Exhibit 10.2



 


AMENDMENT TO EMPLOYMENT AGREEMENT


 


This Amendment
to Employment Agreement (this “Amendment”), made effective as of April 12, 2013, is entered into by Intercept
Pharmaceuticals, Inc. (the “Company”) and Daniel Regan (“Executive”).


 


WHEREAS, the Company
and the Executive are parties to an Employment Agreement dated March 1, 2013 (the “Employment Agreement”); and


 


WHEREAS, the Company
and the Executive desire to amend the Employment Agreement to provide for enhanced severance benefits in the event of certain terminations
of Executive’s employment;


 


NOW THEREFORE, in consideration
of the mutual covenants and promises contained in this Amendment, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged by the parties to this Amendment, the parties agree as follows:


 


1.Section 5.2(a)
of the Employment Agreement is hereby deleted and replaced in its entirety with the following:


 


“(a)twelve
(12) months of Executive’s base salary in effect at the time of termination of employment, payable according to the Company’s
payroll commencing on the first payroll date following the date the Release is effective and irrevocable, provided, however, that
if the sixty (60) day period in which the Release must be effective and irrevocable begins in one taxable year of the Executive
and ends in a later taxable year, the payments will commence in the later taxable year; and”


 


2.Section 5.2(b)
of the Employment Agreement is hereby deleted and replaced in its entirety with the following:


 


“(b)the
Company will, for a period of twelve (12) months following Executive’s termination from employment, continue Executive’s
participation in the Company’s group health plan and dental plan and shall pay that portion of the premiums that the Company
paid on behalf of Executive and his dependents during Executive’s employment, provided, however, that if the
Company’s health insurance plan and/or dental plan does not permit such continued participation in such plan after Executive’s
termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage
that the Company paid on behalf of Executive and his dependents during Executive’s employment, including any administrative
fee, on Executive’s behalf for such twelve-month period; and provided, further, that if Executive becomes employed
with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant
to this Section, the Company shall not be required to continue such health and dental benefits, or if applicable, to pay the costs
of COBRA, if Executive becomes covered under a health insurance plan of the new employer. (For purposes of this Section 5.2(b),
the term “Executive” shall include, to the extent applicable, Executive’s spouse and any of his dependents covered
under the Company’s group health plan and/or dental plan prior to his termination of employment).”


 






    	 



    	 



    

 


3. Other than as
set forth in this Amendment, there are no other amendments to the Employment Agreement and the Employment Agreement shall remain
unmodified and in full force and effect.


 


IN WITNESS WHEREOF, the parties have
executed this Amendment as of the date first above written.


 





	 	THE COMPANY:
	 	 
	 	INTERCEPT PHARMACEUTICALS, INC.
	 	 	 
	 	 	 
	 	By:	 /s/ Mark Pruzanski
	 	Name:  	Mark Pruzanski, MD
	 	Title:	President and Chief Executive Officer
	 	 	 
	 	EXECUTIVE:
	 	 	 
	 	By:	 /s/ Daniel Regan
	 	Name:	Daniel Regan