Exhibit 10.48


 


November 3, 2008


 


Rick E Winningham


901 Gateway Boulevard


South San Francisco, CA 94080


 


Dear Rick:


 


You and Theravance, Inc. (the “Company”)
signed an offer letter dated August 23, 2001 (the “Offer Letter”).  To avoid potential adverse tax consequences
imposed by Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”), the Offer Letter is hereby amended by inserting the following new
provisions at the end of the Offer Letter:


 


Separation
from Service.  Wherever
the Offer Letter refers to a termination of employment without cause, the
reference will be construed as a Separation, as defined below.  For all purposes under the Offer Letter, “Separation”
means a “separation from service,” as defined in the regulations under Section 409A
of the Code.  This paragraph supersedes
any contrary provision of the Offer Letter.


 


Release
and Commencement of Payments. 
The requirement of the Offer Letter that you execute a release of claims
in order to receive severance benefits will be interpreted as follows:  the Company will deliver the form of release
to you within 30 days after your Separation. 
You must execute and return the release within the period of time set
forth in the form of release provided by the Company, but in no event may the
release be signed and become effective later than the date that is two months
after the end of the year in which the Separation occurs.  The severance payment under the Offer Letter
will be paid within 30 days after you return the release, but in no event later
than the date that is two and one-half months after the end of the year in
which the Separation occurs (provided the release has been timely received).


 


Mandatory
Deferral of Payments. 
If the Company determines that you are a “specified employee” under Section 409A(a)(2)(B)(i) of
the Code at the time of your Separation, then (a) the severance payment
under the Offer Letter, to the extent subject to Section 409A of the Code,
will commence during the seventh month after your Separation and (b) the
severance that otherwise would have been


 

















 


paid during the
first six months after your Separation will be paid in a lump sum when the
severance payments commence.  If
applicable, this paragraph supersedes any contrary provision of this amendment
or the Offer Letter.


 


Except as expressly set forth above, the Offer Letter will remain in
effect without change.


 


You may indicate your agreement with this amendment of the Offer Letter
by signing and dating the enclosed duplicate original of this letter agreement
and returning it to me.  This letter
agreement may be executed in two counterparts, each of which will be deemed an
original, but both of which together will constitute one and the same
instrument.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
  Theravance, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ P. Roy Vagelos

  
	
   

  	
  By: P. Roy Vagelos

  
	
   

  	
  Title: Chairman of the Board of Directors

  



 


I have read and accept this amendment:


 


 


	
  /s/ Rick E Winningham

  	
   

  
	
  Rick E Winningham

  	
   

  
	
   

  	
   

  
	
  Dated:  December 23,
  2008

  	
   

  



 


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