Exhibit 10.3


 


FIRST AMENDMENT TO EMPLOYMENT AGREEMENT


 


THIS FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT (the “Amendment”) is entered into
effective as of December 31, 2008 (the “Effective
Date”), by and between SHARON WICKER  (the “Employee”)
and SENOMYX, INC. (the “Company”).


 


RECITALS


 


A.            The
Company and the Employee previously executed that certain Employment Agreement
dated as of March 13, 2006 (the “Original Agreement”).


 


B.            In
consideration of the premises, and other good and valuable consideration, receipt
of which is hereby acknowledged by the parties, the Company and the Employee
desire to amend the Original Agreement to clarify the application of Section 409A
of the Internal Revenue Code to Employee’s benefits provided under the Original
Agreement, effective as of the Effective Date.


 


AGREEMENT


 


The Company and
the Employee, intending to be legally bound, agree as follows effective as of
the Effective Date:


 


1.             AMENDMENT
OF ORIGINAL AGREEMENT.


 


(a)           Amendment
of Section 4.1.3.  The last
sentence of Section 4.1.3 of the Original Agreement is hereby amended to
add the following to the end of such sentence:


 


“; provided further that such release (the “Release”) shall be executed by you
and delivered to the Company within the applicable time period set forth therein,
but in no event later than forty-five (45) days following termination of your
employment, and you shall permit the Release to become effective in accordance
with its terms (such date, the “Release Effective Date”).”


 


(b)           Addition
of New Section 4.1.4.  A new Section 4.1.4
is hereby added to the Original Agreement as follows:


 


“4.1.4               Application of Internal Revenue
Code Section 409A.  Notwithstanding
anything to the contrary set forth herein, any payments and benefits provided
under this Agreement (the “Termination Benefits”)
that constitute “deferred compensation” within the meaning of Section 409A
of the Code and the regulations and other guidance thereunder and any state law
of similar effect (collectively “Section 409A”)
shall not commence in connection with your termination of employment unless and
until you have also incurred a “separation from service” (as such term is
defined in Treasury Regulation Section 1.409A-1(h) (“Separation From Service”), unless
the Company reasonably determines that such amounts may be provided to you
without causing you to incur the additional 20% tax under Section 409A.  Such determination by the 


 

















 


Company shall be
made no later than ten (10) days following your termination of employment.


 


For the avoidance
of doubt, it is intended that payments of the Termination Benefits set forth in
this Agreement satisfy, to the greatest extent possible, the exemptions from
the application of Section 409A provided under Treasury Regulation
Sections 1.409A-1(b)(4) and 1.409A-1(b)(9).  However, if the Company (or, if applicable,
the successor entity thereto) determines that any Termination Benefits
constitute “deferred compensation” under Section 409A and you are, on the
termination of your service, a “specified employee” of the Company or any
successor entity thereto, as such term is defined in Section 409A(a)(2)(B)(i) of
the Code, then, solely to the extent necessary to avoid the incurrence of the
adverse personal tax consequences under Section 409A, the timing of such
Termination Benefit payment shall be delayed until the earlier to occur of: (i) the
date that is six months and one day after your Separation From Service”) or (ii) the
date of your death (such applicable date, the “Specified
Employee Initial Payment Date”), the Company (or the successor
entity thereto, as applicable) shall pay to you a lump sum amount equal to such
Termination Benefit payment that you would otherwise have received through the
Specified Employee Initial Payment Date if the payment of such Termination
Benefits had not been so delayed pursuant to this Section.


 


Notwithstanding
any other payment schedule set forth in this Agreement, none of the Severance
Benefits will be paid or otherwise delivered prior to the Release Effective
Date.  Except to the extent that payments
may be delayed until the Specified Employee Initial Payment Date pursuant to
the preceding paragraph, on the first regular payroll pay day following the
Release Effective Date, the Company will pay you the Severance Benefits you
would otherwise have received under the Agreement on or prior to such date but
for the delay in payment related to the effectiveness of the Release, with the
balance of the Severance Benefits being paid as originally scheduled.”


 


2.             MISCELLANEOUS
PROVISIONS.


 


(a)           Original
Agreement.  The Original Agreement,
as amended by this Amendment, shall continue in full force and effect after the
date hereof.


 


(b)           Whole
Agreement.  No agreements,
representations or understandings (whether oral or written and whether express
or implied) which are not expressly set forth in the Original Agreement, as
amended by this Amendment, have been made or entered into by either party with
respect to the subject matter of this Amendment.


 

















 


IN
WITNESS WHEREOF, each of the parties has executed this
Amendment, in the case of the Company by its duly authorized representative,
effective as of the day and year first above written


 


	
   

  	
  “Company”

  
	
   

  	
   

  
	
   

  	
  SENOMYX,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  “Employee”

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SHARON WICKER