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EXHIBIT 10.9
November 8, 2004
Joshua S. Boger
243 Old Pickard Road
Concord, MA 01742
Re: Second Amendment to Employment Agreement
Dear Joshua,
The Employment Agreement dated as of November 1, 1994, as amended by
letter agreement dated May 12, 1995, between you and Vertex Pharmaceuticals
Incorporated (the "Agreement") hereby is amended, effective November 8, 2004, by
deleting Section 6.4 in its entirety, and substituting the following:
6.4 TERMINATION WITHOUT CAUSE. If the Executive's employment is
terminated by the Company without Cause, the Executive shall be
entitled to 18 months of Severance Pay. "Severance Pay" shall mean
an amount equal to the Executive's base salary then in effect, plus
the amount of the target bonus for the year in which the Executive's
employment is terminated divided by twelve (12) (each of the 12
shares to constitute a "month's" Severance Pay). In addition: (i)
all unexercisable stock options held by the Executive as of the date
of termination shall be deemed to have been held by the Executive
for an additional eighteen (18) months after the date of
termination, for purposes of vesting and exercise rights, and any
unexercisable stock options that become exercisable as a result
thereof shall remain exercisable until the earlier of (1) the end of
the 90-day period following the date of termination and (2) the date
the option would otherwise expire and (ii) the Company's lapsing
repurchase right with respect to shares of restricted stock held by
the Executive shall lapse with respect to the Pro-Rata Share of
Restricted Stock. The "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 eighteen 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
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Joshua S. Boger
November 8, 2004
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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. Notwithstanding the foregoing, the terms of any
option agreement or restricted stock agreement shall govern the
acceleration of vesting or lapsing of the Company's repurchase
rights, as applicable, except to the extent that the terms of this
Employment Agreement are more favorable to the Executive.
As so amended, the 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: /s/ VICKI L. SATO
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Vicki L. Sato, President
Accepted and Agreed:
/s/ JOSHUA S. BOGER
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Joshua S. Boger