kathyrickardemploymentag






           December 13, 2018      Kathleen Rickard, MD  7012 Wildlife Trail,   Raleigh, NC  27613      Re:   Offer of Employment   Dear Kathy:         On behalf of Verona Pharma, Inc. (the “Company” or “Verona Pharma”), I am pleased  to offer you the position of Chief Medical Officer of Verona Pharma plc, the Company’s parent  company (the “Parent”).  This offer letter agreement (the “Agreement”) sets forth the terms of  employment the Company is offering you.  If you accept this offer, we anticipate that your first  day of employment will be February 1, 2019 (“Commencement Date”).   1.    DUTIES.  As the Parent’s Chief Medical Officer, your primary duties will be as set out  in  the Job  Description  in  Exhibit A. You  will  report  to  the Chief  Executive  Officer  (the  “Manager”) of the Parent.  You shall devote your full time and attention to the business affairs  of  the  Company,  and  will  attend  the  Company’s  office  in  New  York  City as  is  reasonably  required to fulfil your duties and undertake domestic and international travel as required.   2.    BASE  SALARY.  You  will  receive  an  annual  base  salary of  $390,000 for  all hours  worked, less payroll  deductions  and withholdings, earned and payable in substantially equal  installments in accordance with the Company’s payroll policy from time to time in effect.   3.    BONUS.           (a)   Sign-on  bonus. You  will receive  a  sign-on  bonus  of  $50,000,  payable  on  signing of this Agreement.         (b)   Retention  bonus. You  will  receive a retention  bonus of  $250,000,  with  $125,000 payable  on April  1, 2019 and $125,000 payable  on April 1, 2020, subject  to you  being employed on the date of payment. Each bonus payment will be repayable if you resign or  are terminated for cause within 12 months of payment.          (c)   Annual  discretionary  bonus. You will  be  eligible  to  participate  in  the  Company’s annual bonus plan, with a target discretionary bonus of 40% of your base salary,  subject to the terms of such plan and on such other terms and conditions as may be determined  by the Company. You must be employed on the date of payment of the bonus in order to be  eligible for the bonus.                                     Verona Pharma, Inc.                       E-mail: info@veronapharma.com ▪ Website: www.veronapharma.com    





 






4.     STOCK OPTIONS.  Subject to the approval of the board of directors of the Parent, and as  soon  as  reasonably  practicable  after  the  Commencement  Date  having  regard  to  the  Parent’s  Share Dealing Policy, you will be granted, pursuant to, and subject to, Parent’s equity incentive  plan, an option to subscribe for a total of 70,000 American Depositary Shares (“ADSs”) and  15,000 Restricted Stock Units with respect to the ADSs in the capital of Parent (together the  “Stock  Option”).  The  definitive  terms  of  the Stock  Option  will  be  governed  by  the  equity  incentive plan, which requires, as a condition of the grant, that you enter into a written option  agreement,  which  will  contain  the  definitive  terms  of  the  Stock  Option.  The  Stock  Option  shall vest 50% in equal proportions over three years from the date of grant and 50% in equal  proportions over four years from the date of grant, or earlier in the event of a change in control  of Parent (as defined in the equity incentive plan or option agreement), in each case subject to  your continued employment through such date or such change in control.     5.    BENEFITS.   You will  be  entitled  to  participate  in  the Company’s  401(k)  plan and  healthcare plan generally available from time to time to employees of the Company, subject to  the terms of such plans. In addition, the Company will procure short-term disability insurance  for you in accordance with New York state law, and you will be entitled to participate at your  own expense in the Company’s life insurance plan at up to $250,000, with cover of $40,000  provided by the Company.  You will be entitled to 25 days of paid time off per year, earned  and accrued on a pro rata basis throughout the year, provided that except with the prior written  approval of the Manager, you may carry over five days of accrued but unused time into the  first quarter of the subsequent year. You will not be paid for any accrued but unused time upon  termination of employment.    6.    EXPENSES.  You shall be entitled to reimbursement for all ordinary and reasonable out- of-pocket  business  expenses  which  are  reasonably  incurred  by  you  in  furtherance  of  the  Company’s business and in accordance with the standard policies of the Company and Parent,  provided that you produce to the Company such evidence of actual payment as the Company  may require.   7.    SEVERANCE BENEFITS.         (a)   Termination  By  The  Company  Without  Cause or  Termination  by  the  Employee for Good Reason.  If this Agreement is terminated by the Company without Cause  (as defined below) or by the Employee for Good Reason (as defined below), and if you sign an  agreement acceptable  to  the  Company that  (i) waives  any  rights  you  may  otherwise  have  against the Company and Parent, (ii) releases the Company and Parent from any actions, suits,  claims,  proceedings  and  demands  you  may  have  relating  to  the  period  of  your  employment  with the Company and/or the termination of your employment, and (iii) contains certain other  obligations which will be set forth at the time of the termination, the Company shall provide  you with the following severance benefits:  (1) continuation of your base salary less payroll  deductions  and  withholding  for a  period  of four (4) weeks;  (2)  continued  payment,  or  reimbursement,  as  the  case  may  be,  of  your  COBRA  premiums  at  the  rate  in  effect  upon  termination for a period of four (4) weeks; and (3) a pro-rated portion of the annual bonus you  otherwise  would  have  earned  for the  year  in  which  termination  occurs,  if  any,  based  upon  actual performance for such year.                                             2    





 






      (b)   Termination  By  The  Company  With  Cause,  By  Reason  of  Death  or  Disability or By Resignation.  If this Agreement is terminated by the Company at any time  with Cause, by reason of your death or disability, or if you terminate your employment with  the Company under this Agreement, you shall not be entitled to any severance pay, severance  benefits, accelerated vesting or any compensation or benefits from the Company whatsoever.         (c)   Definitions:               A.    Cause.  “Cause” for purposes of this Agreement shall mean if you:  (1)  shall  have  committed  any  felony  or  any  other  act  involving  fraud,  theft,  misappropriation,  dishonesty, or embezzlement; (2) shall have committed intentional acts that materially impair  the goodwill or business of the Company or Parent or cause material damage to Company’s or  Parent’s  property,  goodwill,  or business;  (3)  shall  have  refused  to,  or  willfully  failed  to,  perform  your  material  duties  hereunder;  or  (4)  shall  have  violated  any  written  policies  or  procedures of the Company or Parent.                             B.    Good  Reason.  “Good  Reason”  for  purposes  of  this  Agreement  shall  mean if  (i)  the Company moves  or  relocates the  Employee and  the  Employee  is  unable  to  achieve on reasonable terms approximately equivalent living circumstances to his situation in  the  New  York  metropolitan  area,  (ii)  the  Employee  is demoted  or assigned  duties of  less  seniority than his duties under this Agreement, or (iii) the Company decreases by 15% or more  the Employee’s base salary and target bonus under this Agreement.  In order for the Employee  to  terminate  his  Employment  for  “Good  Reason”  under  this paragraph,  immediately  after  becoming aware of the breach or other event giving rise to the Employee’s right to terminate,  the Employee must have provided the Company with written notice of his right to terminate  pursuant to this paragraph and the Company must have failed to cure the breach or other event  so specified, if curable, within thirty days after receiving such notice.                C.    Release Requirement and Timing of Severance Payments.  In order  to receive the severance benefits under paragraph (a) above, as applicable, you must sign and  tender the release as described above not later than sixty (60) days following your last day of  employment, or such earlier date as required by the Company, and if you fail or refuse to do so,  you  shall  forfeit  the  right  to  such termination  compensation  as  would  otherwise  be  due  and  payable.   If  the  severance  payments  are  otherwise  subject  to  Section  409A  of  the  Internal  Revenue  Code  of  1986,  as  amended  (the  “Code”),  they  shall  begin  on  the  first  pay  period  following the date that is sixty (60) days after your employment terminates and shall otherwise  begin  on  the  first  pay  period  after  the  release  becomes  effective  (with  the  initial  salary  continuation payment to include any unpaid salary continuation payments from the date your  employment terminated), subject to your executing and tendering the release on the terms as  set  forth  in  the  immediately  preceding  sentence.  The  pro-rated  bonus,  if  any,  shall  be paid  when such bonus would have been paid absent the termination of your employment and in all  cases in the calendar year following the fiscal year to which the bonus relates.                8.    COMPANY   POLICIES AND CONFIDENTIALITY AGREEMENT.  As  an  employee  of  the  Company, you will be expected to abide by all of the applicable policies and procedures of the  Company and Parent.  As a condition of your employment, you agree to sign and to abide by  the terms of a Protective Agreement with the Company, which is attached hereto as Exhibit B.                                           3    





 






9.    NEW YORK WAGE THEFT PREVENTION ACT NOTICE.  Attached as Exhibit C a notice  containing certain information regarding your pay as required by the New York Wage Theft  Prevention Act.   10.   AT-WILL EMPLOYMENT.  As  an employee of the Company,  you may terminate  your  employment  at  any  time  and  for  any  reason  whatsoever  simply by  notifying  the  Company.   Similarly,  the Company  may  terminate  your  employment  at  any  time  and  for  any  reason  whatsoever, with or without cause or advance notice.  Your at-will employment relationship  with the Company cannot be changed except in writing signed by the Manager.   11.   ENTIRE AGREEMENT.  This Agreement, including Exhibit A, constitutes the complete,  final and exclusive embodiment of the entire agreement between you and the Company with  respect to the terms and conditions of your employment specified herein.  If you enter into this  Agreement, you are doing so voluntarily, and without reliance upon any promise, warranty or  representation, written or oral, other than those expressly contained herein.  This Agreement  supersedes  any  other  such  promises,  warranties,  representations  or  agreements.  This  Agreement may not be amended or modified except by a written instrument signed by you and  the CEO.     12.   GOVERNING LAW.  This Agreement will be governed by and construed in accordance  with the laws of the State of New York.   13.   DISPUTE RESOLUTION.  To  ensure the  timely  and  economical  resolution  of  disputes  that arise in connection with your employment with the Company, you and the Company agree  that  any  and  all  disputes,  claims,  or  causes  of  action  arising  from  or  relating  to  the  enforcement,  breach,  performance  or  interpretation  of  this  Agreement,  your  employment,  or  the termination of your employment, shall be resolved to the fullest extent permitted by law by  final,  binding  and  confidential  arbitration,  by  a  single arbitrator,  in  New  York,  New York,  conducted by Judicial Arbitration and Mediation Services, Inc. (“JAMS”) under the applicable  JAMS  employment  rules.  By  agreeing  to  this  arbitration  procedure,  both you  and  the  Company waive the right to resolve any such dispute through a trial by jury or judge or  administrative  proceeding.    Judgment upon the award  rendered by  the arbitrator may  be  entered in any court having jurisdiction thereof in the State of New York.  In reaching his or  her  decision,  the  arbitrator shall  have  no  authority  (a) to  authorize  or  require  the  parties  to  engage in discovery (provided, however, that the arbitrator may schedule the time by which the  parties must exchange copies of the exhibits that, and the names of the witnesses whom, the  parties  intend  to  present  at  the  hearing)  (b) to  interpret  or  enforce  the  Protective  Agreement  (which  shall  not  be  covered  by  the  dispute  resolutions  contained  in  this  paragraph),  (c) to  change or modify any provision of this Agreement, (d) to base any part of his or her decision  on the common law principle of constructive termination, or (e) to award punitive damages or  any other damages not measured by the prevailing party’s actual damages and may not make  any ruling, finding or award that does not conform to this Agreement.  Each party shall bear  his, her or its own legal fees, costs and expenses of arbitration and one-half (1⁄2) of the costs of  the arbitrator.   14.   SECTION 409A.  You and the Company intend that the payments and benefits provided  for  in  this  letter  either  be  exempt  from  Section  409A  of  the Code, or  be  provided  for  in  a  manner  that  complies  with  Section  409A  of  the  Code,  and  any  ambiguity  herein  shall  be                                        4    





 






interpreted so as to be consistent with the intent of this Section 14.  In no event whatsoever  shall the Company be liable for any additional tax, interest or penalty that may be imposed on  you by Section 409A of the Code or damages for failing to comply with Section 409A of the  Code.  Notwithstanding anything contained herein to the contrary, all payments and benefits  under Section  7 above shall  be  paid  or  provided  only  at  the  time  of  a  termination  of  your  employment  that  constitutes  a  “separation  from  service”  from  the  Company  within  the  meaning  of  Section  409A  of  the  Code  and  the  regulations  and  guidance  promulgated  thereunder  (determined after  applying  the  presumptions  set  forth  in  Treas.  Reg.  Section  1.409A-1(h)(1)).   Further,  if  you  are  a  “specified  employee”  as  such  term is  defined  under  Section  409A  of  the  Code  and  the  regulations  and  guidance promulgated  thereunder,  any  payments  described  in Section  7 above  shall  be  delayed  for  a  period  of  six  (6)  months  following  your  separation  of  employment  to  the  extent  and  up  to  an amount  necessary  to  ensure such payments are not subject to the penalties and interest under Section 409A of the  Code.   In  addition,  (i)  in-kind  benefits  and reimbursements  provided under this  Agreement  during any calendar year shall not affect in-kind benefits or reimbursements to be provided in  any other calendar year, other than an arrangement providing for the reimbursement of medical  expenses  referred  to  in  Section  105(b)  of  the  Code,  and  are  not  subject  to  liquidation  or  exchange for another benefit and (ii) reimbursement requests must be timely submitted by you  and, if timely submitted, reimbursement payments  shall be promptly made to  you following  such submission, but in no event later than December 31st of the calendar year following the  calendar  year  in  which  the  expense  was  incurred.   In  no  event  shall  you  be  entitled  to  any  reimbursement payments after December 31st of the calendar year following the calendar year  in which the expense was incurred.  The reimbursement provisions in this Section 14 shall only  apply  to  in-kind  benefits  and  reimbursements  that  would  result in  taxable  compensation  income to you.   15.   AUTHORIZATION  TO WORK  AND BACKGROUND   CHECK.  Your employment with the  Company is contingent upon satisfactory results from any pre-employment background checks  that we may deem necessary, including, but not limited to, a credit check, criminal background  check,  drug  screening  and  confirmation  of  your  legal  authorization  to  work  in  the  United  States.  Our offer is also contingent upon you not being subject to any limitation, obligation or  agreement,  whether  imposed  by  contract,  statute  or  otherwise,  that  would preclude  your  employment by the Company or in any way restrict your ability to perform your duties as an  employee.  If you have provided the Company with any false information with respect to your  employment  history,  educational  background  or  other  credentials,  the  offer  of  employment  contained herein shall be withdrawn or, if you have already been hired, your employment shall  be immediately terminated.         If you choose to accept this Agreement under the terms described above, please sign  below and return this letter to me no later than December 21, 2018.                                              5    





 






We look forward to your favorable reply, and to a productive and enjoyable work relationship.                                       Very truly yours,                                       Verona Pharma, Inc.                                            ____________________________________                                      Name: Jan-Anders Karlsson                                      Position: Director    Accepted and Agreed to by:      ____________________________________        Employee Name:  Kathleen Rickard    Date:             __________________                                          6    





 






                      Exhibit A                                                                      Chief Medical Officer                              Position Description                                         POSITION SUMMARY    The Chief  Medical  Officer will, as  a  strategic  partner  to  the  Chief Executive  Officer,  develop,  lead  and  drive  the  clinical  development  and  overall  R&D  strategy  of Verona  Pharma’s  current  and  future  pipeline.  This  person  will  serve  as  a  key  member of  the  Executive  Management  Committee  and  will  actively  participate  in  strategic  planning,  partnering discussions, and presentations to the Board of Directors.    The  CMO  is  responsible  for  strategy  and  effectiveness  of  the  clinical  development  programs, ensuring that they meet key milestones and quality and safety standards required  by medical and regulatory agencies. He/she will provide leadership to clinical operations,  medical  affairs,  biostatistics  and  data  management,  and  drug  safety/pharmacovigilance.  The  CMO  will work  closely  with  peers  to  develop  and  implement Verona  Pharma’s  product  portfolio  strategy  with  the  ambition  to  be  capable  of  bringing  products  to  regulatory filings  and product approval.  In the process, ensuring that development goals  set for the product portfolio are achieved in a timely manner and within budget. Represent  Verona  Pharma to  medical  and  scientific  audiences,  KOLs,  and  medical  and  regulatory  groups, addressing the medical and scientific aspects of the company’s product portfolio.       Together with the leadership team, the CMO is responsible for product strategy, planning  and  implementation,  and  for  investments  in  Verona  Pharma’s  product  portfolio  meeting  key yearly goals. The Company has a strategic relationship with a CRO and the CMO is  responsible  for  managing  this  relationship.  The  CMO  must  be  a strong  leader  with  demonstrated operational excellence in a very hands-on and get it done environment.    The position requires  strong relationships  to  be built  with other members of the Verona  Pharma management team, key members of the Board and KOL/investigators, consultants  and advisors.    ESSENTIAL FUNCTIONS    Executive Management and Strategy        •  Develop  Verona  Pharma’s  clinical,  operational  and  financial  strategy together  with       the CEO and executive team and regularly assess the Company’s performance.    •  Provide medical vision and clinical leadership for the strategy and plan to advance       Verona Pharma’s clinical portfolio to registration and beyond     •  Develop required tools, systems, staff and external relationships to be able conduct all                                               





 






                         aspects of the clinical development and registration of the company’s products to the       highest industry standard and regularly provide information to the CEO and executive       leadership and make recommendations on strategy, planning and implementation of       operations.     •  Oversee  long-term  budget  planning  and  cost  management  for  own  function,  in       relation to corporate strategy.     •  Act  as  the  primary  spokesperson  for  the  Company  with  key  opinion  leaders  at       medical  and  scientific  conferences  and  advisory  boards,  building  and  maintaining       relationships consistent with the Company’s development and commercial objectives.    •  Working with the CEO and the executive team  on media, shareholder and investor       programs as required.    •  Working  with  the  CEO  and  executive  team  to  appraise  business  development       opportunities, undertake due diligence activities.    Key Roles/Functions      •  Responsible for the development of strategic plans for long term clinical development       activities,  resourcing,  implementation  and  budget  within  the  clinical  organization       including activities to be performed in-house or through third-party relationships.    •  Responsible for global clinical  research organization, the effective execution of the       clinical  trials  programs  and clinical project management leading to  full  registration       and regulatory approval of Verona Pharma’s products.    •  May represent the Clinical Research line function on multidisciplinary project teams    •  Ensure clinical development programs meet quality and safety standards required by       medical  and  regulatory  agencies,  providing  leadership  to  medical  affairs  and  drug       safety/pharmacovigilance.    •  Collaborates with colleagues in discovery research and preclinical development line       functions to move product candidates for entry into clinical investigations.           •  May work with marketing and business development to evaluate product candidates,       determine product indications and design post-marketing studies, as appropriate.    •  Represent  the Company  with  regulatory  and  medical  agencies,  globally  addressing       the scientific and medical/health aspects of our product portfolio.    •  Responsible for the safety of Verona Pharma’s products and the most senior advisor       for medical and health related matters.    •  Responsible for managing the interaction with IQVIA and related external vendors as       well  as  interactions  with  various  groups  within  the  company  and  external  to  the       business in the execution of clinical research activities.                                                





 






          •  Budget  responsibility  and  participate  in  corporate  short  and  mid-term  budget     preparations.  •  Establish, promote and ensure the team performs to the highest standards in global     safety management, and quality assurance.                                            





 






                                                                                                               Exhibit B             Protective Agreement                  (attached)                                            





 






                                                                                                                           Exhibit C                       New York Wage Theft Prevention Act Notice                                      (attached)