a5466934ex10-1.htm


    Exhibit
      10.1

     

    Executive
      Employment Agreement

    


    EMPLOYMENT
      AGREEMENT (the "Agreement") made as of May 29, 2007 between ARIAD
      Pharmaceuticals, Inc. (the "Company") a Delaware corporation, and Pierre F.
      Dodion, M.D. (the "Employee").

     

    
      1.    Employment,
        Duties
        and Acceptance.

    

     

    1.1    The
      Company
      hereby employs the Employee, for the Term (as hereinafter defined), to render
      full-time services to the Company, and to perform such duties as he shall
      reasonably be directed by the Chief Executive Officer of the Company to
      perform.  The Employee's title shall be designated by the Chief
      Executive Officer and initially shall be Senior Vice President,
      Oncology.

     

    1.2    The
      Employee hereby
      accepts such employment and agrees to render the services described
      above.

     

    1.3    The
      principal
      place of employment of the Employee hereunder shall be in the greater Boston,
      Massachusetts area, or other locations reasonably acceptable to the
      Employee.  The Employee acknowledges that for limited periods of time
      he may be required to provide services to the Company outside of the Boston,
      Massachusetts area.

     

    1.4    Notwithstanding
      anything to the contrary herein, although the Employee shall provide services
      as
      a full-time employee, it is understood that the Employee may (a) have an
      academic appointment and (b) participate in professional activities
      (collectively, "Permitted Activities'); provided, however, that
      such Permitted Activities do not interfere with the Employee's duties to the
      Company.

     

    
      
        
        

      

      
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    1.5    The
      Employee
      represents and affirms that he does not have any other contractual obligations
      to any other person or entity that would prohibit or limit his employment with
      the Company, except for the duty not to use or disclose another entity’s
      confidential information without authorization.  Employee further
      acknowledges that the Company instructs him not to bring with him, use or
      disclose in the course of his employment any confidential information belonging
      to another person or entity, without that person or entity’s express
      authorization.

     

    2.    Term
      of
      Employment.

     

    The
      term
      of the Employee's employment under this Agreement (the "Term") shall commence
      on
      June 11, 2007 (the "Effective Date"), or such other date mutually agreed upon
      by
      the parties, and shall end on December 31, 2009, unless sooner terminated
      pursuant to Section 4 or 5 of this Agreement; provided, however, that
      this Agreement shall automatically be renewed for successive one-year terms
      (the
      Term and, if the period of employment is so renewed, such additional period(s)
      of employment are collectively referred to herein as the "Term") unless
      terminated by written notice given by either party to the other at least ninety
      (90) days prior to the end of the applicable Term.  

     

    3.    Compensation.

     

    3.1    As
      full
      compensation for all services to be rendered pursuant to this Agreement, the
      Company agrees to pay the Employee, during the Term, a salary at the fixed
      rate
      of $325,000 per annum during the first year of the Term and increased each
      year
      thereafter, by amounts, if any, to be determined by the Board of Directors
      of
      the Company (the "Board"), in its sole discretion, payable in equal biweekly
      installments, less such deductions or amounts to be withheld as shall be
      required by applicable law and regulations.

     

    
      
        
        

      

      
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    3.2    Each
      year,
      Employee shall be eligible to receive a discretionary bonus of up to 30% of
      base
      salary, which bonus shall be determined annually by the Board.  The
      bonus, if any, may be paid in the form of stock options, restricted stock awards
      or units, deferred compensation or cash, as determined by the
      Board.

     

    3.3    The
      Company
      shall pay or reimburse the Employee for all reasonable expenses actually
      incurred or paid by him during the Term in the performance of his services
      under
      this Agreement, upon presentation of expense statements or vouchers or such
      other supporting information as it may require.

     

    3.4    The
      Employee
      shall be eligible under any incentive plan, stock award plan, bonus, deferred
      or
      extra compensation plan, pension, group health, disability, long-term care,
      and
      life insurance or other so-called "fringe" benefits which the Company provides
      for its executives at the comparable level.  All stock options and
      restricted stock awards or units granted to the Employee shall be subject to
      a
      vesting schedule which shall be determined by the Compensation Committee of
      the
      Board.  The stock options and restricted stock awards or units, if
      any, granted to the Employee shall also be subject to the terms of the Company’s
      long-term incentive plan and certificates.  Any unvested stock options
      or restricted stock awards or units subject to repurchase shall be forfeited
      to
      the Company in the event (a) this Agreement is terminated by the Company for
      Cause pursuant to Section 4 herein, or (b) either party elects not to renew
      this
      Agreement pursuant to Section 2 herein.

     

     

    
      
        
        

      

      
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    3.5    The
      Company
      shall grant the Employee an option to purchase
      100,000 shares of the Company's Common Stock at the fair
      market value on the date of the Board's approval of the grant.  The
      Employee agrees that all such options shall be subject to a four-year vesting
      schedule, vesting in equal increments of 25% on each anniversary of their
      issuance.  Any unvested options shall be forfeited to the Company in
      the event (a) this Agreement is terminated by the Company for Cause pursuant
      to
      Section 4 herein, or (b) either party elects not to renew this Agreement
      pursuant to Section 2 herein.

     

    4.    Termination
      by the
      Company.

     

    The
      Company may terminate this Agreement, if any one or more of the following shall
      occur:

     

    (a)    The
      Employee
      shall die during the Term; provided, however, the Employee's legal
      representatives shall be entitled to receive the compensation provided for
      hereunder to the last day of the month in which his death occurs.

     

    (b)    The
      Employee
      shall become physically or mentally disabled, whether totally or partially,
      so
      that he is unable substantially to perform his services hereunder for (i) a
      period of 180 consecutive days, or (ii) for shorter
      periods aggregating 180 days during any twelve (12) month period.

     

    (c)    The
      Employee
      acts, or fails to act, in a manner that provides Cause for
      termination.  For purposes of this Agreement, the term "Cause" means
      (i) the failure by the Employee to perform any of his material duties hereunder,
      (ii) the conviction of the Employee of any felony involving moral turpitude,
      (iii) any acts of fraud or embezzlement by the Employee involving the Company
      or
      any of its Affiliates, (iv) violation of any federal, state or local law, or
      administrative regulation related to the business of the Company, (v) a conflict
      of interest, (vi) conduct that could result in publicity reflecting unfavorably
      on the Company in a material way, (vii) failure to comply with the written
      policies of the Company, or (viii) a breach of the terms of this Agreement
      by
      the Employee.  If the conduct constituting Cause hereunder is
      susceptible to cure, the Company shall provide the Employee written notice
      of
      termination pursuant to this Section 4, and Employee shall have thirty (30)
      days
      to cure or remedy such failure or breach, in which case this Agreement shall
      not
      be terminated. If the conduct is not susceptible to cure, this Agreement shall
      terminate upon written notice by the Company.

     

    
      
        
        

      

      
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    5.    Termination
      by the
      Employee.

     

    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 or 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(b);

     

    
      
        
        

      

      
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    (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 Federal
      Bankruptcy Code, as amended, or under any other bankruptcy or insolvency act
      or
      law, state or federal, now or hereafter existing and remain undismissed or
      unstayed for a period of thirty (30) days; or

     

    (d)    a
      receiver,
      assignee, liquidator, trustee or similar officer for the Company or for all
      or
      any part of its property shall be appointed involuntarily.

     

    (e)    a
      Change in
      Control as defined in Section 14.

     

    6.    Severance.

     

    6.1    If
      (i) the
      Company terminates this Agreement without Cause or (ii) the Employee terminates
      this Agreement pursuant to Section 5.1(a), then: (1) except in the case of
      death
      or disability, the Company shall continue to pay Employee his then-current
      salary for the remaining period of the applicable Term; (2) all stock options
      granted pursuant to this Agreement that would have vested during the Term shall
      vest immediately prior to such termination; and (3) the Company shall continue
      to provide all benefits subject to COBRA at its expense for up to one(1)
      year.

     

    6.2    In
      the event
      of a consummation of a Change in Control of the Company, and if the Employee
      gives notice of termination within ninety (90) days after such occurrence,
      then
      (i) all stock, stock options, restricted stock awards or units, and similar
      equity rights granted to the Employee shall immediately vest and remain fully
      exercisable through their original term with all rights; and (ii) the Company
      shall continue to pay the Employee his then-current salary for the shorter
      of
      (a) six (6) months, or (b) the remaining period of the applicable
      Term.

     

    
      
        
        

      

      
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    7.    Other
      Benefits.

     

    In
      addition to all other benefits contained herein, the Employee shall be entitled
      to:

     

    (a)    Relocation
      expenses for the Employee, consisting of (i) all reasonable direct out-of-pocket
      costs of transporting the Employee, the Employee’s immediate family, and the
      Employee's household items from the Employee's current residence in New Jersey
      to a new residence in the greater Boston, Massachusetts area; (ii) reasonable
      travel and lodging to visit the greater Boston, Massachusetts area to search
      for
      a new residence; (iii) reasonable costs of rent and primary services associated
      with temporary housing at an approved location in the greater Boston,
      Massachusetts area for a maximum period of ninety (90) days from the Employee’s
      start date or until he finds a suitable residence, if earlier, and (iv) except
      as described in the next succeeding sentence and subject to prior approval,
      the
      reasonable closing costs associated with the Employee’s purchase of a new
      residence in the greater Boston, Massachusetts area within ten months of the
      Employee's date of employment.  The following closing (settlement)
      costs will not be paid by the Company:  (1) real estate and
      other taxes, (2) insurance premiums other than title insurance, and (3)
      commitment fees and prepaid interest (i.e., "points") in excess of
      2%.  

     

    (b)    Vacation
      time
      of four (4) weeks per year taken in accordance with the paid time-off policy
      of
      the Company.

     

    
      
        
        

      

      
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    (c)    After
      six (6)
      years of employment, one three-month period of fully paid leave of absence
      in
      accordance with Company policies in place at that time; it being understood
      that
      such policies may restrict the Employee from taking such leave of absence until
      a time that is acceptable to the Company and may include other such
      limitations.

     

    (d)    Group
      health,
      disability, long-term care and life insurance.

     

    (e)    The
      Company
      shall provide the Employee with an automobile allowance of $750 per month
      and
standard tax preparation and planning services.

     

    (f)    To
      facilitate
      the Employee's relocation, the Company will provide the Employee with a one-time
      relocation advance (the “Relocation Advance”) in the amount of $100,000 payable
      by the Company within thirty (30) days of the start of
      employment.  The Employee shall be obligated to repay the Relocation
      Advance immediately upon the occurrence of any of the following
      events:  (a) the Employee terminates his employment or this Agreement
      prior to December 31, 2007, except as provided pursuant to Section 5.1 herein,
      or (b) the Company terminates this Agreement for Cause at any time pursuant
      to
      Section 4 herein.  Notwithstanding the foregoing, if the Employee
      terminates this Agreement between January 1, 2008 and June 30, 2009, the
      Employee shall be obligated to repay the Relocation Advance, prorated by the
      Employee’s months of service prior to termination of employment, within thirty
      (30) days of such termination.  As of July 1, 2009, the Relocation
      Advance shall no longer be subject to repayment by the Employee.  The
      Employee authorizes the Company to withhold from final wages, expense
      reimbursements, or other forms of compensation due to him at the time of
      separation any portion of the Relocation Advance that he is required to
      repay.

     

    
      
        
        

      

      
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      8.    Confidentiality.

       

    

    8.1    The
      Employee
      acknowledges that, during the course of performing his services hereunder,
      the
      Company shall be disclosing information to the Employee related to the Company's
      Field of Interest, Inventions, projects and business plans, as well as other
      information (collectively, "Confidential Information").  The Employee
      acknowledges that the Company's business is extremely competitive, dependent
      in
      part upon the maintenance of secrecy, and that any disclosure of the
      Confidential Information would result in serious harm to the
      Company.

     

    8.2    The
      Employee
      agrees that the Confidential Information only shall be used by the Employee
      in
      connection with his activities hereunder as an employee of the Company, and
      shall not be used in any way that is detrimental to the Company.

     

    8.3    The
      Employee
      agrees not to disclose, directly or indirectly, the Confidential Information
      to
      any third person or entity, other than representatives or agents of the
      Company.  The Employee shall treat all such information as
      confidential and proprietary property of the Company.

     

    8.4    The
      term
      "Confidential Information" does not include information that (a) is or becomes
      generally available to the public other than by disclosure in violation of
      this
      Agreement, (b) was within the Employee's possession prior to being furnished
      to
      such Employee, (c) becomes available to the Employee on a nonconfidential basis
      or (d) was independently developed by the Employee without reference to the
      information provided by the Company.

     

    
      
        
        

      

      
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    8.5    The
      Employee
      may disclose any Confidential Information that is required to be disclosed
      by
      law, government regulation or court order.  If disclosure is required,
      the Employee shall give the Company advance notice so that the Company may
      seek
      a protective order or take other action reasonable in light of the
      circumstances.

     

    8.6    Upon
      termination of this Agreement, the Employee shall promptly return to the Company
      all materials containing Confidential Information, as well as data, records,
      reports and other property, furnished by the Company to the Employee or produced
      by the Employee in connection with services rendered
      hereunder.  Notwithstanding such return or any of the provisions of
      this Agreement, the Employee shall continue to be bound by the terms of the
      confidentiality provisions contained in this Section 8 for a period of three
      (3)
      years after the termination of this Agreement.

     

    8.7    In
      connection
      with his employment by the Company, the Employee hereby acknowledges that he
      may
      enter into more than one agreement with regard to (a) the confidentiality of
      certain books, records, documents and business, (b) rights to certain
      inventions, proprietary information, and writings, (c) publication of certain
      materials, and (d) other related matters (the "Confidential Matters") of the
      Company (the "Confidentiality Agreements").  In order to clarify any
      potential conflicts between certain respective provisions of such
      Confidentiality Agreements, the Employee and the Company hereby agree that,
      as
      among such Confidentiality Agreements, the provision (or part thereof) in any
      such Confidentiality Agreement which affords the greatest protection to the
      Company with respect to the Confidential Matters shall control.

     

    
      
        
        

      

      
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    9.    Inventions
      Discovered by the Employee WhilePerforming Services
      Hereunder.  

     

    During
      the
      Term, the Employee shall promptly disclose to the Company any invention,
      improvement, discovery, process, formula, or method or other intellectual
      property, whether or not patentable, whether or not copyrightable (collectively,
      "Inventions") made, conceived or first reduced to practice by the Employee,
      either alone or jointly with others, while performing service
      hereunder.  The Employee hereby assigns to the Company all of his
      right, title and interest in and to any such Inventions.  During and
      after the Term, the Employee shall execute any documents necessary to perfect
      the assignment of such Inventions to the Company and to enable the Company
      to
      apply for, obtain, and enforce patents and copyrights in any and all countries
      on such Inventions.  The Employee hereby irrevocably designates the
      Chief Patent Counsel to the Company as his agent and attorney-in-fact to execute
      and file any such document and to do all lawful acts necessary to apply for
      and
      obtain patents and copyrights and to enforce the Company's rights under this
      paragraph.  This Section 9 shall survive the termination of this
      Agreement.

     

    
      10.    Non-Competition
        and Non-Solicitation.

    

     

    During
      the
      Term and for a period of one year following the date of termination or
      nonrenewal for any reason (other than termination pursuant to Section
      5.1(a):  (a) the Employee shall not in the United States or in any
      country in which the Company shall then be doing business, directly or
      indirectly, enter the employ of, or render any services to, any person, firm
      or
      corporation engaged in any business competitive with the business of the Company
      or of any of its subsidiaries or affiliates of which the Employee may become
      an
      employee or officer during the Term; he shall not engage in such business on
      his
      own account; and he shall not become interested in any such business, directly
      or indirectly, as an individual, partner, shareholder, director, officer,
      principal, agent, employee, trustee, consultant, or any other relationship
      or
      capacity; provided, however, that nothing contained in this Section 10 shall
      be
      deemed to prohibit the Employee from acquiring, solely as an investment, shares
      of capital stock of any public corporation;  (b) neither the Employee
      nor any Affiliate of the Employee shall solicit or utilize, or assist any person
      in any way to solicit or utilize, the services, directly or indirectly, of
      any
      of the Company's directors, consultants, members of the Board of Scientific
      and
      Medical Advisors, officers or employees (collectively, "Associates of the
      Company").  This nonsolicitation and nonutilization provision shall
      not apply to Associates of the Company who have previously terminated their
      relationship with the Company.

     

    
      
        
        

      

      
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    10.1     If
      the
      Employee commits a breach, or threatens to commit a breach, of any of the
      provisions of this Section 10, the Company shall have the following rights
      and
      remedies:

     

    10.1.1    The
      right and
      remedy to have the provisions of this Agreement specifically enforced by any
      court having equity jurisdiction, it being acknowledged and agreed that any
      such
      breach or threatened breach shall cause irreparable injury to the Company and
      that money damages shall not provide an adequate remedy to the Company;
      and

     

    
      
        
        

      

      
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    10.1.2    The
      right and
      remedy to require the Employee to account for and pay over to the Company all
      compensation, profits, monies, accruals,increments or other benefits
      (collectively "Benefits") derived or received by the Employee as the result
      of
      any transactions constituting a breach of any of the provisions of the preceding
      paragraph, and the Employee hereby agrees to account for and pay over such
      Benefits to the Company.

     

    Each
      of
      the rights and remedies enumerated above shall be independent of the other,
      and
      shall be severally enforceable, and all of such rights and remedies shall be
      in
      addition to, and not in lieu of, any other rights and remedies available to
      the
      Company under law or in equity.

     

    10.2    If
      any of the
      covenants contained in Section 8, 9 or 10, or any part thereof, is hereafter
      construed to be invalid or unenforceable, the same shall not affect the
      remainder of the covenant or covenants, which shall be given full effect without
      regard to the invalid portions.

     

    10.3    If
      any of the
      covenants contained in Section 8, 9 or 10, or any part thereof, is held to
      be
      unenforceable because of the duration of such provision or the area covered
      thereby, the parties agree that the court making such determination shall have
      the power to reduce the duration and/or area of such provision and, in its
      reduced form, such provision shall then be enforceable.

     

    10.4    The
      parties
      hereto intend to and hereby confer jurisdiction to enforce the covenants
      contained in Sections 8, 9 and 10 upon the courts of any state within the
      geographical scope of such covenants.  In the event that the courts of
      any one or more of such states shall hold any such covenant wholly unenforceable
      by reason of the breadth of such scope or otherwise, it is the intention of
      the
      parties hereto that such determination not bar or in any way affect the
      Company's right to the relief provided above in the courts of any other states
      within the geographical scope of such covenants, as to breaches of such
      covenants in such other respective jurisdictions, the above covenants as they
      relate to each state being, for this purpose, severable into diverse and
      independent covenants.

     

    
      
        
        

      

      
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    11.    Indemnification.

     

    The
      Company shall indemnify the Employee, to the maximum extent permitted by
      applicable law, against all costs, charges and expenses incurred or sustained
      by
      him in connection with any action, suit or proceeding to which he may be made
      a
      party by reason of his being an officer, director or employee of the Company
      or
      of any subsidiary or affiliate of the Company.  The Company shall
      provide, subject to its availability upon reasonable terms (which determination
      shall be made by the Board of Directors) at its expense, directors and officers
      insurance for the Employee in reasonable amounts.  Determination with
      respect to (a) the availability of insurance upon reasonable terms and (b)
      the
      amount of such insurance coverage shall be made by the Board of Directors in
      its
      sole discretion.

     

    12.    Notices.

     

    All
      notices, requests, consents and other communications required or permitted
      to be
      given hereunder shall be in writing and shall be deemed to have been duly given
      if sent by prepaid telegram (confirmed delivery by the telegram service),
      private overnight mail service (delivery confirmed by such service), registered
      or certified mail (return receipt requested), or delivered personally, as
      follows (or to such other address as either party shall designate by notice
      in
      writing to the other in accordance herewith):

     

    
      
        
        

      

      
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    If
      to
      the Company:

     

    ARIAD
      Pharmaceuticals, Inc.

    26
      Landsdowne Street

    Cambridge,
      Massachusetts 02139

    Attention:
      Chief Executive Officer

    Telephone:    (617)
      494-0400

    Fax:       (617)
      494-1828

     

    If
      to
      the Employee:

    Pierre
      F.
      Dodion, M.D.

    5
      Mathews
      Drive

    Flemington,
      New Jersey 08822-1965

     

    13.    General.

     

    13.1    This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the Commonwealth of Massachusetts applicable to agreements made and
      to
      be performed entirely in Massachusetts.

     

    13.2    The
      Section
      headings contained herein are for reference purposes only and shall not in
      any
      way affect the meaning or interpretation of this Agreement.

     

    13.3    This
      Agreement sets forth the entire agreement and understanding of the parties
      relating to the subject matter hereof, and supersedes all prior agreements,
      arrangements and understandings, written or oral, relating to the subject matter
      hereof.  No representation, promise or inducement has been made by
      either party that is not embodied in this Agreement, and neither party shall
      be
      bound by or liable for any alleged representation, promise or inducement not
      so
      set forth.

     

    
      
        
        

      

      
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    13.4    This
      Agreement and the Employee's rights and obligations hereunder may not be
      assigned by the Employee or the Company; provided, however, the
      Company may assign this Agreement to an Affiliate or a successor-in
      interest.

     

    13.5    This
      Agreement may be amended, modified, superseded, canceled, renewed or extended,
      and the terms or covenants hereof may be waived, only by a written instrument
      executed by the parties hereto, or in the case of a waiver, by the party waiving
      compliance.  The failure of a party at any time or times to require
      performance of any provision hereof shall in no manner affect the right at
      a
      later time to enforce the same.  No waiver by a party of the breach of
      any term or covenant contained in this Agreement, whether by conduct or
      otherwise, in any one or more instances, shall be deemed to be, or construed
      as,
      a further or continuing waiver of any such breach, or a waiver of the breach
      of
      any other term or covenant contained in this Agreement.

     

    14.    Definitions.  As
      used herein the following terms have the following meaning:

     

    (a)    "Affiliate"
      means and includes any corporation or other business entity controlling,
      controlled by or under common control with the corporation in
      question.

     

    (b)    The
      “Company’s Field of Interest” is the discovery, development and
      commercialization of pharmaceutical products based on (a) intervention in signal
      transduction pathways and (b) gene and cell therapy.  The Company’s
      Field of Interest may be changed at any time at the sole discretion of the
      Company and upon written notice to Employee.

     

    
      
        
        

      

      
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    (c)    "Person"
      means any natural person, corporation, partnership, firm, joint venture,
      association, joint stock company, trust, unincorporated organization,
      governmental body or other entity.

     

    (d)    "Subsidiary"
      means any corporation or other business entity directly or indirectly controlled
      by the corporation in question.

     

    (e)    "Change
      in
      Control” means the occurrence of any of the following events (without the
      consent of the Employee):

     

    (i)    Any
      corporation, person or other entity makes a tender or exchange offer for shares
      of the Company's Common Stock pursuant to which such corporation, person or
      other entity acquires more than 50% of the issued and outstanding shares of
      the
      Company's Common Stock;

     

    (ii)    The
      stockholders of the Company approve a definitive agreement to merge or
      consolidate the Company with or into another corporation or to sell or otherwise
      dispose of all or substantially all of the Company's assets; or

     

    (iii)    Any
      person
      within the meaning of Section 3 (a) (9) or Section 13 (d) of the Securities
      Exchange Act of 1934 acquires more than 50% of the combined voting power of
      Company's issued and outstanding voting securities entitled to vote in the
      election of the Board.

    


    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS
      WHEREOF, the parties have executed this Agreement
      as of the date first above written.

     

     

    
      	 	
              ARIAD
                PHARMACEUTICALS, INC.

            	 
	 	 	 	 
	
               

            	
              
                By:

              

            	
              /s/
                Harvey J. Berger, M.D.

            	 
	 	 	
              Harvey
                J. Berger, M.D.

            	 
	 	 	
              Chairman
                and Chief Executive Officer

            	 
	 	 	 	 


    

     

     

    
      	 	
              EMPLOYEE

            	 
	 	 	 	 
	
               

            	
              
                By:

              

            	
              /s/  Pierre
                F. Dodion, M.D.

            	 
	 	 	
              Pierre
                F. Dodion, M.D.

            	 
	 	 	 	 
	 	 	 	 


    

    
 

     

     

     

     

    18