Exhibit 10.1


EMPLOYMENT
AGREEMENT


THIS EMPLOYMENT
AGREEMENT (this “Agreement”) is entered into as of August 2, 2006 by and
between United Therapeutics Corporation (the “Company”) and John Ferrari (the “Executive”).


WHEREAS, the
Company has employed Executive since May 28, 2001 and desires to continue to
employ Executive as Chief Financial Officer and Treasurer, subject to the terms
and conditions herein set forth; and


WHEREAS, the
Company and Executive desire this Agreement to supersede and replace on a going-forward
basis all previous or existing agreements between the Company and Executive
relating to the subject matter covered by this Agreement;


NOW, THEREFORE, in
consideration of the promises and mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows.


1.    Employment.  Upon the other terms and conditions
hereinafter stated, the Company agrees to employ the Executive and the
Executive agrees to accept employment by the Company for the term set forth in
Section 2 hereof and in the position and with the duties and responsibilities
set forth in Section 3 hereof.  Executive
warrants that he is under no restriction that would prevent him from entering
into this Agreement and from complying with all of its provisions to their
fullest extent.


2.    Term. 
The term of this Agreement will commence on August 10, 2006 and end on
the fifth anniversary of such date (the “Initial Term”), and thereafter shall
continue from year to year for additional one-year terms (the “Additional Terms”),
unless and until either party shall give notice of such party’s intent to
terminate not less than 60 days prior to the end of the then-current Initial
Term or Additional Term, which termination shall be effective at the expiration
of said term, or until sooner terminated as hereinafter set forth.


3.    Position and Duties.


(a)           Executive shall serve as Chief
Financial Officer and Treasurer, with such duties and responsibilities (i) as
are normally performed by such an executive of a biotechnology company, and
(ii) as may be assigned to Executive from time to time by the Company’s
CEO.  The Executive shall report to the
Company’s CEO or his or her designee. 
The Executive shall at all times exert his best efforts and loyalty on
behalf of the Company and shall devote full time and attention to such
employment.


(b)           Executive shall perform his duties
from the Company’s Silver Spring, Maryland office, although Executive will
travel as necessary or desirable to fulfill his duties and responsibilities to
the Company.


(c)           The Executive agrees to abide by all
employment guidelines and policies as may be developed from time to time by the
Company and applicable to all employees of the Company, including, without
limitation, the United Therapeutics Corporation Company Manual, the United
Therapeutics Corporation Securities Trades by Company Personnel Policy and the
United Therapeutics Corporation Media & Analyst Communication Policy.



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4.    Compensation and Related Matters.  The Company shall provide the following
compensation and benefits to the Executive:


(a)          The Company shall pay to the Executive
an annual base salary of Two Hundred and Forty Thousand Dollars ($240,000.00)
(the “Base Salary”), such annual base salary to be subject to review and
increase annually by the Company at the Company’s discretion.  The Base Salary shall be payable semi-monthly
or in such other installments as shall be consistent with the Company’s payroll
procedures.  The Company shall deduct and
withhold all necessary social security and withholding taxes and any other
similar sums required by law or authorized by the Executive with respect to
payment of the Base Salary and all other amounts and benefits payable under this
Agreement.


(b)         Executive
is eligible to participate in the standard health, dental, vision care, short
and long-term disability, life insurance and 401(k) benefits provided to the
Company’s employees.  Detailed benefits
information including employee costs will be included Executive’s new hire package.  Additionally, in Executive’s new hire package
Executive will receive a copy of the Employee Handbook that explains many of
United Therapeutics’ policies and procedures.


(c)          Executive
will be awarded options to purchase 15,000 shares of United Therapeutics Common
Stock at the closing NASDAQ price
on August 10, 2006. This award is subject only to approval by the Compensation
Committee of the Company’s Board of Directors. 
Executive’s options will vest in one-third increments on the first,
second, and third anniversary of August 10, 2006.   These options are valid for ten years from
the date of grant, and vest only for so long as Executive remains employed by
United Therapeutics.  All unvested
options expire upon termination of Executive’s employment.


(d)         Executive
will be eligible for an annual (i) incentive cash bonus award opportunity of
35% of his then-current annual salary based on milestones approved by the
Compensation Committee of the Company’s Board of Directors, and (ii) stock
option incentive award opportunity of 30,000 options based on milestones
approved by the Compensation Committee of the Company’s Board of Directors from
time to time; the foregoing bonus award opportunities to be subject to review
and adjustment from time to time by the Compensation Committee of the Company’s
Board of Directors.


(e)          Executive
will be eligible to participate in the Executive Automobile Policy.


(f)          Executive
will be named as a participant in the Company’s SERP program.


(g)         For a
period of 91 days following termination of Executive’s employment, Executive
agrees that he shall not trade in the Company’s stock and shall not make any
filings with the SEC without obtaining advance written permission of the
Company’s General Counsel.  It is
understood that any stock option granted to Executive may be exercised by
Executive at any time following termination of his employment up to the
expiration of the term of such stock option, and Executive shall not be
required to exercise any stock option within 90 days following the date of
termination of his employment.


5.    Expenses.  The Executive shall be reimbursed by the
Company for reasonable travel and other expenses that are incurred and
accounted for in accordance with the Company’s normal practices.



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6.    Vacation.  The
Executive is currently entitled up to 20 days of annual vacation leave, which
is accrued each pay period.  Additional
vacation time will be accrued after each completed year of service based on the
Executive’s hire date in accordance with the Employee Handbook.


7.    Termination of Employment.


(a)          The Executive’s employment hereunder
shall terminate upon the Executive’s death.


(b)         The Company may terminate the Executive’s
employment hereunder as set forth in Section 2 above, and under the following
circumstances:


(i)         If, as a result of the Executive’s
incapacity due or other disability owing to physical or mental illness, the
Executive shall have been unable to perform all of the Executive’s material
duties hereunder by reason of illness, or physical or mental disability or
other similar capacity, which inability shall continue for more than two (2)
consecutive months, the Company may terminate the Executive’s employment
hereunder.


(ii)        The Company may terminate the Executive’s
employment hereunder for “Cause.”  For
purposes of this Agreement, the Company shall have “Cause” to terminate the
Executive’s employment hereunder upon the (A) failure of the Executive (other
than for reasons described in Sections 7(a) and 7(b)(i) hereof) to perform or
observe any of the material terms or provisions of this Agreement;  (B) negligent or unsatisfactory performance
of the Executive’s duties under this Agreement and the failure of the
Executive, within 10 days after receipt of notice from the Company setting
forth in reasonable detail the nature of the Executive’s negligent or
unsatisfactory performance, (i) to provide the Company with a reasonably
satisfactory explanation of the Executive’s actions (or inaction) and (ii) to
correct to the satisfaction of the Company any reasonably identified
deficiencies; (C) employment- or profession-related misconduct or other
employment- or profession-related similar action on the part of the Executive;
(D) conviction of the Executive of a crime involving a felony, fraud,
embezzlement or the like; or (E) misappropriation of the Company funds or
misuse of the Company’s assets by Executive, or other act of dishonesty by
Executive.


(c)          Any termination of the Executive’s
employment by the Company or by the Executive (other than pursuant to Section
7(a) hereof) shall be communicated by written “Notice of Termination” to the
other party hereto in accordance with Section 11(c) hereof, which shall
indicate the specific termination provision in this Agreement relied upon, if
any, and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of the Executive’s employment under
the provision so indicated.


(d)         For purposes of this Agreement, the “Date
of Termination” shall mean (i) if the Executive’s employment is terminated by
the Executive’s death, the date of the Executive’s death;  (ii) 
if the Executive’s employment is terminated pursuant to Section 7(b)(i)
hereof, thirty (30) days after the Notice of Termination; provided, however,
that the Executive shall not have returned to the performance of the Executive’s
duties on a full-time basis during such thirty (30) day period; (iii) if the
Executive’s employment is terminated pursuant to Section 7(b)(ii) hereof, the
date specified in the Notice of Termination (which date, in the case of
termination of Executive’s employment solely pursuant to clause (B) of Section
7(b)(ii) by reason of inadequate performance, shall not be sooner than thirty
(30) days from the date of the Notice of Termination); and (iv) if the
Executive’s employment is terminated for any other reason, the date on which
the Notice of Termination is given.


(e)          Following termination of this
Agreement, Executive shall promptly make himself reasonably available to assist
the Company with any information or other requests.



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8.    Compensation Upon Termination.


(a)          If the Executive’s employment is
terminated by the Executive’s death, the Company shall pay to the Executive’s
estate or as may be directed by the legal representatives of such estate, the
Executive’s full Base Salary through the Date of Termination at the rate in
effect at the time of the Executive’s death.


(b)         During any period that the Executive
fails to perform the Executive’s duties hereunder solely as a result of
incapacity due to physical or mental illness (“disability period”), the
Executive shall continue to receive the Executive’s full base salary through
the Date of Termination at the rate in effect at the time the Notice of
Termination is given and all other unpaid amounts, if any, to which the
Executive is entitled as of the Date of Termination in connection with any
fringe benefits or under any incentive compensation plan or program of the
Company hereof, at the time such payments are due; provided that payments so
made to the Executive during the disability period shall be reduced by the sum
of the amounts, if any, payable to the Executive at or prior to the time of any
such payment under disability benefit plans of the Company and which amounts
were not previously applied to reduce any such payment.


(c)          If the Executive shall terminate the
Executive’s employment or the Company terminates the Executive’s employment for
Cause as provided in Section 7(b)(ii) hereof, the Company shall pay the
Executive the Executive’s full Base Salary through the Date of Termination at
the rate in effect at the time the Notice of Termination is given, and the
Company shall have no further obligations to the to the Executive under this
Agreement.


(d)         Subject to Section 8(e) below, if (i)
the Company terminates Executive’s employment without Cause or (ii) the
Executive’s employment is terminated as a result of the transfer of control of
the Company by acquisition, merger, hostile takeover or for any other reason whatsoever,
the Company shall pay to Executive an amount equal to Executive’s Base Salary
for the time remaining in the then-current Initial Term or Additional Term,
payable in semi-monthly installments and as is otherwise consistent with the
Company’s payroll procedures.


(e)          Compensation to Executive upon
termination described in this Section 8 shall be and is hereby made expressly
contingent upon Executive’s ongoing compliance with non-competition,
confidentiality, non-solicitation, continuing cooperation and all other
obligations of Executive that survive termination of this Agreement.


9.    Intellectual Property Rights.  Because of the highly specialized and
technical nature of the business of the Company and the nature and scope of
Executive’s employment, Executive agrees that the entire right, title, and
interest, in and to all inventions, discoveries, materials, authorship,
derivatives and results and proceeds of Executive’s efforts in any form or
media, including without limitation, all domestic and foreign patents,
trade secrets and copyrights in and to all inventions, processes, written
works, and other forms of intellectual property (“Intellectual Property”),
which Executive makes, conceives, reduces to practice or develops, in whole or
in part, during the term of this Agreement in the furtherance of the Company’s
business (whether or not made during the hours of employment or with the use of
Company’s materials, facilities or personnel, either solely or jointly with
others), or after termination of employment if such Intellectual Property is
based upon Confidential Information, shall be solely and exclusively owned by
the Company, its successors licensees and assigns, and no other individual or
entity shall have any interest therein of any kind or nature.  In full consideration of the compensation
provided to Executive by the Company, Executive agrees to each and all of the
following:



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(a)      Patents and Trade Secrets.


1.          Executive shall promptly disclose and
shall and hereby does assign and transfer to United Therapeutics all right,
title and interest in and to any patentable or unpatentable inventions,
discoveries, and ideas which are made or conceived in whole or in part by or on
behalf of Executive in the course of or as a result of his employment hereunder,
or that relate directly to, or involve the use of Confidential Information and
the Work.  In the event that Executive
has any right in the work which cannot be assigned, Executive agrees to waive
enforcement worldwide of such right against United Therapeutics, its
successors, distributors, licensees and assigns or, if necessary, hereby grants
a fully-paid up worldwide exclusive license to United Therapeutics with the
right to sublicense and assign.


2.          Executive
shall timely assist United Therapeutics in the filing and prosecution of patent
applications covering such inventions, discoveries or ideas and will promptly
execute and furnish any and all documents as may be required to establish
United Therapeutics’ sole and exclusive ownership thereof.  Executive hereby grants United Therapeutics
the exclusive right, and appoints United Therapeutics as Executive’s
attorney-in-fact (such power of attorney being coupled with an interest
therein) to execute and prosecute an application for domestic and/or foreign
patent or other statutory protection, and Executive shall execute and deliver
to United Therapeutics, without charge to United Therapeutics but at United
Therapeutics’ expense, such other documents of registration and recordation,
and do such other acts, such as give testimony in support of Executive’s
inventorship, as may be necessary in the opinion of United Therapeutics to vest
in United Therapeutics or any other party nominated by United Therapeutics, or
otherwise to protect, the exclusive rights conveyed and/or granted to United
Therapeutics pursuant to this Agreement.


3.          In
the event that United Therapeutics decides not to pursue patent protection for
any discovery or creation made by Executive, and instead decides to protect the
discovery or creation pursuant to the trade secret laws of any jurisdiction,
such decision shall not be construed as a waiver of United Therapeutics’ rights
pursuant to this Agreement.  At United
Therapeutics’ expense, Executive shall also take whatever steps are necessary
to sustain United Therapeutics’ claim to such trade secrets, including but not
limited to: (i) maintaining the confidential nature of any such discoveries or
creations; and (ii) testifying and providing other support and substantiation
for United Therapeutics’ claims with regard to the discovery or creation.


4.          With
respect to discoveries made by Executive, Executive shall maintain notebooks
and other records adequate to describe such discovery to others conversant in
the subject of the technology and to establish the date and circumstances of
such discovery.  Executive shall notify
United Therapeutics of any such discoveries and shall make copies of all
documents or reports relating to such discoveries available to United
Therapeutics.  Any discovery shall be reported
to United Therapeutics regardless of whether, in Executive’s opinion, a given
discovery is of value to United Therapeutics, or is protectable under patent,
copyright or the laws of any jurisdiction.


(b)     Copyrights.


1.          All materials, authorship, derivatives
and other work prepared by Executive in any form or media that relate to the
Work (“Authorship”) shall be considered as “Works Made for Hire” (as that term
is defined under U.S. Copyright Laws) and, as such shall be owned solely and
exclusively by and for the sole and exclusive benefit of United Therapeutics.



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2.          In the event that it should be
determined that (i) any of such Authorship shall not be considered as a Work
Made for Hire for any reason, or (ii) Executive acquires any right, title or interest
in or to any Authorship prepared by Executive in any such Authorship, then in
either such event, Executive will and hereby does assign and transfer to United
Therapeutics all right, title and interest possessed by Executive in all such
Authorship and will promptly execute and furnish any and all documents as may
be required to establish United Therapeutics’ sole and exclusive ownership
thereof.  For the purpose of producing
such documentation Executive hereby irrevocably appoints United Therapeutics as
its attorney in fact to execute such documents on its behalf, such power of
attorney being coupled with an interest therein.  In the event that Executive has any right in
the work which cannot be assigned, Executive agrees to waive enforcement
worldwide of such right against United Therapeutics, its successors,
distributors, licensees and assigns or, if necessary, hereby grants a
fully-paid up worldwide exclusive license to United Therapeutics with the right
to sublicense and assign.


(c)      Original Work.  Executive agrees that Executive shall not
include any material owned by a third party in any written, copyrightable or
patentable material furnished or delivered by Executive under this Agreement
without the unconditional written consent of the owner of such intellectual
property rights unless specific advance written approval is obtained from
United Therapeutics for inclusion of such material including third party
intellectual property rights.  Executive
also agrees that all work (or tangible expression of an idea) that Executive
creates or contributes to United Therapeutics in the course of his employment
hereunder will be created solely by Executive, will be original to Executive,
and will be free of any third party claims or interests.  Executive has not and hereby does not
transfer any Intellectual Property rights owned or held solely by Executive to
the Company relating to periods prior to the date of this Agreement and retains
all rights to same provided, however, that Executive acknowledges that Intellectual
Property rights that he created as an employee of the United Therapeutics
Corporation prior to the date of this Agreement, and not otherwise previously
assigned or transferred prior to the date of this Agreement are solely owned by
the Company as a work made for hire.


(d)     Use. 
United Therapeutics and its respective successors, licensees, and
assigns shall have the sole and exclusive right to practice, or to make, use or
sell products, processes or services derived from any discoveries or creations within
the scope of this Agreement, whether or not patentable or copyrightable under
the laws of any jurisdiction, or protected by the trade secret laws of any
jurisdiction.


(e)      Infringement Actions.  In the event that United Therapeutics shall
bring an infringement suit against any third parties or shall be sued by any
third parties as a result of Executive’s authorship or creation, including
without limitation any addition and/or modification of the aforementioned items
of Confidential Information, Executive agrees to cooperate reasonably without
charge to United Therapeutics, but at its request and expense, in defending
against or prosecuting any such suit. 
This right shall be cumulative to any other rights of United
Therapeutics hereunder.


10.  Obligation of Confidentiality and
Non-Competition.


(a)      Executive agrees that Executive has a
fiduciary duty to the Company and that Executive shall hold in confidence and
shall not, except in the course of performing Executive’s employment
obligations or pursuant to written authorization from the Company, at any time
during or for three years after termination of Executive’s relationship with
the Company knowingly (a) directly or indirectly reveal, report, publish,
disclose or transfer the Confidential Information or any part thereof to any
person or entity; (b) use any of the Confidential Information or any part
thereof for any purpose other than for the benefit of the Company; (c) assist
any person or entity other than the Company to secure any benefit from the Confidential
Information or any part thereof or 



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(d) solicit (on
Executive’s behalf or on behalf of any third party) any employee of the Company
for the purpose of providing services or products which Executive is prohibited
from providing hereunder.


(b)     Executive agrees that all Confidential
Information, as defined below, shall belong exclusively and without any
additional compensation to the Company. 
For the purposes of this Agreement, “Confidential Information” shall
mean each of the following:  (a) any information
or material proprietary to the Company or designated as confidential either
orally or in writing by the Company; and (b) any information not generally
known by non- Company personnel; and (c) any information which Executive should
know the Company would not care to have revealed to others or used in
competition with the Company; and (d) any information which Executive made or
makes, conceived or conceives, developed or develops or obtained or obtains
knowledge or access through or as a result of Executive’s relationship with the
Company (including information received, originated, discovered or developed in
whole or in part by Executive) from the initial date of Executive’s employment
with the Company.


(c)      Executive agrees not to accept employment
from, nor render services in any capacity for, nor have any other business
relationships with, nor engage in any business activity in which it would be
useful or helpful to Executive or others with whom he is associated for
Executive to use or disclose Confidential Information of the Company with, a
person or entity engaged in a business located anywhere in the world which
directly competes with the Company’s then existing or planned business a period
of two (2) years following Executive’s last receipt of compensation from the
Company, whether the termination of Executive’s employment by either party was
with or without Cause.  A person or
entity directly competes with the Company’s then existing or planned business
if such individual or entity is engaged in, or about to become engaged in,
research on, or development, production, manufacture, marketing, merchandising,
leasing, selling, licensing, servicing or promotion of a Competing
Product.  As used in this Agreement, a “Competing
Product” means any product, technology, process, system or service, in
existence or under development, of any person or organization other than the
Company which is the same as, similar to, or directly competes with a product,
technology, process, system or service in existence or planned by the Company
as of the termination of Executive’s employment hereunder. The parties
acknowledge that the Company’s business after the date of this Agreement may
evolve into other or additional areas and activities.  Executive and the Company agree that the
terms of this Section 10(c) relating to non-competition are reasonable in scope
and length and are necessary for the protection of the Company.  In the event that a court finds the scope of
this provision to be unreasonably broad or if the length of time of this
provision is found to be unreasonably long, an arbitrator or court, as
applicable, shall narrow the scope or shorten the length of time to the extent
required to render the provision reasonable and enforceable and shall enforce
the provision as so narrowed.


(d)     While employed by the Company and for a
period of two (2) years following Executive’s last receipt of compensation from
the Company, whether the termination of Executive’s employment by either party
was with or without Cause, the Executive will not (i) hire, induce, attempt to
hire, assist in hiring, or cause to be hired, directly or indirectly, by
another person or organization, any person who was an employee of the Company,
and (ii) identify, or furnish any information about, any other employee of the
Company to any other person or organization for the purpose of assisting or
facilitating the hiring efforts of such other person or organization.


11.  Miscellaneous.


(a)      Entire Agreement.  This Agreement contains the entire agreement
between the parties hereto relating to the subject matter hereof, and this
Agreement supersedes all prior understandings and agreements, whether oral or
written, relating to the employment of the Executive by the Company.



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(b)     Assignment.  This Agreement shall not be assignable or
otherwise transferable by either party hereto, but any amounts owing to
Executive upon the Executive’s death shall inure to the benefit of the
Executive’s heirs, legatees, legal representatives, executor or
administrator.  Notwithstanding the
foregoing, this Agreement applies with the prior written consent of the
Executive, which consent shall not be unreasonably withheld.  This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and any such respective heirs,
legatees, executors, administrators, representatives, successors and assigns.


(c)      Notices.  All notices, demands, requests or other
communications which may be, or are required to be given, served or sent by any
party to any party pursuant to this Agreement shall be in writing and shall be
mailed by first class, registered or certified mail, return receipt requested,
postage prepaid, or transmitted by hand delivery, telegram or telex and
addressed as follows:




	
  If to the Executive:

  	
   

  	
  John Ferrari

  
	
   

  	
   

  	
  7074 Garden Walk

  
	
   

  	
   

  	
  Columbia, MD 21044

  
	
   

  	
   

  	
   

  
	
  If to the
  Company:

  	
   

  	
  United Therapeutics Corporation

  
	
   

  	
   

  	
  1110 Spring Street

  
	
   

  	
   

  	
  Silver Spring, Maryland 20910

  
	
   

  	
   

  	
  Attn: Human Resources

  






 


(d)     Amendment; Waiver.  This Agreement shall not be amended, altered,
modified or discharged except by an instrument in writing duly executed by the
Executive and the Company.  Neither the
waiver by the parties hereto of a breach of, or default under, any of the
provisions of this Agreement, nor the failure of either of the parties, on one
or more occasions, to enforce any of the provisions of this Agreement or to
exercise any right or privilege hereunder, shall thereafter be construed as a
waiver of any such provisions, rights or privileges hereunder.


(e)      Severability.  The invalidity or unenforceabilty of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provisions of this Agreement, which shall remain in
full force and effect.


(f)      Applicable Law.  This Agreement and the rights and obligations
of the parties under this Agreement shall be construed, interpreted and
enforced in accordance with the laws of the State of North Carolina, exclusive
of the choice-of-laws rules thereunder. 
The parties hereby irrevocably consent and submit to the exclusive
jurisdiction of the courts located in the State of North Carolina in connection
with any suit, action or other proceeding concerning the interpretation or
enforcement of this Agreement.  Each
party waives and agrees not to assert any defense that such courts lack
jurisdiction, venue is improper, inconvenient forum or otherwise.


(g)     Survival.  It is the express intention and agreement of
the parties hereto that the provisions of Sections 7, 8, 9, and 10 hereof shall
survive the termination of employment of the Executive.  In addition, all obligations of the Company
to make payments hereunder shall survive any termination of this Agreement on
the terms and conditions set forth.


(h)     Execution.  To facilitate execution, this Agreement may
be executed in as many counterparts as may be required; and it shall not be
necessary that the signatures of, or on behalf of, each party, or that the 



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signatures of all
persons required to bind any party, appear on each counterpart; but it shall be
sufficient that the signature of, or on behalf of, each party, or that the
signatures of the persons required to bind any party, appear on one or more of
the counterparts.  All counterparts shall
collectively constitute a single agreement. 
It shall not be necessary in making proof of this Agreement to produce
or account for more than a number of counterparts containing the respective
signatures of, or on behalf of, all of the parties hereto.


IN WITNESS
WHEREOF, the undersigned have duly executed this Agreement, or have caused this
Agreement to be duly executed on their behalf, as of the date first above
written.


	
  

  	
   

  	
  UNITED THERAPEUTICS
  CORPORATION

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ John Ferrari

  	
   

  	
  /s/ Alyssa Friedrich

  	
   

  	
   

  
	
  John Ferrari

  	
   

  	
  By:  Alyssa Friedrich

  	
   

  	
   

  



 



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