Exhibit
10.1


AMENDMENT


THIS AMENDMENT is
made as of the 28th day of December 2006 to the Employment Agreement between
John Ferrari (“Executive”) and United Therapeutics Corporation dated August 2,
2006 (the “Agreement”).


WHEREAS, the
parties desire to amend the Agreement as provided below.


NOW THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereby amend the Agreement as follows:


1.  Term of the Agreement.  Section 2
of the Agreement presently provides as follows:


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.


The foregoing Section 2  provision
shall be replaced in its entirety with the following provision:


The employment of
the Executive by the Company will commence on August 10, 2006 for a term of
five (5) years continuing to and including August 9, 2011.  The term (as herein extended) shall
automatically be extended by one (1) additional year at the end of each year
unless at least six (6) months prior to the end of the term or any anniversary
thereof, the Company shall deliver to Executive or Executive shall deliver to
the Company written notice that the term shall not be so extended.









 



2.  Compensation Upon Termination Without
Cause.  Section 8(d) of the Agreement
presently provides as follows:


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.


The foregoing Section 8(d)
provision shall be replaced in its entirety with the following provision:


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, or (iii) Executive’s authority and
responsibilities are materially diminished without cause relating to the
performance of Executive’s services hereunder and Executive terminates this
Agreement as a result of such unjustified diminution of authority, then should
any of the foregoing events occur, the Company shall pay to Executive a
lump-sum amount equal to two times (i) Executive’s current annual rate of Base
Salary, plus (ii) the greater of the bonus and/or other incentive payments
awarded to executive for the immediately preceding year or the average bonus
and/or other inventive payments awarded to the Executive for the previous two
years.  Such payment shall be fully due
and payable to Executive in a lump sum upon Executive’s Date of
Termination.  Additionally, in the event
of termination contemplated in this Section 8(d), all unvested options granted
to Executive prior to Executive’s Date of Termination shall immediately vest in
Executive upon Executive’s Date of Termination, and the exercise period for
each such previously-granted option shall be the full remaining duration of the
term of each such option.


3.  Compensation Upon Termination Without
Cause.  A new Section 8(f) shall be added to the
Agreement as follows:


Notwithstanding any other provision of this Agreement
to the contrary, in the event that Executive chooses to resign for any reason
other than as result of a reason constituting termination for Cause then, in
such event, at the option of Executive, Executive may state in his letter of
resignation that he wishes to serve as a 









 



Senior Advisor to the Company, which continuing
service shall be on the following terms: (i) Executive shall be employed on a
full-time basis as a Senior Advisor to the Company for up to fifteen years from
the date of resignation, for so long as Executive is willing and able to
provide advisory services to the Company; (ii) Executive shall report to the
Company’s General Counsel and shall at all times be diligent in responding to
informational or discussion requests and project assignments from the General
Counsel or his/her designee; (iii) Executive shall receive compensation of
$50,000 per year without increase, bonus or other adjustment for each year of
service, payable semi-monthly or in such other installments as shall be
consistent with the Company’s payroll procedures, less all necessary
withholding; (iv) unless otherwise agreed to by the Company, Executive shall
provide such advisory services from Executive’s personal offices not located at
Company facilities; (v) Executive shall continue to abide by his obligations of
confidentiality and non-competition as provided in this Agreement; and (vi)
Executive shall receive termination compensation as if Executive’s employment
had been terminated without Cause.


4.  Effect.  No other provisions of the Agreement shall be
affected by this Amendment, and all other provisions of the Agreement shall
remain in full force and effect.


In witness
whereof, the parties have executed this Amendment effective as of the date
first written above.


	
  

  	
   

  	
  UNITED THERAPEUTICS CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ John Ferrari

  	
   

  	
  /s/ Martine A. Rothblatt

  
	
  John Ferrari 

  	
   

  	
  Martine A. Rothblatt