exv10w26






Exhibit 10.26




SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT

BY AND BETWEEN

HUMAN GENOME SCIENCES, INC. AND H. THOMAS WATKINS




     WHEREAS, HUMAN GENOME SCIENCES, INC. (the “Company”) and H. THOMAS WATKINS (“Executive”) have
entered into an employment agreement, dated as of November 21, 2004, as amended (the “Employment
Agreement”);



     WHEREAS, the Company and Executive now desire to further amend the Employment Agreement to
ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the
Treasury regulations and other guidance promulgated thereunder and to extend Executive’s air travel
reimbursement benefit; and



     WHEREAS, Section 14 of the Employment Agreement provides that all amendments must be in
writing signed by both parties;



     NOW, THEREFORE, the Employment Agreement is hereby amended as follows:




	 	1.	 	Effective as of October 27, 2008, Section 4(h)(ii) is hereby amended in its entirety as
follows:
	 
	 	 	 	“(ii) The Company will also reimburse Executive for weekly
roundtrip coach class commercial air travel to Chicago, Illinois and
related expenses through November 21, 2009, or until the earlier
relocation of his family to the Maryland/Virginia/Washington D.C.
area; such reimbursement of related expenses shall be in accordance
with the Company’s policies then in existence.”
	 
	 	2.	 	Section 5(f) is hereby amended by deleting therefrom the following sentence:
	 
	 	 	 	“Such Date of Termination, in each case, is the date as of which the
Company and Executive reasonably anticipate that no further services
will be performed by Executive and shall be construed as the date
Executive first incurs a “separation from service” as defined under
Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”).”
	 
	 	3.	 	Section 18(vi) is hereby 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. If a payment obligation under this
Agreement arises on account of Executive’s separation from service
while he 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 his 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.”
	 
	 	4.	 	In all other respects, the Employment Agreement is hereby ratified and confirmed.











     IN WITNESS WHEREOF, the Company and Executive hereby amend the Employment Agreement, effective
as of the first day of January, 2009, except as otherwise provided herein.



	 	 	 	 	 	 	 
	H. THOMAS WATKINS	 	WITNESS:	 	 
	 
	 	 	 	 	 	 
	/s/ H. Thomas Watkins 
	 	Cynthia Howland 
	 	 
	 
	 	 	 	 	 	 
	HUMAN GENOME SCIENCES, INC.	 	ATTEST:	 	 
	 
	 	 	 	 	 	 
	By:

	 	/s/ James H. Davis, Ph.D 

	 	Rose Hadidian 
	 	 
	 

	 	James H. Davis, Ph.D.	 	 	 	 






Title: Executive Vice President