exv10w2






Exhibit
10.2



AMENDMENT NO 2 TO EMPLOYMENT AGREEMENT




     This Amendment No. 2 (“Amendment”) is made as of September 10, 2009 to the Employment
Agreement (“Agreement”) dated as of the 12th day of December 2007, as amended October 7, 2008,
between Alkermes, Inc., a Pennsylvania corporation (the “Company”), and Richard F. Pops
(“Executive”).



     WHEREAS, the Company and Executive have entered into the Agreement and now wish to amend
certain terms of the Agreement pursuant to this Amendment (capitalized terms used but not defined
herein shall have the meaning set forth in the Agreement);



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



     1. Section 1 of the Agreement shall be deleted in its entirety and replaced with a new Section
1 which shall read as follows: “The term of this Agreement shall extend from December 12, 2007 (the
“Commencement Date”) until this Agreement is earlier terminated by either the Executive or the
Company pursuant to Paragraph 4. The term of this Agreement may be referred to herein as the
“Period of Employment.””



     2. Section 2 of the Agreement shall be deleted in its entirety and replaced with a new Section
2 which shall read as follows: “Commencing September 10, 2009, Executive shall serve as the Chief
Executive Officer, President and Chairman of the Board of Directors of the Company, and shall have
supervision and control over and responsibility for the day-to-day business and affairs of the
Company, be responsible for oversight of strategic issues affecting the Company and maintaining key
relationships in the industry and shall have such other powers and duties as may from time to time
be prescribed by the Board of Directors of the Company (the “Board”), provided that such duties are
consistent with Executive’s position or other positions that he may hold from time to time.”



     3. Section 3(a) of the Agreement shall be deleted in its entirety and replaced with a new
Section 3(a) which shall read as follows: “During the Period of Employment, Executive’s annual base
salary shall be his annual base salary on the Commencement Date. Executive’s base salary shall be
redetermined annually by the Compensation Committee of the Board (the “Compensation Committee”).
The base salary in effect at any given time is referred to herein as “Base Salary.” The Base
Salary shall be payable in substantially equal bi-weekly installments.”



     4. Section 3(b) of the Agreement shall be deleted in its entirety and replaced with a new
Section 3(b) which shall read as follows: “Executive shall be eligible to receive cash incentive
compensation as determined by the Compensation Committee from time to time, and shall also be
eligible, as determined by the Compensation Committee, to participate in such incentive
compensation plans as the Compensation Committee shall establish from time to time.”



 









 





     5. Section 4(b) of the Agreement shall be deleted in its entirety and replaced with a new
Section 4(b) which shall read as follows: “If Executive is prevented from performing his duties
hereunder by reason of any physical or mental incapacity that results in Executive’s satisfaction
of all requirements necessary to receive benefits under the Company’s long-term disability plan due
to a total disability, then, to the extent permitted by law, the Company may remove Executive from
his responsibilities. Nothing in this Subparagraph 4(b) shall be construed to waive Executive’s
rights, if any, under existing law including, without limitation, the Family and Medical Leave Act
of 1993, 29 U.S.C. §2601 et seq. and the Americans with Disabilities Act, 42 U.S.C. §12101 et seq.”



     6. Section 5(b)(i) of the Agreement shall be deleted in its entirety and replaced with a new
Section 5(b)(i) which shall read as follows: “Company shall pay Executive an amount equal to two
(2) times the sum of (A) the Executive’s Base Salary, plus (B) Executive’s Average Incentive
Compensation (the “Severance Amount”). The Severance Amount shall be paid out in substantially
equal bi-weekly installments over twenty-four (24) months, in arrears beginning on the first
payroll date that occurs after thirty-five (35) days from the Date of Termination. Solely for the
purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each
bi-weekly payment is considered a separate payment. For purposes of this Agreement, “Average
Incentive Compensation” shall mean the average of the annual cash incentive compensation under
Subparagraph 3(b) received by Executive for the two (2) immediately preceding fiscal years. In no
event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any
other special bonus. Notwithstanding the foregoing, if Executive breaches any of the provisions
contained in Paragraph 7 of this Agreement, all payments of the Severance Amount shall immediately
cease.”



     7. Except as specifically amended herein, all provisions of the Agreement shall remain in full
force and effect in accordance with their terms.



     IN WITNESS WHEREOF, the parties have executed this Amendment effective on the date and year
first above written.



	 	 	 	 	 	 	 
	 	 	ALKERMES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Kathryn L. Biberstein
 

	 	 
	 

	 	Its:
	 	Senior Vice President
 

	 	 
	 
	 	 	 	 	 	 
	 	 	/s/ Richard F. Pops	 	 
	 	 	 	 	 
	 

	 	Richard  F. Pops	 	 







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