FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT BY AND BETWEEN HUMAN GENOME SCIENCES, INC. AND CRAIG A. ROSEN, PH. D.
Exhibit 10.23
FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT
BY AND BETWEEN
HUMAN GENOME SCIENCES, INC. AND XXXXX X. XXXXX, PH. D.
BY AND BETWEEN
HUMAN GENOME SCIENCES, INC. AND XXXXX X. XXXXX, PH. D.
WHEREAS,
HUMAN GENOME SCIENCES, INC. (the “Company”) and XXXXX X. XXXXX, Ph.D. (“Executive”)
have entered into an EMPLOYMENT AGREEMENT, dated as of May 6, 2004 (the “Employment Agreement”);
WHEREAS, the Company and Executive now desire to amend the Employment Agreement to reflect an
agreement between the parties regarding certain terms of the Employment Agreement; and
WHEREAS, Section 14 of the Employment Agreement provides that all amendments to the Employment
Agreement must be in writing and signed by both parties.
NOW, THEREFORE, the Employment Agreement is hereby amended as follows:
1. Sections 5(e) and 6(d) of the Employment Agreement are hereby amended to waive the
requirement that Executive provide the Company with at least ninety (90) days’ advance written
notice, if Executive voluntarily terminates employment, other than for Good Reason, after the start
of employment with the Company of a new Chief Executive Officer.
2. Section 6(d)(ii) of the Employment Agreement is hereby deleted in its entirety.
3. Section 6(h)(ii)(A) of the Employment Agreement is hereby amended in its entirety as
follows:
“(A) A salary continuation benefit (the “Salary Continuation”), based on
Executive’s Base Salary as in effect as of the Date of Termination, for the
eighteen (18)-month period that commences on the Date of Termination (the
“18-Month Salary Continuation Period”); provided, however, that no payments
of Salary Continuation shall be paid to the Executive during the six
(6)-month period immediately following the Date of Termination (the “IRC
Section 409A Period”). On the first business day after expiration of the
IRC Section 409A Period, Executive shall be paid a single sum payment equal
to the aggregate Base Salary that Executive would have been paid if
Executive had remained actively employed by the Company during the IRC
Section 409A Period. Thereafter, Executive’s Base Salary shall be paid at
the same time and in the same manner as Base Salary would have been paid if
Executive had remained actively employed by the Company until the end of the
18-Month Salary Continuation Period.”
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4. Section 6(h)(ii)(C) of the Employment Agreement is hereby amended in its entirety as
follows:
“(C) Executive and his eligible dependents have the right to elect COBRA
continuation coverage under the Health Plan, and any premiums for such COBRA
coverage shall be paid solely by Executive. As soon as practical after
expiration of the IRC Section 409A Period, the Company shall reimburse
Executive in a single sum payment for the aggregate amount of any COBRA
premiums paid to the Health Plan by Executive during the IRC Section 409A
Period. Thereafter, the Company shall reimburse Executive monthly for the
amount of COBRA premiums paid by Executive as soon as practical after such
payments are paid by Executive to the Health Plan. At the end of the COBRA
continuation period, the Company shall continue to provide coverage for
Executive and his eligible dependents for sixty (60) months under the Health
Plan at Executive’s sole expense; provided that Executive is not eligible to
participate in a group health plan of another entity. Executive’s (and his
eligible dependents’) right to receive coverage under this Agreement (other
than COBRA coverage) and his right to reimbursement for payment of COBRA
premiums will terminate upon the earlier of the date specified herein or the
date that Executive (or such eligible dependent, as applicable) first
becomes eligible to participate in a group health plan of another entity.”
5. Section 7(a) of the Employment Agreement is hereby amended by adding the following sentence
at the end thereof:
“The provisions of this Section 7(a) shall not apply to Executive’s
activities with TriGenesys, Inc., a Delaware corporation (“TriGenesys”),
that are consistent with the terms and conditions of that certain Asset
Purchase Agreement entered into by and between the Company and TriGenesys,
dated December 12, 2005 (the “APA”) and the related licensing agreement.”
6. Section 7(b) of the Employment Agreement is hereby amended in its entirety as follows:
“(b) COMPETITIVE BUSINESSES. During the eighteen (18)-month period
following the Date of Termination, Executive shall be permitted, directly or
indirectly, to engage in or assist others in engaging in a business which,
at the Date of Termination, is in competition with the Company or any of its
subsidiary or affiliate companies, whether as an owner, officer, director,
employee, consultant, partner or agent, until such time, if any, as the
organization or person engaged in such competitive business owns a product
approved by the Food and Drug Administration (“FDA”) that is in direct
competition with a product of the Company or any of its subsidiary or
affiliate companies approved by the FDA and sold by the Company or any of
its subsidiary or affiliate companies, in which
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event Executive shall terminate Executive’s relationship with such organization or person within
ten (10) business days following the date Executive becomes aware of such
competitive situation. The provisions of this Section 7(b) shall not apply
to Executive’s activities with TriGenesys that are consistent with the terms
and conditions of the APA. Notwithstanding the foregoing, in no event shall
it be a violation of this Section 7(b) for Executive to enter the employ of,
or render any services to, whether as an owner, officer, director, employee,
consultant, partner or agent, any person, firm, entity or corporation
engaged in any not-for-profit business or any academic institution.”
7. Section 7(c) of the Employment Agreement is hereby amended in its entirety as follows:
“(c) SOLICITATION OF EMPLOYEES. During Executive’s employment with the
Company and for a period of twelve (12) months after the Date of
Termination, Executive shall not solicit, participate in or promote the solicitation of
any person who was employed by the Company or any of its subsidiary or
affiliate companies at the time of the Date of Termination to leave the
employ of the Company or any of its subsidiary or affiliate companies, or,
on behalf of himself or any other person, hire, employ or engage any such
person. Executive further agrees that, during such time, if an employee of
the Company or any of its subsidiary or affiliate companies contacts
Executive about prospective employment, Executive will inform such employee
that he cannot discuss the matter further without informing the Company.
The provisions of this Section 7(c) shall not apply with respect to the
employees, of the Company or any of its subsidiary or affiliate companies,
who are specifically identified on an appropriate schedule to the APA to
whom offers of employment may be extended by TriGenesys.”
8. The Employment Agreement is hereby amended to add a new Section 19 as follows:
“19. CONSULTING SERVICES. In consideration of the payments received under
Section 6(h) of this Agreement, Executive agrees to provide consulting
services to the Company during the one (1) year period after the Date of
Termination on an as-needed basis upon the request of the Company, up to 25
hours per month unless the parties mutually agree otherwise. No additional
consideration will be paid for these consulting services.”
9. In all other respects, the Employment Agreement is hereby ratified and confirmed.
[Signature page follows]
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IN WITNESS WHEREOF, the Company and Executive hereby amend the Employment Agreement, effective
as of this 13th day of December, 2005.
XXXXX X. XXXXX, Ph.D.
|
WITNESS: | |
/s/ Xxxxx X. Xxxxx, Ph.D.
|
/s/ Xxxx Xxxxxxxx | |
HUMAN GENOME SCIENCES, INC.
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ATTEST: | |
By: /s/ Xxxxx Xxxxxxx XxXxx
|
/s/ Xxxxx X. Xxxxx, Ph.D., | |
Title: Senior Vice President, Human Resources |
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