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

The Board of Directors of Salix Pharmaceuticals, Ltd. (the "Company") has approved an amendment to the Company's 2005 Stock Plan (the "Plan") that will, with respect to future grants under the Plan, revise the definition of the term "Change in Control" in Section 2(d) of the Plan to provide that a Change in Control shall occur upon the consummation of a merger or similar transaction. The prior definition provided that a Change in Control shall occur upon equity holder approval of such a transaction.

Additionally, the Board of Directors amended Section 14(c) of the Plan to provide that the accelerated vesting of awards upon a Change in Control in which awards are assumed by the acquiror will only be triggered if, within three years following the Change in Control, a participant's employment with the Company or any Subsidiary thereof is terminated without "cause" or the participant resigns for "good reason" (to be defined in the awards).

The Plan, as amended and restated to date, is subject to approval by the Company's stockholders at its Annual Meeting of Stockholders to be held on June 18, 2009.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
10.50.1 2005 Stock Plan, As Amended

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