Exhibit 10.2


    Exhibit
      10.2

    Amendment
      to the ARIAD Pharmaceuticals, Inc.

    Executive
      Compensation Plan

     

    


     

    WHEREAS,
      ARIAD Pharmaceuticals, Inc. (the “Employer”) maintains the ARIAD
      Pharmaceuticals, Inc. Executive Compensation Plan, effective as of September
      16,
      1997 and amended effective as of September 3, 2004 (the “Plan”) for the benefit
      of a select group of its management or highly compensated employees; and


     

    WHEREAS,
      under Section 5.1 of the Plan, the Employer, by action of the Board of Directors
      on September 27, 2005, is authorized to amend the Plan, and the Employer has
      determined that amendment of the Plan now is necessary and desirable;


     

    NOW,
      THEREFORE, that pursuant to the power reserved to the Employer under
      Section 5.1 of the Plan, and by virtue of the authority delegated to the
      undersigned officer by resolution of the Board of Directors, the Plan as
      previously amended, is hereby further amended, effective January 1, 2005 except
      as otherwise indicated to the contrary, in the following manner:

    
    

     

    
      	
               1. 
                

            	 By
              adding the following Section 1.3 to the
              Plan:


    

     

    “Section
      409A Grandfathered Status. Compensation deferred (within the meaning of
      Section 409A of the Code) on or before December 31, 2004 is eligible for
      exemption from Section 409A of the Code by reason of the statutory grandfather
      clause set forth in section 885(d) of the American Jobs Creation Act of 2004,
      Pub. L. No. 108-357, 118 Stat. 1418 (2004). The Employer believes that all
      Bonus
      Options that were granted and vested prior to January 1, 2005 are eligible
      for
      the grandfather clause and intends to preserve the grandfathered status of
      such
      options. No “material modifications,” as that term is used for purposes of the
      Section 409A grandfather clause, shall be made to the Plan after October 3,
      2004, unless permitted by Internal Revenue Service Notice 2005-1 or subsequent
      guidance.”

    
    

    
       

      
        	
                 2.

              	 By
                adding the following after the last sentence of Section 3.1 of the
                Plan:


      

    

    
       

    

    
    

    “No
      person shall become a Participant after December 31, 2004.”

     

    
      
        	
                 3. 
                  

              	 By
                adding the following after the last sentence of Section 2.4 of the
                Plan:


      

    

     

    “3.10 
      Unvested Bonus Options. Any Bonus Option that did not vest as
      of December 31, 2004 (“Unvested Bonus Options”) shall be extinguished
      and the difference between the fair market value of the option property
      less the exercise price of each Unvested Bonus Option as of October 1, 2005
      shall be transferred to 2005 ARIAD Pharmaceuticals, Inc. Executive Compensation
      Plan (the “2005 Plan”), effective as of October 1, 2005. Amounts transferred
      under this Section 3.10 shall be considered a deferral of bonus compensation
      and
      shall be payable under the terms and conditions of the 2005 Plan. All
“Conditions of Grant” under Section 3.4 and forfeiture provisions under Section
      4.7 with respect to any Unvested Bonus Options shall continue to apply under
      the
      2005 Plan.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    IN
      WITNESS WHEREOF,on behalf of the Employer, the undersigned officer has
      executed this amendment this 27th day of September 2005.

     

     

    
      	 	 	 
	 	
              ARIAD
                PHARMACEUTICALS, INC.

            
	 
 	 
 	 
 
	 	 	 
	 	By: 	/s/ Harvey
              J. Berger
	 	 	
              

            
	 	 	 
	 	Its:	Chairman
              and Chief Executive Officer 
	 	 	
              

            


    

    

 

    
      
        
        

      

      
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