8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 18, 2007

HUMAN GENOME SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	0-022962 (Commission File Number)	22-3178468 (IRS Employer Identification No.)
14200 Shady Grove Road, Rockville, Maryland		20850-7464
(Address of principal executive offices)		(ZIP Code)

Registrant’s telephone number, including area code: (301) 309-8504

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Section 5 — Corporate Governance and Management

Section 409A Amendments

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

     During 2007, the Compensation Committee of the Board of Directors of Human Genome Sciences, Inc. (the “Company”) initiated a review of certain compensation plans, employment agreements and offer letter agreements to ensure compliance with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), and to verify that the terms and procedures set forth in such plans and agreements reflect the Compensation Committee’s current compensation philosophy.

     As a result of the foregoing review, on December 18, 2007 the Company (1) amended its employment agreement with H. Thomas Watkins, (2) entered into new executive agreements with each of the Company’s named executive officers (other than Mr. Watkins) and (3) amended and restated its Key Executive Severance Plan. In addition, the Compensation Committee has approved and adopted a written discretionary bonus policy and the Employee Benefits Plans Committee approved and adopted a form of stock unit grant agreement for non-employee directors, each to be used in the future unless the Board of Directors or the Compensation Committee determines otherwise.

     The Compensation Committee determined to take these actions in order to comply with Section 409A. Each plan and agreement was modified to reflect the provisions of Section 409A, including imposing a six-month delay on distributions to key employees upon “separation from service” (including retirement) unless permitted exceptions apply, and conforming the definitions of certain key terms, such as “good reason,” to those provided for in Section 409A.

Employment Agreement with H. Thomas Watkins

     In addition to the Section 409A changes noted above, the Company amended the employment agreement with Mr. Watkins to extend until November 2008 the period during which the Company will reimburse his commuting expenses for travel to and from Chicago, Illinois.

Executive Agreements with Timothy C. Barabe and Barry A. Labinger

     In addition to the Section 409A changes noted above, as a result of the execution of new executive agreements by Messrs. Barabe and Labinger, the existing severance arrangements for Messrs. Barabe and Labinger were amended to provide that the Company will continue to pay the executive’s base salary for a period of 12 months and provide health care coverage in the event the executive’s employment is terminated by the Company without cause or terminated by them for cause. Messrs. Barabe and Labinger will continue to participate in the Company’s group medical, dental, life and disability programs for a period of 12 months at the Company’s sole expense, provided that the executive is not then eligible to participate in a group health plan of another entity. In addition, Messrs. Barabe and Labinger were added as participants to the Company’s Key Executive Severance Plan. The effect of these changes is to standardize the severance arrangements for each of the Company’s named executive officers (other than Mr. Watkins).

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	First Amendment to the Employment Agreement by and between Human Genome Sciences, Inc. and H. Thomas Watkins
10.2	Second Amended and Restated Key Executive Severance Plan

10.3	Form of Executive Agreement
10.4	Human Genome Sciences, Inc. Discretionary Bonus Policy
10.5	Form of Stock Unit Grant Agreement under the Non-Employee Director Equity Compensation Plan

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

HUMAN GENOME SCIENCES, INC.
By:	/s/ James H. Davis, Ph.D.
Name:	James H. Davis, Ph.D.
Title:	Executive Vice President, General Counsel and Secretary

Date: December 20, 2007

INDEX TO EXHIBITS

Exhibit No.	Description
Exhibit 10.1	First Amendment to the Employment Agreement by and between Human Genome Sciences, Inc. and H. Thomas Watkins
Exhibit 10.2	Second Amended and Restated Key Executive Severance Plan
Exhibit 10.3	Form of Executive Agreement
Exhibit 10.4	Human Genome Sciences, Inc. Discretionary Bonus Policy
Exhibit 10.5	Form of Stock Unit Grant Agreement under the Non-Employee Director Equity Compensation Plan

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT
BY AND BETWEEN
HUMAN GENOME SCIENCES, INC. AND H. THOMAS WATKINS

     WHEREAS, HUMAN GENOME SCIENCES, INC. (the “Company”) and H. THOMAS WATKINS (“Executive”) have entered into an employment agreement, dated as of November 21, 2004 (the “Employment Agreement”);

     WHEREAS, the Company and Executive now desire to amend the Employment Agreement to comply with Section 409A of the Internal Revenue Code of 1986, as amended, and the Treasury regulations and other guidance promulgated thereunder;

     WHEREAS, Section 14 of the Employment Agreement provides that all amendments must be in writing signed by both parties;

     NOW, THEREFORE, the Employment Agreement is hereby amended as follows:

     1. Section 4(b) is hereby amended by adding to the end thereof the following sentence:

The bonus award shall be paid on or before March 15 of the year after the year in which the bonus award was earned.

     2. Section 4(c)(iv) is hereby amended by modifying the first sentence thereof as follows:

All options granted to Executive to purchase common stock of the Company and all other equity based awards granted under any plan, program or arrangement maintained by the Company, shall become fully vested and exercisable as of the Effective Date of a Change of Control (as such terms are defined in the Company’s Second Amended and Restated Key Executive Severance Plan in the form attached hereto as Exhibit B (the “Severance Plan”), which is incorporated herein by reference), to the extent such options and equity based awards are then outstanding.

     3. Effective as of November 21, 2007, Section 4(h)(ii) is hereby amended in its entirety as follows:

     (ii) The Company will also reimburse Executive for weekly roundtrip coach class commercial air travel to Chicago, Illinois and related expenses through November 21, 2008, or until the earlier relocation of his family to the Maryland/Virginia/Washington D.C. area; such reimbursement of related expenses shall be in accordance with the Company’s policies then in existence.

     4. Sections 5(e)(i) and (ii) are hereby amended in their entirety as follows:

     (i) For purposes of this Agreement, the term “Good Reason” means, without Executive’s written consent: (A) removal from, or failure to be appointed, elected, reappointed, or reelected to the Board or Executive’s principal position; (B) material diminution in Executive’s title, position, duties or responsibilities, or the assignment to Executive of duties that are inconsistent, in a material respect, with the scope of duties and responsibilities associated with Executive’s position under this Agreement; (C) material reduction in Executive’s Base Salary or target bonus opportunity; (D) relocation of Executive’s principal workplace to a location which is more than fifty (50) miles from Rockville, Maryland; or (E) any material failure by the Company to require any successor to assume the terms of this Agreement in the absence of a successor agreement acceptable to Executive. For purposes of clauses (A), (B) or (C) of the preceding sentence, an isolated and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of written notice thereof given by Executive shall be excluded. Notwithstanding the foregoing, in the event that Executive suffers, without his written consent, a material diminution of title, position, duties or responsibilities as a result of the Company becoming a subsidiary of another corporation or due to a change in the reporting hierarchy incident thereto, then such material diminution shall constitute Good Reason under clause (B) of this Section 5(e)(i), only if Executive delivers a Notice of Termination for Good Reason (as defined below) to the Company within thirty (30) days after the occurrence of the event giving rise to such material diminution, the Company or its successor fails to remedy such material diminution within thirty (30) days after receipt of such notice, and Executive agrees, upon the request of the Company or its successor, to continue his employment for up to a maximum of ninety (90) days after delivering such Notice of Termination for Good Reason.

     (ii) A termination of employment by Executive for Good Reason shall be effected by giving the Company written notice (a “Notice of Termination for Good Reason”) of the termination, setting forth in reasonable detail the specific conduct of the Company that constitutes Good Reason and the specific provision(s) of this Agreement on which the Executive relies no later than ninety (90) days after the initial occurrence of such specific conduct of the Company. A termination of employment by the Executive for Good Reason shall be effective thirty-one (31) days following the date when the Notice of Termination for Good Reason is given, unless, if applicable, the event constituting Good Reason is remedied by the Company prior to that date. Actions by the Company that constitute Good Reason shall be disregarded in the calculation of termination benefits described in Section 6. Notwithstanding anything provided in this Section 5(e), Good Reason shall not exist unless Executive’s termination of employment occurs no later than two (2) years following the initial occurrence of any of the conditions provided under Section 5(e)(i).

     5. Section 5(f) is hereby amended in its entirety as follows:

(f) DATE OF TERMINATION. The term “Date of Termination” means the earliest of: (i) the date of Executive’s death; (ii) the date on which the Company gives written notice of termination of employment to Executive due to his having become Totally Disabled; (iii) the date on which the termination of Executive’s employment by the Company for Cause or without Cause or by Executive for Good Reason or without Good Reason, is effective; or (iv) the last day before the next subsequent anniversary of the Effective Date after a notice of nonrenewal and termination of employment is given timely by the Company or Executive. Such Date of Termination, in each case, is the date as of which the Company and Executive reasonably anticipate that no further services will be performed by Executive and shall be construed as the date Executive first incurs a “separation from service” as defined under Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). Upon Executive’s termination of employment for any reason, Executive shall immediately resign from the Board and from all other offices and positions he holds with the Company and its subsidiary and affiliate companies.

     6. Sections 6(a) and 6(a)(i) are hereby amended in their entirety as follows:

     (a) TERMINATION BY REASON OF DEATH. In the event that Executive’s employment is terminated by reason of Executive’s death, the Company shall pay the following amounts and provide the following benefits to Executive’s beneficiary(ies) or estate, as applicable, within 90 days following Executive’s death:

     (i) All accrued but unpaid Base Salary; if the Date of Termination occurs before March 15, any earned but unpaid bonuses for the immediately preceding year; all earned or vested incentive compensation or benefits; all accrued but unpaid expenses required to be reimbursed under this Agreement; and all accrued but unused vacation time (collectively referred to as “Accrued Compensation”).

     7. Section 6(b)(ii) is hereby amended in its entirety as follows:

     (ii) A pro rata bonus payment for the year in which Executive’s termination of employment due to Total Disability occurs equal to the amount of Executive’s target bonus for the then current fiscal year multiplied by a fraction, the numerator of which is the number of days during the year that transpired before the Date of Termination and the denominator of which is three hundred sixty five (365). The bonus payment will be paid to Executive within 30 days following the Date of Termination, unless Executive is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee), in which case such bonus payment will be delayed for six months as provided under Section 18(i)(vi) to the extent required under Section 409A of the Code.

     8. Section 6(d)(ii) is hereby amended in its entirety as follows:

     (ii) A pro rata bonus payment the amount of which will be the amount of Executive’s target bonus for the then current fiscal year multiplied by a fraction, the numerator of which is the number of days during the year of his termination that transpired before the Date of Termination, and the denominator of which is three hundred sixty five (365). The bonus payment will be paid to Executive within 30 days following the Date of Termination, unless Executive is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee), in which case such bonus payment will be delayed for six months as provided under Section 18(i)(vi).

     9. Sections 6(f)(ii) and (iii) are hereby amended in their entirety as follows:

     (ii) A pro rata bonus payment for the year in which the Date of Termination occurs equal to the amount of Executive’s target bonus for the then current fiscal year multiplied by a fraction, the numerator of which is the number of days during the year that transpired before the Date of Termination and the denominator of which is three hundred sixty five (365). The bonus payment will be paid to Executive within 30 days following the Date of Termination, unless Executive is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee), in which case such bonus payment will be delayed for six months as provided under Section 18(i)(vi).

     (iii) Provided that the Company is the first party that elected not to renew the Agreement by notifying Executive in writing of its intention not to renew in accordance with Section 2 of this Agreement and Executive was willing and able to renew this Agreement on substantially the same terms and conditions, continuation of Executive’s Base Salary during the twenty-four (24) month period that commences on the Date of Termination. Such payments shall be paid at the same time and in the same manner as Base Salary would have been paid if Executive had remained actively employed by the Company until the end of such twenty-four (24) month period.

     10. Section 18(c) is hereby amended in its entirety as follows:

     (c) TERMINATION OF AGREEMENT. This Agreement shall terminate upon the termination of Executive’s employment, except that terms of this Agreement which must survive the termination of this Agreement in order to be effectuated (including the provisions of Sections 6, 7, 8, 9, 13, 15 and 18(i)) shall survive until, by their terms, such provisions are no longer operative. Upon the termination of the Executive’s employment, Executive consents to the notification by the Company to the Executive’s new employer of Executive’s obligations under this Agreement.

     11. Section 18 is hereby amended by adding to the end thereof the following new subsection (i):

(i) 409A COMPLIANCE.

     (i) This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder.

     (ii) The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Code.

     (iii) The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement, at the direction or with the consent of Executive, which is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code.

     (iv) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

     (v) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

     (vi) If a payment obligation under this Agreement arises on account of Executive’s termination of employment while he is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall accrue with interest and shall be made within 15 days after the end of the six-month period beginning on the date of such termination of employment or, if

earlier, within 15 days after appointment of the personal representative or executor of Executive’s estate following his death. For purposes of the preceding sentence, interest shall accrue at the prime rate of interest published in the northeast edition of The Wall Street Journal on the date of Executive’s termination of employment.

     12. In all other respects, the Employment Agreement is hereby ratified and confirmed.

     IN WITNESS WHEREOF, the Company and Executive hereby amend the Employment Agreement, effective as of the first day of January, 2008, except as otherwise provided herein.

H. THOMAS WATKINS		WITNESS:
/s/ H. Thomas Watkins		James H. Davis, Ph.D.
HUMAN GENOME SCIENCES, INC.		ATTEST:
By:	Susan D. Bateson	Rose Hadidian
Title:	Senior Vice President, Human Resources

EX-10.2

Exhibit 10.2

HUMAN GENOME SCIENCES, INC.

SECOND AMENDED AND RESTATED KEY EXECUTIVE SEVERANCE PLAN

I. Preamble and Statement of Purpose.

     The purpose of this Plan is to assure Human Genome Sciences, Inc. (“Human Genome”) and its subsidiaries (Human Genome, together with its subsidiaries, the “Corporation”) of the continued dedication, loyalty, and service of, and the availability of objective advice and counsel from, key employees of the Corporation notwithstanding the possibility, threat or occurrence of a bid or other action to take over control of the Corporation.

     In the event Human Genome receives any proposals from a third party concerning a possible business combination with Human Genome, or acquisition of Human Genome’s equity securities or a substantial portion of its assets, the Board of Directors of Human Genome (the “Board”) believes that it would be imperative that the Board, the Corporation and its senior management be able to rely on the Corporation’s key employees to continue in their positions and be available for advice, if requested, without concern that those individuals might be distracted by the personal uncertainties and risks created by such a proposal, or be influenced to consider other employment opportunities or prospects because of such uncertainties or risks.

     Should Human Genome receive any such proposals, in addition to their regular duties, such key employees, in light of their experience and knowledge gained within that portion of the business in which they are principally engaged, may be called upon to assist in the assessment of proposals, advise senior management and the Board as to whether such proposals would be in the best interest of Human Genome and its shareholders, and take such other actions as the Board might determine to be appropriate.

II. Eligible Executives.

     The following individuals are eligible to participate in this Plan: (i) the Chief Executive Officer and the President of Human Genome, and (ii) those key employees of the Corporation who are from time to time designated by the Compensation Committee of the Board (the “Compensation Committee”) as eligible to participate in this Plan.

     Each eligible employee shall become a Participant in the Plan upon his or her execution of a letter agreement in the form, or substantially in the form, of Exhibit A, attached to and

incorporated in this Plan (the “Letter Agreement”). The executed Letter Agreement shall constitute the Participant’s agreement to the terms and conditions of participation in this Plan and shall set forth the amount of the Lump Sum Cash Payment under Section 3.2.2, the length of the Coverage Period for welfare benefit continuation under Section 3.2.3, and such other terms and conditions as the Compensation Committee may determine applicable to the Participant.

     A Participant who is no longer employed by the Corporation shall cease to be a Participant in the Plan, unless the Participant’s employment ceases (i) within eighteen (18) months after the Effective Date (as defined in Section 3.1.3) or (ii) during any period of time when the Board has knowledge that any third person has taken steps reasonably calculated to effect a Change of Control (as defined in Section 3.1.2) until, in the opinion of the Board, the third party has abandoned or terminated its efforts to effect a Change of Control. Any decision by the Board that, in its opinion, a third party has or has not taken steps reasonably calculated to effect a Change of Control, or that, in its opinion, the third person has abandoned or terminated its efforts to effect a Change of Control, shall be conclusive and binding on the Participants.

III. Plan Provisions.

3.1 Definitions. The following terms, as used in this Plan with capitalized first letters, shall have the meanings as provided in this Section 3.1:

     3.1.1. “Cause”. “Cause” means (i) the Participant’s willful and continued failure substantially to perform the duties of his or her position (other than as a result of disability, as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the “Code”), or as a result of termination by the Participant for Good Reason) after written notice to the Participant by the Board specifying such failure, provided that such “Cause” shall have been found by a majority vote of the Board after at least ten (10) days’ written notice to the Participant specifying the failure on the part of the Participant and after an opportunity for the Participant to be heard at a meeting of the Board; (ii) any willful act or omission by the Participant constituting dishonesty, fraud or other malfeasance, and any act or omission by the Participant constituting immoral conduct, which in any such case is injurious to the financial condition or business reputation of the Corporation; or (iii) the Participant’s indictment of a felony under the laws of the United States or any state thereof or any other jurisdiction in which the Corporation conducts business. For purposes of this definition, no act or failure to act shall be deemed “willful” unless effected by the Participant not in good faith and without a reasonable belief that such action or failure to act was in or not opposed to the best interests of the Corporation.

- 2 -

     3.1.2. “Change of Control”. “Change of Control” means the earliest to occur of any of the following events, construed in accordance with Code section 409A:

     (i) Any one person or more than one person acting as a group acquires, or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or group, beneficial ownership of more than fifty percent (50%) of the total voting power of Human Genome’s then outstanding voting securities;

     (ii) A majority of the members of the Board is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed or approved by a majority of the members of the Board who were members of the Board prior to the initiation of the replacement; or

     (iii) Any one person or more than one person acting as a group acquires, or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or group, assets of Human Genome that have a total gross fair market value of fifty percent (50%) or more of the total gross fair market value of all of the assets of Human Genome immediately prior to the initiation of the acquisition.

     3.1.3. “Effective Date”. “Effective Date” means the date on which a Change of Control occurs. In the event of a Change of Control occurring within eighteen (18) months after a prior Change of Control, “Effective Date” shall mean, for a Participant whose employment terminates prior to the subsequent Change of Control, the date on which the prior Change of Control occurs, and for all other Participants, the date on which the subsequent Change of Control occurs. Notwithstanding anything in this Plan to the contrary, if a Participant’s employment with the Corporation had terminated prior to the date on which the Change of Control occurred, and if it is reasonably demonstrated by the Participant to the Board that such termination of employment either was at the request of a third party who had taken steps reasonably calculated to effect the Change of Control or otherwise arose in connection with or in anticipation of the Change of Control, then, for all purposes of this Plan, “Effective Date” shall mean, with respect to such Participant only, the date immediately prior to the date of such termination of employment.

     3.1.4. “Good Reason”. “Good Reason” means, without the Participant’s consent, (i) removal from, or failure to be reappointed or reelected to, the Participant’s principal positions immediately prior to the Change of Control (other than as a result of a promotion); (ii) a material diminution in the Participant’s title, position, duties or responsibilities, or the assignment to the Participant of duties that are inconsistent, in a material respect, with the scope of duties and

- 3 -

responsibilities associated with the Participant’s position immediately prior to the Change of Control; (iii) a material reduction in the Participant’s base compensation, as in effect immediately preceding the Effective Date, or target bonus opportunity; (iv) relocation of the Participant’s principal workplace to a location which is more than fifty (50) miles from the Participant’s principal workplace on the Effective Date; or (v) any material failure by Human Genome to comply with and satisfy the requirements of Section 3.5.6, provided that the successor shall have received at least ten (10) days’ prior written notice from Human Genome or the Participant of the requirements of Section 3.5.6, and shall have failed to remedy such material failure within thirty (30) days after receipt of such notice. For purposes of clauses (i), (ii) or (iii) of the preceding sentence, an isolated and inadvertent action not taken in bad faith and which is remedied by Human Genome promptly after receipt of notice thereof given by the Participant shall be excluded. For purposes of clause (ii), no material diminution of title, position, duties or responsibilities shall be deemed to occur solely because Human Genome becomes a subsidiary of another corporation or change in the reporting hierarchy incident thereto. For the purposes of clauses (i), (ii), (iii), and (iv), Good Reason shall not exist unless the Participant notifies the Corporation of the existence of the condition specified under the applicable clause no later than ninety (90) days after the initial existence of any such condition, and the Corporation fails to remedy such condition within thirty (30) days after receipt of such notice. Notwithstanding the foregoing, Good Reason shall not exist unless the termination of employment occurs no later than two years following the initial existence of any of the conditions provided under this Section 3.1.4.

3.2 Benefits.

     3.2.1. Triggering Event. In the event the Participant’s employment with the Corporation is terminated without Cause by the Corporation, or for Good Reason by the Participant, on or within eighteen (18) months after the Effective Date, Human Genome shall (in addition to any compensation or benefits to which the Participant may otherwise be entitled under any other agreement, plan or arrangement with the Corporation, other than amounts excluded by Section 3.5.2) make the payments and provide the benefits to the Participant as specified under Sections 3.2.2 and 3.2.3. Solely for purposes of this Section 3.2.1, a Participant’s employment with the Corporation will be deemed to have terminated on the earlier of the date the Participant’s employment with the Corporation ceases or the date that written notice of any such termination is received by the Participant or by the Corporation, as the case may be, even though the parties may agree in connection therewith that the Participant’s employment with the Corporation will continue for a specified period thereafter. The failure by the Participant or the

- 4 -

Corporation to set forth in any such notice sufficient facts or circumstances showing Good Reason or Cause, as the case may be, shall not waive any right of the Participant or the Corporation or preclude either party from asserting such facts or circumstances in the enforcement of any such right.

     3.2.2. Lump Sum Cash Payment. On or within 30 days after the Participant’s last day of service with the Corporation, Human Genome shall pay to the Participant as compensation for services rendered to the Corporation a Lump Sum Cash Payment (subject to any applicable payroll or other taxes required to be withheld) in the amount determined in accordance with the Letter Agreement, subject to Sections 3.4 and 3.5.2.

     3.2.3. Welfare Benefit Continuation. The Participant’s (and, where applicable, the Participant’s dependents’) participation in the group medical, dental, life (including split dollar, if any) and disability plans maintained by the Corporation shall be continued on substantially the same basis as if the Participant were an employee of the Corporation until the end of the Coverage Period as set forth in the Letter Agreement. In the event that Human Genome is unable for any reason to provide for the Participant’s (and, where applicable, the Participant’s dependents’) continued participation in one or more of such plans during the Coverage Period, Human Genome shall pay or provide at its expense equivalent benefit coverage for the remainder of the Coverage Period. The Coverage Period shall, to the extent allowed by law, be taken into account as a period of continuation coverage for purposes of Part 6 of Title I of the Employee Retirement Income Security Act of 1974, as amended, and for purposes of any other obligation of the Corporation to provide any continued coverage to the Participant (and, where applicable, the Participant’s dependents) under any group medical, dental, life or disability plan. The Corporation shall also pay to the Participant at least annually an amount which shall be sufficient on an after-tax basis to compensate the Participant for all additional taxes, other than those imposed under Section 409A of the Code, incurred by reason of any income realized as a result of the continued coverage under this Section, to the extent such taxes result from the Participant’s status as a non-employee and would not be incurred if Participant was an employee of the Corporation, on a grossed-up basis, at the highest marginal income tax rate for individuals (the “Tax Gross-Up Payment”). The Tax Gross-Up Payment shall be made no later than the end of the year after the year in which the Participant remitted the taxes.

     3.2.4. Accelerated Vesting of Options. All options granted to a Participant to purchase common stock of Human Genome under any plan, program or arrangement maintained by Human Genome, shall become fully vested and exercisable as of the Effective Date of a Change

- 5 -

of Control as defined in Section 3.1.2, to the extent such options are then outstanding. The preceding sentence shall not apply with respect to any option if: (i) in connection with the Change of Control, another entity (a) shall have assumed or will assume the obligations of Human Genome with respect to such option, or (b) shall have issued or will issue one or more options of equivalent economic value with equivalent vesting conditions to replace such option; and (ii) the assumed or replacement option as set forth in clause (i), pursuant to its terms, shall vest as of the date the Participant’s employment with the Corporation is terminated without Cause by the Corporation, or for Good Reason by the Participant, on or within eighteen (18) months after the Effective Date. The Board shall have sole discretion in the determination of whether a replacement option is of equivalent economic value to the replaced option.

3.3 Adjustment of Lump Sum Cash Payment.

     3.3.1. Adjustment. Notwithstanding anything in this Plan or any Letter Agreement to the contrary, in the event the Law or Accounting Firm (as defined in Section 3.3.2) shall determine that the Lump Sum Cash Payment and any other payment or distribution in the nature of compensation by the Corporation to or for the benefit of the Participant, whether paid or payable or distributed or distributable pursuant to the terms of this Plan or otherwise (the Lump Sum Cash Payment, together with such other payments and distributions, the “Payments”), would cause any portion of such Payments to be subject to the excise tax imposed by Section 4999 (or any successor provision) of the Code (the “Parachute Payments”), the Participant’s Lump Sum Cash Payment shall be reduced to the extent necessary (but not below zero) so that no portion of the Payments shall be subject to the excise tax imposed by Section 4999 of the Code, provided that no such reduction shall be made if the Participant’s Payments, after the reduction and after the application of Federal income tax at the highest rate applicable to individual taxpayers, would not be greater than the present value (determined in accordance with Section 280G of the Code) of the Payments before the reduction but after the application of (i) excise tax under Section 4999 of the Code and (ii) Federal income tax at the highest rate applicable to individual taxpayers.

     3.3.2. Determination. All determinations required to be made under this Section 3.3, including the assumptions to be utilized in arriving at such determination, shall be made by DLA Piper US LLP or other nationally recognized law or accounting firm (the “Law or Accounting Firm”), which shall provide detailed supporting calculations both to Human Genome and the Participant (i) within fifteen (15) business days after the receipt of a notice from the Participant that he or she may have a Parachute Payment, or (ii) at such earlier time as may be requested by

- 6 -

Human Genome. The Law or Accounting Firm may employ and rely upon the opinions of actuarial or accounting professionals to the extent it deems necessary or advisable. In the event that the Law or Accounting Firm determines, for any reason, that it is unable to perform such services, or declines to do so, Human Genome shall select another nationally recognized law or accounting firm to make the determinations required under this Section (which law or accounting firm shall then be referred to as the Law or Accounting Firm hereunder). All fees and expenses of the Law or Accounting Firm shall be borne solely by Human Genome. Any determination by the Law or Accounting Firm shall be binding upon Human Genome and the Participant.

3.4 Terms and Conditions of Participation

     3.4.1. Conditions of Participation. As a condition to being covered by the Plan, each Participant, by executing the Letter Agreement, shall acknowledge and agree that (i) except as may otherwise be expressly provided under any other executed agreement between the Participant and the Corporation, nothing contained in this Plan (including, but not limited to, using the term “Cause” to determine benefits under this Plan) is intended to change the fact that the employment of the Participant by the Corporation is “at will” and, prior to the Effective Date, may be terminated by either the Participant or the Corporation at any time, (ii) the Participant shall be bound by, and comply with, the requirements of Sections 3.5.3 and 3.5.4, and (iii) the Participant consents to the modifications to the options as provided in Section 3.2.4. Moreover, except as provided in Section 3.1.3, if prior to the Effective Date, the Participant’s employment with the Corporation terminates, then the Participant shall have no further rights under this Plan.

     3.4.2. Non-Duplication. As a condition to being covered by this Plan, and notwithstanding any other prior agreement to the contrary, each Participant, by executing the Letter Agreement, shall agree that the payments under this Plan shall be in lieu of any severance or similar payments that otherwise might be payable under any plan, program, policy or agreement.

     3.4.3. Amendment and Termination. The Plan may not be amended or terminated after the Effective Date. Prior to the Effective Date, the Compensation Committee of the Board (the “Compensation Committee”) may, in its sole discretion, modify or amend this Plan in any respect, or terminate the Plan (including with respect to individuals then participating in the Plan), provided (i) such action is taken and becomes effective at least one (1) year prior to the Effective Date and such action is communicated to the Participants prior to the Effective Date, or (ii) such actions do not reduce the amount or defer the receipt of any payment or benefit

- 7 -

provided under this Plan to a Participant without the Participant’s written consent. Notwithstanding the foregoing provisions of this Section 3.4.3, the Plan may be amended by the Compensation Committee at any time, retroactively if required, if found necessary, in the opinion of the Compensation Committee, in order to conform the Plan to the provisions of section 409A of the Code and the Treasury Regulations or other authoritative guidance issued thereunder and to conform the Plan to the provisions and other requirements of any applicable law. No such amendment shall be considered prejudicial to any interest of a Participant under the Plan or require the Participant’s written consent. The Corporation shall promptly notify affected Participants of any such amendment adopted by the Compensation Committee.

3.5 General.

     3.5.1. Indemnification. If litigation or arbitration shall be brought to enforce or interpret any provision of this Plan which relates to Human Genome’s obligation to make payments hereunder, then Human Genome, to the extent permitted by applicable law and Human Genome’s Charter, shall indemnify the Participant for his or her reasonable attorneys’ fees and disbursements incurred in such proceedings, and shall pay pre-judgment interest on any money judgment obtained by the Participant calculated at the prime rate of interest published from time to time by The Wall Street Journal, northeast edition (“Prime Rate”) from the date that payment(s) to him or her should have been made under this Plan.

     3.5.2. Payment Obligations; Overdue Payments. The Corporation’s obligations to make the payments and provide the benefits to the Participant under this Plan shall be absolute and unconditional and shall not be affected in any way by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense or other right which Human Genome may have against the Participant or anyone else, provided, however, that as a condition to payment of amounts under this Plan, the Participant shall execute by no later than the scheduled payment date a general release and waiver (the “Waiver”), in form and substance reasonably satisfactory to Human Genome, of all claims relating to the Participant’s employment by the Corporation and the termination of such employment, including, but not limited to, discrimination claims, employment-related tort claims, contract claims and claims under this Plan (other than claims with respect to benefits under the Corporation’s tax-qualified retirement plans, continuation of coverage or benefits solely as required by Part 6 of Title I of the Employee Retirement Income Security Act of 1974, or any obligation of Human Genome to provide future performance under Section 3.2.3). All amounts payable by Human Genome hereunder shall be paid without notice or demand, except as may be required with respect to the Waiver. Each and

- 8 -

every payment made hereunder by Human Genome shall be final. The Corporation shall not seek to recover all or any part of such payment from the Participant or from whosoever may be entitled thereto, for any reason whatsoever. The Participant shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Plan, and the obtaining of any such other employment shall in no event effect any reduction of Human Genome’s obligations to pay the Lump Sum Cash Payment. The Participant shall be entitled to receive interest at the Prime Rate on any payments under this Plan that are overdue, provided, however, that no payments shall be deemed to be overdue until the Participant executes the Waiver and any rescission period with respect to such Waiver has expired or to the extent that payments are delayed pursuant to the requirements of Section 409A of the Code.

     3.5.3. Confidential Information. The Participant shall at all times hold in a fiduciary capacity for the benefit of the Corporation all secret, confidential or proprietary information, knowledge or data relating to the Corporation, and its respective businesses, which shall have been obtained by the Participant during the Participant’s employment by the Corporation and which shall not be or become public knowledge (other than by acts by the Participant or representatives of the Participant in violation of this Plan) including, but not limited to, the following: (i) gene and protein sequences; (ii) biological data; (iii) clones and biologic materials; (iv) laboratory, pre-clinical and clinical experiments and studies; (v) performance characteristics of the Corporation’s products; (vi) marketing plans, business plans, strategies, forecasts, budgets, projections and costs; (vii) gene sequencing techniques and reagents; (viii) bioinformatics; (ix) personnel information; (x) customer, vendor and supplier lists; (xi) customer, vendor and supplier needs, transaction histories, contacts, volumes, characteristics, agreements and prices; (xii) promotions, operations, sales, marketing, and research and development; (xiii) business operations, internal structures, and financial affairs; (xiv) systems and procedures; (xv) pricing structure of the Corporation’s services and products; (xvi) proposed services and products; (xvii) contracts with other parties; and (xviii) any other information that the Corporation is obligated by law, rule or regulation to maintain as confidential (the “Confidential Information”). During the Participant’s employment with the Corporation and after termination of such employment at any time or for any reason, and regardless of whether any payments are made to the Participant under this Plan as a result of such termination, the Participant shall not, without the prior written consent of the Corporation or as may otherwise be required by law or legal process, communicate or divulge any Confidential Information to any person other than the Corporation, its employees and those designated by it or use any Confidential Information except for the benefit of the Corporation. Immediately upon termination of the Participant’s employment with the Corporation at any time or for any reason, the Participant shall return to the

- 9 -

Corporation all Confidential Information, including, but not limited to, any and all copies, reproductions, notes or extracts of Confidential Information. “Confidential Information” shall not include (v) Confidential Information which at the time of disclosure is already in the public domain; (w) Confidential Information which the Participant can demonstrate by written evidence was in his possession or known to him prior to his employment with the Corporation which is not subject to an obligation of confidentiality to the Corporation; (x) Confidential Information which subsequently becomes part of the public domain through no fault of the Participant; (y) Confidential Information which becomes known to the Participant through a third party who is under no obligation of confidentiality to the Corporation; and (z) Confidential Information which is required to be disclosed by law or by judicial administrative proceedings. Upon service to the Participant, or anyone acting on the Participant’s behalf, of any subpoena, court order, or other legal process requiring the Participant to disclose information that would be Confidential Information but for the preceding sentence, the Participant shall immediately provide written notice to the Corporation of such service and of the content of any testimony or information to be disclosed.

     3.5.4. Solicitation of Employees. During the Participant’s employment with the Corporation and for a period of twelve (12) months after termination of such employment at any time and for any reason, and regardless of whether any payments are made to the Participant under this Plan as a result of such termination, the Participant shall not solicit, participate in or promote the solicitation of any person who was employed by the Corporation at the time of the Participant’s termination of employment with the Corporation to leave the employ of the Corporation, or, on behalf of himself or any other person, hire, employ or engage any such person. The Participant further agrees that, during such time, if an employee of the Corporation contacts the Participant about prospective employment, the Participant will inform such employee that he or she cannot discuss the matter further without informing the Corporation.

     3.5.5. Application of Restrictions Respecting Confidential Information and Solicitation of Employees. The requirements and obligations of the Participant under Sections 3.5.3 and 3.5.4 shall be in addition to, and not a limitation under, any other requirements and obligations of the Participant, at law or otherwise. The term “person” for purposes of Sections 3.5.3 and 3.5.4 shall include any individual or entity, including any corporation, trust or partnership.

     3.5.6. Successors. All right under this Plan are personal to the Participant and without the prior written consent of Human Genome shall not be assignable by the Participant otherwise than by will or the laws of descent and distribution. This Plan shall inure to the benefit of and be

- 10 -

enforceable by the Participant’s legal representative. This Plan shall inure to the benefit of and be binding upon Human Genome and its successors and assigns. Human Genome will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of Human Genome to assume expressly and agree to perform this Plan in the same manner and to the same extent that Human Genome would be required to perform it.

     3.5.7. Controlling Law; Jurisdiction. This Plan shall in all respects be governed by, and construed in accordance with, the laws of the State of Maryland (without regard to the principles of conflicts of laws). The Corporation and the Participants irrevocably consent and submit to the jurisdiction of the Circuit Court for the county in the State of Maryland in which the Corporation’s principal place of business is located, or in any Federal court sitting in the State of Maryland, for the purposes of any controversy, claim, dispute or action arising out of or related to this Plan, and hereby waive any defense of an inconvenient forum and any right of jurisdiction on account of the parties’ place of residence or domicile.

     3.5.8. Severability. Any provision in this Plan which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective only to the extent of such prohibition or unenforceability without invalidating or affecting the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

     3.5.9 409A Compliance.

     (i) This Plan is intended to comply with, or otherwise be exempt from, Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder.

     (ii) The Corporation and Participant agree that they will execute any and all amendments to this Plan as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Code.

     (iii) The preceding provisions, however, shall not be construed as a guarantee by the Corporation of any particular tax effect to Participant under this Plan. The Corporation shall not be liable to Participant for any payment made under this Plan, at the direction or with the consent of Participant, which is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Plan as an amount includible in gross income under Section 409A of the Code.

- 11 -

     (iv) For purposes of Section 409A of the Code, the right to a series of installment payments under this Plan shall be treated as a right to a series of separate payments.

     (v) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Participant, as specified under this Plan, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

     (vi) For purposes of Section 409A of the Code, the date as of which the Corporation and the Participant reasonably anticipate that no further services would be performed by the Participant shall be construed as the date that the Participant first incurs a “separation from service” as defined under Section 409A of the Code.

     (vii) If a payment obligation under this Plan arises on account of Participant’s termination of employment while he is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall accrue at the Prime Rate of interest and shall be made within 15 days after the end of the six-month period beginning on the date of such termination of employment or, if earlier, within 15 days after appointment of the personal representative or executor of Participant’s estate following his death.

Date: December 13, 2007

- 12 -

EXHIBIT A

SECOND AMENDED AND RESTATED KEY EXECUTIVE SEVERANCE PLAN

[DATE]

Dear                          :

     [For new Participants:]On [                    ], 2007, the Corporation amended and restated the Amended and Restated Key Executive Severance Plan (as amended and restated, the “Second Amended and Restated KESP”), a copy of which is enclosed. You are eligible to participate in the Second Amended and Restated KESP and will become a Participant therein upon signing this letter agreement. As used in this letter agreement, each capitalized term, if not defined herein, has the meaning ascribed to it under the Second Amended and Restated KESP.

     [For existing Participants:]You are currently a Participant in the Human Genome Sciences, Inc. Amended and Restated Key Executive Severance Plan. On [                    ], 2007, the Corporation amended and restated the Amended and Restated Key Executive Severance Plan (as amended and restated, the “Second Amended and Restated KESP”), enclosed, in order to conform the Amended and Restated Key Executive Severance Plan to changes made under the Internal Revenue Code of 1986, as amended, and to incorporate other revisions to the Amended and Restated Key Executive Severance Plan that the Compensation Committee of the Board of Directors determined to be desirable and in the best interests of the Corporation. Your participation in the Second Amended and Restated KESP is conditioned upon your signing this letter agreement, and your signing of this letter agreement will signify your consent to the amendments made to the Amended and Restated KESP pursuant to Section 3.4.3 thereof. As used in this letter agreement, each capitalized term, if not defined herein, has the meaning ascribed to it under the Second Amended and Restated KESP.

     For purposes of Section 3.2.2 of the Second Amended and Restated KESP, the amount of the Lump Sum Cash Payment, in the event you become entitled to benefits under the Second Amended and Restated KESP, will be equal to the product of [two (2)] [one and one-half (1¹/2)] and the sum of (i) your actual annual rate of base salary as in effect immediately prior to either the date of your separation from service with the Corporation, as determined under Section 3.2.1, or the Effective Date, whichever is higher, and (ii) the average of your annual bonus payments under the Corporation’s annual bonus plan for the last three (3) years ending before either the Effective Date or the date of your separation from service with the Corporation, whichever is higher.

- 1 -

     If you will not have been eligible to participate in the annual bonus plan for all three (3) years ending before either the Effective Date or the date of your separation from service, your average annual bonus payment (with respect to the years ending before the Effective Date or the date of separation from service, as applicable) shall be determined only for the years with respect to which you shall have been eligible to participate. For purposes of the Second Amended and Restated KESP, your base salary will include (i) your cash allowances reportable as wages in Form W-2, and (ii) the dollar value of any compensation that would have been paid to you but was deferred or excluded for Federal income tax purposes under a deferred compensation plan, program or arrangement, including amounts deferred under the Corporation’s 401(k) retirement savings plan.

     For purposes of Section 3.2.3, the Coverage Period, in the event you become entitled to benefits under the Second Amended and Restated KESP, will begin on the date immediately following your separation from service with the Corporation and shall end on the date 18 months thereafter.

     Please review the provisions of the Second Amended and Restated KESP and its stated purposes carefully, including particularly the terms and conditions stated in Sections 3.4 (Terms and Conditions of Participation), 3.5.3 (Confidential Information), and 3.5.4 (Solicitation of Employees), to which you will agree by executing this letter agreement. In order to be entitled to the benefits and agree to your obligations provided in the Second Amended and Restated KESP, please execute the enclosed copy of this letter and return it to James H. Davis, Executive Vice President, General Counsel and Secretary of Human Genome, whereupon the Second Amended and Restated KESP and this letter will become a legally binding agreement between you and Human Genome.

	Very truly yours,
	HUMAN GENOME SCIENCES, INC.
	By:
		James H. Davis, Ph.D., J.D.
		Executive Vice President, General
		Counsel and Secretary
I hereby confirm my agreement
with the foregoing:
Date:

- 2 -

EX-10.3

Exhibit 10.3

EXECUTIVE AGREEMENT

     This EXECUTIVE AGREEMENT (the “Agreement”) is made and entered into as of the                      day of                      20                      (the “Effective Date”), by and between HUMAN GENOME SCIENCES, INC. (the “Company”), and                      (“Executive”).

     In consideration of the services provided by Executive and the covenants and agreements contained herein, and for other good and valuable consideration the sufficiency of which is acknowledged by the parties to this Agreement, the Company and Executive agree as follows:

     1. Severance Benefits. Notwithstanding anything in any existing agreement between the Company and Executive to the contrary, in the event that Executive’s employment with the Company is terminated (a) by the Company without Cause (as defined below), excluding for this purpose a termination due to death or total disability (as determined under the Company’s long-term disability plan for senior executives as then in effect), or (b) by Executive with Good Reason (as defined below), the Company shall provide to Executive the following payments and benefits:

     (a) Within 30 days after the date that such termination of employment becomes effective (the “Date of Termination”), the Company shall pay to Executive all accrued but unpaid base salary; any earned but unpaid bonuses; all earned or vested incentive compensation or benefits; all accrued but unpaid reimbursable business expenses; and all accrued but unused vacation time.

     (b) The Company shall provide or distribute, as applicable, all vested benefits under the Company’s benefit plans, policies and programs in which Executive participated, in accordance with the terms of such plans, policies and programs, except to the extent that such benefits are duplicative of benefits provided for under this Agreement.

     (c) The Company shall pay to Executive a pro-rata bonus payment the amount of which will be the amount of Executive’s annual bonus earned for the prior fiscal year multiplied by a fraction, the numerator of which is the number of days during the year of Executive’s termination that transpired before the Date of Termination, and the denominator of which is three hundred sixty-five (365). The bonus payment will be paid to Executive within 30 days following the Date of Termination.

     (d) The Company shall continue to pay Executive’s base salary during the twelve (12) month period that commences on the Date of Termination (the “Severance Period”). Such payments shall be paid at the same time and in the same manner as base salary would have been paid if Executive had remained actively employed by the Company until the end of the Severance Period.

     (e) The Company shall continue to provide coverage for Executive and Executive’s eligible dependents, at the Company’s sole expense, under the Company’s group health plan, within the meaning of Section 607 of the Employee Retirement

     Income Security Act of 1974, as amended, in which Executive and Executive’s eligible dependents were participating as of the Date of Termination, for twelve (12) months after the Date of Termination; provided that Executive is not eligible to participate in a group health plan of another entity. Executive’s (and Executive’s eligible dependents’) right to receive continuation coverage under COBRA shall commence after, and not run coincident with, the continuation coverage provided under this Section 1(e), and such COBRA coverage shall be provided entirely at Executive’s expense. Executive’s (and Executive’s eligible dependents’) right to receive continuation coverage under this Agreement other than COBRA will terminate upon the earlier of the date specified herein or the date that Executive (or such eligible dependent, as applicable) first becomes eligible to participate in a group health plan of another entity.

     (f) Executive, or Executive’s estate, as applicable, shall have twelve (12) months after the Date of Termination to exercise all vested stock options outstanding as of the Date of Termination, but in no event may Executive or Executive’s estate exercise any stock option beyond its term stated in the applicable award agreement. The provisions of this Section 1(f) serve to amend any provision in an applicable award agreement or plan document to the contrary, whether now or hereafter existing.

     2. Release Contingency. The payments and benefits to be made pursuant to Section 1(c), 1(d), 1(e) and 1(f) of this Agreement are conditioned upon Executive’s prior execution and nonrevocation of a general release of claims occurring up to the release date, in the form of Exhibit A attached hereto (with such changes therein as may be necessary to make it valid and encompassing under applicable law), within twenty-one (21) days of presentation thereof by the Company to Executive.

     3. Definition of Cause. For purposes of this Agreement, “Cause” means (i) Executive’s willful and continued failure substantially to perform the duties of his or her position (other than as a result of disability, as defined in Section 72(m)(7) of the Internal Revenue Code of 1986, as amended (the “Code”), or as a result of termination by Executive for Good Reason) after written notice to Executive by the Board of Directors of the Company (the “Board”) specifying such failure, provided that such “Cause” shall have been found by a majority vote of the Board after at least ten (10) days’ written notice to Executive specifying the failure on the part of Executive and after an opportunity for Executive to be heard at a meeting of the Board; (ii) any willful act or omission by Executive constituting dishonesty, fraud or other malfeasance, and any act or omission by Executive constituting immoral conduct, which in any such case is injurious to the financial condition or business reputation of the Company; or (iii) Executive’s indictment of a felony under the laws of the United States or any state thereof or any other jurisdiction in which the Company conducts business. For purposes of this definition, no act or failure to act shall be deemed “willful” unless effected by Executive not in good faith and without a reasonable belief that such action or failure to act was in or not opposed to the best interests of the Company.

     4. Definition of Good Reason. For purposes of this Agreement, “Good Reason” means, without Executive’s consent, (i) material diminution in Executive’s title, position, duties or responsibilities, or the assignment to Executive of duties that are inconsistent, in a material respect, with the scope of duties and responsibilities associated with Executive’s position;

-  2  -

(ii) material reduction in Executive’s base compensation, as in effect immediately preceding the Effective Date, or target bonus opportunity; (iii) relocation of Executive’s principal workplace to a location which is more than fifty (50) miles from Executive’s principal workplace on the Effective Date; or (iv) any material failure by the Company to comply with and satisfy the requirements of Section 8 of this Agreement, provided that the successor shall have received at least ten (10) days’ prior written notice from the Company or Executive of the requirements of Section 8, and fails to remedy such material failure within thirty (30) days after receipt of such notice. For purposes of clauses (i) and (ii) of the preceding sentence, an isolated and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by Executive shall be excluded. For purposes of clause (i), no material diminution of title, position, duties or responsibilities shall be deemed to occur solely because the Company becomes a subsidiary of another corporation or change in the reporting hierarchy incident thereto. For purposes of clauses (i), (ii) and (iii), Good Reason shall not exist unless Executive notifies the Company of the existence of the condition specified under the applicable clause no later than ninety (90) days after the initial existence of any such condition, and the Company fails to remedy such condition within thirty (30) days after receipt of such notice. Notwithstanding the foregoing, Good Reason shall not exist unless Executive’s termination of employment occurs no later than two (2) years following the initial existence of any of the conditions provided in this Section 4.

     5. “At Will” Employment. Except as may otherwise be expressly provided under any other executed agreement between Executive and the Company, nothing contained in this Agreement is intended to change the fact that the employment of Executive by the Company is “at will” and may be terminated by either Executive or the Company at any time.

     6. Arbitration. Any controversy, dispute or claim of whatever nature arising out of, or in relation to, the Company’s and Executive’s relationship as provided in this Agreement, shall be resolved first by prompt, informal, good faith negotiations by the parties. If a mutually satisfactory resolution is not reached by such good faith negotiations within forty-five (45) days, the parties agree that such controversy, dispute or claim shall be resolved exclusively through final and binding arbitration before a single neutral arbitrator selected jointly by the parties. If the parties are unable to agree on a single arbitrator, each of the Company and Executive shall select an arbitrator, and those arbitrators will jointly select a third, who will arbitrate the dispute. The arbitrator must be a former judge, and the arbitration shall be conducted in accordance with the rules of JAMS/ENDISPUTE then in effect. The arbitration shall take place in Rockville, Maryland. The Company will pay the direct costs and expenses of the arbitration. The Company and Executive will each separately pay its counsel fees and expenses; provided, however, the Company shall reimburse Executive for Executive’s reasonable costs (including without limitation, attorneys’ fees) incurred if Executive succeeds on the merits on a material issue and Executive is not found to be in material breach. The parties agree that any award rendered by the arbitrator shall be final and binding, and that judgment upon the award may be entered in any court having jurisdiction thereof. The provisions of this Section 6 shall survive the expiration or termination of this Agreement and of Executive’s employment.

     7. Tax Withholding. The Company may withhold from any compensation and benefits payable under this Agreement all applicable federal, state, local or other taxes.

-  3  -

     8. Assignment. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, representatives, successors and assigns. This Agreement shall not be assignable by Executive (but any payments due under this Agreement which would be payable at a time after Executive’s death shall be paid to Executive’s designated beneficiary or, if none, Executive’s estate). The Company shall require any successor, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business and/or assets of the Company expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required to perform it if no such succession had taken place. As used in this Agreement, the term “Company” shall mean both the Company as defined above and any such successor.

     9. Entire Agreement; Non-Duplication of Benefits. This Agreement shall constitute the entire understanding of the parties with respect to the subject matter herein and shall supersede any and all existing oral or written agreements, representations or warranties between Executive and the Company or any of its subsidiaries or affiliated entities relating to the terms of Executive’s employment by the Company, but shall not supersede that certain Employee Confidential Information, Invention and Non-Competition Agreement between the Company and Executive dated                                          ,                     , nor the provisions of the Company’s Second Amended and Restated Key Executive Severance Plan (the “Severance Plan”) in which Executive is a participant. In the event that Executive is entitled to benefits under the Severance Plan and this Agreement, Executive shall be entitled to the better benefits of the two, determined in the aggregate and in Executive’s discretion, and in no event will Executive be entitled to benefits under both this Agreement and the Severance Plan.

     10. Amendment. This Agreement shall not be amended except by a written agreement signed by both parties.

     11. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland applicable to agreements made and to be performed in that State, without regard to its conflict of laws provisions.

     12. Notices. Any notice, consent, request or other communication made or given in connection with this Agreement shall be in writing and shall be deemed to have been duly given upon receipt when delivered by hand or by overnight courier, or three (3) days after deposit in the U.S. mail by registered or certified mail, return receipt requested, with proper postage affixed, to the parties at their following respective addresses or at such other address as each may specify by notice to the other in accordance with this Section. Notices to the Company shall be addressed to the Secretary of Human Genome Sciences, Inc. at 14200 Shady Grove Road, Rockville, Maryland 20850. Notices to Executive shall be addressed to Executive’s address as reflected on Company’s personnel records.

     13. No Duty to Mitigate. The Company agrees that, if Executive’s employment with the Company terminates, Executive is not required to seek other employment or to attempt in any way to reduce any amounts payable to or in respect of Executive by the Company pursuant to this Agreement. Further, the amount of any payment or benefit provided for in this Agreement shall not be reduced by any compensation earned by Executive as the result of employment by another employer or by retirement benefits.

-  4  -

     14. Non-Exclusivity of Rights. Nothing in this Agreement shall prevent or limit Executive’s continuing or future participation in any benefit, bonus, incentive or other plan or program provided by the Company and for which Executive may qualify, nor shall anything herein limit or otherwise negatively affect such rights as Executive may have under any stock option or other agreement with the Company or any of its affiliated companies. Except as otherwise provided herein, amounts and benefits which are vested benefits or which Executive is otherwise entitled to receive under any plan, program, agreement or arrangement of the Company at or subsequent to the Date of Termination shall be payable in accordance with such plan or program.

     15. Counterparts. This Agreement may be executed in any number of counterparts, by original signature or facsimile, each of which so executed shall be deemed to be an original, and such counterparts will together constitute but one Agreement.

     16. 409A Compliance.

     (i) This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder.

     (ii) The Company and Executive agree that they will execute any and all amendments to this Agreement as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Code.

     (iii) The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to Executive under this Agreement. The Company shall not be liable to Executive for any payment made under this Agreement, at the direction or with the consent of Executive, which is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement as an amount includible in gross income under Section 409A of the Code.

     (iv) For purposes of Section 409A of the Code, the right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

     (v) With respect to any reimbursement of expenses of, or any provision of in-kind benefits to, Executive, as specified under this Agreement, such reimbursement of expenses or provision of in-kind benefits shall be subject to the following conditions: (1) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement arrangement providing for the reimbursement of expenses referred to in Section 105(b) of the Code; (2) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (3) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.

-  5  -

     (vi) For purposes of Section 409A of the Code, the Date of Termination shall be construed as the date Executive first incurs a “separation from service” as defined under Section 409A of the Code.

     (vii) If a payment obligation under this Agreement arises on account of Executive’s termination of employment while he is a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee), any payment of “deferred compensation” (as defined under Treasury Regulation Section 1.409A-1(b)(1), after giving effect to the exemptions in Treasury Regulation Sections 1.409A-1(b)(3) through (b)(12)) shall accrue with interest and shall be made within 15 days after the end of the six-month period beginning on the date of such termination of employment or, if earlier, within 15 days after appointment of the personal representative or executor of Executive’s estate following his death. For purposes of the preceding sentence, interest shall accrue at the prime rate of interest published in the northeast edition of The Wall Street Journal on the date of Executive’s termination of employment.

     IN WITNESS WHEREOF, this Agreement is EXECUTED and EFFECTIVE as of the day set forth above.

[NAME OF EXECUTIVE]	WITNESS:
(“Executive”)
HUMAN GENOME SCIENCES, INC.	ATTEST:
(“Company”)
By:
H. Thomas Watkins
Title: President and Chief Executive Officer

-  6  -

EXHIBIT A to EXECUTIVE AGREEMENT
GENERAL RELEASE

     For and in consideration of the promises made in the Executive Agreement (defined below), the adequacy of which is hereby acknowledged, the undersigned (“Executive”), for himself, his heirs, administrators, legal representatives, executors, successors, assigns, and all other persons claiming through Executive, if any (collectively, “Releasers”), does hereby release, waive, and forever discharge Human Genome Sciences, Inc. (“Company”), Company’s subsidiaries, parents, affiliates, related organizations, employees, officers, directors, attorneys, successors, and assigns (collectively, the “Releasees”) from, and does fully waive any obligations of Releasees to Releasers for, any and all liability, actions, charges, causes of action, demands, damages, or claims for relief, remuneration, sums of money, accounts or expenses (including attorneys’ fees and costs) of any kind whatsoever, whether known or unknown or contingent or absolute, which heretofore has been or which hereafter may be suffered or sustained, directly or indirectly, by Releasers in consequence of, arising out of, or in any way relating to Executive’s employment with Company or any of its affiliates, status as an officer, and the termination of Executive’s employment or removal as an officer. The foregoing release and discharge, waiver and covenant not to sue includes, but is not limited to, all claims and any obligations or causes of action arising from such claims, under common law including wrongful or retaliatory discharge, breach of contract (including but not limited to any claims under the Executive Agreement between Company and Executive, dated as of                                          , 20                     , as amended from time to time (the “Executive Agreement”) and any claims under any stock option and equity-based award agreements between Executive and Company) and any action arising in tort including libel, slander, defamation or intentional infliction of emotional distress, and claims under any federal, state or local statute including Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1866 and 1871 (42 U.S.C. § 1981), the National Labor Relations Act, the Family and Medical Leave Act, the Age Discrimination in Employment Act (ADEA), the Fair Labor Standards Act, the Americans with Disabilities Act of 1990, the Rehabilitation Act of 1973, the Maryland Human Rights Act, or the discrimination or employment laws of any state or municipality, and/or any claims under any express or implied contract which Releasers may claim existed with Releasees. This also includes a release by Executive of any claims for breach of contract, wrongful discharge and all claims for alleged physical or personal injury, emotional distress relating to or arising out of Executive’s employment with Company or the termination of that employment; and any claims under the WARN Act or any similar law, which requires, among other things, that advance notice be given of certain work force reductions. This release and waiver does not apply to any claims or rights that may arise after the date Executive signs this General Release. The foregoing release does not apply to (a) any claims for severance pay or benefits under the Executive Agreement, (b) any claims or rights under directors and officers liability insurance, (c) Executive’s rights under any tax-qualified pension or claims for accrued vested benefits under any other employee benefit plan maintained by Company; or (d) Executive’s rights as a stockholder.

     Excluded from this release and waiver are any claims which cannot be waived by law, including but not limited to the right to participate in an investigation conducted by certain government agencies.

-  1  -

     Executive agrees never to sue Releasees, in any forum for any claim covered by the above waiver and release language. Executive represents and warrants that Executive has not filed and will not file any complaint, charge, or lawsuit against the Releasees with any government agency or any court. If Executive violates this General Release by suing Releasees other than as set forth in the first paragraph hereof, Executive shall be liable to the Company for its reasonable attorneys’ fees and other litigation costs incurred in defending against such a suit, as permitted by law.

     Executive acknowledges and recites that:

     (a) Executive has executed this General Release knowingly and voluntarily;

     (b) Executive has read and understands this General Release in its entirety;

     (c) Executive has been advised and directed orally and in writing (and this subparagraph (c) constitutes such written direction) to seek legal counsel and any other advice he wishes with respect to the terms of this General Release before executing it;

     (d) Executive’s execution of this General Release has not been forced by any employee or agent of the Company, and Executive has had an opportunity to negotiate about the terms of this General Release after consultation with an attorney of his choosing; and

     (e) Executive has been offered twenty-one (21) calendar days after receipt of this General Release to consider its terms before executing it.

     This General Release shall be governed by the laws of the State of Maryland, except for the application of pre-emptive Federal law.

     Executive shall have seven (7) days from the date hereof to revoke this General Release by providing written notice of the revocation to the Company, as provided in Section 12 of the Executive Agreement, in which event this General Release shall be unenforceable and null and void.

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.

	EXECUTIVE
Date:
	[Name of Executive]
	HUMAN GENOME SCIENCES, INC.
Date:	By:
	Name:
	Its:

-  2  -

EX-10.4

Exhibit 10.4

HUMAN GENOME SCIENCES, INC.
DISCRETIONARY BONUS POLICY
(Effective November 26, 2007)

Purpose and Establishment. Human Genome Sciences, Inc. (the “Corporation”) establishes this Discretionary Bonus Policy (the “Policy”) to provide incentive compensation to eligible employees of the Corporation and its subsidiaries and affiliates who exceed expectations, consistently exhibit superior performance, and/or make unique individual contributions to the overall success of the Corporation. Awards of bonus payments under this policy will be made on a discretionary basis, subject to the approval of the Compensation Committee of the Board of Directors (the “Compensation Committee”) as set forth below.

Eligibility for Bonus Payment. Each full-time and each part-time employee of the Corporation, or of a subsidiary or an affiliate of the Corporation, who has completed any applicable initial probationary period and who has a satisfactory performance rating and consistently meets expectations may be eligible to receive a bonus payment. However, this Policy does not give any employee a right to receive a bonus payment. In determining whether an eligible employee should be paid a bonus and the amount of such bonus, the Compensation Committee shall review the Corporation’s financial status and the employee’s performance and individual contributions to the overall success of the Corporation.

Timing of Bonus Payments. Bonus payments may be made from time to time, or for any period of time, in the discretion of the Compensation Committee or its delegate. Unless provided otherwise in a written agreement between the Corporation and the employee, an employee shall not have a vested right in any bonus payment until the amount is paid to such individual and the Compensation Committee shall have full discretion to reduce or eliminate any previously declared bonus amount for any or no reason prior to payment thereof. In the event that the Compensation Committee determines that one or more bonuses shall be paid based on a performance period of twelve months duration or longer, such bonuses (or any pro-rated bonus payable in conjunction with that performance period), if earned and not otherwise reduced or eliminated in the Compensation Committee’s discretion, shall be paid after the close of the performance period and by no later than two and one-half months after the close of the calendar year in which the performance period ends unless it is administratively impracticable to do so, and such impracticability was unforeseeable, in which case the bonuses shall be paid as soon as practicable thereafter or the amounts have been deferred by the eligible employee in accordance with applicable laws.

Interpretation. The Corporation intends for this Policy to be interpreted and construed to comply in all regards with the provisions of Section 409A of the Internal Revenue Code of 1986, as amended.

EX-10.5

Exhibit 10.5

Human Genome Sciences, Inc.

Stock Units Notice
under the
Non-Employee Director Equity Compensation Plan

     Name of Grantee:                                                            

This Notice evidences the award of stock units (each, a “Stock Unit,” and collectively, the “Stock Units”) of Human Genome Sciences, Inc., a Delaware corporation (the “Company”), that have been granted to you pursuant to the Human Genome Sciences, Inc. Non-Employee Director Equity Compensation Plan (the “Plan”) and conditioned upon your agreement to the terms of the [attached][Company’s standard form of] Stock Units Agreement (the “Agreement”)[.][, a copy of which was provided to you previously. You may obtain an additional copy of the Agreement by contacting the Company’s Secretary at 14200 Shady Grove Road, Rockville, Maryland 20850-3338 (Telephone: 301-251-6039).] This Notice constitutes part of and is subject to the terms and provisions of the Agreement and the Plan, which are incorporated by reference herein. Each Stock Unit represents the Company’s commitment to issue one share of the Company’s common stock at a future date, subject to the terms of the Agreement and the Plan.

Grant Date:                     

Number of Stock Units:                     

Vesting Schedule: All of the Stock Units are vested and nonforfeitable as of the Grant Date.

Human Genome Sciences, Inc. Date

I acknowledge that I have carefully read the Agreement and the prospectus for the Plan. I agree to be bound by all of the provisions set forth in those documents. I also consent to electronic delivery of all notices or other information with respect to the Stock Units or the Company.

Signature of Grantee Date

Human Genome Sciences, Inc.

Stock Units Agreement
under the
Non-Employee Director Equity Compensation Plan

     1. Terminology. Unless otherwise provided in this Agreement, capitalized terms used herein are defined in the Glossary at the end of this Agreement.

     2. Vesting. All of the Stock Units are vested and nonforfeitable as of the Grant Date.

     3. Restrictions on Transfer. Neither this Agreement nor any of the Stock Units may be assigned, transferred, pledged, hypothecated or disposed of in any way, whether by operation of law or otherwise, and the Stock Units shall not be subject to execution, attachment or similar process or in any other manner be made subject to a hedge transaction or puts and calls. All rights with respect to this Agreement and the Stock Units shall be exercisable during your lifetime only by you or your guardian or legal representative.

     4. Dividend Equivalent Payments. On each dividend payment date for each cash dividend paid on the outstanding Common Stock, the Company will credit a bookkeeping account in your name with dividend equivalents in the form of additional Stock Units, equal to the quotient, rounded to three decimal places, determined by dividing (a) the product of (i) the amount of cash dividend per share of Common Stock multiplied by (ii) the number of whole Stock Units credited to your account as of the record date, by (b) the Fair Market Value of a share of Common Stock on the dividend payment date. If your Stock Units have been settled after the record date but prior to the dividend payment date, any Stock Units that would be credited pursuant to the preceding sentence shall be settled on or as soon as practicable after the dividend payment date.

     5. Settlement of Stock Units. Except as provided below with respect to a Change in Control, your Stock Units will be settled automatically, via the issuance of Common Stock as described herein, upon your Termination Date. You are not required to make any monetary payment as a condition to settlement of the Stock Units. The Company will issue to you, in settlement of your Stock Units, the number of whole shares of Common Stock that equals the number of whole Stock Units, and the Stock Units will cease to be outstanding upon your receipt of such settlement payment. Upon issuance of such shares, the Company will deliver such shares on your behalf electronically to the Company’s designated stock plan administrator or such other broker as the Company may choose at its sole discretion, within reason. Fractional Stock Units will be settled in cash. In the event of your death, settlement of your Stock Units will be made in the same manner on behalf of your estate. Notwithstanding the foregoing, in the event of any transaction resulting in a Change in Control of the Company, your Stock Units will be settled at the time of the Change in Control, or as soon as practicable thereafter, but in no event later than the close of the calendar year in which the Change in Control occurs.

     6. Capital Adjustments. If the outstanding shares of Common Stock are increased or decreased or changed into or exchanged for a different number or kind of security by reason of any recapitalization, reclassification, stock split, reverse stock split, combination of shares, exchange of shares, stock dividend, or other distribution payable in capital stock, or other increase or decrease in the outstanding shares of Common Stock is effected without receipt of consideration by the Company occurring after the Grant Date and before your Stock Units have been settled, a proportionate and appropriate adjustment will be made in the number of Stock Units credited to your account, so that your proportionate interest immediately following such event shall, to the extent practicable, be the same as immediately before such event. Adjustments under this paragraph will be made by the Administrator, whose determination as to what adjustments, if any, will be made and the extent thereof will be final, binding and conclusive.

     7. Non-Guarantee of Directorship. Nothing in the Plan or in this Agreement, nor any action taken pursuant to the Plan, shall confer any right on you to continue in the service of the Company as a member of the Board of Directors or in any other capacity for any period of time or at a particular retainer

- 1 -

or other rate of compensation, or as limiting, interfering with or otherwise affecting the provisions of the Company’s charter, bylaws or the Delaware General Corporation Law relating to the removal of Directors.

     8. Rights as Stockholder. Except as otherwise provided in this Agreement with respect to dividend equivalent payments, neither you nor any other person claiming through you shall have any rights with respect to any shares of Common Stock subject to the Stock Units, including without limitation, any voting rights, unless and until such shares are duly issued and delivered to you.

     9. The Company’s Rights. The existence of the Stock Units shall not affect in any way the right or power of the Company or its stockholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issue of bonds, debentures, preferred or other stocks with preference ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of the Company’s assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise.

     10. Restrictions on Issuance of Shares. The issuance of shares of Common Stock upon settlement of the Stock Units shall be subject to and in compliance with all applicable requirements of federal, state or foreign law with respect to such securities. No shares of Common Stock may be issued hereunder if the issuance of such shares would constitute a violation of any applicable federal, state or foreign securities laws or other law or regulations or the requirements of any stock exchange or market system upon which the Common Stock may then be listed. The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance of any shares subject to the Stock Units shall relieve the Company of any liability in respect of the failure to issue such shares as to which such requisite authority shall not have been obtained. As a condition to the settlement of the Stock Units, the Company may require you to satisfy any qualifications that may be necessary or appropriate to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.

     11. Notices. All notices and other communications made or given pursuant to this Agreement shall be in writing and shall be sufficiently made or given if hand delivered or mailed by certified mail, addressed to you at the address contained in the records of the Company, or addressed to the Administrator, care of the Company for the attention of its Corporate Secretary at its principal executive office or, if the receiving party consents in advance, transmitted and received via telecopy or via such other electronic transmission mechanism as may be available to the parties.

     12. Entire Agreement. This Agreement, together with the relevant Notice, contains the entire agreement between the parties with respect to the Stock Units granted hereunder. Any oral or written agreements, representations, warranties, written inducements or other communications made prior to the execution of this Agreement with respect to the Stock Units granted hereunder shall be void and ineffective for all purposes.

     13. Amendment. This Agreement may be amended from time to time by the Administrator in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Stock Units as determined in the discretion of the Administrator, except as provided in the Plan or in a written document signed by each of the parties hereto.

     14. 409A Compliance.

          (a) This Agreement and the Stock Units granted hereunder are intended to comply with, or otherwise be exempt from, Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder.

          (b) The Company and grantee agree that they will execute any and all amendments to this Agreement or with respect to the Stock Units as they mutually agree in good faith may be necessary to ensure compliance with the provisions of Section 409A of the Code.

- 2 -

          (c) The preceding provisions, however, shall not be construed as a guarantee by the Company of any particular tax effect to you under this Agreement or with respect to the Stock Units. The Company shall not be liable to you for any payment made under this Agreement or with respect to the Stock Units, at your direction or with your consent, which is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under this Agreement or with respect to the Stock Units as an amount includible in gross income under Section 409A of the Code.

          (d) If you are a “specified employee” (as defined under Section 409A of the Code and determined in good faith by the Compensation Committee) when you attain your Termination Date and your Stock Units are to be settled on account of the occurrence of such Termination Date, settlement of your Stock Units will be made within 15 days after the end of the six-month period beginning on your Termination Date or, if earlier, within 15 days after the appointment of the personal representative or executor of your estate following your death.

     15. Conformity with Plan. This Agreement is intended to conform in all respects with, and is subject to all applicable provisions of, the Plan. Inconsistencies between this Agreement and the Plan shall be resolved in accordance with the terms of the Plan. In the event of any ambiguity in this Agreement or any matters as to which this Agreement is silent, the Plan shall govern. A copy of the Plan is available upon request to the Administrator.

     16. No Funding. This Agreement constitutes an unfunded and unsecured promise by the Company to issue shares of Common Stock in the future in accordance with its terms. You have the status of a general unsecured creditor of the Company as a result of receiving the grant of Stock Units. Any cash payment due under this Agreement with respect to dividend equivalent payments under Section 4 hereof will be paid from the general assets of the Company and nothing in this Agreement will be construed to give you or any other person rights to any specific assets of the Company.

     17. Governing Law. The validity, construction and effect of this Agreement, and of any determinations or decisions made by the Administrator relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of the State of Delaware, without regard to its provisions concerning the applicability of laws of other jurisdictions. Any suit with respect hereto will be brought in the federal or state courts in the district which includes the city or town in which the Company’s principal executive office is located, and you hereby agree and submit to the personal jurisdiction and venue thereof.

     18. Headings. The headings in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

     19. Electronic Delivery of Documents. By your signing the Notice, you (i) consent to the electronic delivery of this Agreement, all information with respect to the Plan and the Stock Units and any reports of the Company provided generally to the Company’s stockholders; (ii) acknowledge that you may receive from the Company a paper copy of any documents delivered electronically at no cost to you by contacting the Company by telephone or in writing; (iii) further acknowledge that you may revoke your consent to the electronic delivery of documents at any time by notifying the Company of such revoked consent by telephone, postal service or electronic mail; and (iv) further acknowledge that you understand that you are not required to consent to electronic delivery of documents.

{Glossary begins on next page}

- 3 -

GLOSSARY

          (a) “Administrator” means the Board of Directors of Human Genome Sciences, Inc. or such committee or committees appointed by the Board to administer the Plan.

          (b) “Affiliate” means any entity, whether now or hereafter existing, which controls, is controlled by, or is under common control with Human Genome Sciences, Inc. (including but not limited to joint ventures, limited liability companies and partnerships). For this purpose, “control” means ownership of 50% or more of the total combined voting power or value of all classes of stock or interests of the entity.

          (c) “Agreement” means this document, as amended from time to time, together with the Plan which is incorporated herein by reference.

          (d) “Change in Control” means the earliest to occur of any of the following events, construed in accordance with Section 409A of the Code:

               (i) Any one person or more than one person acting as a group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group, beneficial ownership of more than 50% of the total voting power of the Company’s then outstanding voting securities;

               (ii) A majority of the members of the Company’s Board of Directors is replaced during any 12-month period by directors whose appointment or election is not endorsed or approved by a majority of the members of the Board who were members of the Board prior to the initiation of the replacement; or

               (iii) Any one person or more than one person acting as a group acquires, or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or group, assets of the Company that have a total gross fair market value of 50% or more of the total gross fair market value of all of the assets of the Company immediately prior to the initiation of the acquisition.

          (e) “Code” means the Internal Revenue Code of 1986, as amended, and the Treasury regulations and other guidance promulgated thereunder.

          (f) “Common Stock” means the common stock, $0.01 par value per share, of Human Genome Sciences, Inc.

          (g) “Company” means Human Genome Sciences, Inc. and its Affiliates, except where the context otherwise requires. For purposes of determining whether a Change in Control has occurred, Company shall mean only Human Genome Sciences, Inc.

          (h) “Fair Market Value” has the meaning set forth in the Plan. The Plan generally defines Fair Market Value to mean the closing price on the relevant date as quoted on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading. If no public trading of the Common Stock occurs on the relevant date, the Fair Market Value will be determined as of the most recent preceding date on which trading of the Common Stock does occur.

          (i) “Grant Date” means the effective date of a grant of Stock Units made to you as set forth in the relevant Notice.

          (j) “Notice” means the statement, letter or other written notification provided to you by the Company setting forth the terms of a grant of Stock Units made to you.

          (k) “Plan” means the Human Genome Sciences, Inc. Non-Employee Director Equity Compensation Plan, as amended from time to time.

- 4 -

          (l) “Stock Unit” means the Company’s commitment to issue one share of Common Stock at a future date, subject to the terms of the Agreement and the Plan.

          (m) “Termination Date” means the date on which you cease to serve as a member of the Board of Directors and have otherwise incurred a “separation from service” within the meaning of Section 409A of the Code.

          (n) “You” or “Your” means the recipient of the Stock Units as reflected on the applicable Notice. Whenever the word “you” or “your” is used in any provision of this Agreement under circumstances where the provision should logically be construed, as determined by the Administrator, to apply to the estate, personal representative, or beneficiary to whom the Stock Units may be transferred by will or by the laws of descent and distribution, the words “you” and “your” shall be deemed to include such person.

{End of Agreement}

- 5 -