Exhibit 10.27
AMENDMENT NO. 1
TO
EMPLOYMENT
AGREEMENT
THIS AMENDMENT NO. 1
(this “
Amendment ”) to the Employment Agreement by and
between John Varian (“ Executive ”) and
ARYX THERAPEUTICS, INC. , a Delaware corporation (the
“ Company ”) dated November 18, 2003
(the “ Prior Agreement ”), is entered
into and effective as of December 19, 2008 (the “
Effective Date ”). Capitalized terms not
herein defined shall have the meanings ascribed to them in the
Prior Agreement.
WHEREAS , the Company and the Executive previously
entered into the Prior Agreement; and
WHEREAS , the Company and the Executive wish to amend
the Prior Agreement by entering into this Amendment to comply with
the parties’ intent that the Prior Agreement be interpreted,
construed and administered in a manner that satisfies
Section 409A of the Internal Revenue Code of 1986, as amended
from time to time, among other things.
NOW, THEREFORE
, in consideration of the mutual
promises and covenants contained herein, the Company and the
Executive, intending to be legally bound, hereby amend the Prior
Agreement effective as of the Effective Date and agree as
follows:
SECTION 1.
AMENDMENT TO THE PRIOR
AGREEMENT
Effective as of the Effective Date,
the sections of the Prior Agreement entitled “Termination of
Employment,” “Change of Control” and
“Definitions” are hereby amended and restated in their
entirety to read as follows:
Termination of
Employment
You may terminate your employment
with ARYx at any time, with or without Good Reason (as defined
below), simply by notifying us. Likewise, ARYx may terminate
your employment at any time and for any reason whatsoever, with or
without Cause (as defined below), or advance notice. As
required by law, this offer is subject to satisfactory proof of
your right to work in the United States.
If the Company terminates your
employment at any time for Cause, or if you resign from ARYx
without Good Reason, your salary shall cease on the date of
termination, and you will not be entitled to severance pay, pay in
lieu of notice or any other such compensation, other than payment
of accrued salary and such other benefits as expressly required by
applicable law or the terms of any applicable Company benefit
plans. The Option and any other stock awards you hold shall
cease vesting as of the date of termination and those options which
are already vested shall be exercisable only pursuant to the terms
of the ARYx stock option plans and agreements.
However, if the Company terminates
your employment at any time without Cause, or you resign from ARYx
for Good Reason (as long as you provide the Company with written
notice specifying the occurrence of the event that forms the basis
of the resignation for Good Reason within ninety (90) days
following its initial existence and provide the Company forty-five
(45)
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