Exhibit 10.1.1


 


INTERCEPT PHARMACEUTICALS, INC.


 


AMENDED AND RESTATED


2003 STOCK INCENTIVE PLAN


 


(amended and restated as of June 11, 2008,
and further amended on January 19, 2010)


 


		1.	Purpose



 


The purpose of this Amended and Restated
2003 Stock Incentive Plan (the “Plan”) of INTERCEPT PHARMACEUTICALS, INC., a Delaware corporation (the “Company”),
is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and
motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity
ownership opportunities and performance-based incentives and thereby better aligning the interests of such persons with those of
the Company’s stockholders. Except where the context otherwise requires, the term “Company” shall include any
of the Company’s present or future parent or subsidiary corporations as defined in Sections 424(e) or (f) of the Internal
Revenue Code of 1986, as amended, and any regulations promulgated thereunder (the “Code”) and any other business venture
(including, without limitation, joint venture or limited liability company) in which the Company has a controlling interest, as
determined by the Board of Directors of the Company (the “Board”).


 


		2.	Eligibility



 


All of the Company’s employees, officers,
directors, consultants and advisors are eligible to be granted options, restricted stock awards, or other stock-based awards (each,
an “Award”) under the Plan. Each person who has been granted an Award under the Plan shall be deemed a “Participant”.


 


		3.	Administration and Delegation



 


(a)          Administration
by Board of Directors. The Plan will be administered by the Board. The Board shall have authority to grant Awards and to adopt,
amend and repeal such administrative rules, guidelines and practices relating to the Plan as it shall deem advisable. The Board
may construe and interpret the terms of the Plan and any Award agreements entered into under the Plan. The Board may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem
expedient to carry the Plan into effect and it shall be the sole and final judge of such expediency. All decisions by the Board
shall be made in the Board’s sole discretion and shall be final and binding on all persons having or claiming any interest
in the Plan or in any Award. No director or person acting pursuant to the authority delegated by the Board shall be liable for
any action or determination relating to or under the Plan made in good faith.


 


(b)          Appointment
of Committees. To the extent permitted by applicable law, the Board may delegate any or all of its powers under the Plan to
one or more committees or subcommittees of the Board (a “Committee”). All references in the Plan to the “Board”
shall mean the Board or a Committee of the Board or the executive officers referred to in Section 3(c) to the extent that the Board’s
powers or authority under the Plan have been delegated to such Committee or executive officers.


 



    	 



    	 



    

 


(c)          Delegation
to Executive Officers. To the extent permitted by applicable law, the Board may delegate to one or more executive officers
of the Company the power to grant Awards to employees or officers of the Company or any of its present or future subsidiary corporations
and to exercise such other powers under the Plan as the Board may determine, provided that the Board shall fix the terms of the
Awards to be granted by such executive officers (including the exercise price of such Awards, which may include a formula by which
the exercise price will be determined) and the maximum number of shares subject to Awards that the executive officers may grant;
provided further, however, that no executive officer shall be authorized to grant Awards to any “executive
officer” of the Company (as defined by Rule 3b-7 under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”)) or to any “officer” of the Company (as defined by Rule 16a-1 under the Exchange Act).


 


4.            Stock
Available for Awards. Subject to adjustment under Section 8, Awards may be made under the Plan for up to eight million (8,000,000)
shares of the common stock, par value $0.001 per share, of the Company (the “Common Stock”). If any Award expires or
is terminated, surrendered or canceled without having been fully exercised or is forfeited in whole or in part (including as the
result of shares of Common Stock subject to such Award being repurchased by the Company at the original issuance price pursuant
to a contractual repurchase right) or results in any Common Stock not being issued, the unused Common Stock covered by such Award
shall again be available for the grant of Awards under the Plan, subject, however, in the case of Incentive Stock Options (as hereinafter
defined), to any limitations under the Code. Shares issued under the Plan may consist in whole or in part of authorized but unissued
shares or treasury shares.


 


		5.	Stock Options



 


(a)          General.
The Board may grant options to purchase Common Stock (each, an “Option”) and determine the number of shares of Common
Stock to be covered by each Option, the exercise price of each Option and the conditions and limitations applicable to the exercise
of each Option, including conditions relating to applicable federal or state securities laws, as it considers necessary or advisable.
An Option that is not intended to be an Incentive Stock Option (as hereinafter defined) shall be designated a “Nonstatutory
Stock Option”.


 


(b)          Incentive
Stock Options. An Option that the Board intends to be an “incentive stock option” as defined in Section 422 of
the Code (an “Incentive Stock Option”) shall only be granted to employees of the Company, any of the present or future
parent or subsidiary corporations of the Company as defined in Sections 424(e) or (f) of the Code, and any other entities the employees
of which are eligible to receive Incentive Stock Options under the Code, and shall be subject to and shall be construed consistently
with the requirements of Section 422 of the Code. The Company shall have no liability to a Participant, or any other party, if
an Option (or any part thereof) that is intended to be an Incentive Stock Option is not an Incentive Stock Option.


 



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(c)          Exercise
Price. The Board shall establish the exercise price at the time each Option is granted and specify it in the applicable option
agreement.


 


(d)          Duration
of Options. Each Option shall be exercisable at such times and subject to such terms and conditions as the Board may specify
in the applicable option agreement.


 


(e)          Exercise
of Option. Options may be exercised by delivery to the Company of a written notice of exercise signed by the proper person
or by any other form of notice (including electronic notice) approved by the Board together with payment in full as specified in
Section 5(f) for the number of shares for which the Option is exercised.


 


(f)          Payment
Upon Exercise. Common Stock purchased upon the exercise of an Option granted under the Plan shall be paid for as follows:


 


(1)         in
cash or by check, payable to the order of the Company;


 


(2)         except
as the Board may, in its sole discretion, otherwise provide in an option agreement, by (i) delivery of an irrevocable and unconditional
undertaking by a creditworthy broker to deliver promptly to the Company sufficient funds to pay the exercise price and any required
tax withholding or (ii) delivery by the Participant to the Company of a copy of irrevocable and unconditional instructions to a
creditworthy broker to deliver promptly to the Company cash or a check sufficient to pay the exercise price and any required tax
withholding;


 


(3)         when
the Common Stock is registered under the Exchange Act, by delivery of shares of Common Stock owned by the Participant valued at
their fair market value as determined by (or in a manner approved by) the Board in good faith (“Fair Market Value”),
provided (i) such method of payment is then permitted under applicable law and (ii) such Common Stock, if acquired directly
from the Company, was owned by the Participant at least six months prior to such delivery;


 


(4)         to
the extent permitted by applicable law and by the Board, in its sole discretion by (i) delivery of a promissory note of the Participant
to the Company on terms determined by the Board, or (ii) payment of such other lawful consideration as the Board may determine;
or


 


(5)         by
any combination of the above permitted forms of payment.


 


(g)          Substitute
Options. In connection with a merger or consolidation of an entity with the Company or the acquisition by the Company of property
or stock of an entity, the Board may grant Options in substitution for any options or other stock or stock-based awards granted
by such entity or an affiliate thereof. Substitute Options may be granted on such terms as the Board deems appropriate in the circumstances,
notwithstanding any limitations on Options contained in the other sections of this Section 5 or in Section 2.


 



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(h)          Repricing
of Options. The Board shall have the authority, at any time and from time to time, with the consent of the affected Participants,
to amend any or all outstanding Options granted under the Plan to provide an Option exercise price per share which may be lower
or higher than the original Option exercise price, and/or to cancel any such Options and grant in substitution therefor other Awards,
including new Options, covering the same or different numbers of shares of Common Stock having an Option exercise price per share
which may be lower or higher than the exercise price of the canceled Options.


 


		6.	Restricted Stock



 


(a)          Grants.
The Board may grant Awards entitling recipients to acquire shares of Common Stock, subject to the right of the Company to repurchase
all or part of such shares at their issue price or other stated or formula price (or to require forfeiture of such shares if issued
at no cost) from the recipient in the event that conditions specified by the Board in the applicable Award are not satisfied prior
to the end of the applicable restriction period or periods established by the Board for such Award (each, a “Restricted Stock
Award”).


 


(b)          Terms
and Conditions. The Board shall determine the terms and conditions of any such Restricted Stock Award, including the conditions
for repurchase (or forfeiture) and the issue price, if any.


 


(c)          Stock
Certificates. Any stock certificates issued in respect of a Restricted Stock Award shall be registered in the name of the Participant
and, unless otherwise determined by the Board, deposited by the Participant, together with a stock power endorsed in blank, with
the Company (or its designee). At the expiration of the applicable restriction periods, the Company (or such designee) shall deliver
the certificates no longer subject to such restrictions to the Participant or if the Participant has died, to the beneficiary designated,
in a manner determined by the Board, by a Participant to receive amounts due or exercise rights of the Participant in the event
of the Participant’s death (the “Designated Beneficiary”). In the absence of an effective designation by a Participant,
Designated Beneficiary shall mean the Participant’s estate.


 


		7.	Other Stock-Based Awards



 


The Board shall have the right to grant
other Awards based upon the Common Stock having such terms and conditions as the Board may determine, including the grant of shares
based upon certain conditions, the grant of securities convertible into Common Stock and the grant of stock appreciation rights.


 


		8.	Adjustments for Changes in Common Stock and Certain
Other Events



 


(a)          Changes
in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares,
reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders
of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under this Plan, (ii) the
number and class of securities and exercise price per share of each outstanding Option, (iii) the number of shares subject to and
the repurchase price per share subject to each outstanding Restricted Stock Award, and (iv) the terms of each other outstanding
Award shall be equitably adjusted by the Company (or substituted Awards may be made, if applicable) in the manner determined by
the Board. Without limiting the generality of the foregoing, in the event the Company effects a split of the Common Stock by means
of a stock dividend and the exercise price of and the number of shares subject to an outstanding Option are adjusted as of the
date of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises
an Option between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution
date, the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact
that such shares were not outstanding as of the close of business on the record date for such stock dividend.


 



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(b)          Reorganization
Events


 


(1)         Definition.
A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company with or into another entity as
a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities
or other property or is cancelled or (b) any exchange of all of the Common Stock of the Company for cash, securities or other property
pursuant to a share exchange transaction.


 


(2)         Consequences
of a Reorganization Event on Awards Other than Restricted Stock Awards. In connection with a Reorganization Event, the Board
may take any one or more of the following actions as to all or any (or any portion of) outstanding Awards other than Restricted
Stock Awards on such terms as the Board determines: (i) provide that Awards shall be assumed, or substantially equivalent Awards
shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to a Participant,
provide that the Participant’s unexercised Awards will terminate immediately prior to the consummation of such Reorganization
Event unless exercised by the Participant within a specified period following the date of such notice, (iii) provide that outstanding
Awards shall become exercisable, realizable, or deliverable, or restrictions applicable to an Award shall lapse, in whole or in
part prior to or upon such Reorganization Event, (iv) in the event of a Reorganization Event under the terms of which holders of
Common Stock will receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the
“Acquisition Price”), make or provide for a cash payment to a Participant equal to the excess, if any, of (A) the Acquisition
Price times the number of shares of Common Stock subject to the Participant’s Awards (to the extent the exercise price does
not exceed the Acquisition Price) over (B) the aggregate exercise price of all such outstanding Awards and any applicable tax withholdings,
in exchange for the termination of such Awards and (v) any combination of the foregoing. In taking any of the actions permitted
under this Section 8(b), the Board shall not be obligated by the Plan to treat all Awards, all Awards held by a Participant, or
all Awards of the same type, identically.


 


For purposes of clause (i) above,
an Option shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase,
for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration
(whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each
share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice
of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided,
however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring
or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation,
provide for the consideration to be received upon the exercise of Options to consist solely of common stock of the acquiring or
succeeding corporation (or an affiliate thereof) equivalent in value (as determined by the Board) to the per share consideration
received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.


 



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(3)         Consequences
of a Reorganization Event on Restricted Stock Awards. Upon the occurrence of a Reorganization Event, the repurchase and other
rights of the Company under each outstanding Restricted Stock Award shall inure to the benefit of the Company’s successor
and shall, unless the Board determines otherwise, apply to the cash, securities or other property which the Common Stock was converted
into or exchanged for pursuant to such Reorganization Event in the same manner and to the same extent as they applied to the Common
Stock subject to such Restricted Stock Award.


 


(c)          Change
in Control Events.


 


(1)         Definitions.


 


		(A)	A “Change in Control Event” shall mean:



 


		(i)	the acquisition by an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
(a “Person”) of beneficial ownership of any capital stock of the Company if, after such acquisition, such Person beneficially
owns (within the meaning of Rule 13d-3 promulgated under the Exchange Act) 50% or more of either (x) the then-outstanding shares
of common stock of the Company (the “Outstanding Company Common Stock”) or (y) the combined voting power of the then-outstanding
securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”);
provided, however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change
in Control Event: (1) any acquisition directly from the Company, (2) any acquisition by any corporation pursuant to a Business
Combination (as defined below) which complies with clauses (x) and (y) of subsection (iii) of this definition or (3) any acquisition
by Genextra S.p.A. (“Genextra”) or an affiliate of Genextra (each such party is referred to herein as an “Exempt
Person”); or



 



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		(ii)	such time as the Continuing Directors (as defined below) do not constitute a majority of the Board (or, if applicable, the
Board of Directors of a successor corporation to the Company), where the term “Continuing Director” means at any date
a member of the Board (x) who was a member of the Board on May 9, 2008, or (y) who was nominated or elected subsequent to such
date by at least a majority of the directors who were Continuing Directors at the time of such nomination or election or whose
election to the Board was recommended, endorsed, approved or ratified by at least a majority of the directors who were Continuing
Directors at the time of such nomination or election; provided, however, that there shall be excluded from this clause
(y) any individual whose initial assumption of office occurred as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened solicitation of proxies or consents, by or on behalf of a
person other than the Board; or



 


		(iii)	the consummation of a merger, consolidation, reorganization, recapitalization or share exchange involving the Company or a
sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless,
immediately following such Business Combination, each of the following two conditions is satisfied: (x) all or substantially all
of the individuals and entities who were the beneficial owners of the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the
then-outstanding shares of common stock and the combined voting power of the then-outstanding securities entitled to vote generally
in the election of directors, respectively, of the resulting or acquiring corporation in such Business Combination (which shall
include, without limitation, a corporation which as a result of such transaction owns the Company or substantially all of the Company’s
assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the
“Acquiring Corporation”) in substantially the same proportions as their ownership of the Outstanding Company Common
Stock and Outstanding Company Voting Securities, respectively, immediately prior to such Business Combination and (y) no Person
(excluding any Exempt Person and any employee benefit plan (or related trust) maintained or sponsored by the Company or by the
Acquiring Corporation) beneficially owns, directly or indirectly, 50% or more of the then-outstanding shares of common stock of
the Acquiring Corporation, or of the combined voting power of the then-outstanding securities of such corporation entitled to vote
generally in the election of directors (except to the extent that such ownership existed prior to the Business Combination); or



 



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		(iv)	the liquidation or dissolution of the Company.



 


		(B)	“Good Reason” shall mean any significant diminution in the Participant’s title, authority, or responsibilities
from and after such Reorganization Event or Change in Control Event, as the case may be, or any reduction in the annual base salary
payable to the Participant from and after such Reorganization Event or Change in Control Event, as the case may be, or the relocation
of the place of business at which the Participant is principally located to a location that is greater than 50 miles from its location
immediately prior to such Reorganization Event or Change in Control Event.



 


		(C)	“Cause” shall mean (i) engaging in (A) willful or gross misconduct or (B) willful or gross neglect; (ii) repeatedly
failing to adhere to the directions of superiors or the Board or the written policies and practices of the Company, or any affiliate
or subsidiary thereof; (iii) the commission of a felony or a crime of moral turpitude, dishonesty, breach of trust or unethical
business conduct, or any crime involving the Company, or any affiliate or subsidiary thereof; (iv) fraud, misappropriation or embezzlement;
(v) a material breach of the Participant’s employment, non-competition, non-solicitation, invention, non-disclosure or similar
material agreement with the Company or any affiliate or subsidiary thereof; (vi) acts or omissions constituting a material failure
to perform substantially the duties assigned to the Participant after demand for substantial performance is delivered by the Company
specifically identifying the manner in which the Company believes the Participant has not substantially performed such duties;
(vii) any illegal act detrimental to the Company or its affiliates or subsidiaries; or (viii) repeated failure to devote substantially
all of Participant’s business time and efforts to the Company if required by Participant’s employment agreement; provided,
however, that, if at any particular time the Participant is subject to an effective employment agreement with the Company,
then, in lieu of the foregoing definition, “Cause” shall at that time have such meaning as may be specified in such
employment agreement.



 


(2)         Effect
on Options. Notwithstanding the provisions of Section 10(b), effective immediately prior to a Change in Control Event, except
to the extent specifically provided to the contrary in the instrument evidencing any Option or any other agreement between a Participant
and the Company, the vesting schedule of such Option shall be accelerated in part so that one-half of the number of shares that
would otherwise have first become vested on any date after the date of the Change in Control Event shall immediately become exercisable.
The remaining one-half of such number of shares shall continue to become vested in accordance with the original vesting schedule
set forth in such Option, with one-half of the number of shares that would otherwise have become vested on each subsequent vesting
date in accordance with the original schedule becoming vested on each such subsequent vesting date; provided, however,
that each such Option shall be immediately exercisable in full if, on or prior to the first anniversary of the date of the consummation
of the Change in Control Event, the Participant’s employment with the Company or the acquiring or succeeding corporation
is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the acquiring or succeeding corporation.


 



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(3)         Effect
on Restricted Stock Awards. Notwithstanding the provisions of Section 10(b), effective immediately prior to a Change in Control
Event, except to the extent specifically provided to the contrary in the instrument evidencing any Restricted Stock Award or any
other agreement between a Participant and the Company, the vesting schedule of all Restricted Stock Awards shall be accelerated
in part so that one-half of the number of shares that would otherwise have first become free from conditions or restrictions on
any date after the date of the Change in Control Event shall immediately become free from conditions or restrictions. Subject to
the following sentence, the remaining one-half of such number of shares shall continue to become free from conditions or restrictions
in accordance with the original schedule set forth in such Restricted Stock Award, with one-half of the number of shares that would
otherwise have become free from conditions or restrictions on each subsequent vesting date in accordance with the original schedule
becoming free from conditions or restrictions on each subsequent vesting date. In addition, each such Restricted Stock Award shall
immediately become free from all conditions or restrictions if, on or prior to the first anniversary of the date of the consummation
of the Change in Control Event, the Participant’s employment with the Company or the acquiring or succeeding corporation
is terminated for Good Reason by the Participant or is terminated without Cause by the Company or the acquiring or succeeding corporation.


 


		9.	General Provisions Applicable to Awards



 


(a)          Transferability
of Awards. Except as the Board may otherwise determine or provide in an Award, Awards shall not be sold, assigned, transferred,
pledged or otherwise encumbered by the person to whom they are granted, either voluntarily or by operation of law, except by will
or the laws of descent and distribution, and, during the life of the Participant, shall be exercisable only by the Participant.
References to a Participant, to the extent relevant in the context, shall include references to authorized transferees.


 


(b)          Documentation.
Each Award shall be evidenced in such form (written, electronic or otherwise) as the Board shall determine. Each Award may contain
terms and conditions in addition to those set forth in the Plan.


 


(c)          Board
Discretion. Except as otherwise provided by the Plan, each Award may be made alone or in addition or in relation to any other
Award. The terms of each Award need not be identical, and the Board need not treat Participants uniformly.


 



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(d)          Termination
of Status. The Board shall determine the effect on an Award of the disability, death, termination or other cessation of employment,
authorized leave of absence or other change in the employment or other status of a Participant and the extent to which, and the
period during which, the Participant, or the Participant’s legal representative, conservator, guardian or Designated Beneficiary,
may exercise rights under the Award.


 


(e)          Withholding.
The Participant must satisfy all applicable federal, state, and local or other income and employment tax withholding obligations
before the Company will deliver stock certificates or otherwise recognize ownership of Common Stock under an Award. The Company
may decide to satisfy the withholding obligations through additional withholding on salary or wages. If the Company elects not
to or cannot withhold from other compensation, the Participant must pay the Company the full amount, if any, required for withholding
or have a broker tender to the Company cash equal to the withholding obligations. Payment of withholding obligations is due before
the Company will issue any shares on exercise or release from forfeiture of an Award or, if the Company so requires, at the same
time as is payment of the exercise price unless the Company determines otherwise. If provided for in an Award or approved by the
Board in its sole discretion, a Participant may satisfy such tax obligations in whole or in part by delivery of shares of Common
Stock, including shares retained from the Award creating the tax obligation, valued at their Fair Market Value; provided,
however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy
such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding
rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares
surrendered to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other
similar requirements.


 


(f)          Amendment
of Award. The Board may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor
another Award of the same or a different type, changing the date of exercise or realization, and converting an Incentive Stock
Option to a Nonstatutory Stock Option, provided that the Participant’s consent to such action shall be required unless the
Board determines that the action, taking into account any related action, would not materially and adversely affect the Participant.


 


(g)          Conditions
on Delivery of Stock. The Company will not be obligated to deliver any shares of Common Stock pursuant to the Plan or to remove
restrictions from shares previously delivered under the Plan until (i) all conditions of the Award have been met or removed to
the satisfaction of the Company, (ii) in the opinion of the Company’s counsel, all other legal matters in connection
with the issuance and delivery of such shares have been satisfied, including any applicable securities laws and any applicable
stock exchange or stock market rules and regulations, and (iii) the Participant has executed and delivered to the Company such
representations or agreements as the Company may consider appropriate to satisfy the requirements of any applicable laws, rules
or regulations.


 


(h)          Acceleration.
The Board may at any time provide that any Award shall become immediately exercisable in full or in part, free of some or all restrictions
or conditions, or otherwise realizable in full or in part, as the case may be.


 



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(i)          Deferred
Delivery of Shares Issuable Pursuant to an Award. The Board may, at the time any Award is granted, provide that, at the time
Common Stock would otherwise be delivered pursuant to the Award, the Participant shall instead receive an instrument evidencing
the right to future delivery of Common Stock at such time or times, and on such conditions, as the Board shall specify. The Board
may at any time accelerate the time at which delivery of all or any part of the Common Stock shall take place.


 


		10.	Miscellaneous



 


(a)          No
Right To Employment or Other Status. No person shall have any claim or right to be granted an Award, and the grant of an Award
shall not be construed as giving a Participant the right to continued employment or any other relationship with the Company. The
Company expressly reserves the right at any time to dismiss or otherwise terminate its relationship with a Participant free from
any liability or claim under the Plan, except as expressly provided in the applicable Award.


 


(b)          No
Rights As Stockholder. Subject to the provisions of the applicable Award, no Participant or Designated Beneficiary shall have
any rights as a stockholder with respect to any shares of Common Stock to be distributed with respect to an Award until becoming
the record holder of such shares. Notwithstanding the foregoing, in the event the Company effects a split of the Common Stock by
means of a stock dividend and the exercise price of and the number of shares subject to such Option are adjusted as of the date
of the distribution of the dividend (rather than as of the record date for such dividend), then an optionee who exercises an Option
between the record date and the distribution date for such stock dividend shall be entitled to receive, on the distribution date,
the stock dividend with respect to the shares of Common Stock acquired upon such Option exercise, notwithstanding the fact that
such shares were not outstanding as of the close of business on the record date for such stock dividend.


 


(c)          Effective
Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be
granted under the Plan after the completion of ten years from the earlier of (i) the date on which the Plan was adopted by the
Board or (ii) the date the Plan was approved by the Company’s stockholders, but Awards previously granted may extend beyond
that date.


 


(d)          Amendment
of Plan. The Board may amend, suspend or terminate the Plan or any portion thereof at any time.


 


(e)          Authorization
of Sub-Plans. The Board may from time to time establish one or more sub-plans under the Plan for purposes of satisfying applicable
blue sky, securities or tax laws of various jurisdictions. The Board shall establish such sub-plans by adopting supplements to
this Plan containing (i) such limitations on the Board’s discretion under the Plan as the Board deems necessary or desirable
or (ii) such additional terms and conditions not otherwise inconsistent with the Plan as the Board shall deem necessary or desirable.
All supplements adopted by the Board shall be deemed to be part of the Plan, but each supplement shall apply only to Participants
within the affected jurisdiction and the Company shall not be required to provide copies of any supplement to Participants in any
jurisdiction that is not the subject of such supplement.


 



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(f)          Compliance
with Code Section 409A. No Award shall provide for deferral of compensation that does not comply with Section 409A of the Code,
unless the Board, at the time of grant, specifically provides that the Award is not intended to comply with Section 409A of the
Code. The Company shall have no liability to a Participant, or any other party, if an Award that is intended to be exempt from,
or compliant with, Section 409A is not so exempt or compliant or for any action taken by the Board.


 


(g)          Governing
Law. The provisions of the Plan and all Awards made hereunder shall be governed by and interpreted in accordance with the laws
of the State of Delaware, without regard to any applicable conflicts of law.


 



    	- 12 -



    	 



    

 


INTERCEPT
PHARMACEUTICALS, INC.


 


CALIFORNIA
SUPPLEMENT TO 2003 STOCK INCENTIVE PLAN


 


Pursuant to Section 10(e) of the Plan, the
Board has adopted this supplement for purposes of satisfying the requirements of Section 25102(o) of the California Law:


 


Any Awards granted under the Plan to a Participant
who is a resident of the State of California on the date of grant (a “California Participant”) shall be subject to
the following additional limitations, terms and conditions:


 


		1.	Additional Limitations on Options.



 


(a)          Maximum
Duration of Options. No Options granted to California Participants will be granted for a term in excess of 10 years.


 


(b)          Minimum
Exercise Period Following Termination. Unless a California Participant’s employment is terminated for cause (as defined
by applicable law, the terms of any contract of employment between the Company and such Participant, or if none, in the instrument
evidencing the grant of such Participant’s Option), in the event of termination of employment of such Participant, he or
she shall have the right to exercise an Option, to the extent that he or she was otherwise entitled to exercise such Option on
the date employment terminated, until the earlier of: (i) at least six months from the date of termination, if termination was
caused by such Participant’s death or “permanent and total disability” (within the meaning of Section 22(e)(3)
of the Code), (ii) at least 30 days from the date of termination, if termination was caused other than by such Participant’s
death or “permanent and total disability” (within the meaning of Section 22(e)(3) of the Code) and (iii) the Option
expiration date.


 


2.            Additional
Limitations for Other Stock-Based Awards. The terms of all Awards granted to a California Participant under Section 7 of the
Plan shall comply, to the extent applicable, with Sections 260.140.41, 260.140.42, 260.140.45 and 260.140.46 of the California
Code of Regulations (the “California Regulations”).


 


3.            Additional
Limitations on Timing of Awards. No Award granted to a California Participant shall become exercisable, vested or realizable,
as applicable to such Award, unless the Plan has been approved by the holders of a majority of the Company’s outstanding
voting securities by the later of (i) within 12 months before or after the date the Plan was adopted by the Board and (ii) prior
to or within 12 months of the granting of any Award to a California Participant.


 


4.            Additional
Restriction Regarding Recapitalizations, Stock Splits, Etc. For purposes of Section 8 of the Plan, in the event of a stock
split, reverse stock split, stock dividend, recapitalization, combination, reclassification or other distribution of the Company's
securities, the number of securities allocated to each California Participant, and in the case of Options, the exercise price of
such Options, must be adjusted proportionately and without the receipt by the Company of any consideration from any California
participant.