Exhibit 10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”), made effective as of January4th, 2021, is entered into by Intercept Pharmaceuticals, Inc. (the “Company”) and Bryan Ball(“Executive”).

WHEREAS, the Company desires to employ Executive, and Executive desires to beemployedbytheCompany.

NOW THEREFORE, in consideration of the mutual covenants and promises contained inthis Agreement, and other good and valuable consideration, the receipt and sufficiency of whichareherebyacknowledgedbytheparties to this Agreement, the parties agreeas follows:

1.Term of Employment.TheCompanyherebyagreestoemployExecutive,andExecutivehereby acceptsemploymentwiththeCompany,uponthetermssetforthinthisAgreement, for the period commencing on January 11th, 2021 or such date as may be otherwiseagreeduponwiththeCompany(the“CommencementDate”)andendingontheoneyearanniversary thereof, unless sooner terminated in accordance with the provisions of Section 4(suchperiod,the“InitialTerm”);provided,however,thatoneachanniversaryoftheCommencement Date, the term of employment under this Agreement shall be automaticallyextended for an additional one-year period (each such period, a “Subsequent Term”) unlessterminated sooner pursuant to Section 4 or if, at least thirty (30) days prior to the applicableanniversary date, either Executive or the Company provides written notice to the other partyelecting not to extend.The Initial Term together with each Subsequent Term, if any, are referredtohereinafter as the“Agreement Term.”

2.Title; Capacity.During the Agreement Term, the Company will employ Executive asits Chief Quality Officer to perform the duties and responsibilities inherent in such position andsuch other duties and responsibilities consistent with such position as the President & ChiefExecutive Officer of the Company (the “CEO”) shall from time to time reasonably assign to him.Onanannualbasis,theCompany’sBoardofDirectors(the“Board”)inconsultationwithExecutive and the CEO, will set reasonably attainable, specificgoals pursuant to the objectivesof the Company as in effect from time to time.Executive shall report directly to the CEO andshall be subject to the supervision of, and shall have such authority as is delegated to Executiveby,theCEO,whichauthorityshallbesufficienttoperformExecutive’sdutieshereunder.Executive will be based at the Company’s headquarters in New York, New York.Subject toSection 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executive. Executive shall devote substantially all of his business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive’s personal investments and affairs; provided, however, that the activities

set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive’s duties and responsibilities hereunder.

3. Compensation and Benefits.

3.1 Salary.The Company shall pay Executive an initial annualized base salary of $405,00.00, payable in accordance with the Company’s regular payroll practices. Such base salary shall be subject to annual review and increase (but not decrease) as may be determined and approved by the Board or the Company’s Compensation Committee in its sole discretion.

3.2 Bonuses.

(a)Annual Bonus. At the end of a given fiscal year, Executive will be eligible to receive a bonus based on a target equal to 50% of his base salary in effect at the end of such fiscal year. Executive’s annual bonus for the fiscal year in which the Commencement Date occurs shall be based upon his annualized base salary and shall not be prorated. The amount of any such bonus shall be based on factors including, but not limited to, Executive’s achievement, as determined by the Board or the Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion, of reasonable goals and milestones established in advance by the Board or the Compensation Committee in consultation with the CEO and Executive. The period for calculation of the bonus shall be consistent with the Company’s fiscal year. Such bonus, if any, will be paid to Executive on or after January 1 and in any case no later than March 15 of the immediately succeeding fiscal year. The bonus shall be paid in cash; provided that, if requested by Executive and approved by the Board, some or all of the bonus may be paid in equity under the Company’s stockholder approved stock plan then in effect (valued at the fair market value thereof), or any combination of the foregoing. To the extent that the Company is required pursuant to Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act to develop and implement a policy (the “Policy”) providing for the recovery from the Executive of any payment of incentive-based compensation paid to the Executive that was based upon erroneous data contained in an accounting statement, this Agreement shall be deemed amended and the Policy incorporated herein by reference as of the date that the Company takes all necessary corporate action to adopt the Policy, without requiring any further action of the Company or the Executive, provided that any such Policy shall only be binding on the Executive if the same Policy applies to the Company’s other executive officers.

3.3 Equity Awards.

(a)On the Commencement Date, or as soon as practical thereafter, theCompany shall grant Executive (i) a stock option under its 2012 Equity Incentive Plan (asamended from time to time, the “2012 Plan”) to purchase 39,185 shares of the Company’scommon stock at a per share exercise price equal to the closing price of the common stock on thedate ofgrant (the“Time-Based Option”), and (ii) a restricted stockaward for 25,000 shares oftheCompany’scommon stock(the“Restricted Stock”).

(b)Each of the Time-Based Option and the Restricted Stock will be evidenced in writing by an agreement provided by the Company. The Time-Based Option shall vest as follows: (i) one-quarter of the Time-Based Option will vest on the first anniversary of the Commencement Date; and (ii) the remaining balance will vest in equal monthly installments in arrears over the three (3) year period commencing on the first anniversary of the Commencement Date and ending on the fourth anniversary of the Commencement Date, all subject to Executive’s

continued employment by the Company and the terms of the 2012 Plan, except as otherwise set forth herein. The Time-Based Option agreement will specify that vested options shall be exercisable for up to ten (10) years, subject to the terms of this Agreement and the 2012 Plan. The shares underlying the Restricted Stock shall vest as follows: (x) one-quarter of the shares underlying the Restricted Stock will vest on the first anniversary of the Commencement Date; and (y) the remaining balance will vest in equal quarterly installments in arrears over the three (3) year period commencing on the first anniversary of the Commencement Date and ending on the fourth anniversary of the Commencement Date, all subject to Executive’s continued employment by the Company and the terms of the 2012 Plan, except as otherwise set forth herein.

(c)At the sole discretion of the Board or the Company’s Compensation Committee, additional stock options or other equity-based awards may be granted to Executive from time to time.

3.4Fringe Benefits.Executive shall be entitled to participate in all bonus and benefit programs that the Company establishes and makes available to its U.S.-based executives and/or employees from time to time, including, but not limited to, health care plans, dental care plans, vision care plans, supplemental retirement plans, life insurance plans, disability insurance plans and incentive compensation plans, to the extent that Executive is eligible under, and subject to the terms and conditions of, the applicable plan documents governing such programs. The Company shall pay 100% of the premium cost for health insurance coverage for Executive, his spouse and children, provided that his spouse and dependents are not covered by an equivalent health insurance plan provided by his spouse’s employer. Executive shall be eligible to accrue up to four (4) weeks of paid vacation each calendar year (to be taken at such times and in such number of days as Executive shall determine in consultation with the CEO and in a manner so as not to impair or otherwise interfere with Executive’s ability to perform his duties and responsibilities hereunder). The vacation days for which Executive is eligible shall accrue at the rate of 1.67 days per month that Executive is employed during such calendar year. Vacation accrual will be capped at 1.75 times Executive’s annual vacation accrual. When Executive’s accrued vacation reaches the cap, he will not accrue additional vacation time until some of the previously accrued vacation is used and the accrued amount falls below the cap, unless the Company is acquired by another business venture, in which case none of the previous year’s accrued vacation will be subject to a cap. Executive shall also be eligible for paid holidays and paid sick days annually, in accordance with the Company’s policies for its senior executives as in effect from time to time. At the end of each calendar year, all unused sick days shall be forfeited.

3.5Reimbursement of Expenses.The Company shall reimburse Executive for reasonable travel, entertainment and other expenses incurred or paid in connection with, or related to the performance of Executive’s duties, responsibilities or services under this Agreement, upon presentation by Executive of documentation, expense statements, vouchers and/or such other supporting information as the Company may request. Executive must submit proper documentation for each such expense within sixty (60) days after the later of (i) his incurrence of such expense or (ii) his receipt of the invoice for such expense. The Company will reimburse Executive for that expense within thirty (30) days after receipt of the documentation.

3.6Withholdings.Payments made under this Section 3 shall be subject toapplicablefederal, state and localtaxes and withholdings, if any.

4.Termination of Employment Period.TheAgreementTermshallterminateupontheoccurrenceofanyof the following:

4.1Expiration of the Agreement Term.   This Agreement shall expire at theend of the Agreement Term; provided, that notice is given in accordance with Section 1 of thisAgreement.

4.2Termination by the Company for Cause.At the election of the Company,the Executive may be terminated by the Company for Cause (as defined below), immediatelyfollowing written notice by the Company to Executive, which notice shall identify in reasonabledetailtheCauseuponwhichterminationisbased,exceptthatforreason4.2(a)(iv)below,termination may not occur prior to the expiration of the thirty (30) day period to cure.For thepurposesof this Agreement, “Cause”forterminationshall be deemedto exist upon:

(a)agoodfaithfindingbytheCompanythat(i)Executivehasengaged in material dishonesty, willful misconduct or gross negligence in connection with theperformance of his duties; (ii) Executive has committed any act of fraud or embezzlement withrespect to the Company or any of its affiliates; (iii) Executive has breached or has threatened tobreach his Invention, Non-Disclosure, and Non-Solicitation Agreement; or (iv) Executive hasmaterially breached this Agreement, and Executive has failed to cure such conduct or breachwithinthirty(30)daysafter his receipt ofwrittennoticefrom theCompanyof suchbreach; or

(b)Executive’s conviction, guilty plea, or entry of nolo contendere toanycrimeinvolvingmoral turpitude, fraud or embezzlement, or anyfelony.

4.3Termination By Executive with Good Reason.Executive may terminate the Agreement Term with Good Reason. For purposes of this Agreement, “Good Reason” means the occurrence, without Executive’s written consent, of any of the events or circumstances set forth in clauses (a) through (c) below. In addition, notwithstanding the occurrence of any of the events enumerated in clauses (a) through (c), such occurrence shall not be deemed to constitute Good Reason if, within thirty (30) days after the Company’s receipt of written notice from Executive of the occurrence or existence of an event or circumstance enumerated in clauses (a) through (c), such event or circumstance has been remedied by the Company. Executive shall not be deemed to have terminated his employment with Good Reason unless Executive first delivers a written notice of termination to the Company identifying in reasonable detail the acts or omissions constituting Good Reason within ninety (90) days after their occurrence and the provision of this Agreement relied upon, such acts or omissions are not cured by the Company within thirty (30) days of the receipt of such notice, and Executive actually ends his employment within one-hundred and twenty (120) days after the Company’s failure to cure.

(a)the assignment to Executive of duties inconsistent in any material respect with Executive’s position as Chief Quality Officer (including status, offices, titles, authority, or responsibilities) or any other action or omission by the Company which results in a material diminution in Executive’s position, status, offices, titles, authority, responsibilities, or reporting requirements;

(b)a change by the Company in the location at which Executive performs his principal duties for the Company to a different location that is outside a radius of fifty (50) miles from (i) Executive’s principal residence immediately prior to the date on which such change occurs

and (ii) the location at which Executive performed his principal duties for the Company immediately prior to the date on which such change occurs; or

(c)any material breach by the Company of this Agreement or anyothermaterial agreementbetween the Companyand Executive.

4.4Death or Disability.This Agreement shall terminate upon Executive’s death or disability. As used in this Agreement, the determination of “disability” shall occur when Executive, due to a physical or mental disability, for a period of 60 consecutive days, or 120 days in the aggregate whether or not consecutive, during any 360-day period, is unable to perform the services contemplated under this Agreement. A determination of disability shall be made by a physician satisfactory to both Executive and the Company; provided, that, if Executive and the Company do not agree on a physician, Executive and the Company shall each select a physician and these two together shall select a third physician, whose determination as to disability shall be binding on all parties.

4.5Termination by Executive Without Good Reason or Termination by the Company Without Cause.At the election of Executive without Good Reason or by the Company without Cause, upon not less than thirty (30) days’ prior written notice to the other party.

5. Effect of Termination.

5.1Payments Upon Termination for Any Reason.In the event Executive’s employment terminates pursuant to Section 4, the Company shall pay to Executive (or Executive’s estate or legal representative, if applicable), on the date of Executive’s termination of employment with the Company (or as soon thereafter as is practicable, consistent with applicable law and the terms of any deferred compensation plan or agreement), the compensation and benefits under Sections 3.1, 3.4 and 3.5 that are accrued and unpaid through such termination date (including, without limitation, an amount equal to all accrued but unused vacation pay and unreimbursed expenses). In the event of termination of Executive’s employment by Executive by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, the Company for Cause pursuant to Section 4.2, by reason of Executive’s death or disability pursuant to Section 4.4, or by Executive without Good Reason pursuant to Section 4.5, Executive shall not receive any compensation or benefits other than as expressly stated in this Section 5.1 and as otherwise required by law.

5.2Termination by the Company Without Cause, by the Company by Reason of Non-Renewal of Agreement Term, or by Executive for Good Reason.Subject to Section 5.3 below, in addition to the payments and provisions under Section 5.1, in the event of termination of Executive’s employment by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, provided that Executive executes a release of claims substantially in the form attached hereto as Exhibit A (the “Release”), which Release must be effective and irrevocable prior to the sixtieth (60th) day following the termination of the Executive’s employment (the “Review Period”), the Company shall provide Executive with the following:

(a)twelve (12) months of Executive’s base salary in effect at the timeof termination of employment, payable according to the Company’s payroll commencing on thefirst payroll date following the date the Release is effective and irrevocable (the“PaymentDate”),subject to compliancewith Sections 5.5 and 12.6; and

(b)the Company will, for a period of twelve (12) months followingExecutive’s termination from employment, continue Executive’s participation in the Company’sgroup health plan and dental plan and shall pay that portion of the premiums that the CompanypaidonbehalfofExecutiveandhisdependentsduring Executive’semployment,provided,however, that if the Company’s health insurance plan and/or dental plan does not permit suchcontinuedparticipationinsuchplanafterExecutive’sterminationofemployment,thentheCompany shall pay that portion of the premiums associated with COBRA continuation coveragethattheCompanypaidonbehalfofExecutiveandhisdependentsduringExecutive’semployment, including any administrative fee, on Executive’s behalf for such twelve-monthperiod; and provided, further, that if Executive becomes employed with another employer duringtheperiodinwhichcontinuedhealthinsuranceand/ordentalinsuranceisbeingprovidedpursuant to this Section, the Company shall not be required to continue such health and dentalbenefits, or if applicable, to pay the costs of COBRA, if Executive becomes covered under ahealth insurance plan of the new employer.(For purposes of this Section 5.2(b), the term“Executive” shall include, to the extent applicable, Executive’s spouse and any of Executive’sdependents covered under the Company’s group health plan and/or dental plan prior to histerminationofemployment.)

5.3 Termination in the Event of a Change in Control.

(a)In addition to the payments and provisions under Section 5.1 but inlieu of, and not in addition to, the payments required pursuant to Section 5.2 above, in the eventExecutive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reasonpursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any suchcase within twelve (12) months following a Change in Control (as defined below) provided thatsuch Change in Control also qualifies as a “change in control event” within the meaning ofTreasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penaltytaxes under Section 409A) and provided that Executive (or Executive’s legal representative, ifapplicable) executes a Release and the Release becomes effectiveand irrevocable prior to theendoftheReviewPeriod,Executiveshallbeentitled to thefollowing:

(i)a lump sum cash amount equal to twelve (12) months of Executive’s base salary in effect at the time of Executive’s termination, such payment to be made on the Payment Date, subject to compliance with Sections 5.5 and 12.6;

(ii)foruptotwelve(12)monthsafterExecutive’sdateoftermination,theCompany shallcontinueExecutive’sparticipationintheCompany’sgrouphealth and dental plan and shall pay that portion of the premiums that the Company paid onbehalf of Executive and his dependents during Executive’s employment; provided, however, thatif the Company’s health insurance plan and/or dental insurance plan does not permit Executive’scontinued participation in such plan after his termination of employment, then the Company shallpaythatportionofthepremiumsassociatedwithCOBRAcontinuationcoveragethattheCompany paidonbehalfof Executive andhisdependentsduring Executive’semployment,includingadministrativefees,onExecutive’sbehalfforsolongasCOBRAcontinuationcoverage is available,

up to twelve (12) months; and provided, further, that if Executive becomesemployed with another employer during the period in which continued health insurance and/ordental insurance is being provided pursuant to this Section, the Company shall not be required tocontinue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, if Executivebecomes covered under a health insurance plan and/or dental plan of the new employer. (Forpurposes of this Section 5.3(a)(ii), the term “Executive” shall include, to the extent applicable,Executive’s spouse and any of Executive’s dependents covered under the Company’s grouphealthplan and/or dental planprior to his termination ofemployment.)

(b)As used herein, “Change in Control” shall occur or be deemed to occur if any of the following events occur:

(i)any sale, lease, exchange or other transfer (in one transaction or a series of transactions) of all or substantially all of the assets of the Company; or

(ii)any consolidation or merger of the Company (including,without limitation, a triangular merger) where the shareholders of the Company immediatelyprior to the consolidation or merger, would not, immediately after the consolidation or merger,beneficially own, directly or indirectly, shares representing in the aggregatemore than fiftypercent (50%) of the combined voting power of all the outstanding securities of the corporationissuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, ifany);or

(iii)a third person, including a “person” as defined in Section13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (but otherthan(x)theCompany,(y)anyemployeebenefitplanoftheCompany,or(z)investorspurchasing equity securities of the Company pursuant to a financing or a series of financingsapprovedbytheBoardofDirectorsoftheCompany)becomesthebeneficialowner(asdefinedinRule13d-3undertheExchangeAct)directlyorindirectly,ofControllingSecurities(asdefined below). “Controlling Securities” shall mean securities representing 25% or more of thetotalnumber ofvotes that maybe cast fortheelection ofthe directorsof theCompany.

5.4 Effect of Termination on Stock Options and Other Equity Compensation.

(a)In the event of Executive’s termination by Executive by reason ofnon-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by the Company for Causepursuant to Section 4.2, or by Executive without Good Reason pursuant to Section 4.5, allunvested stock options and other equity-based awards granted to Executive before and after thedate ofthisAgreementshallbeimmediatelyforfeitedupontheeffectivedateofsuch termination of employment or as otherwise provided in the award agreement; provided, that, Executive shall have until the earlier of the expiration date of the option or ninety (90) days from the date of termination of Executive to exercise all vested options unless the stock plan pursuant to which the option is granted requires earlier termination in connection with a liquidation or sale of the Company.

(b)In the event of Executive’s termination by the Company by reasonof non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for GoodReason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, andprovided that Executive(or Executive’s legal representative, if applicable) executesa Releaseand the Release becomes effective and irrevocable prior to the end of the Review Period, thatnumber of Executive’s unvested stock options and other service-based equity-based awards thatwould

otherwise have vested from the effective date of Executive’s termination to the firstanniversary of such date shall vest as of the date the Release is effective and irrevocable andExecutive (or Executive’s estate or legal representative, if applicable) shall have until the earlierof the expiration date of the option or one (1) year from the date of termination of Executive’semployment to exercise all vested options unless the stock plan pursuant to which the option isgrantedrequiresearlierterminationinconnectionwithaliquidationorsaleoftheCompany.Anyequityorequity-basedawardswhichvestbasedupontheattainmentofperformancemeasuresshallbegovernedbythetermsoftheapplicableawardagreementgoverningtermination.

(c)IntheeventExecutive’semploymentwiththeCompanyisterminated by the Company by reasonof non-renewal ofthe Agreement Termpursuant toSections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Companywithout Cause pursuant to Section 4.5, in any such case within twelve (12) months following aChange in Control, in lieu of the acceleration provided for pursuant to Section 5.4(b) above,provided that Executive(or Executive’s legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period, to the extent vesting and acceleration will not result in a violation of Section 409A, all of Executive’s unvested stock options and other service-based equity-based awards then in effect shall vest as of the date the Release is effective and irrevocable and Executive (or Executive’s estate or legal representative, if applicable) shall have until the earlier of the expiration date of the option or one (1) year from the date of termination of Executive’s employment to exercise all vested options unless the stock plan pursuant to which the option is granted requires earlier termination in connection with a liquidation or sale of the Company. Any equity or equity-based awards which vest based upon the attainment of performance measures shall be governed by the terms of the applicable award agreement governing termination following a Change in Control.

(d)In the event Executive’s employment with the Company is terminated by reason of disability pursuant to Section 4.4, all unvested stock and stock options granted to Executive before and after the date of this Agreement shall be immediately forfeited upon the effective date of such termination of employment or as otherwise provided in the option agreement; provided, that, Executive shall have until the earlier of the expiration date of the option or one (1) year from the date of termination of Executive’s employment to exercise all vested options unless the stock plan pursuant to which the option is granted requires earlier termination in connection with a liquidation or sale of the Company.

5.5Review Period.In the event that the Review Period begins in one taxableyear of the Executive and ends in a later taxable year, any payments contingent upon Executive’sexecutionwithoutrevocationoftheReleasepriortotheendoftheReviewPeriodwillcommence to be paid (or as applicable, made in full) on the first payroll date in the later taxableyear.In no event will any payments be made or commence to be paid later than the ninetieth(90th)dayfollowingtheExecutive’sdateoftermination,subjecttocompliancewithSection

12.6herein.

5.6Limitation on Benefits.The Company will make the payments under thisAgreement without regard to whether the deductibility of such payments (or any other paymentsor benefits) would be limited or precluded by Section 280G of the Internal Revenue Code of1986, as amended (the “Code”) and without regard to whether such payments would subjectExecutive to the federal excise tax levied on certain “excess parachute payments” under Section4999oftheCode(the“ExciseTax”);provided,however,thatiftheTotalAfter-TaxPayments(as defined below)

would be increased by the reduction or elimination of any payment and/orotherbenefit(includingthevestingoftheequityawards)underthisAgreement,thentheamounts payable under this Agreement will be reduced or eliminated as follows, if possible: (i)first, by reducing oreliminating any cash payments or other benefits (other than the vesting ofthe equity awards) and (ii) second, by reducing or eliminating the vesting of those equity awardsthat occur as a result of such Change in Control (as provided above), to the extent necessary tomaximizetheTotalAfter-TaxPayments.TheCompany’sindependent,certifiedpublicaccounting firm (the “Accounting Firm”) will determine whether and to what extent payments orvestingunderthisagreementarerequiredtobereducedinaccordancewiththeprecedingsentence. For purposes of this Agreement, “Total After-Tax Payments” means the total of all“parachute payments” (as that term is defined in Section 280G(b)(2) of the Code) made to or forthe benefit of Executive (whether made under the Agreement or otherwise) by the Company orany of its affiliates, after reduction for all applicable federal, state and local income taxes,employment, social security andMedicare taxes, the imposition of the Excise Tax and all othertaxes, determined by applying the highest marginal rate under Section 1 of the Code and understateandlocallawswhichapplied(orislikelytoapply)totheExecutive’staxableincomeforthe tax year in which thetransaction which causes the application of Section 280G of the Codeoccurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to theExecutive in the relevant tax year(s) in which any of the parachute payments are expected to bemade. The Company agrees to pay for all costs associated with the Accounting Firm and thedetermination of the payments or vesting required to be reduced and for the avoidance of doubt,shall not be required to pay any taxes, penalties, interest or other expenses to which Executivemay be subject. If it is ultimately determined (by IRS private letter ruling or closing agreement,court decision or otherwise) that Executive’s parachute payments were reduced by too much orby too little in order toaccomplish the purpose of this Section 5.6, the Executive and theCompany shall promptly cooperate to correct such underpayment or overpayment in a mannerconsistentwith the purposeof this Section5.6.

5.7Withholdings.Payments made under this Section 5 shall be subject to applicable federal, state and local taxes and withholdings. If the payment of any COBRA or health insurance premiums would otherwise violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Code, the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code.

6.Notices.Allnotices,requests,consentsandothercommunicationshereunderwillbeinwriting,willbeaddressed,iftotheCompany,atitsprincipalcorporateofficestotheattentionoftheLegalDepartment,andiftoExecutive,athisaddresssetforthonthesignaturepageheretoorinthepersonnel records of the Company (as applicable), or in either case, such other address as a partymay designate by notice hereunder, and will be either (i) delivered by hand, (ii) sent by overnightcourier, or (iii) sent by registered or certified mail, return receipt requested, postage prepaid.Allnotices,requests,consentsandothercommunicationshereunderwillbedeemedtohavebeengiveneither (i) if by hand, at the time of the delivery thereof to the receiving party at the address of suchparty set forth above, (ii) if sent by overnight courier, on the next business day following the daysuch notice is delivered to the courier service, or (iii) if sent by registered or certified mail, on thefifthbusinessdayfollowingthedaysuchmailingismade.

7.Absence of Restrictions. Executive represents and warrants that Executive is notbound by any employment contracts, restrictive covenants or other restrictions that prevent himfrom entering into employment with, or carrying out his responsibilities for, the Company, orwhich are in any way inconsistent with any of the terms of this Agreement. Executive furtherrepresents that, except as Executive has previously disclosed or described to the Company,Executive is not bound by the terms of any agreement with any previous employer or other partyto refrain from using or disclosing any trade secret or confidential or proprietary information inthecourseofhisemploymentwiththeCompany,torefrainfromcompeting,directlyorindirectly, with the business of such previous employer or any other party, or to refrain fromsolicitingemployees,customersorsuppliersofsuchpreviousemployerorotherparty.Executive further represents that he will not disclose to the Company or induce the Company touseanyconfidentialorproprietaryinformationormaterialbelongingtoanypreviousemployerorothers.

8.Entire Agreement.This Agreement constitutes the entire agreement between thepartiesandsupersedesallprioragreementsandunderstandings,whetherwrittenororalrelatingto the subject matter of this Agreement, with the exception of the Invention, Non-Disclosure,Non-Competition and Non-Solicitation Agreement by and between the Company and Executive.Notwithstanding the foregoing, the parties to this Agreement acknowledge that stock options andother equity awardsmay be granted by the Company toExecutive under andpursuant tothe2012Planandanyamendmentsthereto,aswellasanyadditionalplans,andtheawardagreementsrelated to such plans.

9.Amendment.ThisAgreementmaybeamendedormodifiedonlybyawritteninstrumentexecuted byboth theCompanyand Executive.

10.Governing Law; Consent to Jurisdiction.ThisAgreementshallbeconstrued,interpreted and enforced in accordance with the laws of the State of New York without regard toconflict of law principles.Any action, suit or other legal proceeding arising under or relating toany provision of this Agreement shall be commenced only in a court of the County of New York,State of New York (or, if appropriate, a federal court located within the County of New York,State of New York), and the Company and Executive each consents to the jurisdiction of such acourt.THE COMPANY AND EXECUTIVE EACH HEREBY IRREVOCABLY WAIVE ANYRIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR OTHER LEGAL PROCEEDINGARISINGUNDER ORRELATING TOANYPROVISIONOFTHIS AGREEMENT.

11.Successors and Assigns.This Agreement shall be binding upon and inure to thebenefit of both parties and their respective successors and assigns, including any corporation orother entity with which, or into which, the Company may be merged orwhich may succeed tothe Company’s assets or business, provided, however, that the obligations of Executive arepersonal and shall not be assigned by him.Any purported assignment of this Agreement byExecutiveshallbenullandvoid.Notwithstandingtheforegoing,ifExecutivediesthecompensation and benefits stated in this Agreement will be paid to his beneficiary or his estate ifnobeneficiary.

12. Miscellaneous.

12.1No Waiver.No delay or omission by the Company in exercising any right underthis Agreement shall operate as a waiver of that or any other right. A waiver or consentgiven on any one occasion shall be effective only in that instance and shall not be construedas abar or waiver ofanyright on anyother occasion.

12.2Captions.The captions of the sections of this Agreement are for convenience ofreference only and in no way define, limit or affect the scope or substance of any section ofthisAgreement.

12.3Severability.In case any provision of this Agreement shall be invalid, illegal orotherwise unenforceable, the validity, legality and enforceability of the remaining provisionsshallin no waybeaffected or impaired thereby.

12.4Counterparts.   This Agreement may be executed in two or more counterparts,each of which shall be deemed an original but all of which together shall constitute one andthe same instrument. This Agreement may be delivered by facsimile, and facsimile signaturesshallbetreatedasoriginalsignaturesforallapplicablepurposes.

12.5Blue Penciling.Totheextentthatanyprovisionhereinorinanyplanofnonqualifieddeferredcompensationthatthisdocumentisapartofcontravenestherequirements of Code Section 409A (or the regulations thereunder), such provision shall beappropriatelymodifiedinaccordancewithavailableIRSguidance(includingwithoutlimitation IRS Notice 2010-6 and related guidance) so that Executive is not subject to theadverse effects of Code Section 409A but will nevertheless retain, to the extent possible, theeconomicbenefit of theprovision.

12.6 Section 409A; Withholding.

12.6.1The payments under this Agreement are intended either to be exempt from Section 409A of the Code under the short-term deferral, separation pay, or other applicable exception, or to otherwise comply with Section 409A. The parties agree that this Agreement shall be administered in a manner consistent with such intent. For purposes of Section 409A, all payments under this Agreement shall be considered separate payments. If any amount or benefit payable to the Executive under this Agreement upon a “termination of employment” is determined by the Company to constitute a “deferral of compensation” for purposes of Section 409A (after taking into account any applicable exceptions), such amount or benefit shall not be paid or provided until the Executive has also experienced a “separation from service” from the Company within the meaning of Section 409A. Notwithstanding any provision to the contrary, to the extent Executive is considered a specified employee under Section 409A and would be entitled during the six-month period beginning on Executive’s separation from service to a payment that is not otherwise excluded under Section 409A, such payment will not be made until the earlier of the six-month anniversary of Executive’s separation from service or death; provided that the first payment made after the delay shall include all amounts that would have been paid earlier but for such six (6) month delay. At the request of the Executive, the Company shall set aside those payments that would otherwise be made in such six-month period in a trust that is in compliance with Rev. Proc. 92-64.

12.6.2If an expense reimbursement or provision of in-kind benefit provided to the Executive under this Agreement is not exempt from Section 409A of the Code, the following rules apply: (i) in no event shall any reimbursement be paid after the last day of the taxable year following the taxable year in which the expense was incurred; (ii) the amount of reimbursable expenses incurred or provision of in-kind benefits in one tax

year shall not affect the expenses eligible for reimbursement or the provision of in-kind benefits in any other tax year; and (iii) the right to reimbursement for expenses or provision of in-kind benefits is not subject to liquidation or exchange for any other benefit.

12.6.3The parties agree to negotiate in good-faith the amendment of this Agreement, as necessary, to avoid any violations of Section 409A in a manner that preserves the original intent of the parties to the extent reasonably possible. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Executive on account of non- compliance with Section 409A.

12.6.4All compensatory payments under this Agreement are subject to any required tax or other withholdings.

12.7Interpretation.References to decisions by the Company will be made by the Board or the applicable Board committee.

[signaturepagefollows]

INWITNESSWHEREOF,thepartiesheretohaveexecutedthisAgreementasofthedayandyear setfirst forth above.

THE COMPANY:

INTERCEPT PHARMACEUTICALS, INC.

By: /s/ David Ford

Name: David Ford

Title: Chief Human Resources Officer

EXECUTIVE:

By: /s/ Bryan Ball

Name: Bryan Ball

Address for Notice Purposes:

[Last address in books and records of the Company]

Exhibit A

RELEASE OF CLAIMS¹

FOR AND IN CONSIDERATION OF the payments and benefits (the “Separation Benefits”)tobeprovidedtomeinconnectionwiththeseparationofmy employment,inaccordancewiththeEmploymentAgreementbetweenInterceptPharmaceuticals,Inc.(the“Company”) and me dated January 4^th, 2021 (the “Agreement”), which Separation Benefits areconditioned on my signing this Release of Claims (“Release”) and which I will forfeit unless Iexecute and do not revoke this Release of Claims, I, on my own behalf and on behalf of my heirsand estate, voluntarily, knowingly and willingly release and forever discharge the Company, itssubsidiaries, affiliates, parents, and, in their capacities as such,stockholders, together with eachof those entities’ respective officers, directors, stockholders, employees, agents, fiduciaries andadministrators, each in their capacities as such (collectively, the “Releasees”) from any and allclaims and rights of any nature whatsoever which I now have or in the future may have againstthemuptothedateIexecutethisRelease,whetherknownorunknown,suspectedorunsuspected. This Release includes, but is not limited to, any rights or claims relating in anyway to my employment relationship with the Company or any of the other Releasees or thetermination thereof, any contract claims (express or implied, written or oral), including, but notlimitedto,theAgreement,oranyrightsorclaimsunderanystatute,including,withoutlimitation, the Americans with Disabilities Act, the Age Discrimination in Employment Act, theOlder Workers’ Benefit Protection Act, the Rehabilitation Act of 1973 (including Section 504thereof), Title VII of the 1964 Civil Rights Act, the Civil Rights Act of 1866 (42 U.S.C. § 1981),the Civil Rights Act of 1991, the Equal Pay Act, the National Labor Relations Act, the WorkerAdjustment and Retraining Notification Act, the Family Medical Leave Act, the Lilly LedbetterFair Pay Act, the Genetic Information Non-Discrimination Act, the New York State HumanRights Law, the New York City Human Rights Law, and the Employee Retirement IncomeSecurity Act of 1974, all as amended, and any other federal, state or local law.This Releasespecifically includes, but is not limited to, any claims based upon the right to the payment ofwages,incentiveandperformancecompensation,bonuses,equitygrants,vacation,pensionbenefits, 401(k) Plan benefits, stock benefits or any other employee benefits, or any other rightsarising under federal,state or locallawsprohibiting discriminationand/orharassmentonthebasisofrace,color,age,religion,sexualorientation,religiouscreed,sex,nationalorigin,ancestry, alienage, citizenship, nationality, mental or physical disability, denial of family andmedical care leave, medical condition (including cancer and genetic characteristics), maritalstatus,militarystatus, gender identity, harassmentoranyotherbasis prohibited bylaw.

As a condition of the Company entering into this Release, I further represent that I havenot filed against the Company or any of the other Releasees, any complaints, claims or lawsuitswith any arbitral tribunal, administrative agency, or court prior to the date hereof, and that I havenot transferred to any other person any such complaints, claims or lawsuits.I understand that bysigningthisRelease,Iwaivemyrighttoanymonetaryrecoveryinconnectionwithalocal,state or federal

¹  The Executive agrees that the Company may revise this release to satisfy the purpose of providing as full arelease of claims (subject to payment of any benefits provided on the applicable termination of employment) asmay be legally permissible.The Company may revise it to reflect changes in law for releases and may addlanguageforADEAcompliance.

governmentalagencyproceedingandIwaivemyrighttofileaclaimseekingmonetary damages in any arbitral tribunal, administrative agency, or court.This Release doesnot:(i)prohibitorrestrictmefromcommunicating,providingrelevantinformationtoorotherwise cooperating with the U.S. Equal Employment Opportunity Commission, the New YorkState Division of Human Rights, a local commission on human rights or any other governmentalauthority with responsibility for the administration of fair employment practices laws (includingwith respect to SEC Whistleblowing) or my own attorney regarding a possible violation of suchlawsorrespondingtoanyinquiryfromsuchauthority,includinganinquiryabouttheexistenceofthisReleaseoritsunderlyingfacts,or(ii)requiremetonotifytheCompanyofsuchcommunications or inquiry. Furthermore, notwithstanding the foregoing, this Release does notinclude andwillnotpreclude:(a)rightsor claimstovestedbenefitsunderany applicableretirementand/orpensionplans;(b)rightsundertheConsolidatedOmnibusBudgetReconciliation Act of 1985 (“COBRA”); (c) claims for unemployment compensation; (d) rightstodefenseandindemnificationorundertheCompany’sdirectors’andofficers’liabilityinsurance, if any, from the Company for actions or inactions taken by me in the course and scopeof my employment with the Company and its parents, subsidiaries and/or affiliates; (e) any rightsI may have to obtain contribution as permitted by law in the event of entry of judgment againstthe Company as a result of any act or failure to act for which I and the Company are held jointlyliable; (f) any rights to vested equity that vested prior to or because of the termination of myemploymentandrightsas astockholder;and/or(g)anyactions toenforcetheAgreement.

I acknowledge that, in signing this Release, I have not relied on any promises orrepresentations, express or implied, other than those that are set forth expressly herein or in theAgreement and that are intended to survive separation from employment, in accordance with thetermsof the Agreement.

Nondisclosure; Continuing Obligations - I understand and agree that, to theextent permitted by law,the termsandcontentsof this Release (as modified beforesignature)and the contents of the negotiations and discussions resulting in this Release shall be maintainedas confidential by me and must not be disclosed to anyone other than a member of my immediatefamily, my attorney, accountant or other advisor (and, evenas to such a person, only if thepersonagreestohonorthisconfidentialityrequirement)excepttotheextentrequiredbyfederalor state law or as otherwise agreed to in writing by the Company. I acknowledge and reaffirmmyobligationtokeepconfidentialandnotdiscloseanyandallnon-publicinformationconcerningtheCompanythatIacquiredduringthecourseofmyemploymentorotherrelationship with the Company, including any non-public information concerning the Company’sbusinessaffairs,businessprospectsandfinancialcondition,asisstatedmorefullyinanyInvention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement and that I willcomplywith such agreement in all other respects.

The Company understands and agrees that the contents of the negotiations anddiscussionsresultinginthisReleaseshallbemaintainedasconfidentialandshallnotbedisclosed to any third parties, except to the extent required or permitted by applicable law or asotherwiseagreed to in writingwithyou.

Pursuant to 18 U.S.C. § 1833(b), I understand that I will not be held criminally orcivillyliableunderanyfederalorstatetradesecretlawforthedisclosureofatradesecretofthe

Company that (a) is made (i) in confidence to a federal, state, or local government official, eitherdirectlyorindirectly,ortomyattorneyand(ii)solelyforthepurposeofreportingorinvestigating a suspected violation of law; or (b) is made in a complaint or other document that isfiled under seal in a lawsuit or other proceeding.If I files a lawsuit for retaliation by theCompany for reporting a suspected violation of law, I may disclose the trade secret to myattorney and use the trade secret information in the court proceeding, if I (a) file any documentcontaining the trade secret under seal, and (b) do not disclose the trade secret, except pursuant tocourt order.Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or createliabilityfor disclosures of tradesecrets that areexpresslyallowed bysuch section.

Mutual Non-Disparagement – I understand and agree that I shall not make anyfalse, disparaging or derogatory statements to any person or entity, including any media outlet,industry group or financial institution, regarding the Company, or any of the other Releasees orabout the Company’s business affairs and financial condition.The Company confirms that it hasinstructed the members of its Board of Directors and its current executive officers to not makeany false, disparaging or derogatory statements to any person or entity, including any mediaoutlet, industry group or financial institution, regarding me, my employment with the Company,or my departure from the Company.Notwithstanding the foregoing, nothing herein preventseither the Releasees or me from making truthful disclosures to any governmental entity or toenforce the Agreement or this Release.For the avoidance of doubt, nothing in this Releaseprohibitsmefromcommunicatingwithagovernmentagency,regulatororlegalauthorityconcerning any possible violations of federal or state law or regulation.Nothing in this Release,however, authorizes the disclosure of information I obtained through a communication that wassubject to the attorney-client privilege, unless disclosure of the information would otherwise bepermittedbyan applicablelawor rule.

Return of Company Property - I confirm that I have returned to the Company ingood working order all Company-owned keys, files, records (and copies thereof), equipment(including computer hardware, software and printers, wireless handheld devices, cellular phones,tablets, smartphones, etc.), Company identification, the Company proprietary and confidentialinformation, and any other Company-owned property in my possession or control and I have leftintact with, or delivered intact to, the Company all electronic Company documents and internalandexternalwebsites,includingthosethatIdevelopedorhelpedtodevelopduringmyemployment, and that I have thereafter deleted, and destroyed any hard copies of, all electronicfiles relating to the Company that are in my possession or control, including any that are locatedon any of my personal computers or external or cloud storage.I further confirm that I havecancelledallaccountsformybenefit,ifany,intheCompany’snameincluding,butnotlimitedto,creditcards,telephonechargecards,cellularphoneand/orwirelessdataaccountsandcomputer accounts. Notwithstanding the foregoing,I understand that I shall be permitted toretain my contacts and calendars and personal correspondence and any documents or data relatedtomycompensation orreasonablyneeded fortax preparation purposes.

Final Compensation – I acknowledge that I have received payment in full for allservices rendered in conjunction with my employment by the Company, including payment forall wages, bonuses, and equity for any period before the date of this Release (other than anycurrent salary and benefits due in the ordinary course in a final paycheck or thereafter), and thatnoothercompensationisowedtome,exceptasprovidedintheapplicableprovisionsofSection

5 of the Agreement; provided that nothing herein shall affect any claims of entitlement I mayhave to vested benefits under any 401(k) plan or other ERISA-covered benefit plan (excludingseverance)provided bytheCompany.

Cooperation – I agree to cooperate with, provide assistance to, and make myselfreasonably available to the Company and its legal counsel in connection with any litigation(including arbitration or administrative hearings) or investigation or examination relating to theCompany or any of its current or former employees, in which, in the reasonable judgment of theCompany or its counsel, my assistance or cooperation is needed due to my personal involvementin or knowledge about the circumstances to which the litigation or investigation relates. I will,when the Company or its counselrequests, provide testimony, be available for interviews orother assistance and travel at the Company’s reasonable request in order to fulfill this obligation.In connection with such litigation or investigation, the Company will use its best efforts toaccommodate my schedule, will provide me with as much notice as possible in advance of thetimes during which my cooperation or assistance is needed, and will reimburse me for anyreasonable travel and lodging expenses incurred in connection with such matters (at a level oftravel consistent with my travel while employed by the Company) and the reasonable fees of anyindependent counsel retained by me if I reasonably believe separate counsel to be appropriate. Iagree not to assist or provide information to any adverse party in any litigation against theCompany or any of its current or former employees, except as required under law or formal legalprocess, unless I provide advance notice to the Company at least 10 days before such assistanceor provision of information (or, if I am so required to assist or provide such information withinless than 10 days of receipt of such requirement, after I provide timely advance notice to theCompany) to allow the Company to take legal action with respect to the matter.Finally, I willundertaketosatisfy requestsforinformationfromtheCompany withrespecttotheaboveundertaking.Nothing in this Release is intended to restrict or preclude me from, or otherwise influence me in, testifying fully and truthfully in legal, administrative, or any other proceedings involving the Company, as required by law or formal legal process.

Tax Provision –IacknowledgethatIamnotrelyinguponadviceorrepresentation of the Company with respect to the tax treatment of any of the payments orbenefits provided by the Company.The benefits provided to me are intended to be exempt fromor compliant with Section 409A of the Internal Revenue Code of 1986.The Company makes no representation or warranty and shall have no liability to me or to any other person if any of the provisions of the Agreement or this Release are determined to constitute deferred compensation subject to Section 409A but not to satisfy an exemption for, or the conditions of, that section. Allpaymentsstated will bereduced byallapplicable taxes and withholdings.

Nature of Agreement – I understand and agree that this Release is a severanceagreement and does not constitute an admission of liability or wrongdoing on the part of theCompany.

Voluntary Assent – I affirm that no other promises or agreements of any kindhave been made to or with me by any person or entity whatsoever to cause me to sign thisRelease, other than as reflected in the Agreement and that I fully understand the meaning andintent of the Release. I acknowledge that, in signing this Release, I have not relied on anypromises or representations, express or implied, other than those that are set forth expresslyhereinorintheAgreementand

thatareintendedtosurviveseparationfromemployment,in accordance with the terms of the Agreement.I further state and represent that I have carefullyread this Release, understand the contents herein, freely and voluntarily assent to all of the termsand conditions hereof,and sign myname ofmyown freeact.

Validity – Should any provision of this Release be declared or be determined byany court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts,terms or provisions shall not be affected thereby and said illegal or invalid part, term or provisionshallbedeemed not to beapart ofthis Release.

Ifurther acknowledgethat:

(1)I first received this Release on the date of the Agreement to which it isattachedas Exhibit A;

(2)I understand that, in order for this Release to be effective, I may not sign itprior to the date of my separation of employment with the Company butthat if I wish to receive the Separation Benefits, I must sign and return thisReleasepriortothesixtieth(60^th)dayfollowingmyseparationofemployment;

(3) Ihavecarefullyread andunderstand thisRelease;

(4)The Company advised me to consult with an attorney and/or any otheradvisorsofmychoicebeforesigningthis Release;

(5)I understand that this Release is LEGALLY BINDING and by signing it Igiveupcertainrights;

(6)I have voluntarily chosen to enter into this Release and have not beenforcedor pressured in anywayto sign it;

(7)I acknowledge and agree that the Separation Benefits are contingent onexecution of this Release, which releases all of my claims against theCompanyandtheReleasees,andIKNOWINGLY AND VOLUNTARILY AGREE TO RELEASE theCompanyandtheReleasees from any and all claims I may have, known or unknown, inexchangeforthebenefitsIhaveobtainedbysigning,andthatthesebenefits are in addition to any benefit I would have otherwise received if Ididnot sign this Release;

(8) I have been given at least twenty-one (21) days to consider, and seven (7)days after I sign this Release to revoke it by notifying the Company inwriting.The Release will not become effective or enforceable until theseven(7)dayrevocationperiod has expired;

(9) Any revocation of this release must be made in a signed writing and sent tothe following address no later than 5:00 PM on the seventh (7th) day after Ihaveexecuted this Agreement:

[Address]

(10)This Releaseincludes a WAIVER OF ALL RIGHTS AND CLAIMS ImayhaveundertheAgeDiscriminationinEmploymentActof1967(29 U.S.C.§621et seq.);and

(11)This Release does not waive any rights or claims that may arise after thisRelease becomes effective, which is seven (7) days after I sign it, providedthatIdo not exercise myright to revokethisRelease.

Intendingto be legallybound,Ihavesigned thisReleaseas of thedatewritten below.

Signature:	/s/ Bryan Ball	January 4, 2021
	Bryan Ball	Date signed