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EXHIBIT 10.7
November 8, 2004
Re: Amendment to Change of Control Agreement
Dear [______],
The Change of Control Agreement dated as of March 7, 2003 between you and
Vertex Pharmaceuticals Incorporated (the "AGREEMENT") hereby is amended,
effective November 8, 2004, as follows:
1. Insert a new Section I.7, which shall state in its entirety:
I.7 "PRO-RATA SHARE OF RESTRICTED STOCK" shall mean, for any grant of
restricted stock as to which the Company's repurchase right lapses
ratably over a specified period (e.g. in equal annual increments
over four years), that number of shares as to which the Company's
repurchase right with respect to those shares would have lapsed if
the Executive's employment by the Company had continued an
additional 18 month period. For any other shares of restricted
stock, "Pro-Rata Share of Restricted Stock" shall mean, as to any
shares of restricted stock which were granted on the same date and
as to which the Company's repurchase right lapses on the same date,
that portion of such shares calculated by multiplying the number of
shares by a fraction, the numerator of which is the number of days
that have passed since the date of grant, plus the number of days in
18 months, and the denominator of which is the total number of days
from the date of the grant until the date (without regard to any
provisions for earlier vesting upon achievement of a specified goal)
on which the Company's repurchase right would lapse under the terms
of the grant.
2. Delete Section 2, "Accelerated Vesting," in its entirety, and substitute
the following therefor:
2. ACCELERATED VESTING
(a) Stock options for the purchase of the Company's securities held
by you as of the Termination Date and not then exercisable
shall be deemed to have been held by you for an additional 18
months, for purposes of calculating the number of options which
are exercisable on the Termination Date. The options to which
this accelerated vesting applies shall remain exercisable
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until the earlier of (a) the end of the 90-day period
immediately following the Termination Date, or (b) the date the
stock option(s) would otherwise expire; and
(b) the Company's lapsing repurchase right with respect to shares
of restricted stock held by you shall lapse with respect to the
Pro-Rata Share of Restricted Stock.
(c) Notwithstanding anything to the contrary in this agreement, the
terms of any option agreement or restricted stock agreement
shall govern the acceleration, if any, of vesting or lapsing of
the Company's repurchase rights, as applicable, except to the
extent that the terms of this agreement are more favorable to
you.
As so amended, the Change of Control Agreement shall remain in full force
and effect.
If you agree to the foregoing amendment, please so indicate by signing
and returning the enclosed copy of this letter.
VERTEX PHARMACEUTICALS INCORPORATED
By:
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Joshua S. Boger
Chairman and Chief Executive Officer
Accepted and Agreed:
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SCHEDULE 1
PARTIES TO AMENDMENT TO CHANGE OF CONTROL AGREEMENT
John Alam
Lynne Brum
Pamela Fritz
Peter Mueller
Mark Murcko
Steven Schmidt
John Thomson
Jeffrey Wilson