EMPLOYMENT AGREEMENT BETWEEN THE COMPANY AND JEFFREY P. BRENNAN



 Exhibit 10.12 
  
 EMPLOYMENT AGREEMENT 
  
 THIS EMPLOYMENT AGREEMENT (“Agreement”) is made as of September 1, 2003, by and between TARGACEPT, INC., a Delaware corporation
(“Employer”), and Jeffrey P. Brennan, an individual resident of Connecticut (“Employee”); 
  
 RECITALS: 
  
 WHEREAS, Employer considers the availability of Employee’s services to be important to the management and conduct of Employer’s business and desires to secure the continued availability of Employee’s
services; and 
  
 WHEREAS, Employee is willing to continue to make
his services available to Employer on the terms and subject to the conditions set forth herein; and 
  
 NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties hereto agree as follows: 
  
 1. Employment. For the Term (as defined in Section 2), Employee shall
be employed as Vice President of Business Development and Commercialization. Employee will be located at the Employer’s principal executive offices in Winston-Salem, North Carolina. Employee hereby accepts and agrees to such employment, subject
to the general supervision of the President and Chief Executive Officer and the Board of Directors of Employer (the “Board”). Employee shall perform such duties and shall have such powers, authority and responsibilities as are customary
for one holding the position of Vice President of Business Development and Commercialization of a business similar to Employer and shall additionally render such other services and duties as may be reasonably assigned to him from time to time by the
President and Chief Executive Officer and/or the Board. 
  
 2.
Term of Employment. This Agreement shall commence as of September 1, 2003 (the “Effective Date”) and shall remain in effect until December 31, 2007, unless earlier terminated as provided in Section 6 or Section 7 (such period, the
“Term”). Any termination of this Agreement shall not affect the parties’ continuing obligations under Section 5, which shall survive any such termination consistent with its terms. 
  
 3. Compensation. 
  
 (a) For all services rendered by Employee to Employer under
this Agreement, Employer shall pay to Employee, during the Term, a base annual salary of not less than $225,000, payable in arrears in accordance with the customary payroll practices of Employer. During the Term, Employee’s annual base salary
shall be reviewed and subject to increase in accordance with Employer’s standard policies and procedures. Without limiting the generality of the foregoing, Employee’s base salary shall be increased annually to the extent necessary to stay


  









 
in line with the median base salary of employees of a similar level in comparable companies as described in the then current Radford Biotechnology
Compensation Report. 
  
 (b) Employee shall be
eligible to earn an annual bonus during the Term of up to 30% of Employee’s annual base salary, or such higher amount as determined by the Board of Directors (or a compensation committee thereof). The eligibility for the target bonus shall be
based upon the achievement of performance objectives mutually agreed upon by Employee and Employer and shall be payable within thirty (30) days of the end of each fiscal year. 
  
 (c) All amounts payable hereunder shall be subject to such deductions and withholdings as shall be required
by law, if any. 
  
 (d) Employee shall be granted
a relocation package, the details of which are shown on Exhibit A attached hereto. 
  
 (e) Employee shall be granted an incentive stock option to purchase 160,000 shares of Employer’s common stock under the terms of
Employer’s 2000 Equity Incentive Plan (the “Plan”) and pursuant to a form of option agreement attached hereto as Exhibit B (the “Option Agreement”). The incentive option shall have a term of ten years and an exercise
price of $0.68 per share and shall vest as follows: 25% after 90-day initial employment probationary period, 25% ratably over the next 12 quarters, and 50% ratably over the twelve (12) quarters commencing nine (9) months from the Effective Date. Any
terms contained in this Agreement regarding the exercisability or vesting of such options, including without limitation this Section 3(e) and Section 7, shall be reflected in the terms of the Option Agreement. Employee shall also be eligible to
receive additional awards thereunder at the discretion of the Board (or a compensation committee thereof). 
  
 (f) Employee shall also be entitled to holidays, sick leave and other time off and to participate in those life, health or other insurance
plans and other employee pension and welfare benefit programs, plans, practices and benefits generally made available from time to time to all employees of Employer; provided that nothing herein shall obligate Employer to continue any of such
benefits for Employee if discontinued for other employees. Without limiting the foregoing, Employee shall be entitled to paid vacation during each fiscal year of the term of twenty (20) days. 
  
 4. Reimbursement of Expenses. Employer shall pay or reimburse Employee
for all reasonable travel and other expenses incurred by Employee in performing his obligations under this Agreement and also, to the extent consistent with Employer’s policy, for any dues and costs of appropriate professional organization and
continuing professional education, in each case subject to such reasonable documentation and substantiation as Employer may require. 
  
 5. Covenants of Employee. 
  
 (a) Covenant Not to Compete. Employee covenants that during the “Noncompetition Period” ((as defined in Section 5(h)) and
within the “Noncompetition Area” (as 

  

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defined in Section 5(i)), he shall not, directly or indirectly, as principal, agent, officer, director, shareholder, member, employee, consultant or trustee,
or through the agency of any person, firm, corporation, partnership, limited liability company, association or other entity (collectively, “Entity”), engage in the “Business” (as defined in Section 5(j)). Without limiting the
generality of the foregoing, Employee agrees that during the Noncompetition Period and within the Noncompetition Area, he shall not be (i) the owner of the outstanding capital stock or other equity interests of any Entity (other than Employer or its
affiliates) that, directly or indirectly, engages in the Business; or (ii) an officer, director, partner, manager, member, consultant or employee of any Entity that, directly or indirectly, engages in the Business; provided, that this Section 5(a)
shall not prevent Employee from (A) being an employee of any area or division of any Entity to the extent that such area or division does not, directly or indirectly, engage in the Business or (B) beneficially owning less than 1% of the stock of a
corporation traded on a national securities exchange or The Nasdaq National Market. 
  
 (b) Nondisclosure Covenant. The parties acknowledge that Employer and its affiliates are enterprises whose success is attributable
largely to the ownership, use and development of certain valuable confidential and proprietary information (the “Proprietary Information”), and that Employee’s employment with Employer will involve access to and work with such
information. Employee acknowledges that his relationship with Employer is a confidential relationship, and agrees that (i) he shall not, either directly or indirectly, use any Proprietary Information for his own benefit, or divulge, disclose or
communicate any Proprietary Information in any manner whatsoever to any person or Entity other than to employees or agents of Employer having a need to know such Proprietary Information to perform their responsibilities on behalf of Employer, and to
other person or Entities in the normal course of Employer’s business. This nondisclosure obligation shall apply to all Proprietary Information, whether or not Employee participated in the development thereof. Upon termination of his employment
with Employer for any reason, Employee will return to Employer all Proprietary Information in any medium and all other documents, data, materials or property of Employer (including any copies thereof) in his possession. For purposes of this
Agreement, the term “Proprietary Information” shall include any and all proprietary information related to the business of Employer and its affiliates and stockholders, or to any of their products, services, sales or operations, which is
not generally known to the public, specifically including (but without limitation): trade secrets, processes, formulae, compounds and properties thereof, data, files, research results, computer programs and related source codes and object codes,
improvements, inventions, techniques, marketing plans, strategies, forecasts, copyrightable material, suppliers, methods and manner of operations; information relating to the identity, needs and location of all past, present and prospective
customers; and information with respect to the internal affairs of Employer and its affiliates. Such Proprietary Information may or may not contain legends or other written notice that it is of a confidential or proprietary nature. The parties
stipulate that, as between them, the above-described matters are important and confidential and gravely affect the successful conduct of the business of Employer and its affiliates and that any breach of the terms of this Section 5(b) shall be a
material breach of this Agreement. 
  
 (c)
Nonsolicitation Covenant. Employee covenants that during the Noncompetition Period he shall not, directly or indirectly, on behalf of himself or any Entity, call 

  

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upon any of the customers or clients of Employer (or potential customers or clients whose business Employee solicited on behalf of Employer or about whose
needs Employee gained information during this employment with Employer) for the purpose of soliciting or providing any product or service similar to that provided by Employer, nor will he, in any way, directly or indirectly, on behalf of himself or
any Entity solicit, divert or take away, or attempt to solicit, divert, or take away any of the customers, clients, business or patrons of Employer (or potential customers or clients) whose business Employee solicited on behalf of Employer or about
whose needs Employee gained information during this employment with Employer). Employee further covenants that during the Noncompetition Period he shall not, directly or indirectly, on behalf of himself or any Entity, solicit, induce or encourage
any person to leave the employ of Employer. 
  
 (d) Inventions. All inventions, designs, formulae, processes, discoveries, drawings, improvements and developments made by Employee, either solely or in collaboration with others, during his employment with Employer, whether or not
during working hours, and relating to any methods, apparatus, products, compounds, services or deliverables which are made, furnished, sold, leased, used or developed by Employer or its affiliates or which pertain to the Business (the
“Developments”) shall become and remain the sole property of Employer. Employee shall disclose promptly in writing to Employer all such Developments. Employee acknowledges and agrees that all Developments shall be deemed “works made
for hire” within the meaning of the United States Copyright Act, as amended. If, for any reason, such Developments are not deemed works made for hire, Employee hereby assigns to Employer all of his right, title and interest (including, but not
limited to, copyright and all rights of inventorship) in and to such Developments. At the request and expense of Employer, whether during or after employment with Employer, Employee shall make, execute and deliver all application papers, assignments
or instruments, and perform or cause to be performed such other lawful acts as Employer may deem necessary or desirable in making or prosecuting applications, domestic or foreign, for patents (including reissues, continuations and extensions
thereof) and copyrights related to such Developments or in vesting in Employer full legal title to such Developments. Employee shall assist and cooperate with Employer or its representatives in any controversy or legal proceeding relating to such
Developments, or to any patents, copyrights or trade secrets with respect thereto. If for any reason Employee refuses or is unable to assist Employer in obtaining or enforcing its rights with respect to such Developments, he hereby irrevocably
designates and appoints Employer and its duly authorized agents as his agents and attorneys-in- fact to execute and file any documents and to do all other lawful acts necessary to protect Employer’s rights in the Developments. Employee
expressly acknowledges that the special foregoing power of attorney is coupled with an interest and is therefore irrevocable and shall survive (i) his death or incompetency, (ii) the termination of his employment with Employer and (iii) the
termination of this Agreement. 
  
 (e) Loyalty
and Best Efforts. Employee agrees to be a loyal employee and that he will at all times faithfully, industriously and to the best of his ability, experience and talents perform all the duties that may be required of him pursuant to the express
and implicit terms hereof, to the reasonable satisfaction of Employer, commensurate with his position, and to comply with all rules, regulations, and policies established or issued by Employer. Such duties shall be rendered at such place as Employer
designates and Employee acknowledges that he may 

  

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be required to travel as shall reasonably be required to promote the business of Employer. To the extent reasonably required by the duties assigned to him,
Employee shall devote substantially all his time, attention, knowledge and skills to the business and interest of Employer and Employer shall be entitled to all the benefits, profits and other issue arising from or incident to all work, service and
advice of Employee. During the Term, Employee shall not be interested, directly or indirectly, in any manner as partner, manager, officer, director, shareholder, member, adviser, consultant, employee or in any other capacity in any other business;
provided, that nothing herein contained shall be deemed to prevent or limit the right of Employee to beneficially own less than 1% of the stock of a corporation traded on a national securities exchange or The Nasdaq National Market as long as such
passive investment does not interfere with or conflict with the performance of services to be rendered hereunder. Employee pledges that during the term of this Agreement, Employee shall not, directly or indirectly, engage in any business which could
detract from Employee’s ability to apply his best efforts to the performance of his duties hereunder. Employee further agrees to obtain prior written consent before engaging in any other occupation, and he agrees to refrain from taking
advantage of any corporate opportunities of the Employer. 
  
 (f) Independent Covenants. Each of the covenants on the part of Employee contained in Sections 5(a), (b), (c), (d) and (e) of this Agreement shall be construed as an agreement independent of each other such
covenant. The existence of any claim or cause of action of Employee against Employer, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by Employer of any such covenant. 
  
 (g) Reasonableness; Injunction. Employee acknowledges
that his covenants contained in Section 5 of this Agreement are reasonably necessary for the protection of Employer and its affiliates and their businesses, and that such covenants are reasonably limited with respect to the activities prohibited,
the duration thereof, the geographic area thereof, the scope thereof and the effect thereof on Employee and the general public. Employee further acknowledges that violation of the covenants would immeasurably and irreparably damage Employer and its
affiliates, and by reason thereof Employee agrees that for a violation or threatened violation of any of the provisions of this Agreement, Employer shall, in addition to any other rights and remedies available to it, at law or otherwise, be entitled
to an injunction to be issued by any court of competent jurisdiction enjoining and restraining Employee from committing any violation or threatened violation of this Agreement. Employee consents to the issuance of such injunction. Furthermore,
Employer shall, in addition to any other rights or remedies available to it, at law or otherwise, be entitled to reimbursement of court costs, attorneys’ fees and other expenses incurred as a result of a breach of this Agreement. Employee
agrees to reimburse Employer for such expenses promptly following a final determination that he has breached this Agreement. 
  
 (h) Noncompetition Period. “Noncompetition Period” shall mean the period commencing on the date Employee’s
employment is terminated, for whatever reason, and continuing until nine (9) months following such termination of Employee’s employment. 
  
 (i) Noncompetition Area. The “Noncompetition Area” shall consist of the entire world. 
  

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 (j) Business. For the purposes of this Agreement, the “Business” shall
mean the business of developing, manufacturing, marketing or selling therapeutic products that use synthetic nicotine cholinergic compounds. 
  
 (6) Disability. Upon the “disability” of Employee, this Agreement may be terminated by action of the Board upon 30 days prior written
notice (the “Disability Notice”), such termination to become effective only if such disability continues. If, prior to the effective time of the Disability Notice, Employee shall recover from such disability and return to the full-time
active discharge of his duties, then the Disability Notice shall be of no further force and effect and Employee’s employment shall continue as if the same had been uninterrupted. If Employee shall not so recover from his disability and return
to his duties, then his services shall terminate at the effective time of the Disability Notice with the same force and effect as if that date had been the end of the Term originally provided for hereunder. Such termination shall not prejudice any
benefits payable to Employee that are fully vested as of the date of such termination. Prior to the effective time of the Disability Notice, Employee shall continue to earn all compensation to which Employee would have been entitled as if he had not
been disabled, such compensation to be paid at the time, in the amounts, and in the manner provided in Section 3(a). A “disability” of Employee shall be deemed to exist at all times that Employee is considered by the insurance Employer
which has issued any policy of disability insurance owned by Employer or for which premiums are paid by Employer (the “Employer Policy”) to be totally disabled under the terms of such policy. In the event there is no Employer Policy,
“disability” shall mean the inability, by reason of physical or mental incapacity, impairment or infirmity, of Employee to perform, upon request, his regular duties required herein for six consecutive months, and the determination of the
existence or nonexistence of disability shall be made by a medical doctor who is licensed to practice medicine in the State of North Carolina mutually acceptable to the Board and to Employee (or, if Employee is incapacitated, his spouse).

  
 7. Termination. 
  
 (a) If Employee shall die during the Term, this Agreement
and the employment relationship hereunder will automatically terminate on the date of death, which date shall be the last day of the Term; provided that such termination shall not prejudice any benefits payable to Employee or Employee’s
beneficiaries that are fully vested as the date of death. 
  
 (b) Employer may terminate Employee’s employment under this Agreement at any time with or without Just Cause. Any termination without Just Cause shall be effective upon written notice to Employee. Any termination
with Just Cause shall be effective immediately or at such other time set by the Board. “Just Cause” shall mean (i) Employee’s willful and material breach of this Agreement and his continued failure to cure such breach to the
reasonable satisfaction of the Board within thirty (30) days following written notice of such breach to Employee from the Board; (ii) Employee’s conviction of, or entry of a plea of guilty or nolo contendere to a felony or a misdemeanor
involving moral turpitude, (iii) Employee’s willful commission of an act of fraud, breach of trust, or dishonesty including, without limitation, embezzlement, that results in material damage or harm to the business, financial condition or


  

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assets of Employer; (iv) Employee’s intentional damage or destruction of substantial property of Employer; (v) Employee’s violation of
Employer’s policies prohibiting employment discrimination and/or workplace harassment; and (vi) Employee’s commission of any act (or omission) contrary to the ethical or professional standards generally expected of Employer or of
Employee’s profession. Just Cause shall be determined by the Board in its reasonable discretion and the particulars of any determination shall be provided to Employee in writing. At any time within ninety (90) days of receipt by Employee in
writing of such determination, Employee may object to such determination in writing and submit the determination to arbitration in accordance with Section 8(j). If such determination is overturned in arbitration, Employee will be treated as having
been terminated without Just Cause and shall be entitled to the benefits of Section 7(d). 
  
 (c) Employee may voluntarily terminate his employment with Employer on thirty (30) days prior written notice to Employer. 
  
 (d) Upon any termination pursuant to this Section 7,
Employee shall be entitled to receive a lump sum equal to any base salary earned as of the termination date, and a pro rata portion of the target bonus, reflecting bonus, if any, earned and accrued as of the termination date. In addition, if
this Agreement and Employee’s employment hereunder is terminated by (i) Employer (or its successor) other than for Just Cause, or (ii) Employee for Good Reason, Employee shall be entitled to the following: 
  
 (A) severance, payable monthly, equal to Employee’s
then current base salary for nine (9) months following such termination or, if shorter, until such time as Employee secures other employment (the “Severance Period”); 
  
 (B) nine (9) months acceleration of unvested stock options to purchase capital stock or restricted stock of
the Employer held by Employee; 
  
 (C) the health
care (including medical and dental) and life insurance benefits coverage provided to Employee at his date of termination shall be continued at the same level and in the same manner as if his employment had not terminated (subject to the customary
changes in such coverages if Employee reaches age 65 or similar events), for the Severance Period, followed by COBRA election rights. Any additional coverages Employee had at termination, including dependent coverage, will also be continued for such
period on the same terms. Any costs Employee was paying for such coverages at the time of termination shall continue to be paid by Employee. If the terms of any benefit plan referred to in this section do not permit continued participation by
Employee, then Employer will arrange for other coverage providing substantially similar benefits at the same contribution level of Employee, and 
  
 (D) outplacement counseling services selected by Employer, up to a maximum of $10,000. 
  
 (e) If Employer (or its successor) terminates
Employee’s employment for Just Cause, Employee shall forfeit any unexercised vested stock options at the date of termination. If 

  

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Employee terminates his employment or if Employment (or its successor) terminates Employee’s employment without Just Cause, Employee shall have ninety
(90) days from the date of termination to exercise any vested options. 
  
 (f) For purposes hereof, “Good Reason” shall mean the occurrence of any of the following events without Employee’s express written consent, and absent such events as listed in the following subsections
(A) and (B), employee waives any right or entitlement to claim or contend that he has been “constructively discharged” as this term is defined under applicable common law or statute: 
  
 (A) Employer’s breach of its obligation to confer any
of the benefits and compensation provided in Sections 3 and 4 of this Agreement, which breach is not cured within thirty (30) days following written notice to Employer from Employee; and 
  
 (B) any purported termination of the employment of Employee by Employer (or any successor entity) which is
not effected in accordance with this Agreement. 
  
 (g) Except as otherwise provided in this Section 7, upon termination of this Agreement for any reason, Employee shall not be entitled to any form of severance benefits, including benefits otherwise payable under any of Employer’s
regular severance plans or policies, or any other payment whatsoever. Employee agrees that the payments and benefits provided hereunder, subject to the terms and conditions hereof shall be in full satisfaction of any rights which he might otherwise
have or claim by operation of law, by implied contract or otherwise, except for rights which he may have under any employee benefit plan of Employer. Accordingly, Employee understands that his rights under this Section 7 shall be forfeited in the
event that he files any claim or lawsuit with a court or governmental agency seeking damages, back wages, or similar remedies under state or federal law pertaining to the employment relationship. 
  
 8. Miscellaneous. 
  
 (a) This Agreement shall be governed by and construed in
accordance with the laws of the State of North Carolina without regard to conflicts of law principles thereof. 
  
 (b) With the exception of the aforementioned Option Agreement, this Agreement constitutes the entire Agreement between Employee and
Employer with respect to the subject matter hereof, and supersedes in their entity any and all prior oral or written agreements, understandings or arrangements between Employee and Employer or any of its affiliates relating to the terms of
Employee’s employment by Employer (including without limitation the 2000 Equity Incentive Plan), and all such agreements, understandings and arrangements are hereby terminated and are of no force and effect. Employee hereby expressly disclaims
any rights under any such agreements, understandings and arrangements. This Agreement may not be amended or terminated except by an agreement in writing signed by both parties. 
  

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 (c) This Agreement may be executed in two or more counterparts, each of which shall be
deemed an original and all of which, taken together, shall constitute one and the same instrument. 
  
 (d) Any notice or other communication required or permitted under this Agreement shall be effective only if it is in writing and delivered
in person or by nationally recognized overnight courier service or deposited in the mails, postage prepaid, return receipt requested, addressed as follows: 
  
 To Employer: 
  
 Targacept, Inc. 
 200 East First Street

 Suite 300 
 Winston-Salem,
North Carolina 27101-4165 
 Attn: President 
  
 To Employee: 
  
 Jeffrey P. Brennan 
 230 Sturbridge Lane

 Southport, CT 06890 
  
 Notices given in person or by overnight courier service shall be deemed given when delivered in person or the day after delivery to the courier addressed to the address
required by this Section 8(d), and notices given by mail shall be deemed given three days after deposit in the mails. Any party hereto may designate by written notice to the other party in accordance herewith any other address to which notices
addressed to him shall be sent. 
  
 (e) The
provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. It is understood and agreed that no failure or delay by
Employer or Employee in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder. 
  
 (f) This
Agreement may not be assigned by Employee without the written consent of Employer. This Agreement shall be binding on any successors or assigns or either party hereto. 
  
 (g) For purposes of this Agreement, employment of Employee by any affiliate of Employer shall be deemed to
be employment by Employer hereunder, and a transfer of employment of Employee from one such affiliate to another shall not be deemed to be a termination of employment of Employee by Employer or a cessation of the Term, it being the intention of the
parties hereto that employment of Employee by any affiliate of Employer shall be 

  

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treated as employment by Employer and that the provisions of this Agreement shall continue to be fully applicable following any such transfer. 
  
 (h) The respective rights and obligations of the parties
hereunder shall survive any termination of the Term or Employee’s employment with Employer to the extent necessary to preserve such rights and obligations for their stated durations. 
  
 (i) In the event that it shall become necessary for either
party to retain the services of an attorney to enforce any terms under this Agreement, the prevailing party, in addition to all other rights and remedies hereunder or as provided by law, shall be entitled to reasonable attorneys’ fees and costs
of suit. Employer shall reimburse Employee for the reasonable fees and expenses of counsel to Employee for the original negotiation of this Agreement. 
  
 (j) Any controversy or claim arising out of or relating to this Agreement shall be settled by arbitration in accordance with Commercial
Arbitration Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitration panel, which shall consist of three members, may be entered in any court having jurisdiction. Any arbitration shall be held in
Winston-Salem, North Carolina, unless otherwise agreed in writing by the parties. One arbitrator shall be selected by Employee, one arbitrator shall be selected by Employer, and the third arbitrator shall be selected by the two arbitrators selected
by Employee and Employer. 
  
 [THE NEXT PAGE IS THE SIGNATURE PAGE]

  

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 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above
written. 
  

			
	TARGACEPT, INC.
		
	By:	 	 /s/ J. Donald deBethizy

	 	 	

	 	 	 J. Donald deBethizy, Ph.D.
 President and CEO



  

	
	EMPLOYEE:
	
	 /s/ Jeffrey P. Brennan

	

	 Jeffrey P. Brennan



  

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 Exhibit A 
  
 Relocation Package 
  

			
	Moving Expenses:	  	100% of moving company costs.
	 Closing Costs:
	  	 Seller’s normal closing costs, including realtor’s fee, for the residence in Connecticut; excludes prepaid or escrowed interest, taxes,
insurance.
 Purchaser’s normal closing costs associated with the purchase of a residence in North Carolina; excludes points, pro-forma interest and
taxes.

	Temporary Living:	  	Subsidy of up to $1,500/month for maximum of 12 months for temporary housing in Winston-Salem. If Connecticut residence is sold prior to August 2004, Targacept will subsidize temporary
housing in Connecticut up to $3,000/month and pay temporary storage of furniture in the state of Connecticut through August 31, 2004.
	Relocation Allowance:	  	$3,000 lump sum.

  

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 Exhibit B 
  
 Option Agreement 
  
 2000 Equity Incentive Plan 
 of

 Targacept, Inc. 
  
 Stock Option Agreement 
 (Jeffrey P.
Brennan) 
  
 Date Option granted:   September 1, 2003 
 Date Option expires:   September 1, 2013 
 Number of shares subject
to Option:   160,000 
 Option price (per share):   $0.68 
 Class of Option: Incentive Stock Options 
  

			
	 Date Installment First Exercisable

	  	 Number of
 Shares in
 Installment


	 November 29, 2003
	  	40,000
	 December 31, 2003
	  	3,334
	 March 31, 2004
	  	3,333
	 June 30, 2004
	  	10,000
	 September 30, 2004
	  	10,000
	 December 31, 2004
	  	10,000
	 March 31, 2005
	  	10,000
	 June 30, 2005
	  	10,000
	 September 30, 2005
	  	10,000
	 December 31, 2005
	  	10,000
	 March 31, 2006
	  	10,000
	 June 30, 2006
	  	10,000
	 September 30, 2006
	  	10,001
	 December 31, 2006
	  	6,666
	 March 31, 2007
	  	6,666

  

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