Item 5.02(c). Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 7, 2021, Intercept Pharmaceuticals, Inc. (the “Company”)
announced the appointment of Andrew Saik as Chief Financial Officer, effective June 21, 2021.
Since March 2020, Mr. Saik, age 51, has been Chief Financial Officer
of Vyne Therapeutics Inc. From 2017 to 2020, he was CFO of PDS Biotechnology Corporation (formerly Edge Therapeutics, Inc.). From 2015
to 2017, he was CFO of Vertice Pharma, LLC. From 2014 to 2015, he was CFO of Auxilium Pharmaceuticals, Inc. From 2013 to 2014, he was
Senior Vice President, Finance; and Treasurer at Endo Health Solutions Inc. From 2001 to 2012, he served in senior financial management
roles at Valeant Pharmaceuticals International. Mr. Saik holds a Master of Business Administration from the University of Southern California
and a Bachelor of Arts from the University of California, Los Angeles.
In connection with his hiring, Mr. Saik entered into an Employment
Agreement with the Company dated as of May 17, 2021. The Employment Agreement provides that Mr. Saik will be employed as Executive
Vice President and Chief Financial Officer for the period commencing on June 21, 2021 (or such other commencement date as may be agreed
upon with the Company) and ending on the one-year anniversary thereof, with automatic one-year renewals. The Employment Agreement provides
that Mr. Saik will be paid an initial annualized base salary of $475,000, and a signing bonus of $102,500 (repayable if employment ends
before the second anniversary of the commencement date as a result of termination for cause or resignation other than for good reason),
and will be eligible to receive a bonus at the end of a given fiscal year based on a target equal to 50% of his base salary (in 2021,
based on his annualized base salary and prorated for time worked). Mr. Saik will be granted as an initial equity award vesting over four
years (i) time-based stock options for 72,540 shares exercisable for ten years (vesting 25% after one year and in equal monthly installments
over the following three years) and (ii) 52,156 restricted stock units (vesting 25% after one year and in equal quarterly installments
over the following three years).
The Employment Agreement provides that if employment terminates for
any reason (including non-renewal by Mr. Saik of the Employment Agreement, by the Company for cause, death, disability, or by Mr. Saik
without good reason), the Company will pay accrued and unpaid salary, benefits, and expenses.
In addition, in the event of a termination (i) by the Company’s
non-renewal, (ii) by Mr. Saik for good reason, or (iii) by the Company without cause, Mr. Saik will receive (a) 12 months of base salary
(payable on payroll), and (b) 12 months of continued participation in the Company’s group health and dental plans, with the Company
paying for him and his dependents the portion of the premiums that it paid during the term of employment (or the portion of the premiums
associated with COBRA continuation coverage). In the event of such a termination, that number of Mr. Saik’s unvested options and
other equity awards that would have vested within one year of termination will vest, and Mr. Saik will have until the earlier of the expiration
date of the option or one year from termination to exercise all vested options. However, in the event of such a termination within 12
months following a change in control of the Company, Mr. Saik will instead receive (a) a lump sum of cash equal to 12 months of base salary,
and (b) the aforementioned 12 months of benefit continuation, and all of Mr. Saik’s unvested options and other equity awards will
vest, and Mr. Saik will have until the earlier of the expiration date of the option or one year from termination to exercise all vested
options. In either case, any awards that vest based on attainment of performance measures will be governed by the terms of the applicable
award agreement governing termination, or governing termination following a change in control, as applicable.
In the event of a termination by Mr. Saik by non-renewal, by the Company
for cause, or by Mr. Saik without good reason, all unvested equity awards will be forfeited, and Mr. Saik will have until the earlier
of the expiration date of the option or 90 days from termination to exercise all vested options. In the event of a termination by reason
of disability, all unvested equity awards will be forfeited, and Mr. Saik will have until the earlier of the expiration date of the option
or one year from termination to exercise all vested options.