0001047469-08-001101 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • February 11th, 2008 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations • Massachusetts

AGREEMENT, made and entered into as of February 11, 2008 by and between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (together with its successors and assigns, the "Company"), and John Alam (the "Executive").

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John J. Alam, M.D. 11 Channing Street Cambridge, MA 02138 Re: Second Amendment to Change of Control Agreement Dear John:
Vertex Pharmaceuticals Inc / Ma • February 11th, 2008 • Pharmaceutical preparations

The Change of Control Agreement dated as of March 7, 2003 between you and Vertex Pharmaceuticals Incorporated, as amended effective November 8, 2004 (the "Agreement") hereby is amended, effective February 11, 2008, as follows:

Amit Sachdev 5218 Loughboro Road NW Washington, DC 20016 RE: Change of Control Agreement Dear Amit:
Vertex Pharmaceuticals Inc / Ma • February 11th, 2008 • Pharmaceutical preparations • Massachusetts

You are a key member of the senior management team of Vertex Pharmaceuticals Incorporated (the "Company"). As a result, the Company would like to provide you with the following "change of control" benefits to help ensure that if the Company becomes involved in a "change of control" transaction, there will be no distraction from your attention to the needs of the Company. This Change of Control Agreement (this "Agreement"), together with the Employment Agreement of even date between you and the Company, supercedes and replaces the provisions under the caption "Severance" in the offer letter dated June 5, 2007 between you and the Company.

Amendment No. 1 to Amended and Restated Employment Agreement
Employment Agreement • February 11th, 2008 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations

This Amendment No. 1 to the Amended and Restated Employment Agreement, dated November 8, 2004 (the "Agreement"), between Vertex Pharmaceuticals Incorporated, a Massachusetts corporation (together with its successors and assigns, the "Company") and Kenneth S. Boger (the "Executive") is entered into by the parties on February 11, 2008. The parties hereby agree that the Agreement shall be amended as follows:

February 11, 2008
Change of Control Agreement • February 11th, 2008 • Vertex Pharmaceuticals Inc / Ma • Pharmaceutical preparations

The Change of Control Agreement dated as of March 7, 2003 between you and Vertex Pharmaceuticals Incorporated, as amended effective November 8, 2004 (the "Agreement") hereby is amended, effective February 11, 2008, as follows:

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