FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
Exhibit 10.1
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
This First Amendment to Employment Agreement (the “First Amendment”) between Blueprint Medicines Corporation, a Delaware corporation (the “Company”), and Xxxxxxx X. Xxxxx (the “Executive”), is effective as of January 11, 2021 (the “Amendment Effective Date”). Capitalized terms used and not defined herein shall have the meanings ascribed to such terms in the Employment Agreement (as defined below).
WHEREAS, the Company and the Executive are parties to the Employment Agreement dated as of November 6, 2015 (the “Employment Agreement”); and
WHEREAS, the Company and the Executive desire to amend the Employment Agreement as set forth below in connection with the mutually agreed upon reduction in the amount of the Executive’s time that will be devoted to the Company;
NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby confirmed, the Company and the Executive agree that the Employment Agreement is amended effective as of the Amendment Effective Date, as follows:
“Position and Duties. The Executive shall serve as Executive Vice President, Clinical Development, of the Company. As Executive Vice President, Clinical Development, the Executive shall report to, and perform services for the Company as determined by, the Company’s President, Research and Development (“President, R&D”) or another executive designated by the Company. The Executive acknowledges and agrees that his role as Executive Vice President, Clinical Development, may change from time to time, and such changes shall not constitute “Good Reason” as defined herein unless they are made without his consent and constitute a material diminution in the Executive’s responsibilities, authority or duties, in the aggregate, as Executive Vice President, Clinical Development. The Executive will devote sixty percent (60%) of his full working time and efforts to the business and affairs of the Company. The Executive may engage in outside professional activities including by serving on other boards of directors, provided such activities do not pose a conflict of interest and are approved in advance by the Board of Directors of the Company (the “Board”). The Executive may also engage in religious, charitable, or other community activities as long as such services and activities do not materially interfere with the performance of his duties to the Company as provided in this Agreement.”
2. Section 2(a) of the Employment Agreement shall be replaced in its entirety with the following:
“Base Salary. The Executive’s annualized base salary shall be $286,196. The Executive’s annualized base salary shall be reviewed annually and may be subject to increase but not decrease (other than for any mutually agreed-upon reduction in the amount of the Executive’s time that will be devoted to the Company) while serving in the
role as Executive Vice President, Clinical Development. The annualized base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary shall be payable in a manner that is consistent with the Company’s usual payroll practices for senior executives.”
“Incentive Compensation. During the Term, the Executive shall be eligible to earn cash incentive compensation as determined by the Board or the Compensation Committee of the Board from time to time. Beginning with the performance period for the year ending December 31, 2021, Executive’s target annual incentive compensation shall be 35% of his Base Salary (the “Target Incentive Compensation”), and the Board shall weigh its bonus determination as follows: 60% on Company performance and 40% on Executive’s individual performance. For the avoidance of doubt, for the year ended December 31, 2020, the Executive shall remain eligible to earn incentive compensation based on Executive’s previously determined target annual incentive compensation for such year, which is 45% of his Base Salary, with the Board weighing the bonus determination as 75% on Company performance and 25% on Executive’s individual performance. To earn any incentive compensation, the Executive must be employed by the Company on the day such incentive compensation is paid.”
“Other Benefits. The Executive shall be eligible to participate in or receive benefits under the Company’s employee benefit plans in effect from time to time to the extent such plans apply to part-time employees working a 60% schedule, subject to the plans’ respective terms and conditions.”
“Vacation. The Executive shall be entitled to accrue paid vacation during the Term in accordance with the Company’s applicable policy, pro-rated based on his part-time schedule.
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“a material diminution in the Executive’s responsibilities, authority or duties, in the aggregate, without the Executive’s consent.”
[Signature page follows.]
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IN WITNESS WHEREOF, the undersigned have executed this First Amendment as of the Amendment Effective Date.
| BLUEPRINT MEDICINES CORPORATION | |
| | |
| By: | /s/ Xxxxxxx X. Xxxxxx |
| Name: | Xxxxxxx X. Xxxxxx |
| Title: | President and Chief Executive Officer |
| | |
| | |
| EXECUTIVE | |
| | |
| /s/ Xxxxxxx X. Xxxxx | |
| Xxxxxxx X. Xxxxx | |
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