Exhibit 10.10.2
AMENDMENT TO EMPLOYMENT
AGREEMENT
This Amendment to the Employment
Agreement (this “Amendment”) is effective as of the 1st
day of January, 2009 (the “Effective Date”) by and
between INCYTE CORPORATION, (f/k/a Incyte Genomics, Inc.), a
Delaware corporation (the “Company”), and Paul Friedman
(the “Executive”).
WHEREAS, the parties entered into
that certain Employment Agreement dated as of
November 26, 2001 (the “Employment
Agreement”).
WHEREAS, the parties desire to amend
the Employment Agreement, as set forth below, to comply with the
requirements of Section 409A of the Internal Revenue Code of
1986, as amended.
NOW, THEREFORE, in consideration of
the mutual covenants and agreements included in this Amendment and
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties, intending to be
legally bound, agree as follows:
1.
Section 3(a)(i) of the
Employment Agreement is hereby amended by deleting the last
paragraph of such section and replacing it with the
following:
“Subject to
Section 10(c), the payments described in this
Section 3(a)(i) shall be paid to the Executive in a lump
sum payment within 30 days after the Date of
Termination.”
2.
Section 3(b)(i) of the
Employment Agreement is hereby amended by deleting the last
paragraph of such section and replacing it with the
following:
“Subject to
Section 10(c), the payments described in this
Section 3(b)(i) shall be paid to the Executive in a lump
sum payment within 30 days after the Date of
Termination.”
3.
The Employment Agreement is hereby
amended to include the following new Section 10:
“SECTION 10. CODE
SECTION 409A COMPLIANCE.
(a)
To the fullest extent applicable,
amounts and other benefits payable under this Agreement are
intended to be exempt from the definition of “nonqualified
deferred compensation” under section 409A of the Code
(“Section 409A”) in accordance with one or more of
the exemptions available under the final Treasury regulations
promulgated under Section 409A and, to the extent that any
such amount or benefit is or becomes subject to Section 409A
due to a failure to qualify for an exemption from the definition of
nonqualified deferred compensation in accordance with such final
Treasury regulations, this Agreement is intended to comply with the
applicable requirements of Section 409A with
