**Exhibit 10.9(a)**

 

**AMENDMENT**

**TO THE**

**EMPLOYMENT AGREEMENT**

**OF JOSEPH A. MOLLICA, PH.D.**

 

This **AMENDMENT**to the Employment Agreement (asdefined below) is made and entered into as of May 1, 2003 (this “Amendment”)between **PHARMACOPEIA, INC.**(hereinafter, the “Company”) and **JOSEPH A.MOLLICA, PH.D.** (hereinafter, “Dr. Mollica”).

 

WHEREAS, theCompany and Dr. Mollica are parties to an Employment Agreement made and enteredinto as of February 2, 2001 (the “Employment Agreement”), under which Dr.Mollica is employed as Chief Executive Officer of the Company;

 

WHEREAS, theparties desire to clarify certain provisions of the Employment Agreement as setforth herein;

 

NOW,THEREFORE, in consideration of their mutual promises and intending to belegally bound, the parties agree as follows:

 

1.  Involuntary Termination Without Cause.

(a) The secondsentence of Section 4(a)(1) of the Employment Agreement is hereby

deleted in itsentirety.

 

(b) Section4(a)(2) is hereby amended to read in its entirety as follows:

 

“Continue topay Dr. Mollica each month, for a period of twenty-four (24) months or untilthe occurrence of any circumstance or event that would constitute Cause underSection 4(c) hereof, an amount equal to one twelfth (1/12) of his annual BaseSalary in effect as of the date of termination.  Further, in lieu of any Incentive Bonuses to which Dr. Mollicaotherwise may have become entitled, the Company shall also pay Dr. Mollica anamount in cash equal to the amount obtained by multiplying (x) sixty percent(60%), times (y) Dr. Mollica’s annual Base Salary in effect as of such date oftermination, times (z) two (2).  Suchpayment will be made in equal installments over the period Dr. Mollica isreceiving payments under the first sentence of this Section 4(a)(2); provided,that the Company shall be entitled, at its election, to make the paymentsdescribed in the two preceding sentences in a lump sum in cash on the effectivedate of Dr. Mollica’s termination under this Section 4(a).  The Company will maintain Dr. Mollica’sgroup medical coverage for a period of two (2) years following suchtermination.”

 

(c) Section4(a)(3) is hereby amended by deleting clause i) of the second sentence of suchSection and replacing it with the following:

 

“i) thirty (30) days following the second anniversary of the date oftermination of Dr. Mollica’s employment with the Company.”

 

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2.  Voluntary Resignation.  Section 4(d)(2) of the Employment Agreementis hereby amended by deleting the second sentence thereof and replacing it withthe following:

 

“In lieu of any Incentive Bonus to which Dr. Mollica may have becomeentitled in the year in which his resignation becomes effective, the Companyshall pay Dr. Mollica an amount in cash equal to the amount obtained bymultiplying (x) sixty percent (60%), times (y) his annual Base Salary in effectas of such date of resignation, times (z) a fraction of which (I) the numeratoris the number of full months during which Dr. Mollica was employed during theyear of resignation and (II) the denominator is twelve (12), payable in a lumpsum on the effective date of resignation.”

 

3.  Defined Terms.  Terms defined in the Employment Agreementand not otherwise defined herein shall have the meanings ascribed to such termsin the Employment Agreement.

 

4.  Effect of Amendment.  Except as expressly amended by thisAmendment, the Employment Agreement shall remain in full force and effect inaccordance with its terms.

 

5.  Governing Law.  This Amendment shall be governed by andconstrued in accordance with the laws of the State of New Jersey.

 

6.  Counterparts.  This Amendment may be executed in one ormore counterparts, each of which shall be an original and all of which takentogether shall constitute one and the same instrument.

 

IN WITNESSWHEREOF, the Company has caused this Amendment to be executed by its dulyauthorized representative, and Dr. Mollica has executed this Amendment, in eachcase as of May 1, 2003.

 
|   | PHARMACOPEIA,  INC. |
|--------|---------------------|
|   |                |
|   |                |
|   | By:                 | /s/ Gary E.  Costley, Ph.D. |   |
|   |                | Gary E.  Costley, Ph.D. |
|   |                | Chairman,  Compensation Committee |
|   |                |   |
|   |                |   |
|   |                | /s/ Joseph  A. Mollica, Ph.D. |   |
|   |                | Joseph A.  Mollica, Ph.D. |

 

 

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