Amendment No. 2 To Employment Agreement
Amendment No. 2 To Employment Agreement
THIS AMENDMENT No. 2 is made as of January 9, 2006 by and between Animas Corporation (the
“Company”) and Xxxxxxx X. Xxxxx (the “Executive”).
WHEREAS, the Company and the Executive are parties to an Employment Agreement relating to the
Executive’s employment dated as of February 20, 2004 (the “Agreement”);
WHEREAS, Section 11.2 of the Agreement provides that the parties may agree to amend the
Agreement in writing;
WHEREAS, the Company and the Executive amended the Agreement regarding the timing of the
payments under the Agreement to the extent that such payments may be subject to the penalties and
additional tax provisions of Section 409A of the Internal Revenue Code of 1986, as amended
(“Section 409A”); and
WHEREAS, the Company and the Executive wish to further amend the Agreement to clarify the
language regarding the timing of the payments under the Agreement to the extent that such payments
may be subject to the penalties and additional tax provisions of Section 409A; and
NOW THEREFORE, the parties hereby amend the Agreement effective as of the date hereof as
follows:
1. The Agreement shall be, and it hereby is, amended by deleting Section 18 in its entirety
and adding a new Section 18 as follows:
“18. Internal Revenue Code Section 409A. Notwithstanding anything to the
contrary in this Agreement, to the extent required to comply with Section
409A of the Code, if the Executive is deemed to be a “specified employee”
for purposes of Section 409A(a)(2)(B) of the Code, the Executive agrees
that the payments and benefits due to the Executive under this Agreement in
connection with a termination of the Executive’s employment hereunder that
would otherwise have been payable at any time during the six-month period
immediately following such termination of employment shall not be paid
prior to, and shall instead be payable in a lump sum as soon as practicable
following, the expiration of such six-month period. In light of the
uncertainty surrounding the application of Section 409A of the Code, the
Company cannot make any guarantee as to the treatment under Section 409A of
the Code of any payments made or benefits provided under this Agreement.”
2. The Agreement, as amended by the foregoing changes, is ratified and confirmed in all
respects.
IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly
authorized representative, and the Executive has executed this Agreement, in each case on the date
first above written.
| ANIMAS CORPORATION |
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| By: | /s/ Xxxx Xxxxxxxx | |||
| Name & Title: Vice President and General Counsel | ||||
| XXXXXXX X. XXXXX |
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| /s/ Xxxxxxx X. Xxxxx | ||||
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