GUARANTEE FOR LAURIE ALLEN
Exhibit 10.4
GUARANTEE FOR XXXXXX XXXXX
This agreement is made and entered into by and between ARIAD Gene Therapeutics, Inc. a
Delaware corporation (the “Company”) and Xxxxxx X. Xxxxx, Esq. (“Xxxxx”) as of September 11, 2008.
The Company’s parent ARIAD Pharmaceuticals, Inc., a Delaware corporation (the “Parent”), and
Xxxxx have entered into an employment agreement dated as of March 4, 2002, as amended (the
“Employment Agreement”).
The Parent, in its capacity as the controlling stockholder of the Company, has at the
direction of the Merger Committee of the Parent’s Board of Directors executed and delivered a
written consent, dated September 11, 2008, authorizing Xxxxx to execute this agreement on behalf of
the Company.
NOW, THEREFORE, in consideration of Xxxxx’x valuable services to the Company and for other
good and valuable consideration, the receipt of which is hereby acknowledged, the Company wishes to
provide Xxxxx with certain assurances, as follows:
1. The Company hereby undertakes the obligation to perform, in accordance with the terms of the
Employment Agreement, all of the Parent’s obligations to Xxxxx except insofar as the Parent acts in
compliance with the same.
2. The Company further guarantees Xxxxx the following:
(i) During her employment by the Parent, Xxxxx shall receive a base salary at a rate not less
than the current rate Xxxxx receives, and such rate shall be increased annually by the average
percentage increase in the base salaries for all executive officers of the Parent;
(ii) During her employment by the Parent, Xxxxx shall receive an annual bonus of not less then
30% of her base salary, at the rate in effect at the time of the bonus determination;
(iii) During her employment by the Parent, Xxxxx shall have health and dental insurance
coverage no less favorable to her than the group health and dental coverage to which she is
entitled as a senior executive of the Parent as of the date hereof, and Xxxxx shall be entitled to
any improved group health and dental coverage which Parent makes available to any of its senior
executives;
(iv) Following the termination of Xxxxx’x employment without Cause (as defined in the
Employment Agreement), Xxxxx shall continue to receive, at the Company’s expense, health and dental
coverage no less favorable to her than the health and dental coverage to which she is entitled as a
senior executive of the Parent as of the date hereof, for the two year period following the
termination of her employment;
(v) If, at any time and from time to time, Xxxxx commences litigation against the Parent or
the Company to enforce any of her rights under the Employment Agreement or any other
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agreement with
either the Parent or the Company, the Company will, upon Xxxxx’x request, pay from time to time as
incurred her actual attorneys’ fees and other legal expenses in connection with any such litigation
without regard to the eventual outcome of any such litigation; and
(vi) Following the termination of Xxxxx’x employment, Xxxxx shall receive an amount equal to
two times the Black-Scholes equivalent of any forfeited unvested options determined at the time of
Xxxxx’x termination of employment.
IN WITNESS WHEREOF, the parties have executed this Guarantee as of the date first written
above.
EMPLOYEE
|
ARIAD Gene Therapeutics, Inc. | |
/s/ Xxxxxx X. Xxxxx
|
/s/ Xxxxxx X. Xxxxx | |
Xxxxxx X. Xxxxx, Esq.
|
Xxxxxx X. Xxxxx, Esq. Director |
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