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EXHIBIT 10.36
THIRD AMENDMENT TO EMPLOYMENT AGREEMENT
This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Third Amendment") made as of
November 10, 2000, between ARIAD Pharmaceuticals, Inc., a Delaware corporation
(the "Company"), and Xxx X. XxXxxxxx (the "Employee").
The Company and the Employee have entered into an Employment Agreement dated as
of January 1, 1992 and amended as of March 2, 1994 and January 1, 1997 (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. Section 1.1 is hereby amended to read
as follows: "The Company hereby employs the Employee, for the Term (as
hereinafter defined), to render part-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
Special Advisor to the Chief Executive Officer. The employee shall not be
an executive officer of the Company."
Section 1.3 is hereby replaced and amended in its entirety to read as
follows: "The principal place of employment of the Employee hereunder
shall be at the employee's legal residence, or other locations reasonably
acceptable to the Company and the Employee."
Section 1.4 is hereby replaced and amended in its entirety to read as
follows: "The Employee shall provide services as a part-time employee and
be obligated to work for the Company up to the equivalent of two (2) days
per month."
II. Term of Employment. Section 2 is hereby replaced and amended in its
entirety to read as follows:
"The term of the Employee's employment under the Agreement is hereby
extended to June 30, 2003 (the "Term"), unless sooner terminated pursuant
to Section 4 or 5 of this Agreement."
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 $3,500 per month, less such deductions or
amounts to be withheld, if any, as shall be required by applicable law
and regulations."
Section 3.2 is hereby deleted in its entirety.
Section 3.4 is hereby replaced and amended in its entirety as follows:
"The Employee shall be eligible under any group health, disability and
life insurance plan which the Company provides for its senior employees."
IV. Termination by the Company. Section 4(b) is hereby deleted in its
entirety.
X. Xxxxxxxxx. Section 6 is hereby replaced and amended in its entirety as
follows:
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"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, the Company shall continue to pay
Employee his current salary for the remaining period of the applicable
Term; and (2) all options and bonus awards granted pursuant to this
Agreement that would have vested during the Term shall vest immediately
prior to such termination.
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 bonus awards, stock options, 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 pay the Employee, as a single lump sum, the total amount of
his salary for the remaining period of the applicable Term."
VI. Other Benefits. Sections 7(a), 7(b) and 7(d) are hereby deleted in their
entirety.
VII. Notices. Section 12 is hereby amended to provide notice to the Employee
as follows:
Xxx X. XxXxxxxx
000 Xxxxxx Xxxxx, Xxx. 000
Xxxxxxx, XX 00000
VIII. Definitions. Section 14 (b) is hereby amended as follows:
"(b) The "Company's Field of Interest" is the discovery, development
and commercialization of pharmaceutical products based on (a)
intervention in signal transduction pathways and (b) gene and cell
therapy. The Company's Field of Interest may be changed at any
time at the sole discretion of the Company."
IX. Except as modified by this Third Amendment, the Agreement remains in full
force and effect and unchanged.
IN WITNESS WHEREOF, the parties have executed this Third Amendment as of the
date first written above.
ARIAD PHARMACEUTICALS, INC.
By:/s/ Xxxxxx X. Xxxxxx, M.D.
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Xxxxxx X. Xxxxxx, M.D.
Chairman and Chief Executive Officer
EMPLOYEE
/s/ Xxx X. XxXxxxxx
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Xxx X. XxXxxxxx
