exv10w27






Exhibit 10.27




FORM OF FIRST AMENDMENT TO EXECUTIVE AGREEMENT



This FIRST AMENDMENT TO EXECUTIVE AGREEMENT (the “Amendment”) is entered into this ___day of
December, 2008, by and between Human Genome Sciences, Inc. (the “Company”) and
___(the “Executive”) and serves to amend that certain Executive Agreement made
and entered into as of the ___day of ___, 20___, by and between the Company and the
Executive (the “Executive Agreement”).



WHEREAS, the Executive Agreement, by its terms, is intended to comply with, or otherwise be exempt
from, Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) and any
regulations and Treasury guidance promulgated thereunder; and



WHEREAS, the Executive Agreement provides that the Company and the Executive agree that they will
execute any and all amendments as they mutually agree in good faith may be necessary to ensure
compliance with the provisions of Section 409A; and



WHEREAS, the Company and the Executive mutually agree that certain revisions to the Executive
Agreement are advisable to ensure compliance with Section 409A.



NOW, THEREFORE, the Executive Agreement is amended, effective as of January 1, 2009, as follows:





	1.	 	Section 16(vi) is amended in its entirety to read as follows:






“(vi) “Termination of employment,” “Date of Termination,”
“resignation,” or words of similar import, as used in this Agreement
means, for purposes of any payments under this Agreement that are
payments of deferred compensation subject to Section 409A of the
Code, the Executive’s “separation from service” as defined in
Section 409A of the Code.”




	2.	 	Section 16(vii) is amended in its entirety to read as follows:






“(vii) If a payment obligation under this Agreement arises on
account of Executive’s separation from service while Executive is a
“specified employee” (as defined under Section 409A of the Code and
determined in good faith by the Compensation Committee), any payment
of “deferred compensation” (as defined under Treasury Regulation
Section 1.409A-1(b)(1), after giving effect to the exemptions in
Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) that is
scheduled to be paid within six months after such separation from
service shall accrue with interest and shall be made within 15 days
after the end of the six-month period beginning on the date of such
separation from service or, if earlier, within 15 days after
appointment of the personal representative or executor of
Executive’s estate following Executive’s death. For purposes of the
preceding sentence, interest shall accrue at the prime rate of
interest published in the northeast
edition of The Wall Street Journal on the date of Executive’s
separation from service.”




IN WITNESS WHEREOF, this First Amendment to Executive Agreement is executed as of the date first
written above by the Executive and by a duly authorized officer of the Company on behalf of the
Company.




	 	 	 	 	 	 	 
	[NAME OF EXECUTIVE]	 	WITNESS:	 	 
	(“Executive”)	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 
	 	 
	 
	 	 	 	 	 	 
	HUMAN GENOME SCIENCES, INC.	 	ATTEST:	 	 
	(“Company”)	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	 	 	 	 	 
	 

	 	 

H. Thomas Watkins
	 	 
	 	 
	Title:   President and Chief Executive Officer