August 28, 2001 Lynn Baird

Exhibit 10.2


August 28, 2001


Lynn Baird

39 Riverside Terrace

North Easton, MA  02356


Dear Lynn,


This will confirm our offer of employment, pending successful references, for the position of Senior Vice President, Regulatory and Pre-Clinical Affairs, reporting to Henry Blair.


Dyax will pay you a base salary of $205,000 per year ($7,884.61 bi-weekly), which is subject to review by the Compensation Committee of the Board of Directors on an annual basis.  You will be eligible for your first salary review, on a pro-rated basis, on January 1, 2002, and annually thereafter.  In addition, you will be eligible for a targeted bonus of 15% of your base compensation subject to attainment of specific individual and corporate objectives that will be determined and agreed to by you and Henry Blair.  You will be eligible for pro-rata participation in this bonus for the remainder of the year 2001.


Subject to approval by the Compensation Committee, Dyax agrees to grant you an Incentive Stock Option for the purchase of 50,000 shares of Dyax common stock.  These options will be granted under the Dyax 1995 Equity Incentive Plan, which states in relevant part that the option will: 1) be granted at fair market value at the close of business on the day before your first day of employment; 2) vesting equally over forty-eight months; 3) expire in 10 years; and 4) provide exercisability of the vested portion of your options for ninety (90) days after the termination of your employment.


You will receive four (4) weeks vacation and be eligible to participate in the Company’s employee benefits in the same manner provided generally to the Company’s senior executives, including health and dental insurance, 401(k) savings plan, disability insurance and life insurance.  A package describing these benefits is enclosed.  Additionally, Dyax requires that you execute the Company’s standard Employee Confidentiality Agreement and comply with Federal and state employment laws and regulations.


You will be an employee at will.  However, in the event (a) your employment is terminated by the Company without cause, (b) in the case of change of control if you are terminated or resign, subsequent to a material decrease in your responsibilities or a decrease in your base compensation or target bonus percentage, Dyax agrees to pay you your monthly base salary for a minimum of six (6) months as severance.  All earned but unpaid bonuses and accrued vacation time shall be paid upon termination.  Medical and dental benefits shall continue during the period when you are receiving severance.  Other than your rights under COBRA, all other benefits and vetting of your stock options will terminate as of your date of termination.  If your employment is terminated for cause by the Company or is terminated by you for any reason not enumerated above, your compensation, benefits, and stock option vesting shall cease as of the termination date.  For purposes of this offer, “cause” shall mean gross neglect in the performance of your duties or the commission of an act of dishonesty or moral turpitude in connection with your



employment, as determined by the Board of Directors.  Subject to the foregoing, either party may terminate this agreement at any time.


We look forward to your joining Dyax.  If the above accurately reflects your understanding of your employment terms at Dyax, please sign both copies of this letter and return one copy to me.





/s/ Henry Blair



Henry Blair

Chairman, CEO & President






/s/ Lynn G. Baird


Lynn Baird


28 August 2001