a5915319-ex10224.htm


    
      Execution
Copy

       

    

    Exhibit
10.22.4

     

    


    THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT

    


    This AMENDMENT TO EMPLOYMENT AGREEMENT
(the “ Third Amendment") made as of January 8, 2009, between ARIAD
Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Matthew E.
Ros (the "Employee").

    


    The Company and the Employee have
entered into an Employment Agreement dated as of October 25, 2007 (the
"Agreement"), as previously amended, and the parties hereto desire to further
amend certain provisions of the Agreement.

    


    NOW, THEREFORE, in consideration of the
premises set forth herein and for other good and valuable consideration, the
receipt of which is hereby acknowledged, the parties hereto agree to further
amend the Agreement as follows:

    


    I.           Employment, Duties and
Acceptance.  The second sentence of Section 1.1 is hereby
amended to read as follows:

    


    "The
Employee's title shall be designated by the Chief Executive Officer and
initially shall be Senior Vice President, Commercial Operations.

    


    II.           Termination by the Employee.
Section 5 is hereby replaced and amended in its entirety as
follows:

    


    "5.1.  The
Employee may terminate this Agreement, if any one or more of the following shall
occur:

     

    (a) a material breach of the terms of
this Agreement by the Company and such breach continues for thirty (30) days
after the Employee gives the Company written notice of such breach;

     

    (b) the Company shall make a general
assignment for benefit of creditors; or any proceeding shall be instituted by
the Company seeking to adjudicate it as bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or its debts under law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking entry of an order
for relief of the appointment of a receiver, trustee, or other similar official
for it or for any substantial part of its property or the Company shall take any
corporate action to authorize any of the actions set forth above in this
subsection 5.1(b);

    


    (c) an involuntary petition shall be
filed or an action or proceeding otherwise commenced against the Company seeking
reorganization, arrangement or readjustment of the Company's debts or for any
other relief under the Federal Bankruptcy Code, as amended, or under any other
bankruptcy or insolvency act or law, state or federal, now or hereafter existing
and remain undismissed or unstayed for a period of thirty (30)
days;

    


    (d) a receiver, assignee, liquidator,
trustee or similar officer for the Company or for all or any part of its
property shall be appointed involuntarily; or

    


    (e)           a
Change in Control as defined in Section 14(e)."

     

    
      
         

      

      
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      Execution
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    III.           Severance.   Section
6 is hereby replaced and amended in its entirety as follows:

    


    "6.1   If
(i) the Company terminates this Agreement without Cause or (ii) the Employee
terminates this Agreement pursuant to Section 5.1(a), then: (1) except in the
case of death or disability, the Company shall continue to pay Employee his
then-current salary for the remaining period of the applicable Term; (2) all
stock options granted pursuant to this Agreement that would have vested during
the Term shall vest immediately prior to such termination; and (3) the Company
shall continue to provide all benefits subject to COBRA at its expense for up to
one (1) year.

    


    It is
intended that salary continuation payments under this Section 6.1 that are paid
no later than December 31st of the second full calendar year following the
calendar year in which the Employee separates from service shall be exempt from
Section 409A as payments resulting from an involuntary separation from service
under to Section 1.409A-1(b)(9)(iii) of the Treasury Regulations.

    


    6.2   In
the event of a consummation of a Change in Control of the Company, and if the
Employee gives notice of termination within ninety (90) days after such
occurrence, then (i) all stock, stock options, stock awards and similar equity
rights granted to the Employee shall immediately vest and remain fully
exercisable through their original term with all rights; and (ii) the Company
shall continue to pay Employee his then-current salary for the shorter of (a)
six (6) months, or (b) the remaining period of the applicable
Term.  Notwithstanding the foregoing, the notice of termination must
be provided no later than the March 15th immediately following the calendar year
in which the Change in Control occurs (the ‘Short-Term Deferral Payment Due
Date’), and all continued salary payments must be completed not later than
Short-Term Deferral Payment Due Date.  Any amount paid under clause
(ii) of this Section 6.2 is intended to satisfy the ‘short-term deferral’ rule
set forth in Section 1.409A-1(b)(4) of the Treasury Regulations, and shall not
be deferred compensation subject to Section 409A.”

    


    IV.           Section
14.5 is hereby amended to insert the following words at the end of the first
parenthetical contained in such Section:  “ but excluding Section
6.2”.

    


    V.           This
Amendment shall be governed by and construed and enforced in accordance with the
laws of the Commonwealth of Massachusetts applicable to agreements made and to
be performed entirely in Massachusetts.

    


    VI.           Except
as modified by this Third Amendment, the Agreement remains in full force and
effect and unchanged.

    


    IN WITNESS
WHEREOF, the parties have executed this Third Amendment as of the date first
written above.

     

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  	 	
                                          ARIAD
      PHARMACEUTICALS, INC.

                                        	 
	 	 
      	 
      	 
	 	 	 	 
	 	
                                          By:

                                        	
                                          /s/
      Harvey J. Berger

                                        	 
	 	 
      	 
	 	 
      	
                                          Harvey
      J. Berger, M.D.

                                        	 
	 	 
      	
                                          Chairman
      and Chief Executive Officer

                                        	 
	 	 
      	 
      	 
	 	 
      	 
      	 
	 	
                                          EMPLOYEE

                                        	 
	 	 
      	 
      	 
	 	
                                          /s/
      Matthew E. Ros

                                        	 
	 	 
      	 
	 	
                                          Matthew
      E. Ros

                                        	 


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

     

     

     

     

     

     

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