 and a company shall be treated, for the purposes only of the membership requirement contained in sections 1159(1)(b) and (c), as a member of another company even if its shares in that other company are registered in the name of (a) another person (or its nominee), whether by way of security or in connection with the taking of security, or (b) as a nominee.

Arrangements on termination

Your employment with us shall terminate on the Termination Date.

Until the Termination Date you will continue to perform your normal duties save where such duties are amended by the Company (acting reasonably).

We shall pay you your salary up to the Termination Date in the usual way.

We shall continue to provide contractual benefits to you in the usual way up to the Termination Date.

You are required to take, prior to the Termination Date, any holiday that will accrue prior to the Termination Date.

Within 3 Business Days after 6 April 2026 we shall make a payment to you in lieu of your notice entitlement of 12 months under Section 8(a) of the Contract in the amount of $529,610 in respect of your salary, $15,888.30 in respect of your pension contributions, $4,941 in respect of your private medical insurance, $3,408 in respect of your life assurance and $66,201 in respect of your pro-rated 2026 bonus entitlement (collectively, PILON). The parties agree that the amount of the PILON is equal to or exceeds the amount given by the formula in section 402D(1) of ITEPA and, accordingly, believe that your Post-Employment Notice Pay is nil.

The payments and benefits in this clause 2 shall be subject to the income tax and National Insurance contributions that we are obliged by law to pay or deduct.

You shall submit on or before the Termination Date your expenses claims in the usual way and we shall reimburse you for any expenses properly incurred before the Termination Date in the usual way.

Termination payment

Subject to and conditional on you complying with the terms of this agreement, (including, without limitation, clause 12), we shall within 14 days of the Termination Date or receipt by us of a copy of this agreement signed by you and a letter from the Adviser in the form as set out in Schedule 2, whichever is later, pay to you by way of compensation for the termination of your employment £30,000 (Termination Payment)

We will pay the Termination Payment less all required deductions for tax and National Insurance contributions. In this regard, the parties believe the following to be correct:

No part of the Termination Payment is taxable as Post-Employment Notice Pay.

The Termination Payment will be tax free, as a termination award under the threshold within the meaning of sections 402A(1) and 403 of ITEPA.

You shall be responsible for any income tax and employee’s National Insurance contributions due in respect of the Termination Payment and shall indemnify us in respect of such liability in accordance with clause 7.1.

Options and PRSUs

In relation to all of the options to acquire shares of Parent common stock granted to you on various dates under the terms of Parent’s Amended and Restated 2013 Equity Incentive Plan (Plan) and relevant option agreements which are outstanding and listed in Schedule 3 (Your Options), Parent has agreed to exercise its powers under the Plan to treat Your Options as fully vested effective on the Termination Date and to extend the period during which you may exercise Your Options until midnight US Eastern Time on 1 January 2030, after which time Your Options will lapse and cease to be exercisable (Equity Acceleration). To facilitate the exercise of Your Options which are subject to the Equity Acceleration, Parent will permit you access to Morgan Stanley’s stock plan management site (or any other provider of stock plan services which the Parent engages) until midnight US Eastern Time on 1 January 2030.

In relation to the performance vesting restricted stock units granted to you on 6 August 2021 under the Plan and relevant award agreement, these will continue to vest, and expire, on their existing terms and you shall be entitled at all times to be treated in the same way as (and in no way detrimentally as compared to) other recipients of such performance restricted stock units within the Company and any Group Company.

Legal fees

Waiver of claims

You agree that the terms of this agreement are offered by us without any admission of liability on our part and are in full and final settlement of all and any claims or rights of action of any kind whatever, wherever and however arising that you have or may have, now or in the future, against any Group Company or its officers, employees or workers arising directly or indirectly out of or in connection with your employment with us or its termination, whether under common law, contract, statute or otherwise, in any jurisdiction and including, but not limited to, the claims specified in Schedule 1 (each of which is waived by this clause).

The waiver in clause 6.1 shall not apply to the following:

any claims by you to enforce this agreement;

claims in respect of personal injury of which you are not aware and could not reasonably be expected to be aware at the date of this agreement (other than claims under discrimination legislation); and

any claims in relation to the Consultancy Agreement

You warrant that:

before entering into this agreement you received independent advice from the Adviser as to the terms and effect of this agreement and, in particular, on its effect on your ability to pursue the claims specified in Schedule 1 to this agreement;

the Adviser has confirmed to you that they are a solicitor holding a current practising certificate and that there is in force a policy of insurance covering the risk of a claim by you in respect of any loss arising in consequence of their advice;

the Adviser shall sign and deliver to us a letter in the form attached as Schedule 2 to this agreement;

before receiving the advice, you disclosed to the Adviser all facts and circumstances that may give rise to a claim by you against any Group Company or its officers, employees or workers;

the only claims that you have or may have against any Group Company or its officers, employees or workers (whether at the time of entering into this agreement or in the future) relating to your employment with us or its termination are specified in clause 6.1; and

you are not aware of any facts or circumstances that may give rise to any claim against any Group Company or its officers, employees or workers other than those claims specified in clause 6.1.

You acknowledge that the conditions relating to settlement agreements under section 147(3) of the Equality Act 2010, section 288(2B) of the Trade Union and Labour Relations (Consolidation) Act 1992, section 203(3) of the Employment Rights Act 1996, regulation 35(3) of the Working Time Regulations 1998 (SI 1998/1833), section 49(4) of the National Minimum Wage Act 1998, regulation 41(4) of the Transnational Information and Consultation etc. Regulations 1999 (SI 1999/3323), regulation 9 of the Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000 (SI 2000/1551), regulation 10 of the Fixed-Term Employees (Prevention of Less Favourable Treatment) Regulations 2002 (SI 2002/2034), regulation 40(4) of the Information and Consultation of

The waiver in clause 6.1 shall have effect irrespective of whether or not, at the date of this agreement, the parties are or could be aware of such claims or have such claims, including but not limited to the circumstances giving rise to them, in their express contemplation (including such claims of which the parties become aware after the date of this agreement in whole or in part as a result of new legislation or the development of common law or equity).

You agree that, except for the payments and benefits provided for in this agreement, and subject to the waiver in clause 6.1, you shall not be eligible for any further payment from any Group Company relating to your employment or its termination and you expressly waive any right or claim that you have or may have to payment of bonuses, any benefit or award programme, under any share plan operated by any Group Company or any stand-alone share incentive arrangement, or to any other benefit, payment or award you may have received had your employment not terminated or for any compensation for the loss of any such benefit, payment or award it being understood that this does not in any way affect your entitlements as set out in clause 4.1 and 4.2 above.

Employee indemnities

You shall indemnify us on a continuing basis in respect of any income tax or National Insurance contributions (save for employers’ National Insurance contributions) due in respect of the Termination Payment (and any related interest, penalties, costs and expenses). We shall give you reasonable notice of any demand for tax which may lead to liabilities on you under this indemnity and shall provide you with reasonable access to any documentation you may reasonably require to dispute such a claim (provided that nothing in this clause shall prevent us from complying with our legal obligations with regard to HMRC or other competent body).

If you breach any material provision of this agreement or pursue a claim against any Group Company arising out of your employment or the termination of your employment, from events occurring after this agreement has been entered into, or otherwise, other than those excluded under clause 6.2, you agree to indemnify any Group Company for any losses suffered as a result, including all reasonable legal and professional fees incurred.

Company property and information

At the request of the Company’s Chief Executive Officer, you shall, before the Termination Date, return to the Chief Executive Officer:

all Confidential Information and Copies;

all property belonging to us in satisfactory condition including (but not limited to) company credit card, company mobile telephone or company laptop computer; and

all documents and copies (whether written, printed, electronic, recorded or otherwise and wherever located) made, compiled or acquired by you during your employment with us or relating to any Group Company’s business or affairs or its business contacts,

Unless directed otherwise by the Company’s Chief Executive Officer, you shall, before the Termination Date, erase irretrievably (so far as possible) any information relating to any Group Company’s business or affairs or its business contacts from computer and communications systems and devices owned or used by you outside our premises, including such systems and data storage services provided by third parties (to the extent technically practicable) save to the extent such information is required for you to fulfill your obligations under the Consultancy Agreement.

You shall, if requested to do so by the Board, provide a signed statement that you have complied fully with your obligations under clause 8.1 and clause 8.2 and shall provide it with such reasonable evidence of compliance as may be requested.

Employee warranties and acknowledgments

As at the date of this agreement, you warrant and represent to us that there are no circumstances of which you are aware or of which you ought reasonably to be aware that would amount to a repudiatory breach by you of any express or implied term of the Employment Agreement that would entitle (or would have entitled) us to terminate your employment without notice or payment in lieu of notice and the Termination Payment, the Equity Acceleration and the PILON are conditional on this being so.

You agree to make yourself available to, and to cooperate with, any Group Company or its advisers in any internal investigation or administrative, regulatory, judicial or quasi-judicial proceedings. You acknowledge that this could involve, but is not limited to, responding to or defending any regulatory or legal process, providing information in relation to any such process, preparing witness statements and giving evidence in person on our behalf. We shall pay you a daily rate of remuneration for your time in respect of assistance in relation to this clause (to be agreed at the time, acting reasonably) and reimburse any reasonable expenses that you incur as a consequence of complying with your obligations under this clause, provided that such expenses are approved in advance by us.

Resignation from offices

You acknowledge that, unless requested by the Board to do so earlier, you shall resign immediately as a director of the Company on the Termination Date.

You acknowledge that, unless requested by the Board to do so earlier, you shall resign from section 16 status of Minerva Neuroscience, Inc. immediately on the Termination Date.

You irrevocably appoint us to be your attorney in your name and on your behalf to sign, execute or do any such instrument or thing to give us (or our nominee) the full benefit of the provisions of clauses 10.1 and 10.2 above.

Restrictive covenants

Confidentiality and announcements

You acknowledge that, as a result of your employment as President, you have had access to Confidential Information. Without prejudice to your common law duties, and subject to clause 12.2, clause 12.6 and clause 12.7, you shall not at any time after the Termination Date, unless authorised in advance by the Company’s Chief Executive Officer or in the context of your obligations under the Consultancy Agreement:

use any Confidential Information;

make or use any Copies; or

disclose any Confidential Information to any person, company or other organisation whatsoever.

The restrictions in clause 12.1 do not apply to any Confidential Information which is in or comes into the public domain other than through your unauthorised disclosure.

The parties confirm that they have kept and agree to keep the existence and terms of this agreement and the circumstances concerning the termination of your employment confidential, save only as provided in clause 12.5, clause 12.6 and clause 12.7.

You shall not make any adverse or derogatory comment about any Group Company, or any Group Company’s officers, employees or workers and you shall not do anything which shall, or may, bring any Group Company or any Group Company’s officers, employees or workers into disrepute. We shall not authorise or encourage any of our officers, employees or workers to make any adverse or derogatory comment about you or to do anything that shall, or may, bring you into disrepute. We shall use reasonable endeavours to procure that those members of the Board who are aware of this agreement do not make any adverse or derogatory comment about you or do anything that shall, or may, bring you into disrepute. This clause is subject to clause 12.5, clause 12.6 and clause 12.7.

The parties are permitted to make a disclosure or comment that would otherwise be prohibited by clause 12.3 if, where necessary and appropriate:

in your case, you make it to:

your spouse, civil partner or partner or immediate family provided that they agree to keep the information confidential;

any person who owes you a duty of confidentiality (which you agree not to waive) in respect of information you disclose to them, including your legal or tax advisers or persons providing you with medical, therapeutic, counselling or support services;

your insurer for the purposes of processing a claim for loss of employment;

your recruitment consultant or prospective employer to the extent necessary to discuss your employment history; or

any government benefits agency for the purposes of you making a claim for benefits;

in our case, we make it to:

our officers, employees or workers provided that they agree to keep the information confidential; or

any person who owes us a duty of confidentiality (which we agree not to waive) in respect of information we disclose to them, including, our legal, tax, compliance or other professional advisers.

Nothing in this clause 12 shall prevent you or any of our officers, employees, workers or agents from making a protected disclosure under section 43A of the Employment Rights Act 1996.

Nothing in this clause 12 shall prevent you or us (or any of our officers, employees, workers or agents) from:

reporting a suspected criminal offence to the police or any law enforcement agency or co-operating with the police or any law enforcement agency regarding a criminal investigation or prosecution;

doing or saying anything that is required by HMRC or a regulator, ombudsman or supervisory authority;

whether required to or not, making a disclosure to, or co-operating with any investigation by, HMRC or a regulator, ombudsman or supervisory authority regarding any misconduct, wrongdoing or serious breach of regulatory requirements (including giving evidence at a hearing);

complying with an order from a court or tribunal to disclose or give evidence;

disclosing information to HMRC for the purposes of establishing and paying (or recouping) tax and National Insurance liabilities arising from your employment or its termination; or

making any other disclosure as required by law.

We will make the announcement as set out at Schedule 4 on or around the Termination Date and neither party will make any statement to third parties (save as specified in clause 12.5, clause 12.6 or clause 12.7) which is inconsistent with such announcement regarding the subject matter thereof.

Entire agreement

this agreement constitutes the entire agreement between the parties and any Group Company and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances, warranties, representations and understandings between them whether written or oral, relating to its subject matter;

in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement; and

it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this agreement.

Variation

Third party rights

Governing law

Jurisdiction

Subject to contract and without prejudice

Counterparts

Claims:

for breach of contract or wrongful dismissal;

for unfair dismissal, under section 111 of the Employment Rights Act 1996;

in relation to the right to a written statement of reasons for dismissal, under section 93 of the Employment Rights Act 1996;

in relation to an unlawful deduction from wages or unlawful payment, under section 23 of the Employment Rights Act 1996;

for unlawful detriment, under section 48 of the Employment Rights Act 1996 or section 56 of the Pensions Act 2008;

in relation to written employment particulars and itemised pay statements, under section 11 of the Employment Rights Act 1996;

in relation to parental leave, under section 80 of the Employment Rights Act 1996;

in relation to working time or holiday pay, under regulation 30 of the Working Time Regulations 1998 (SI 1998/1833);

for equal pay or equality of terms under sections 120 and 127 of the Equality Act 2010;

for direct or indirect discrimination or harassment related to age, under section 120 of the Equality Act 2010;

for direct or indirect discrimination or harassment related to disability, discrimination arising from disability, or failure to make adjustments, under section 120 of the Equality Act 2010;

for direct or indirect discrimination related to marriage or civil partnership status, under section 120 of the Equality Act 2010;

for direct or indirect discrimination or harassment related to race, under section 120 of the Equality Act 2010;

for direct or indirect discrimination or harassment related to religion or belief, under section 120 of the Equality Act 2010;

for direct or indirect discrimination or harassment related to sex, harassment of a sexual nature, or less favourable treatment for submitting to or rejecting harassment of a sexual nature or related to sex, under section 120 of the Equality Act 2010;

for direct or indirect discrimination or harassment related to sexual orientation, under section 120 of the Equality Act 2010;

for victimisation, under section 120 of the Equality Act 2010;

for instructing, causing, inducing or aiding contraventions contrary to section 111 and 112 of the Equality Act 2010, under section 120 of the Equality Act 2010;

under sections 68A, 87, 137, 145A, 145B, 146, 168, 168A, 169, 170, 174, 189 (for failure to comply with a requirement of section 188A) and 192 of, and paragraph 156 of Schedule A1 to, the Trade Union and Labour Relations (Consolidation) Act 1992;

in relation to the obligations to elect appropriate representatives or any entitlement to compensation, under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (SI 2006/246);

in relation to the right to be accompanied under sections 11 and 12 of the Employment Relations Act 1999;

in relation to personal injury, of which you are or ought reasonably to be aware at the date of this agreement;

for harassment under the Protection from Harassment Act 1997;

for failure to comply with obligations under the Human Rights Act 1998;

for failure to comply with obligations under the Data Protection Act 1998, the Data Protection Act 2018, the General Data Protection Regulation ((EU) 2016/679) as it has effect in EU law, or the UK GDPR as defined in section 3(10) and section 205(4) of the Data Protection Act 2018;

arising as a consequence of the United Kingdom’s membership of or withdrawal from the European Union, including but not limited to any claim arising under EU treaties or EU legislation as given effect in England and Wales until 11pm on 31 December 2020, and any claim under the European Union (Withdrawal) Act 2018, the European Union (Withdrawal Agreement) Act 2020 or the European Union (Future Relationship) Act 2020; and

arising under retained EU law or under assimilated law as defined in section 6(7) of the European Union (Withdrawal) Act 2018 before and after any amendment, extension or re-enactment.

Grant

Date

Equity

Award

Type

Award

Qualification

Type

13/10/2020

06/08/2021

16/02/2022

16/02/2022

13/12/2022

13/12/2022

04/10/2023

04/10/2023

05/12/2024

05/12/2024

22/12/2025

22/12/2025

/s/ Remy Luthringer

/s/ Beaucourt Marie

Beaucourt Marie

Cours de Rive 10, 1204 Gineve

Office Manager

/s/ Remy Luthringer

/s/ Beaucourt Marie

Beaucourt Marie

Cours de Rive 10, 1204 Gineve

Office Manager

/s/ Geoff Race

/s/ Sean Elliot

Sean Elliot

[***]

Retired / HR Director / Consultant