Exhibit 10.65


 


Amendment No. 1


to


Employment Agreement


 


This
Amendment No. 1 to the Employment Agreement, dated June 29, 2007 (the
“Agreement”), between Vertex Pharmaceuticals Incorporated, a
Massachusetts corporation (together with its successors and assigns, the “Company”),
and Kurt Graves (the “Executive”) is entered into by the parties on December 29,
2008.  The parties hereby agree that the
Agreement shall be amended as follows:


 


1.                                      Section 5(e) shall be amended to
insert the following sentence after the current first sentence to read as
follows:


 


“To
the extent subject to Section 409A of the Code, the reimbursement to the
Executive shall be made no later than December 31, 2009.”


 


2.                                      Section 8 shall be amended by inserting
the following language at the end of the current language, as follows:


 


“Any
reimbursement in one calendar year shall not affect the amount that
may be reimbursed in any other calendar year, and a reimbursement (or
right thereto) may not be exchanged or liquidated for another benefit or
payment.  Any expense reimbursements subject to Section 409A of the
Code shall be made no later than the end of the calendar year following the
calendar year in which such business expense is incurred by the Executive.”


 


3.                                      Section 11(a)(vii) shall
be amended to read as follows:


 


“(vii)       six months of Severance Pay, payable in
accordance with the regular payroll practices of the Company, commencing on the
first day of the month following the month in which termination under this Section
11(a) occurred; and”


 


4.                                      Section 11(b) shall
be amended to delete the last paragraph thereof in its entirety.


 


5.                                      The
first phrase of Section 11(c)(iii) shall be amended to read as
follows:


 


“(iii)        Twelve months of Severance Pay, payable
in accordance with the regular payroll practices of the Company, commencing on
the first day of the month following the month during which the Executive’s
employment is terminated under this Section 11(c)”


 


6.                                      Section 11(c)(viii) shall
be amended in its entirety as follows:


 


“(viii)      until the earlier of (a) the
expiration of the term of the Severance Pay paid under Section 11(c)(iii) above
or (b) the date the Executive receives equivalent coverage and benefits
under the plan of a subsequent employer, the Company shall provide the
Executive with medical, dental and hospitalization insurance benefits
substantially similar to those which the Executive was receiving immediately
prior to the termination of his employment, including any employer paid portion
of the premium, subject to the Executive’s election of benefits under the
Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) in accordance
with the applicable plan procedures. 
During such time that the Executive is receiving such continued medical,
dental and hospitalization benefits from the Company, the Company shall also
provide Executive with life insurance benefits substantially similar to those
which the Executive was receiving immediately prior to the termination of his
employment


 


7.                                      Section 11 shall be amended by adding
the following at the end of the final paragraph thereof:


 

















 


“For
purposes of clarification, any portion of a payment that constitutes
nonqualified deferred compensation under Section 409A of the Code payable
as a result of a termination of employment may only be paid upon a “separation
from service” under Section 409A(a)(2)(A)(i) of the Code. For
purposes of clarification, the foregoing sentence shall not cause any
forfeiture of benefits on the part of the Executive, but shall only act as a
delay until such time as a “separation from service” occurs.”


 

















 


As so amended, the Employment Agreement shall
remain in full force and effect. 
Executed as of the date set forth above:


 


	
   

  	
   

  	
  VERTEX PHARMACEUTICALS INCORPORATED

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kenneth S. Boger

  
	
   

  	
   

  	
   

  	
  Kenneth S. Boger

  
	
   

  	
   

  	
   

  	
  Senior Vice President and General Counsel

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Kurt Graves

  
	
   

  	
   

  	
   

  	
  Kurt Graves