**Exhibit 4.75**

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**GreenwichBiosciences, Inc.**

**Changein Control and Severance Benefit Plan**

 

 

The Greenwich Biosciences,Inc. Change in Control and Severance Benefit Plan (the “***Plan***”) is hereby established effective upon theEffective Date (as defined in the Appendix). The purpose of the Plan is to provide for the payment of change in control and severancebenefits to eligible service providers of the Company. This Plan document also is the Summary Plan Description for the Plan. Capitalizedterms used in this Plan shall have the meanings set forth in the **Appendix**which is attached hereto and incorporated herein in its entirety.

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**(a)           EligibleParticipants**. Each and every employee of the Company who primarily lives in and works for the Company in the U.S. is a Participanteligible to receive Change in Control Benefits set forth in Section 3(a). While the Plan is intended primarily for the benefitof employees, the Plan Administrator has the discretion to designate in writing other individuals who provide services (includingnon-employee services) to the Company as Participants eligible to receive Change in Control Benefits set forth in Section 3(a),and the provision of any such benefits to such individuals shall in no way obligate the Company, any Company Group member or thePlan Administrator to provide such benefits to any other individual, even if similarly situated. In addition, the Plan Administratormay, in its discretion, designate in writing any individual Participant as eligible to receive Severance Benefits, which benefitswill be set forth in a separate Participation Agreement with the Participant. In order to be eligible for any such Severance Benefits,a Participant must (1) execute and return the Participation Agreement to the Company within the time period provided therein and(2) execute a Release within the applicable time period set forth therein, and allow such Release to become effective in accordancewith its terms, which must occur in no event more than 60 days following the date of the Participant’s Involuntary Termination,CIC Termination or RIF Termination, as applicable.

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**(b)           PlanBenefits Provided In Lieu of Individual Agreement Benefits.** This Plan shall supersede any change in control or severance benefitplan, policy or practice previously maintained by the Company with respect to a Participant and any change in control or severancebenefits in any individually negotiated employment contract or other written or oral agreement between the Company and a Participant;*provided that*, this Plan shall be in addition to, and not supersede, the terms of the LTIP and any equity award grantedto a Participant thereunder and, for the avoidance of doubt, this Plan shall not interfere with or affect the rights of the Companyto discharge any individual or such individual to terminate his or her employment or other services with the Company and, exceptas provided otherwise in a Participant’s Participation Agreement (if any), any written notice or pay-in-lieu of notice provisionsthat the Company and a Participant have previously agreed to.

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**(c)           Exceptionsto Severance Benefit Entitlement.** An individual who otherwise is Participant designated to receive Severance Benefits and hastimely executed a Participation Agreement will not receive Severance Benefits under the Plan in the following circumstances, asdetermined by the Plan Administrator in its sole discretion:

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**(1)       **TheParticipant voluntarily terminates employment with the Company in order to accept employment with another entity that is whollyor partly owned (directly or indirectly) by the Company or a member of the Company Group.

 

 

 

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**(2)       **TheParticipant is offered an identical or substantially equivalent or comparable position with the Company or a member of the CompanyGroup. For purposes of the foregoing, a “substantially equivalent or comparable position” is one that provides theemployee substantially the same level of responsibility and compensation and would not give rise to the employee’s rightto a Resignation for Good Reason.

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**(3)       **TheParticipant is offered immediate reemployment by a successor to the Company (or Parent, if applicable) or by a purchaser of theassets of the Company (or Parent, if applicable), as the case may be, following a Change in Control and the terms of such reemploymentwould not give rise to the employee’s right to a Resignation for Good Reason. For purposes of the foregoing, “immediatereemployment” means that the employee’s employment with such successor entity or asset purchaser, as the case may be,results in uninterrupted employment such that the employee does not incur a lapse in pay or benefits as a result of the Changein Control. For the avoidance of doubt, a Participant who becomes immediately reemployed as described in this Section 2(c)(3) bya successor to the Company (or Parent, if applicable) or by a purchaser of the assets of the Company (or Parent, if applicable),as the case may be, following a Change in Control shall continue to be a Participant following the date of such reemployment.

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**(4)       **TheParticipant is rehired by the Company or a member of the Company Group and recommences employment prior to the date Severance Benefitsunder the Plan are scheduled to commence.

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**(d)           Terminationor Reduction of Benefits**. A Participant’s right to receive benefits under this Plan shall terminate immediately if, atany time prior to or during the period for which the Participant is receiving benefits under the Plan, the Participant, withoutthe prior written approval of the Plan Administrator, breaches any material statutory, common law, or contractual obligation tothe Company or a member of the Company Group (including, without limitation, the contractual obligations set forth in any confidentiality,non-disclosure and developments agreement or similar type agreement between the Participant and the Company or Company Group member,as applicable).

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**(a)           Changein Control Benefits**. The following provisions of this Section 3(a) shall apply to all Participants upon a Change in Control.

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**(1)       **Upona Parent CIC (irrespective of whether such Parent CIC is also a Company CIC), all Equity Awards will receive Full Acceleration,as of immediately prior to the Closing or on such other date as the Committee may determine (such date being no later than theClosing).

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**(2)       **Upona Company CIC that is not also a Parent CIC, to the extent the surviving or acquiring entity (or its parent company) in such CompanyCIC does not either assume or continue any Participant’s Equity Award (whether unvested or vested) or substitute a similarstock award for such Equity Award (including but not limited to, an award to acquire the same consideration paid to the stockholdersof the Company in the Company CIC), then, such Equity Award that is not assumed, continued, or substituted for shall receive FullAcceleration, as of immediately prior to the Closing or on such other date as the Committee may determine (such date being nolater than the Closing). If and to the extent that any Participant’s Equity Award is assumed, continued or substituted forby the surviving or acquiring entity (or its parent company) in such Company CIC as described above in this Section 3(a)(2) (suchaward, a “***Replacement Equity Award***”), then if the Participant incurs an Involuntary Termination uponClosing or within the 24 months following Closing, such Replacement Equity Award shall, to the extent not previously accelerated,receive Full Acceleration, effective upon such Involuntary Termination.

 

 

 

 

**(b)           SeveranceBenefits.** If a Participant has been offered a Participation Agreement providing for Severance Benefits, the terms of suchSeverance Benefits shall be set forth in the Participation Agreement. The Plan Administrator, in its sole discretion, shall havethe authority to reduce a Participant’s Severance Benefits, in whole or in part, by any other severance benefits, pay andbenefits provided during a period following written notice of a business closing or mass layoff, pay and benefits in lieu of suchnotice, or other similar benefits payable to the Participant by the Company or a Company Group member that become payable in connectionwith the Participant’s termination of employment pursuant to (i) any applicable legal requirement, including, without limitation,the U.S. Worker Adjustment and Retraining Notification Act or any other similar state law or (ii) any Company or Parent policyor practice providing for the Participant to remain on the payroll for a limited period of time after being given notice of thetermination of the Participant’s employment, and the Plan Administrator shall so construe and implement the terms of thePlan. Any such reductions that the Plan Administrator determines to make pursuant to this Section 3(b) shall be made such thatany Severance Benefit under the Plan shall be reduced solely by any similar type of benefit under such legal requirement, agreement,policy or practice (*i.e*., any cash severance benefits under the Plan shall be reduced solely by any cash payments or severancebenefits under such legal requirement, agreement, policy or practice). The Plan Administrator’s decision to apply such reductionsto the Severance Benefits of one Participant and the amount of such reductions shall in no way create any obligation to apply thesame reductions in the same amounts to the Severance Benefits of any other Participant, even if similarly situated. In the PlanAdministrator’s sole discretion, such reductions may be applied on a retroactive basis, with Severance Benefits previouslypaid being re-characterized as payments pursuant to the Company’s (or Parent’s, if applicable) statutory obligation,as applicable, and to the extent permissible under applicable law.

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**(c)           ParachutePayments.** If any payment or benefit a Participant will or may receive from the Company, Company Group member or otherwise(a “***Payment***”) would (i) constitute a “parachute payment” within the meaning of Section280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “***ExciseTax***”), then any such Payment shall be equal to the Reduced Amount. The “***Reduced Amount***”shall be either (x) the largest portion of the Payment that would result in no portion of the Payment (after reduction) beingsubject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e.,the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state, local and foreignemployment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Participant’sreceipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may besubject to the Excise Tax. If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount isdetermined pursuant to clause (x) of the preceding sentence, the reduction shall occur in the manner (the “***ReductionMethod***”) that results in the greatest economic benefit for the Participant. If more than one method of reductionwill result in the same economic benefit, the items so reduced will be reduced pro rata (the “***Pro Rata Reduction Method***”).

 

Notwithstanding any provisionsin this Section above to the contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion ofthe Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A,then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the impositionof taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extentpossible, the greatest economic benefit for the Participant as determined on an after-tax basis; (B) as a second priority,Payments that are contingent on future events (*e.g.*, being terminated without Cause), shall be reduced (or eliminated)before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferredcompensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferredcompensation within the meaning of Section 409A.

 

 

 

 

Unless the Participantand the Company agree on an alternative accounting firm or law firm, the accounting firm engaged by the entity undergoing the Changein Control (the Company (or the Parent, as applicable) for general tax compliance purposes as of the day prior to the effectivedate of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company or theParent is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shallappoint a nationally recognized accounting or law firm to make the determinations required by this Section. The Company shall bearall expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Company shalluse commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provideits calculations, together with detailed supporting documentation, to Participant and the Company within 15 calendar days afterthe date on which Participant’s right to a Payment becomes reasonably likely to occur (if requested at that time by Participantor the Company) or such other time as requested by Participant or the Company.

 

If the Participant receivesa Payment for which the Reduced Amount was determined pursuant to clause (x) above and the U.S. Internal Revenue Service determinesthereafter that some portion of the Payment is subject to the Excise Tax, the Participant agrees to promptly return to the Companya sufficient amount of the Payment (after reduction pursuant to clause (x) above) so that no portion of the remaining Payment issubject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) above, the Participantshall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

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A Participant who iseligible for Severance Benefits under the Plan will not be entitled to payment of any such Severance Benefits unless and untilthe Participant returns all Company Property. For this purpose, “***Company Property***” means all documents(and all copies thereof) and other property of the Company and all Company Group members which the Participant had in Participant’spossession at any time, including, but not limited to, files, notes, drawings, records, plans, forecasts, reports, studies, analyses,proposals, agreements, financial information, research and development information, sales and marketing information, operationaland personnel information, specifications, code, software, databases, computer-recorded information, tangible property and equipment(including, but not limited to, computers, facsimile machines, mobile telephones, servers), credit cards, entry cards, identificationbadges and keys; and any materials of any kind which contain or embody any proprietary or confidential information of the Companyor any member of the Company Group (and all reproductions thereof in whole or in part).

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All payments and benefitsunder the Plan will be subject to applicable required withholding for federal, state, foreign and local taxes. All benefits providedunder the Plan are intended to satisfy the requirements for an exemption from application of Section 409A to the maximum extentthat an exemption is available and any ambiguities herein shall be interpreted accordingly; *provided, however*, that tothe extent such an exemption is not available, the benefits provided under the Plan are intended to comply with the requirementsof Section 409A to the extent necessary to avoid adverse personal tax consequences and any ambiguities herein shall be interpretedaccordingly.

 

 

 

 

Notwithstanding anythingto the contrary set forth herein, any Severance Benefits provided under the Plan that constitute “deferred compensation”within the meaning of Section 409A shall not commence in connection with a Participant’s termination of employment unlessand until the Participant has also incurred a Separation from Service, unless the Company reasonably determines that such amountsmay be provided to the Participant without incurring adverse tax consequences under Section 409A. In addition, if and to the extentnecessary to avoid adverse tax consequences under Section 409A, notwithstanding anything to the contrary set forth herein, a “Changein Control” for must also constitute a change in the ownership or effective control of the Company, or in the ownership ofa substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury RegulationsSection 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

 

It is intended that (i) eachinstallment of any benefits payable under the Plan to a Participant be regarded as a separate “payment” for purposesof U.S. Treasury Regulations Section 1.409A-2(b)(2)(i) and (ii) all payments of any such benefits under the Plan satisfy, to thegreatest extent possible, the exemptions from the application of Section 409A, including those provided under Treasury RegulationsSections 1.409A-1(b)(4), 1.409A-1(b)(5) and 1.409A-1(b)(9)(iii). However, if the Company determines that any benefits payable underthe Plan constitute “deferred compensation” under Section 409A and the Participant is a “specified employee”of the Company, as such term is defined in Section 409A(a)(2)(B)(i), then, solely to the extent necessary to avoid the impositionof the adverse personal tax consequences under Section 409A, (A) the timing of such benefits shall be delayed until the earlierof (1) the date that is six months and one day after the Participant’s Separation from Service and (2) the date of the Participant’sdeath (such applicable date, the “***Delayed Initial Payment Date***”), and (B) the Company shall (1) pay theParticipant a lump sum amount equal to the sum of the benefit payments that the Participant would otherwise have received throughthe Delayed Initial Payment Date if the commencement of the payment of benefits had not been delayed pursuant to this paragraphand (2) commence paying the balance, if any, of the benefits in accordance with the applicable payment schedule.

 

In no event shall paymentof any Severance Benefits under the Plan be made prior to a Participant’s employment termination date or prior to the effectivedate of the Release. If the Company determines that any Severance Benefits provided under the Plan constitute “deferredcompensation” under Section 409A, and the Participant’s Separation from Service occurs at a time during the calendaryear when the Release could become effective in the calendar year following the calendar year in which the Participant’sSeparation from Service occurs, then regardless of when the Release is returned to the Company and becomes effective, the Releasewill not be deemed effective, solely for purposes of the timing of payment of Severance Benefits under this Plan, any earlierthan the latest permitted effective date. Except to the extent that Severance Benefits may be delayed until the Delayed InitialPayment Date pursuant to the preceding paragraph, on the first regular payroll date following the effective date of a Participant’sRelease, the Company shall (1) pay the Participant a lump sum amount equal to the sum of the Severance Benefits that the Participantwould otherwise have received through such payroll date but for the delay in payment related to the effectiveness of the Releaseand (2) commence paying the balance, if any, of the Severance Benefits in accordance with the applicable payment schedule.

 

 

 

 

 

The rights and obligationsof a Participant under this Plan may not be transferred or assigned without the prior written consent of the Plan Administrator.This Plan shall be binding upon any entity or person who is a successor by merger, acquisition, consolidation or otherwise to thebusiness formerly carried on by the Company without regard to whether or not such entity or person actively assumes the obligationshereunder and without regard to whether or not a Change in Control occurs.

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**(a)           Interpretationand Administration.** Prior to the Closing, the Plan Administrator shall be the Committee, which may delegate some of all ofits authority to the Company’s Chief Executive Officer. The Plan Administrator shall have the exclusive discretion and authorityto establish rules, forms, and procedures for the administration of the Plan and to construe and interpret the Plan and to decideany and all questions of fact, interpretation, definition, computation or administration arising in connection with the operationof the Plan, including, but not limited to, the eligibility to participate in the Plan and amount of benefits paid under the Plan.The rules, interpretations, computations and other actions of the Plan Administrator shall be binding and conclusive on all persons.Upon and after the Closing, the Plan will be interpreted and administered in good faith by the Representative who shall be thePlan Administrator during such period. All actions taken by the Representative in interpreting the terms of the Plan and administeringthe Plan upon and after the Closing will be final and binding on all Participants. Any references in this Plan to the “Committee”or “Plan Administrator” with respect to periods following the Closing shall mean the Representative.

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**(b)           Amendment.**The Plan Administrator reserves the right to amend the Plan or any Participation Agreement at any time; *provided, however,*thatany such amendment will not be effective as to a particular Participant who is or may be materially and adversely impacted by suchamendment without the written consent of such Participant, unless such amendment is required pursuant to applicable law or regulationor to avoid adverse tax consequences under Section 409A.

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**(c)           Termination.** Unless otherwise extended by the Committee, the Plan will automatically terminate upon the earliest of: (i) the three yearanniversary of the Effective Date, if the Closing has not occurred on or prior to such date and (ii) following satisfaction ofall the Company’s obligations under the Plan.

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The Plan shall not be deemed(i) to give any employee or other person any right to be retained in the employ or service of the Company or any member of theCompany Group or (ii) to interfere with the right of the Company or any member of the Company Group to discharge any employee orother person at any time, with or without cause, which right is hereby reserved.

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This Plan is intended tobe governed by and shall be construed in accordance with ERISA and, to the extent not preempted by ERISA, the laws of the Stateof California.

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**(a)           Applicationsfor Benefits and Inquiries.** Any application for benefits, inquiries about the Plan or inquiries about present or future rightsunder the Plan must be submitted to the Plan Administrator in writing by an applicant (or his or her authorized representative).The Plan Administrator is:

 

 

 

 

Greenwich Biosciences, Inc.

Remuneration Committee ofthe GW Pharmaceuticals plc Board of Directors or Representative

5750 Fleet Street, Suite 200

Carlsbad, CA 92008

 

with a copy to:

 

Greenwich Biosciences, Inc.

General Counsel

5750 Fleet Street, Suite 200

Carlsbad, CA 92008

 

**(b)           Denialof Claims.** In the event that any application for benefits is denied in whole or in part, the Plan Administrator must providethe applicant with written or electronic notice of the denial of the application, and of the applicant’s right to reviewthe denial. Any electronic notice will comply with the regulations of the U.S. Department of Labor. The notice of denial will beset forth in a manner designed to be understood by the applicant and will include the following:

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**(1)       **thespecific reason or reasons for the denial;

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**(2)       **referencesto the specific Plan provisions upon which the denial is based;

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**(3)       **adescription of any additional information or material that the Plan Administrator needs to complete the review and an explanationof why such information or material is necessary; and

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**(4)       **anexplanation of the Plan’s review procedures and the time limits applicable to such procedures, including a statement of theapplicant’s right to bring a civil action under Section 502(a) of ERISA following a denial on review of the claim, as describedin Section 10(d) below.

 

This notice of denial willbe given to the applicant within 90 days after the Plan Administrator receives the application, unless special circumstances requirean extension of time, in which case, the Plan Administrator has up to an additional 90 days for processing the application. Ifan extension of time for processing is required, written notice of the extension will be furnished to the applicant before theend of the initial 90 day period.

 

This notice of extensionwill describe the special circumstances necessitating the additional time and the date by which the Plan Administrator is to renderits decision on the application.

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**(c)           Requestfor a Review.** Any person (or that person’s authorized representative) for whom an application for benefits is denied,in whole or in part, may appeal the denial by submitting a request for a review to the Plan Administrator within 60 days afterthe application is denied. A request for a review shall be in writing and shall be addressed to:

 

 

 

 

Greenwich Biosciences, Inc.

Remuneration Committee of the GW Pharmaceuticalsplc Board of Directors or Representative

5750 Fleet Street, Suite 200

Carlsbad, CA 92008

 

with a copy to:

 

Greenwich Biosciences, Inc.

General Counsel

5750 Fleet Street, Suite 200

Carlsbad, CA 92008

 

A request for review must set forth all ofthe grounds on which it is based, all facts in support of the request and any other matters that the applicant feels are pertinent.The applicant (or his or her representative) shall have the opportunity to submit (or the Plan Administrator may require the applicantto submit) written comments, documents, records, and other information relating to his or her claim. The applicant (or his or herrepresentative) shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, recordsand other information relevant to his or her claim. The review shall take into account all comments, documents, records and otherinformation submitted by the applicant (or his or her representative) relating to the claim, without regard to whether such informationwas submitted or considered in the initial benefit determination.

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**(d)           Decisionon Review.** The Plan Administrator will act on each request for review within 60 days after receipt of the request, unless specialcircumstances require an extension of time (not to exceed an additional 60 days), for processing the request for a review. If anextension for review is required, written notice of the extension will be furnished to the applicant within the initial 60 dayperiod. This notice of extension will describe the special circumstances necessitating the additional time and the date by whichthe Plan Administrator is to render its decision on the review. The Plan Administrator will give prompt, written or electronicnotice of its decision to the applicant. Any electronic notice will comply with the regulations of the U.S. Department of Labor.In the event that the Plan Administrator confirms the denial of the application for benefits in whole or in part, the notice willset forth, in a manner calculated to be understood by the applicant, the following:

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**(1)       **thespecific reason or reasons for the denial;

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**(2)       **referencesto the specific Plan provisions upon which the denial is based;

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**(3)       **astatement that the applicant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, alldocuments, records and other information relevant to his or her claim; and

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**(4)       **astatement of the applicant’s right to bring a civil action under Section 502(a) of ERISA.

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**(e)           Rulesand Procedures.** The Plan Administrator will establish rules and procedures, consistent with the Plan and with ERISA, as necessaryand appropriate in carrying out its responsibilities in reviewing benefit claims. The Plan Administrator may require an applicantwho wishes to submit additional information in connection with an appeal from the denial of benefits to do so at the applicant’sown expense.

 

 

 

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**(f)       Exhaustionof Remedies.** No legal action for benefits under the Plan may be brought until the applicant (i) has submitted a writtenapplication for benefits in accordance with the procedures described by Section 10(a) above, (ii) has been notified by thePlan Administrator that the application is denied, (iii) has filed a written request for a review of the application in accordancewith the appeal procedure described in Section 10(c) above, and (iv) has been notified that the Plan Administrator has deniedthe appeal. Notwithstanding the foregoing, if the Plan Administrator does not respond to a Participant’s claim or appealwithin the relevant time limits specified in this Section 10, the Participant may bring legal action for benefits under the Planpursuant to Section 502(a) of ERISA.

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The Plan shall be unfunded,and all cash payments under the Plan shall be paid only from the general assets of the Company.

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**(a)           Employerand Plan Identification Numbers.** The Employer Identification Number assigned to the Company (which is the “Plan Sponsor”as that term is used in ERISA) by the Internal Revenue Service is 464429269. The Plan Number assigned to the Plan by the Plan Sponsorpursuant to the instructions of the Internal Revenue Service is 502.

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**(b)           EndingDate for Plan’s Fiscal Year.** The date of the end of the fiscal year for the purpose of maintaining the Plan’s recordsis December 31.

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**(c)           Agentfor the Service of Legal Process.** The agent for the service of legal process with respect to the Plan is:

 

Greenwich Biosciences, Inc.

5750 Fleet Street, Suite 200

Carlsbad, CA 92008

 

In addition, service of legalprocess may be made upon the Plan Administrator.

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**(d)           PlanSponsor.** The “Plan Sponsor” is:

 

Greenwich Biosciences, Inc.

5750 Fleet Street, Suite 200

Carlsbad, CA 92008

(760) 795-2200

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**(e)           PlanAdministrator.** The Plan Administrator is the Committee (or its designee) prior to the Closing and the Representative upon andfollowing the Closing. The Plan Administrator’s contact information is:

 

Greenwich Biosciences, Inc.

Remuneration Committee of the GW Pharmaceuticalsplc Board of Directors or Representative

5750 Fleet Street, Suite 200

Carlsbad, CA 92008

 

 

 

 

with a copy to:

Greenwich Biosciences, Inc.

General Counsel

5750 Fleet Street, Suite 200

Carlsbad, CA 92008

 

The Plan Administrator isthe named fiduciary charged with the responsibility for administering the Plan.

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Participants in this Plan(which is a welfare benefit plan sponsored by Greenwich Biosciences, Inc.) are entitled to certain rights and protections underERISA. If you are a Participant, under ERISA, you are entitled to:

 

**(a)           ReceiveInformation About Your Plan and Benefits**

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**(1)       **Examine,without charge, at the Plan Administrator’s office and at other specified locations, such as worksites, all documents governingthe Plan and a copy of the latest annual report (Form 5500 Series), if applicable, filed by the Plan with the U.S. Department ofLabor and available at the Public Disclosure Room of the Employee Benefits Security Administration;

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**(2)       **Obtain,upon written request to the Plan Administrator, copies of documents governing the operation of the Plan and copies of the latestannual report (Form 5500 Series), if applicable, and an updated (as necessary) Summary Plan Description. The Administrator maymake a reasonable charge for the copies; and

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**(3)       **Receivea summary of the Plan’s annual financial report, if applicable. The Plan Administrator is required by law to furnish eachParticipant with a copy of this summary annual report.

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**(b)           PrudentActions by Plan Fiduciaries.** In addition to creating rights for Plan Participants, ERISA imposes duties upon the people whoare responsible for the operation of the employee benefit plan. The people who operate the Plan, called “fiduciaries”of the Plan, have a duty to do so prudently and in the interest of you and other Participants and beneficiaries. No one, includingyour employer, your union or any other person, may fire you or otherwise discriminate against you in any way to prevent you fromobtaining a Plan benefit or exercising your rights under ERISA.

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**(c)           EnforceYour Rights.**If your claim for a Plan benefit is denied or ignored, in whole or in part, you have a right to know why thiswas done, to obtain copies of documents relating to the decision without charge, and to appeal any denial, all within certain timeschedules.

 

Under ERISA, there aresteps you can take to enforce the above rights. For instance, if you request a copy of Plan documents or the latest annual reportfrom the Plan, if applicable, and do not receive them within 30 days, you may file suit in a U.S. Federal court. In such a case,the court may require the Plan Administrator to provide the materials and pay you up to $110 a day until you receive the materials,unless the materials were not sent because of reasons beyond the control of the Plan Administrator.

 

 

 

 

If you have a claim forbenefits which is denied or ignored, in whole or in part, you may file suit in a U.S. state or Federal court.

 

If you are discriminatedagainst for asserting your rights, you may seek assistance from the U.S. Department of Labor, or you may file suit in a U.S. Federalcourt. The court will decide who should pay court costs and legal fees. If you are successful, the court may order the person youhave sued to pay these costs and fees. If you lose, the court may order you to pay these costs and fees, for example, if it findsyour claim is frivolous.

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**(d)           Assistancewith Your Questions.**If you have any questions about the Plan, you should contact the Plan Administrator. If you have anyquestions about this statement or about your rights under ERISA, or if you need assistance in obtaining documents from the PlanAdministrator, you should contact the nearest office of the Employee Benefits Security Administration, U.S. Department of Labor,listed in your telephone directory or the Division of Technical Assistance and Inquiries, Employee Benefits Security Administration,U.S. Department of Labor, 200 Constitution Avenue N.W., Washington, D.C. 20210. You may also obtain certain publications aboutyour rights and responsibilities under ERISA by calling the publications hotline of the Employee Benefits Security Administration.

 

 

 

 

**Appendix**

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**Definitions**

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**GreenwichBiosciences, Inc.**

**Changein Control and Severance Benefit Plan**

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“***Base Salary***”means base pay from the Company and any other Company Group member, if applicable (excluding incentive pay, premium pay, commissions,overtime, bonuses and other forms of variable compensation) as in effect prior to any reduction that would give rise to a Participant’sright to a Resignation for Good Reason.

 

“***Cause***”means, with respect to a particular Participant, first, as such term is defined the Participant’s written employment or offerletter agreement with the Company or, in absence of such agreement, any of the following events: (i) conviction, indictment orpleading guilty or no contest to any felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the UnitedStates or any state thereof or any country where a member of the Company Group operates; (ii) intentional misconduct; (iii) sustainedpoor job performance and/or failure to meet material performance or production standards, as determined by the Plan Administratorin good faith; (iv) unauthorized use or disclosure of confidential information or trade secrets of any member of the Company Group;(v) attempted commission of, or participation in, a fraud or act of dishonesty against any member of the Company Group; (vi) materialviolation of any contract or agreement between the Participant and any member of the Company Group, any written policy of a memberof the Company Group applicable to the Participant, or of any statutory duty owed to any member of the Company Group; (vii) intentionalact that has or is reasonably likely to lead to a material detrimental effect on the reputation or business of any member of theCompany Group; (viii) failure to cooperate with any member of the Company Group in any investigation or formal proceeding

 

“***Change in Control***”means either a Company CIC or a Parent CIC. For the avoidance of doubt, a Change in Control shall not require both a Company CICand a Parent CIC but shall be deemed to occur in the event of either a Company CIC or a Parent CIC.

 

“***Company CIC***”means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events:

 

(i)       thereis consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately afterthe consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior theretodo not own, directly or indirectly, either (A) outstanding voting securities representing 50% of the combined outstanding votingpower of the surviving entity in such merger, consolidation or similar transaction or (B) 50% of the combined outstanding votingpower of the parent of the surviving entity in such merger, consolidation or similar transaction, in each case in substantiallythe same proportions as their ownership of the outstanding voting securities of the Company immediately prior to such transaction;

 

(ii)       thereis consummated a sale, lease, exclusive license or other disposition of all or substantially all of the consolidated assets ofthe Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidatedassets of the Company and its subsidiaries to an entity, 50% of the combined voting power of the voting securities of which areowned by stockholders of the Company in substantially the same proportions as their ownership of the outstanding voting securitiesof the Company immediately prior to such sale, lease, license or other disposition; or

 

 

 

 

(iii)       anyExchange Act Person becomes the owner, directly or indirectly, of securities of the Company representing 50% or more of the combinedvoting power of the Company’s then outstanding securities other than by virtue of a merger, consolidation or similar transaction.Notwithstanding the foregoing, a Change in Control shall not be deemed to occur (A) on account of the acquisition of securitiesof the Company directly from the Company, (B) on account of the acquisition of securities of the Company by an investor, any affiliatethereof or any other Exchange Act Person that acquires the Company’s securities in a transaction or series of related transactionsthe primary purpose of which is to obtain financing for the Company through the issuance of equity securities, or (C) solely becausethe level of ownership held by any Exchange Act Person (the “***Subject Person***”) exceeds the designatedpercentage threshold of the outstanding voting securities as a result of a repurchase or other acquisition of voting securitiesby the Company reducing the number of shares outstanding, provided that if a Change in Control would occur (but for the operationof this sentence) as a result of the acquisition of voting securities by the Company, and after such share acquisition, the SubjectPerson becomes the owner of any additional voting securities that, assuming the repurchase or other acquisition had not occurred,increases the percentage of the then outstanding voting securities owned by the Subject Person over the designated percentage threshold,then a Change in Control shall be deemed to occur.

 

Notwithstanding the foregoingor any other provision of this Plan, the term Change in Control shall not include a sale of assets, merger or other transactioneffected exclusively for the purpose of changing the domicile of the Company.

 

“***Change in ControlPeriod***” means the period commencing one month prior to the Closing and ending 24 months following the Closing.

 

“***Closing***”means the initial closing of the Change in Control as defined in the definitive agreement executed in connection with the Changein Control. In the case of a series of transactions constituting a Change in Control, “Closing” means the first closingthat satisfies the threshold of the definition for a Change in Control.

 

“***Code***”means the U.S. Internal Revenue Code of 1986, as amended, including any applicable regulations and guidance thereunder.

 

“***Committee***”means the Remuneration Committee of the Board of Directors of Parent.

 

“***Company***”means Greenwich Biosciences, Inc., a Delaware corporation and the wholly-owned subsidiary of Parent, or, following a Change inControl, the surviving entity or acquiring entity (in the case of a Change in Control that is a sale, lease, exclusive licenseor other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries), as applicable,resulting from such event.

 

“***Company Group***”means the Company, the Parent and any Group Member (as defined in the LTIP) (and references in the Plan to a “member”of the Company Group shall mean each of the Company, the Parent and every Group Member).

 

“***CIC Termination***”means an Involuntary Termination that occurs within the Change in Control Period.

 

“***Disability***”means, with respect to a Participant, such Participant is unable to engage in any substantial gainful activity by reason of anymedically determinable physical or mental impairment which can be expected to result in death or which has lasted or can be expectedto last for a continuous period of not less than 12 months, as provided in Sections 22(e)(3) of the Code, and will be determinedby the Company or on the basis of such medical evidence as the Company deems warranted under the circumstances.

 

 

 

 

“***Effective Date***”means February 27, 2017, the date this Plan was approved by the Committee and became effective.

 

“***Equity Award***”means each outstanding stock option and other stock-based award (including a Conditional Award, as defined in the LTIP), as applicable,granted under the LTIP.

 

“***ERISA***”means the U.S. Employee Retirement Income Security Act of 1974.

 

“***Exchange ActPerson***” means any natural person, entity or “group” (within the meaning of Section 13(d) or 14(d) ofthe U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder), except that “ExchangeAct Person” will not include (i) the Parent, Company or any subsidiary of the Company, (ii) any employee benefit plan ofthe Parent, Company or any subsidiary of the Company or any trustee or other fiduciary holding securities under such an employeebenefit plan, (iii) an underwriter temporarily holding securities pursuant to a registered public offering of such securities,(iv) an entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as theirownership of stock of the Company; or (v) any natural person, entity or “group” (within the meaning of Section 13(d)or 14(d) of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder) that, asof the Effective Date, is the owner, directly or indirectly, of securities of the Company representing 50% of the combined votingpower of the Company’s then outstanding securities.

 

“***Full Acceleration***”means the vesting and exercisability (if applicable) of each Participant’s Equity Award(s) shall be accelerated in full.For purposes of determining the number of shares that will vest pursuant to Full Acceleration with respect to any Equity Awardsubject to vesting based on the achievement of performance conditions for which such performance achievement has not occurred asof such acceleration, notwithstanding anything to the contrary in an individual Equity Award Agreement, vesting acceleration shalloccur assuming all applicable performance conditions had been fully satisfied on or before the date of such acceleration.

 

“***InvoluntaryTermination***” means a termination of Participant’s continuous service with the Company that is due to (i) atermination by the Company (or Parent, if applicable) without Cause (and other than as a result of the Participant’s deathor Disability) or (ii) Participant’s Resignation for Good Reason.

 

“***LTIP***”means the GW Pharmaceuticals plc Long-Term Incentive Plan as approved by the shareholders of the Parent on March 18, 2008 and amendedmost recently on May 5, 2015, as amended from time to time (including any current or future sub plan thereto); *provided that*,if adopted by the shareholders of Parent in 2017, “***LTIP***” means the GW Pharmaceuticals plc 2017 Long-TermIncentive Plan, as amended from time to time (including any current or future sub plan thereto). The Plan Administrator may, withoutthe consent of any Participant, update the meaning of “***LTIP***” (and references to rules therein) to referto any future long term equity incentive plan adopted by Parent that is maintained to grant future equity incentives to employeesof the Company or Parent in lieu of the LTIP described in the foregoing sentence.

 

“***Parent***”means GW Pharmaceuticals plc (registered in England and Wales with registered number 4160917).

 

 

 

 

“***Parent CIC***”means any of the events described in in LTIP Rule 12.1 (*General offers*) or Rule 12.2 (*Schemes of arrangement and winding-up*)(or any successor rules or sections thereto) which amounts to a change in “Control” as defined in the LTIP.

 

“***Participant***”means each and every employee of the Company who primarily lives in and works for the Company in the U.S. (and, if specificallyapproved by the Plan Administrator, any other individual who provides services to the Company) and who has timely executed a ParticipationAgreement with the Company, if required, as further specified in Section 2(a).

 

“***ParticipationAgreement***” means a written agreement, in such form prepared by the Company, between a Participant and the Companythat provides for Severance Benefits and such other terms as the Plan Administrator deems necessary or advisable in accordancewith the Plan.

 

“***Plan***”means the Greenwich Biosciences, Inc. Change in Control and Severance Benefit Plan.

 

“***Plan Administrator***”means the Committee (or its designee) prior to the Closing and the Representative upon and following the Closing, as applicable,as further described in Section 7(a).

 

“***Release***”means a general waiver and release of claims in favor of the Company and the Company Group in such form as provided by the Company.

 

“***Representative***”means one or more members of the Committee or other persons or entities designated by the Committee (or its designee) prior toor in connection with a Change in Control that will have authority to administer and interpret the Plan upon and following theClosing as provided in Section 7(a).

 

“***Resignationfor Good Reason***” means, with respect to a particular Participant, the Participant’s resignation from all positionssuch Participant then holds with the Company and any member of the Company Group, as a result of the occurrence of any of the followingevents, conditions or actions described in (i) or (ii) below, as applicable, taken by the Company or Company Group member (as applicable)without Cause and without such Participant’s consent:

** **

**(i)       **withrespect to a resignation that is effective prior to Closing: (1) material reduction in such Participant’s authority, dutiesor responsibilities (and not simply a change in title or reporting relationships); (2) a material reduction of such Participant’sannual base salary, which is a reduction of more than 10% of such base salary (unless pursuant to a salary reduction program thatoccurs prior to a Change in Control and is applicable generally to the Company’s similarly situated employees); (3) a relocationof such Participant’s principal place of employment with the Company (or successor to the Company, if applicable) to a placethat increases such Participant’s one-way commute by more than 35 miles as compared to such Participant’s then-currentprincipal place of employment immediately prior to such relocation (excluding regular travel in the ordinary course of business);or (4) a material breach of the Plan by any successor to the Company or Parent in a Change in Control. 

** **

**(ii)       **withrespect to a resignation that is effective upon or following Closing: (1) material reduction in such Participant’s authority,duties or responsibilities (which shall include, but not be limited to, a material reduction in such Participant’s policyor decision making authority or a material reduction in the budget or personnel over which Participant retains authority); (2)a material reduction in the authority, duties or responsibilities of the supervisor to whom the Participant is required to report;(3) a material reduction of such Participant’s annual base salary, which is a reduction of more than 10% of such base salary;(4) a relocation of such Participant’s principal place of employment with the Company (or successor to the Company, if applicable)to a place that increases such Participant’s one-way commute by more than 35 miles as compared to such Participant’sthen-current principal place of employment immediately prior to such relocation (excluding regular travel in the ordinary courseof business); or (5) a material breach of the Plan by any successor to the Company or Parent in a Change in Control. 

 

 

 

 

In either case of (i) or(ii), as applicable, in order for any Participant’s resignation to constitute a Resignation for Good Reason, the Participantmust first give the Company written notice of the action or omission giving rise to “Resignation for Good Reason” within30 days after the first occurrence thereof; the Company must fail to reasonably cure such action or omission within 30 days afterreceipt of such notice (the “***Cure Period***”), and the Participant’s resignation must be effectivenot later than 30 days after the expiration of such Cure Period.

 

“***RIF Termination***”means a termination of Participant’s service with the Company that is (1) due to a termination by the Company (or Parent,if applicable) without Cause (and other than as a result of the Participant’s death or Disability) and (2) in connectionwith or as a consequence of a reduction-in-force, a determination of redundancy, a reorganization, a restructuring or other corporateoperational or financial decision not based primarily on job performance or conduct. A Participant who declines an offer to betransferred to a position with the Company or a member of the Company Group with substantially the same pay and benefits and whichwould not give rise to the Participant’s right to a Resignation for Good Reason shall not be considered to have suffereda RIF Termination, unless otherwise determined by the Plan Administrator, in its sole discretion. 

 

“***Section 409A***”means Section 409A of the Code and any state law of similar effect.

 

“***Separation fromService***” means a “separation from service,” as such term is defined in U.S. Treasury Regulations Section1.409A-1(h).

 

“***Severance Benefits***”means special discretionary benefits provided to select Participants in the event of an Involuntary Termination, CIC Terminationand/or RIF Termination, which are provided in a Participation Agreement.

 

“***Short-TermDeferral Deadline***” means, with respect to a payment to the Participant under the Plan, the day that is the 15thday of the third month following the end of the later of (1) Participant’s first taxable year in which such paymentis no longer subject to a “substantial risk of forfeiture” (as defined in Section 409A) or (ii) the Company’s(or other service recipient’s, under Section 409A) first taxable year in which such payment is no longer subject to a “substantialrisk of forfeiture” (as defined in Section 409A).