Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 11, 2019, GW Pharmaceuticals plc (the “Company”), announced the appointment of Darren Cline as its new U.S. Chief Commercial Officer. Mr. Cline will lead the Epidiolex ^® U.S. commercial organization and is expected to start on April 22, 2019. Mr. Cline is succeeding Julian Gangolli who, as announced in November 2018, is retiring and will work with Mr. Cline for several weeks as he transitions into the organization.

No family relationships exist between Mr. Cline and any of the Company’s directors or executive officers. There are no arrangements between Mr. Cline and any other person pursuant to which Mr. Cline was selected as an officer, nor are there any transactions to which the Company is or was a participant and in which Mr. Cline has a material interest subject to disclosures under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.

In connection with Mr. Cline’s commencement of employment with the Company, on April 10, 2019, the Company’s remuneration committee ratified Mr. Cline’s accepted offer letter setting forth the terms of his employment with the Company. The agreement provides for a base salary of $450,000 per annum, a discretionary bonus plan per standard Company practices with an annual bonus target of 50%, to be determined by the remuneration committee in its sole discretion, long-term incentive plan (LTIP) share options with a targeted economic value of $1.8 million through market priced options that vest on the third anniversary of the grant date (25%), restricted stock options that vest in annual ¼ equal increments over a four year period (25%) and performance stock options that vest on the third anniversary of the grant date subject to achievement of performance conditions (50%). Mr. Cline is also eligible to receive relocation assistance and to participate in the Company’s change in control and severance benefit plan and other standard company benefits. The foregoing summary of the terms of Mr. Cline’s employment with the Company does not purport to be complete and is qualified in its entirety by the full text of the his executed offer letter, a copy of which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

The Company and Julian Gangolli have entered into a Severance Agreement dated April 12, 2019 (the “Severance Agreement”). Pursuant to the Severance Agreement, Mr. Gangolli’s employment with the Company will end May 10, 2019 (the “Separation Date”). In connection with Mr. Gangolli’s departure from the Company, he will receive his discretionary annual performance bonus for the 2019 calendar year at his annual bonus target percentage applicable for 2019, pro-rated for the period of time he remained employed with the Company in calendar year 2019 prior to the Separation Date. Each of Mr. Gangolli’s stock options and stock-based awards outstanding as of the Separation Date will continue to remain outstanding and vest in accordance with their terms during the period ending January 31, 2020 (the “Cooperation Period”). Outstanding awards that remain outstanding and unvested as of the end of the Cooperation Period will be eligible to accelerate vesting at the end of the Cooperation Period if certain conditions and other requirements are met. Mr. Gangolli is also entitled to receive health care continuation coverage payments and certain other benefits set forth in his Severance Agreement. The foregoing description of the Severance Agreement does not purport to be complete and is qualified in its entirety by the full text of the Severance Agreement, a copy of which is attached hereto as Exhibit 10.2, and is incorporated herein by reference.