Item 5.02(e). Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 25, 2022, the Compensation Committee (the "Committee") of the Board
of Directors (the "Board") of Intercept Pharmaceuticals, Inc. (the "Company")
adopted the Intercept Pharmaceuticals, Inc. 2022 Cash Incentive Plan (the
"Plan"). The Plan is a cash-based incentive plan in which employees of the
Company and its affiliates may participate. Eligible participants include
executive officers of the Company. The purposes of the Plan are to (i) align the
Company's incentive program with stockholder interests and drive stockholder
value; (ii) allow the Company's employees to share in the success of the
Company; (iii) position the Company for success in recruiting and retaining
employee talent in a competitive environment; and (iv) provide competitive total
compensation opportunities. The Plan permits the grant of both service-based and
performance-based awards with the recipients of awards, amounts which may be
earned, vesting provisions which must be satisfied in order to earn the award,
and other terms and conditions being determined by the Board or the Committee.
Among other things, the Plan permits (but does not require) accelerated vesting
on qualifying terminations of employment and certain corporate transactions. In
connection with the adoption of the Plan, the Committee also approved a form of
award agreement for use under the Plan. The foregoing description is qualified
in its entirety by the terms of the Plan and associated award agreement, which
are attached hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
10.1 2022 Cash Incentive Plan
10.2 2022 Cash Incentive Plan - Form of Performance-Based Award Agreement
104 Cover Page Interactive Data File (embedded as Inline XBRL document)
© Edgar Online, source Glimpses
INTERCEPT PHARMACEUTICALS, INC. 
