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EXHIBIT 10.2
EXECUTIVE EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement") made as of November 1, 1994 between
ARIAD Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Xxxx
Xxxxxx, Ph.D. (the "Employee").
1. Employment, Duties and Acceptance.
1.1 The Company hereby employs the Employee, for the Term (as
hereinafter defined), to render full-time services to the Company, and to
perform such duties as he shall reasonably be directed by the Chief Executive
Officer of the Company to perform. The Employee's title shall be designated by
the Chief Executive Officer and initially shall be Vice President, Research -
Molecular Biology.
1.2 The Employee hereby accepts such employment and agrees to
render the services described above.
1.3 The principal place of employment of the Employee hereunder
shall be in the greater Boston, Massachusetts area, or other locations
reasonably acceptable to the Employee. The Employee acknowledges that for
limited periods of time he may be required to provide services to the Company
outside of the Boston, Massachusetts area.
1.4 Notwithstanding anything to the contrary herein, although the
Employee shall provide services as a full time employee, it is understood that
the Employee may (a) have an academic appointment and (b) participate in
professional activities (collectively, "Permitted Activities"); provided,
however, that such
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Permitted Activities do not interfere with the Employee's duties to the Company.
2. Term of Employment.
The term of the Employee's employment under this Agreement (the "Term")
shall commence November 1, 1994 (the "Effective Date") and shall end on December
31, 1996 unless sooner terminated pursuant to Section 4 or 5 of this Agreement;
provided that this Agreement shall automatically be renewed for successive
one-year terms (the Term and, if the period of employment is so renewed, such
additional period(s) of employment are collectively referred to herein as the
"Term") unless terminated by written notice given by either party to the other
at least 90 days prior to the end of the applicable Term.
3. Compensation.
3.1 As full compensation for all services to be rendered pursuant
to this Agreement, the Company agrees to pay the Employee, during the Term, a
salary at the fixed rate of $135,000 per annum during the first year of the Term
and increased each year thereafter, by amounts, if any, to be determined by the
Board of Directors of the Company (the "Board"), in its sole discretion, payable
in equal semimonthly installments, less such deductions or amounts to be
withheld as shall be required by applicable law and regulations.
3.2 Each year, the Company shall pay the Employee a discretionary
bonus of up to 30% of base salary, which bonus shall be determined annually by
the Board. The bonus, if any, may be paid in the form of stock options, stock
awards or cash, as determined by the Board.
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3.3 The Company shall pay or reimburse the Employee for all
reasonable expenses actually incurred or paid by him during the Term in the
performance of his services under this Agreement, upon presentation of expense
statements or vouchers or such other supporting information as it may require.
3.4 The Employee shall be eligible under any incentive plan, stock
award plan, bonus, participation or extra compensation plan, pension, group
health, disability and life insurance or other so-called "fringe" benefits which
the Company provides for its executives. All options and stock awards granted to
the Employee shall be subject to a vesting schedule which shall be determined by
the Compensation and Stock Option Committee of the Board. The options and
awards, if any, to be granted to the Employee shall also be subject to the terms
of a stock option plan and certificate and stock award plan and certificate.
4. Termination by the Company.
The Company may terminate this Agreement, if any one or more of the
following shall occur:
(a) The Employee shall die during the Term; provided,
however, the Employee's legal representatives shall be entitled to receive the
compensation provided for hereunder to the last day of the month in which his
death occurs.
(b) The Employee shall become physically or mentally
disabled, whether totally or partially, so that he is unable substantially to
perform his services hereunder for (i) a period of 180
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consecutive days, or (ii) for shorter periods aggregating 180 days during any
twelve month period.
(c) The Employee acts, or fails to act, in a manner that
provides Cause for termination. For purposes of this Agreement, the term "Cause"
means (i) the failure by the Employee to perform any of his material duties
hereunder, (ii) the conviction of the Employee of any felony involving moral
turpitude, (iii) any acts of fraud or embezzlement by the Employee involving the
Company or any of its Affiliates, (iv) violation of any federal, state or local
law, or administrative regulation related to the business of the Company, (v) a
conflict of interest, (vi) conduct that could result in publicity reflecting
unfavorably on the Company in a material way, (vii) failure to comply with the
written policies of the Company, or (viii) a breach of the terms of this
Agreement by the Employee. The Company shall provide the Employee written notice
of termination pursuant to this Section 4, and Employee shall have 30 days to
cure or remedy such failure or breach, in which case this Agreement shall not be
terminated.
5. Termination by the Employee.
5.1 The Employee may terminate this Agreement, if any one or more
of the following shall occur:
(a) a material breach of the terms of this Agreement
by the Company and such breach continues for 30 days after the Employee gives
the Company written notice of such breach;
(b) The Company shall make a general assignment for
benefit of creditors; or any proceeding shall be instituted by the Company
seeking to adjudicate it as bankrupt or insolvent, or
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seeking liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under law relating to
bankruptcy, insolvency or reorganization or relief of debtors, or seeking entry
of an order for relief or the appointment of a receiver, trustee, or other
similar official for it or for any substantial part of its property or the
Company shall take any corporate action to authorize any of the actions set
forth above in this subsection 5(b);
(c) an involuntary petition shall be filed or an
action or proceeding otherwise commenced against the Company seeking
reorganization, arrangement or readjustment of the Company's debts or for any
other relief under the Federal Bankruptcy Code, as amended, or under any other
bankruptcy or insolvency act or law, state or federal, now or hereafter existing
and remain undismissed or unstayed for a period of 30 days; or
(d) a receiver, assignee, liquidator, trustee or
similar officer for the Company or for all or any part of its property shall be
appointed involuntarily.
6. Severance.
If (i) the Company terminates this Agreement without Cause or (ii)
the Employee terminates this Agreement pursuant to Section 5.1(a), then: (1)
except in the case of death or disability, ARIAD shall continue to pay Employee
his current salary for the remaining period of the applicable Term; (2) all
options granted by the Company to the Employee that would have vested during the
Term shall vest immediately prior to such termination; and (3) the Company shall
continue to provide all benefits subject to COBRA at its expense for up to one
year.
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7. Other Benefits.
In addition to all other benefits contained herein, the Employee shall be
entitled to:
(a) Vacation time of four weeks per year taken in accordance
with the vacation policy of the Company during each year of the Term.
(b) After six years from the Effective Date, one three-month
period of fully paid leave of absence in accordance with Company policies in
place at that time; it being understood that such policies may restrict the
Employee from taking such leave of absence until a time that is acceptable to
the Company and may include other such limitations.
(c) Group health, disability and life insurance.
(d) The Company shall, in its sole discretion, provide the
Employee with either (i) an automobile for the Employee's exclusive use, at a
cost to the Company not exceeding $750 per month or (ii) an automobile allowance
of $750 per month toward the cost of maintaining the Employee's car, effective
as of January 1, 1995.
8. Confidentiality.
8.1 The Employee acknowledges that, during the course of
performing his services hereunder, the Company shall be disclosing information
to the Employee related to the Company's Field of Interest, Inventions, projects
and business plans, as well as other information (collectively, "Confidential
Information"). The Employee acknowledges that the Company's business is
extremely competitive, dependent in part upon the maintenance of secrecy, and
that any
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disclosure of the Confidential Information would result in serious harm to the
Company.
8.2 The Employee agrees that the Confidential Information only
shall be used by the Employee in connection with his activities hereunder as an
employee of the Company, and shall not be used in any way that is detrimental to
the Company.
8.3 The Employee agrees not to disclose, directly or indirectly,
the Confidential Information to any third person or entity, other than
representatives or agents of the Company. The Employee shall treat all such
information as confidential and proprietary property of the Company.
8.4 The term "Confidential Information" does not include
information that (a) is or becomes generally available to the public other than
by disclosure in violation of this Agreement, (b) was within the Employee's
possession prior to being furnished to such Employee, (c) becomes available to
the Employee on a nonconfidential basis or (d) was independently developed by
the Employee without reference to the information provided by the Company.
8.5 The Employee may disclose any Confidential Information that is
required to be disclosed by law, government regulation or court order. If
disclosure is required, the Employee shall give the Company advance notice so
that the Company may seek a protective order or take other action reasonable in
light of the circumstances.
8.6 Upon termination of this Agreement, the Employee shall
promptly return to the Company all materials containing Confidential
Information, as well as data, records, reports
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and other property, furnished by the Company to the Employee or produced by the
Employee in connection with services rendered hereunder. Notwithstanding such
return or any of the provisions of this Agreement, the Employee shall continue
to be bound by the terms of the confidentiality provisions contained in this
Section 8 for a period of three years after the termination of this Agreement.
8.7 In connection with his employment by the Company, the Employee
hereby acknowledges that he may enter into more than one agreement with regard
to (a) the confidentiality of certain books, records, documents and business,
(b) rights to certain inventions, proprietary information, and writings, (c)
publication of certain materials, and (d) other related matters (the
"Confidential Matters") of the Company (the "Confidentiality Agreements"). In
order to clarify any potential conflicts between certain respective provisions
of such Confidentiality Agreements, the Employee and the Company hereby agree
that, as among such Confidentiality Agreements, the provision (or part thereof)
in any such Confidentiality Agreement which affords the greatest protection to
the Company with respect to the Confidential Matters shall control.
9. Inventions Discovered by the Employee While Performing Services
Hereunder.
During the Term, the Employee shall promptly disclose to the Company
any invention, improvement, discovery, process, formula, or method or other
intellectual property, whether or not patentable, whether or not copyrightable
(collectively, "Inventions") made, conceived or first reduced to practice by the
Employee, either alone or jointly with others, while performing
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service hereunder. The Employee hereby assigns to the Company all of his right,
title and interest in and to any such Inventions. During and after the Term, the
Employee shall execute any documents necessary to perfect the assignment of such
Inventions to the Company and to enable the Company to apply for, obtain, and
enforce patents and copyrights in any and all countries on such Inventions. The
Employee hereby irrevocably designates the Chief Patent Counsel to the Company
as his agent and attorney-in-fact to execute and file any such document and to
do all lawful acts necessary to apply for and obtain patents and copyrights and
to enforce the Company's rights under this paragraph. This Section 9 shall
survive the termination of this Agreement.
10. Non-Competition and Non-Solicitation.
During the Term and for a period of one year following the date of
termination or nonrenewal for any reason (other than termination pursuant to
Section 5.1(a):
(a) the Employee shall not in the United States or in any country
in which the Company shall then be doing business, directly or indirectly, enter
the employ of, or render any services to, any person, firm or corporation
engaged in any business competitive with the business of the Company or of any
of its subsidiaries or affiliates of which the Employee may become an employee
or officer during the Term; he shall not engage in such business on his own
account; and he shall not become interested in any such business, directly or
indirectly, as an individual, partner, shareholder, director, officer,
principal, agent, employee, trustee, consultant, or any other relationship or
capacity; provided, however, that nothing contained in this Section 10 shall be
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deemed to prohibit the Employee from acquiring, solely as an investment, shares
of capital stock of any public corporation;
(b) neither the Employee nor any Affiliate of the Employee shall
solicit or utilize, or assist any person in any way to solicit or utilize, the
services, directly or indirectly, of any of the Company's directors,
consultants, members of the Board of Scientific and Medical Advisors, officers
or employees (collectively, "Associates of the Company"). This nonsolicitation
and nonutilization provision shall not apply to Associates of the Company who
have previously terminated their relationship with the Company.
10.1 If the Employee commits a breach, or threatens to commit a
breach, of any of the provisions of this Section 10, the Company shall have the
following rights and remedies:
10.1.1 The right and remedy to have the provisions of this
Agreement specifically enforced by any court having equity jurisdiction, it
being acknowledged and agreed that any such breach or threatened breach shall
cause irreparable injury to the Company and that money damages shall not provide
an adequate remedy to the Company; and
10.1.2 The right and remedy to require the Employee to account
for and pay over to the Company all compensation, profits, monies, accruals,
increments or other benefits (collectively "Benefits") derived or received by
the Employee as the result of any transactions constituting a breach of any of
the provisions of the preceding paragraph, and the Employee hereby agrees to
account for and pay over such Benefits to the Company.
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Each of the rights and remedies enumerated above shall be independent of the
other, and shall be severally enforceable, and all of such rights and remedies
shall be in addition to, and not in lieu of, any other rights and remedies
available to the Company under law or in equity.
10.2 If any of the covenants contained in Section 8, 9 or 10, or
any part thereof, is hereafter construed to be invalid or unenforceable, the
same shall not affect the remainder of the covenant or covenants, which shall be
given full effect without regard to the invalid portions.
10.3 If any of the covenants contained in Section 8, 9 or 10, or
any part thereof, is held to be unenforceable because of the duration of such
provision or the area covered thereby, the parties agree that the court making
such determination shall have the power to reduce the duration and/or area of
such provision and, in its reduced form, such provision shall then be
enforceable.
10.4 The parties hereto intend to and hereby confer jurisdiction to
enforce the covenants contained in Sections 8, 9 and 10 upon the courts of any
state within the geographical scope of such covenants. In the event that the
courts of any one or more of such states shall hold any such covenant wholly
unenforceable by reason of the breadth of such scope or otherwise, it is the
intention of the parties hereto that such determination not bar or in any way
affect the Company's right to the relief provided above in the courts of any
other states within the geographical scope of such covenants, as to breaches of
such covenants in such other respective jurisdictions, the
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above covenants as they relate to each state being, for this purpose, severable
into diverse and independent covenants.
11. Indemnification.
The Company shall indemnify the Employee, to the maximum extent
permitted by applicable law, against all costs, charges and expenses incurred or
sustained by him in connection with any action, suit or proceeding to which he
may be made a party by reason of his being an officer, director or employee of
the Company or of any subsidiary or affiliate of the Company. The Company shall
provide, subject to its availability upon reasonable terms (which determination
shall be made by the Board) at its expense, directors and officers insurance for
the Employee in reasonable amounts. Determination with respect to (a) the
availability of insurance upon reasonable terms and (b) the amount of such
insurance coverage shall be made by the Board in its sole discretion.
12. Notices.
All notices, requests, consents and other communications required or
permitted to be given hereunder shall be in writing and shall be deemed to have
been duly given if sent by prepaid telegram (confirmed delivery by the telegram
service), private overnight mail service (delivery confirmed by such service),
registered or certified mail (return receipt requested), or delivered
personally, as follows (or to such other address as either party shall designate
by notice in writing to the other in accordance herewith):
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If to the Company:
ARIAD Pharmaceuticals, Inc.
00 Xxxxxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxxxxxx 00000
Attention: Chief Executive Officer
Telephone: (000) 000-0000
Fax: (000) 000-0000
If to the Employee:
Xxxx Xxxxxx, Ph.D.
0 Xxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
13. General.
13.1 This Agreement shall be governed by and construed and enforced
in accordance with the laws of the Commonwealth of Massachusetts applicable to
agreements made and to be performed entirely in Massachusetts.
13.2 The Section headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation of
this Agreement.
13.3 This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements and understandings, written or
oral, relating to the subject matter hereof. No representation, promise or
inducement has been made by either party that is not embodied in this Agreement,
and neither party shall be bound by or liable for any alleged representation,
promise or inducement not so set forth.
13.4 This Agreement and the Employee's rights and obligations
hereunder may not be assigned by the Employee or the
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Company; provided, however, the Company may assign this Agreement to an
Affiliate or a successor-in interest.
13.5 This Agreement may be amended, modified, superseded, canceled,
renewed or extended, and the terms or covenants hereof may be waived, only by a
written instrument executed by the parties hereto, or in the case of a waiver,
by the party waiving compliance. The failure of a party at any time or times to
require performance of any provision hereof shall in no manner affect the right
at a later time to enforce the same. No waiver by a party of the breach of any
term or covenant contained in this Agreement, whether by conduct or otherwise,
in any one or more instances, shall be deemed to be, or construed as, a further
or continuing waiver of any such breach, or a waiver of the breach of any other
term or covenant contained in this Agreement.
14. Definitions. As used herein the following terms have the following
meaning:
(a) "Affiliate" means and includes any corporation or other
business entity controlling, controlled by or under common control with the
corporation in question.
(b) "The Companys Field of Interest" means: (1) the discovery,
development and commercialization of pharmaceutical products, diagnostic
products, or research reagents that target or intervene with intracellular
regulatory or control mechanisms (e.g., signal transduction, gene transcription
and protein trafficking); (2) gene therapy; (3) drug discovery based on
molecular structure or diversity; (4) any platelet substitute product; and (5)
other related areas.
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The Company's Field of Interest may be changed at the Company's sole discretion
from time to time.
(c) "person" means any natural person, corporation, partnership,
firm, joint venture, association, joint stock company, trust, unincorporated
organization, governmental body or other entity.
(d) "Subsidiary" means any corporation or other business entity
directly or indirectly controlled by the corporation in question.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
ARIAD PHARMACEUTICALS, INC.
By /s/ Xxxxxx X. Xxxxxx, M.D.
------------------------------------
Xxxxxx X. Xxxxxx, M.D.
Chairman and Chief Executive Officer
EMPLOYEE
/s/ Xxxx Xxxxxx, Ph.D.
---------------------------------------
Xxxx Xxxxxx, Ph.D.
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AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") made as of
January 1, 1997, between ARIAD Pharmaceuticals, Inc., a Delaware corporation
(the "Company"), and Xxxx Xxxxxx Ph.D. (the "Employee").
The Company and the Employee have entered into an Employment Agreement
dated as of November 1, 1994 (the "Agreement"), and the parties hereto desire to
further amend certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the premises set forth herein and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree to further amend the Agreement as
follows:
I. Employment, Duties and Acceptance. The second sentence of Section
1.1 is hereby amended to read as follows:
"The Employee's title shall be designated by the Chief Executive
Officer and initially shall be Vice President, Drug Discovery - Signal
Transduction."
II. Term of Employment. The first sentence of Section 2 is hereby
amended to read as follows:
"The term of the Employee's employment under the Agreement is hereby
extended to December 31, 1999 (the "Term"), unless sooner terminated
pursuant to Section 4 or 5 of this Agreement; provided, however, that this
Agreement shall automatically be renewed for
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successive one-year terms (the Term and, if the period of employment is so
renewed, such additional period(s) of employment are collectively referred
to herein as the "Term") unless terminated by written notice given by
either party to the other at least 90 days prior to the end of the
applicable Term."
III. Compensation. Section 3.1 is hereby replaced and amended in its
entirety as follows:
"3.1. As full compensation for all services to be rendered pursuant
to this Agreement, the Company agrees to pay the Employee, during the
Term, a salary at the fixed rate of $165,000 per annum during the first
year of the Term and increased each year thereafter, by amounts, if any,
to be determined by the Board of Directors of the Company (the "Board") in
its sole discretion, payable in equal semi-monthly installments, less such
deductions or amounts to be withheld as shall be required by applicable
law and regulations."
IV. Definitions. The definition of the Company's "Field of Interest" in
Section 14 (b) of the Agreement is hereby amended to read as follows:
"The Company's 'Field of Interest' is: the discovery, development
and commercialization of pharmaceutical products based on (a) intervention
in signal transduction pathways; (b) gene and cell therapy; and (c)
functional genomics. The Company's Field of Interest may be changed at the
sole discretion of the Company from time to time."
V. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts applicable to
agreements made and to be performed entirely in Massachusetts.
VI. Except as modified by this Amendment, the Agreement remains in full
force and effect and unchanged.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
ARIAD PHARMACEUTICALS, INC.
By: /s/ Xxxxxx X. Xxxxxx, M.D.
---------------------------------
Xxxxxx X. Xxxxxx, M.D.
Chairman and Chief Executive Officer
EMPLOYEE
/s/ Xxxx Xxxxxx, Ph.D.
------------------------------------
Xxxx Xxxxxx, Ph.D.
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SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This SECOND AMENDMENT TO EMPLOYMENT AGREEMENT (the "Second Amendment")
made as of November 1, 1998, between ARIAD Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), and Xxxx Xxxxxx, Ph.D. (the "Employee").
The Company and the Employee have entered into an Employment Agreement
dated as of November 1, 1994 (the "Agreement"), as previously amended, and the
parties hereto desire to further amend certain provisions of the Agreement.
NOW, THEREFORE, in consideration of the premises set forth herein and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree to further amend the Agreement as
follows:
I. Employment, Duties and Acceptance. The second sentence of Section
1.1 is hereby amended to read as follows:
"The Employee's title shall be designated by the Chief Executive
Officer and initially shall be Senior Vice President, Genomics and
Scientific Director, Hoechst-ARIAD Genomics Center, LLC.
II. Compensation. Section 3.1 is hereby replaced and amended in its
entirety as follows:
"3.1. As full compensation for all services to be rendered pursuant
to this Agreement, the Company agrees to pay the Employee, during the
Term, a salary at the fixed rate of $200,000 per annum during the first
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year of the Term and increased each year thereafter, by amounts, if any,
to be determined by the Board of Directors of the Company (the "Board") in
its sole discretion, payable in equal semi-monthly installments, less such
deductions or amounts to be withheld as shall be required by applicable
law and regulations."
III. Termination by the Employee. Section 5 is hereby replaced and
amended in its entirety as follows:
"5.1. The Employee may terminate this Agreement, if any one or more
of the following shall occur:
(a) a material breach of the terms of this Agreement by the
Company and such breach continues for 30 days after the Employee gives the
Company written notice of such breach;
(b) the Company shall make a general assignment for benefit
of creditors; or any proceeding shall be instituted by the Company seeking
to adjudicate it as bankrupt or insolvent, or seeking liquidation, winding
up, reorganization, arrangement, adjustment, protection, relief, or
composition of it or its debts under law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking entry of an
order for relief of the appointment of a receiver, trustee, or other
similar official for it or for any substantial part of its property or the
Company shall take any corporate action to authorize any of the actions
set forth above in this subsection 5.1(b);
(c) an involuntary petition shall be filed or an action or
proceeding otherwise commenced against the Company seeking reorganization,
arrangement or readjustment of the Company's debts or for any other relief
under the Federal Bankruptcy Code, as amended, or under any other
bankruptcy or insolvency act or law, state or federal, now or hereafter
existing and remain undismissed or unstayed for a period of 30 days;
(d) a receiver, assignee, liquidator, trustee or similar
officer for the Company or for all or any part of its property shall be
appointed involuntarily, or
(e) a Change in Control as defined in Section 14."
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IV. Severance. Section 6 is hereby replaced and amended in its entirety
as follows:
"6. If (i) the Company terminates this Agreement without Cause or
(ii) the Employee terminates this Agreement pursuant to Section 5.1(a),
then: (1) except in the case of death or disability, the Company shall
continue to pay Employee his current salary for the remaining period of
the applicable Term; (2) all options granted pursuant to this Agreement
that would have vested during the Term shall vest immediately prior to
such termination; (3) the Company shall continue to provide all benefits
subject to COBRA at its expense for up to one year.
In the event of a consummation of a Change in Control of the
Company, and if the Employee gives notice of termination within 90 days
after such occurrence, then (i) all stock, stock options, stock awards and
similar equity rights granted to the Employee shall immediately vest and
remain fully exercisable through their original term with all rights; and
(ii) the Company shall continue to pay Employee his current salary for the
shorter of (a) six months, or (b) the remaining period of the applicable
Term."
V. Definitions. The definition of the Company's "Field of Interest" in
Section 14 (b) of the Agreement is hereby amended to read as follows:
"The `Company's Field of Interest' is the discovery, development and
commercialization of pharmaceutical products based on (a) intervention in
signal transduction pathways; (b) gene and cell therapy; (c) functional
genomics; and (d) natural products, including without limitation, studies
of microbial diversity. The Company's Field of Interest may be changed at
the sole discretion of the Company from time to time."
The definition of "Change in Control" shall be added as Section 14
(e) of the Agreement as follows:
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" 'Change in Control' means the occurrence of any of the following
events (without the consent of the Employee):
(i) Any corporation, person or other entity makes a tender or
exchange offer for shares of the Company's Common Stock pursuant to which
such corporation, person or other entity acquires more than 50% of the
issued and outstanding shares of the Company's Common Stock;
(ii) The stockholders of the Company approve a definitive agreement
to merge or consolidate the Company with or into another corporation or to
sell or otherwise dispose of all or substantially all of the Company's
assets; or
(iii) Any person within the meaning of Section 3 (a) (9) or Section
13 (d) of the Securities Exchange Act of 1934 acquires more than 50% of
the combined voting power of Company's issued and outstanding voting
securities entitled to vote in the election of the Board."
VI. This Amendment shall be governed by and construed and enforced in
accordance with the laws of the Commonwealth of Massachusetts applicable to
agreements made and to be performed entirely in Massachusetts.
VII. Except as modified by this Amendment, the Agreement remains in full
force and effect and unchanged.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date first written above.
ARIAD PHARMACEUTICALS, INC.
By: /s/ Xxxxxx X. Xxxxxx, M.D.
-------------------------------
Xxxxxx X. Xxxxxx, M.D.
Chairman and Chief Executive Officer
EMPLOYEE
/s/ Xxxx Xxxxxx, Ph.D.
------------------------------------
Xxxx Xxxxxx, Ph.D.
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