Amendment to Employment Agreement between Pharmacopeia Drug Discovery, Inc. and Leslie J. Browne, Ph.D.
This amendment updates the employment agreement between Pharmacopeia Drug Discovery, Inc. and Dr. Leslie J. Browne. It adds a provision to ensure that certain payments made upon termination, resignation, permanent disability, or death comply with Section 409A of the Internal Revenue Code. If immediate payment would result in additional taxes under Section 409A, the affected payments will be delayed and paid in a lump sum at least six months after Dr. Browne's separation from service. Both parties have agreed to these changes as of August 3, 2006.
Exhibit 10.2
August 3, 2006
Leslie J. Browne, Ph.D.
Re: |
| Amendment to Employment Agreement amended and restated as of February 27, 2006 |
Dear Dr. Browne:
Reference is made to the Agreement.
In consideration of your continued employment by Pharmacopeia, Pharmacopeia and you hereby agree to amend and restate Section 4(j) (Termination; Resignation; Permanent Disability; DeathCertain Additional Payments) of the Agreement as follows:
Section 4(j)
Pharmacopeia and you agree to add the following paragraph as a new third paragraph in Section 4(j):
Notwithstanding anything herein to the contrary, if any payments due under this Agreement would subject Dr. Browne to any tax imposed under Section 409A of the Internal Revenue Code if such payments were made at the time otherwise provided herein, then the payments that cause such taxation shall be payable in a single lump sum on the first day which is at least six months after the date of Dr. Brownes separation of service as set forth in Section 409A of the Internal Revenue Code and the regulations issued thereunder.
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If you are in agreement with the terms of this letter agreement please sign below and return one copy to my attention.
Very truly yours, |
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/s/ Joseph A. Mollica, Ph.D. |
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Joseph A. Mollica, Ph.D. |
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Chairman |
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ACKNOWLEDGED, AGREED AND |
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ACCEPTED THIS 3RD DAY OF |
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AUGUST, 2006 |
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/s/ Leslie J. Browne, Ph.D. |
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Leslie J. Browne, Ph.D. |
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President and Chief Executive Officer |
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