Exhibit 10.1
AGREEMENT
AGREEMENT made and entered into in Cambridge, Massachusetts, by and between
Vertex Pharmaceuticals Incorporated (the "Company") and Matthew W. Emmens (the
"Executive"), effective as of the 5th day of February, 2009.
WHEREAS, the operations of the Company and its Affiliates are a complex matter
requiring direction and leadership in a variety of arenas, including financial,
strategic planning, regulatory, community relations and others;
WHEREAS, the Executive is possessed of certain experience and expertise in the
Company's industry that qualify him to provide the direction and leadership
required by the Company and its Affiliates and also has knowledge of the
Company, having served as a member of its board of directors (the "Board") since
2004; and
WHEREAS, subject to the terms and conditions hereinafter set forth, the Company
therefore wishes to employ the Executive as Chairman of the Board ("Chairman")
and President and Chief Executive Officer of the Company and the Executive
wishes to accept such employment;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises, terms, provisions and conditions set forth in this Agreement, the
parties hereby agree:
1.
Employment.
Subject to the terms and
conditions set forth in this Agreement, the Company hereby offers, and the
Executive hereby accepts, employment.
2.
Term.
Subject to
earlier termination as hereinafter provided, the Executive's employment under
this Agreement shall be for a term commencing on February 5, 2009 (the
"Commencement Date") and expiring on May 22, 2012 (the "Expiration Date").
The
term of this Agreement may be extended or renewed only by written agreement
signed by the Executive and an expressly authorized representative of the Board.
3.
CAPACITY AND PERFORMANCE.
(A)
DURING THE TERM OF THIS AGREEMENT, FROM AND
AFTER THE COMMENCEMENT DATE, THE EXECUTIVE SHALL SERVE THE COMPANY AS ITS
PRESIDENT.
ON MAY 23, 2009, AND CONTINUING DURING THE REMAINDER OF THE TERM
HEREOF, THE EXECUTIVE SHALL BE APPOINTED TO THE POSITION OF CHIEF EXECUTIVE
OFFICER OF THE COMPANY AND ELECTED AS CHAIRMAN.
IN ADDITION, AND WITHOUT
FURTHER COMPENSATION, THE EXECUTIVE SHALL SERVE AS A DIRECTOR AND/OR OFFICER OF
ONE OR MORE OF THE COMPANY'S IMMEDIATE AFFILIATES (AS DEFINED IN SECTION 9
HEREOF) IF SO ELECTED OR APPOINTED FROM TIME TO TIME.
AT THE REQUEST OF THE
BOARD, UPON TERMINATION OF HIS EMPLOYMENT WITH THE COMPANY FOR ANY REASON, THE
EXECUTIVE SHALL RESIGN AS A MEMBER OF THE BOARD AND AS CHAIRMAN
1
AND HIS OFFICES AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE COMPANY AND
SHALL RESIGN FROM ANY OTHER POSITIONS, OFFICES AND DIRECTORSHIPS HE MAY HAVE
WITH THE COMPANY OR ANY OF ITS IMMEDIATE AFFILIATES.
(B)
DURING THE TERM HEREOF, THE EXECUTIVE SHALL
BE EMPLOYED BY THE COMPANY ON A FULL-TIME BASIS AND SHALL PERFORM THE DUTIES AND
RESPONSIBILITIES OF HIS POSITIONS AND OFFICES AND SUCH OTHER DUTIES AND
RESPONSIBILITIES ON BEHALF OF THE COMPANY AND ITS AFFILIATES, REASONABLY RELATED
TO ONE OR MORE OF HIS POSITIONS AND OFFICES, AS MAY BE ASSIGNED TO HIM FROM TIME
TO TIME BY THE BOARD OR