Exhibit 10.24
FORM OF
SECTION 409A
AMENDMENT
TO
EMPLOYMENT
AGREEMENT
THIS
AMENDMENT TO EMPLOYMENT AGREEMENT (the “Amendment”) is made December
31, 2008, by and between ARIAD Pharmaceuticals, Inc., a Delaware
corporation (the “Company”) and ________________ (the
“Employee”).
WHEREAS , the Company and the Employee entered into that
certain Employment Agreement dated as of ____________, as last
amended on _____________ (the “Employment
Agreement”);
WHEREAS , the Company has determined with the assistance
of outside legal counsel that an amendment to the Employment
Agreement is necessary by December 31, 2008 in order to comply
with, or be exempt from, Section 409A of the Internal Revenue Code
of 1986, as amended (the “Code”);
WHEREAS , the Company has proposed amendments to avoid
violating final regulations issued under Section 409A of the Code
as practicable without impacting the Employee’s substantive
rights under the Employment Agreement;
WHEREAS , the Employee agrees to amend the Employment
Agreement in the form set forth below in order to avoid violating
Section 409A of the Code.
NOW,
THEREFORE, for good and
valuable consideration, the sufficiency of which is acknowledged,
the parties hereto agree as follows effective as of December 31,
2008:
1. The
following sentence is hereby added at the end of Section 5.1 of the
Employment Agreement:
“In no
event shall the Employee be entitled to terminate employment with
the Company on account of an event described in this Section 5.1
unless the Employee provides notice of the existence of a purported
condition described above within a period not to exceed ninety days
of its initial existence, and the Company fails to cure such
condition (if curable) within thirty days after the receipt of such
notice.”
2. The
following sentence shall be added at the end of Section 6 of the
Employment Agreement:
“It is
intended that salary continuation payments under this Section 6
that are paid no later than December 31st of the second full
calendar year following the calendar year in which the Employee
separates from service shall be exempt from Section 409A as
payments resulting from an involuntary separation from service
under to Section 1.409A-1(b)(9)(iii) of the Treasury
Regulations.”
3. The
following sentences shall also be added at the end of Section 6 of
the Employment Agreement:
“Notwithstanding the foregoing, the notice
of termination must be provided no later than the March 15th
immediately following the calendar year in which the Change in
Control occurs (the ‘Short-Term Deferral Payment Due
Date’), and all continued salary payments must be completed
not later than Short-Term Deferral Payment Due Date. Any
amount paid under clause (ii) of the second paragraph of this
Section 6 is intended to satisfy the "short-term deferral" rule set
forth in Section 1.409A-1(b)(4) of the Treasury Regulations, and
shall not be deferred compensation subject to Section
409A.”
4. Secti
