EX-10.31



 Exhibit 10.31 

March 3, 2014 
 Angus C. Russell 

1366 John Anderson Drive 
 Ormond Beach, FL 32176 

 

	 	Re:	Service on Board of Directors of Revance Therapeutics, Inc. 

 Dear Angus: 

On behalf of Revance Therapeutics, Inc. (the “Company”), I am pleased to invite you to join the Company’s Board of Directors (“Board”)
under the terms and conditions set forth herein. 
 The Company agrees to appoint you (subject to Board approval), and you agree to serve, as Chairman on
the Board effective as of March 4, 2014 (the “Effective Date”). You will serve as a Director from the Effective Date until you voluntarily resign or are removed from the Board (the “Term”). As a Director, you will be
expected to participate in regularly scheduled meetings, which are expected to occur approximately four times per year, as well as special meetings of the Board. You will devote your best efforts and apply your professional expertise to the
interests and welfare of the Company, and will be expected to comply with all of your legal obligations to the Company as a Director (e.g., fiduciary duties). 

During the Term, you will receive quarterly payments of $16,000 as compensation for your services as a Director, payable on the terms set forth in the
Company’s Non-Employee Director Compensation Policy (the “Policy”). In the event that you serve on a Board committee, you may be eligible to receive additional compensation for such service, per the Policy. 

Pursuant to the Policy, you will also receive a non-qualified stock option to purchase 18,000 shares of the Company’s common stock (the
“Option”) under the Company’s 2014 Equity Incentive Plan (the “2014 Plan”). The Option will vest on the one year anniversary of the date of the grant subject to your Continuous Service (as defined in the 2014 Plan) and shall
be governed in all respects by the 2014 Plan documents and applicable Option agreement. Subject to your Continuous Service as a non-employee member of the Board, you will be eligible for additional grants, as set forth in the Policy. 

The Company will reimburse you for reasonable travel and other incidental expenses approved by the Company, so long as you provide the Company with
appropriate receipts or other relevant documentation. You are not an employee of the Company and have no authority to obligate the Company by contract or otherwise. You will not be eligible for any employee benefits, nor will the Company make
deductions from any amounts payable to you for taxes. Any taxes shall be solely your responsibility. 







 You shall receive indemnification subject to the terms of the Company’s form of indemnification agreement,
which shall be provided to you under separate cover. 
 You represent and warrant that your services as a Director of the Company will not conflict with,
and will not be constrained by, any prior or current agreement or relationship between you and any third party. 
 This letter agreement, together with your
indemnification agreement and any applicable Option agreements, constitutes the entire agreement between you and the Company with respect to your service as a Director and supersedes any prior agreement, promise, or representation (whether written
or oral) between you and the Company with regard to this subject matter. This letter agreement is entered into without reliance on any promise, representation, statement or agreement other than those expressly contained herein, and it cannot be
modified or amended except in a writing signed by the party or parties affected by such modification or amendment. All questions concerning the construction, validity and interpretation of this letter agreement will be governed by the law of the
State of California as applied to contracts made and to be performed entirely within California. 
 Please note that, in the interest of time, this letter
agreement is being presented to you prior to the Board’s formal appointment of you to the Board and adoption of the other terms of this letter agreement. As a result, the effectiveness of the terms of this letter agreement shall be conditioned
upon the Board’s appointment of you to the Board, acting in their sole discretion. 
 We are all delighted to be able to extend you this offer and look
forward to working with you. To indicate your acceptance of the Company’s offer, please sign and date this letter agreement, complete the enclosed Form W-9, and return it to the attention of Lauren Silvernail, the Chief Financial Officer of the
Company. 
 Sincerely, 
 REVANCE
THERAPEUTICS, INC. 
  

	
	 /s/ L. Daniel Browne

	 L. Daniel Browne

	 Chief Executive Officer


 AGREED: 
  

			
	 /s/ Angus C. Russell

	 Angus C. Russell

	 Date:
	 	     March 3,
2014            



  
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