Execution
Copy
Exhibit 10.22.4
THIRD AMENDMENT TO EMPLOYMENT
AGREEMENT
This AMENDMENT
TO EMPLOYMENT AGREEMENT (the “ Third Amendment") made as of
January 8, 2009, between ARIAD Pharmaceuticals, Inc., a Delaware
corporation (the "Company"), and Matthew E. Ros (the
"Employee").
The Company and
the Employee have entered into an Employment Agreement dated as of
October 25, 2007 (the "Agreement"), as previously amended, 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. The second
sentence of Section 1.1 is hereby amended to read as
follows:
"The Employee's title shall be designated by the
Chief Executive Officer and initially shall be Senior Vice
President, Commercial Operations.
II.
Termination by the Employee. Section 5 is hereby replaced
and amended in its entirety as follows:
"5.1. The Employee may terminate this
Agreement, if any one or more of the following shall
occur:
(a) a material breach of the terms of this
Agreement by the Company and such breach continues for thirty (30)
days after the Employee gives the Company written notice of such
breach;
(b) the Company shall make a general assignment
for benefit of creditors; or any proceeding shall be instituted by
the Company seeking to adjudicate it as bankrupt or insolvent, or
seeking liquidation, winding up, reorganization, arrangement,
adjustment, protection, relief, or composition of it or its debts
under law relating to bankruptcy, insolvency or reorganization or
relief of debtors, or seeking entry of an order for relief of the
appointment of a receiver, trustee, or other similar official for
it or for any substantial part of its property or the Company shall
take any corporate action to authorize any of the actions set forth
above in this subsection 5.1(b);
(c) an involuntary petition shall be filed or an
action or proceeding otherwise commenced against the Company
seeking reorganization, arrangement or readjustment of the
Company's debts or for any other relief under the
