Vanda Pharmaceuticals Inc.
Exhibit 10.40
December 16, 2010
Dear Xxxx:
You and Vanda Pharmaceuticals, Inc. (the “Company”) entered into an employment agreement as of
May 22, 2009, (the “Employment Agreement”). To avoid potential adverse tax consequences imposed by
Section 409A of the Internal Revenue Code of 1986, as amended, the Employment Agreement is hereby
further amended as follows:
Section 6(b)(i) of the Employment Agreement is hereby amended and restated as follows:
(i)
Base Compensation. His Base Compensation for a period of 12 months
following the Separation (the “Continuation Period”). Such Base Compensation shall
be paid at the rate in effect at the time of the Separation and in accordance with
the Company’s standard payroll procedures. The salary continuation payments shall
commence on the Company’s first payroll that occurs on or following the
61st day after the Employee’s Separation, provided that the release of
claims described in Section 6(a) has become effective on or prior to the
60th day after the Employee’s Separation. Once such salary continuation
payments commence, the first installment thereof will include all amounts that would
have been paid had such payments commenced on the Separation date.
Section 6(b)(ii) of the Employment Agreement is hereby amended and restated as follows:
(ii) Target Bonus. An amount equal to his Annual Target Bonus at the rate in
effect at the time of the Separation. Such amount shall be payable in a lump sum on
the Company’s first payroll that occurs on or following the 61st day
after the Employee’s Separation, provided that the release of claims described in
Section 6(a) has become effective on or prior to the 60th day after the
Employee’s Separation.
Xxxx Xxxxxx, M.D.
December 16, 2010
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December 16, 2010
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You may indicate your agreement with this amendment of the Employment Agreement by
signing and dating the enclosed duplicate original of this letter agreement and returning
it to me. This letter agreement may be executed in two counterparts, each of which will be
deemed an original, but both of which together will constitute one and the same instrument.
| Very truly yours, Vanda Pharmaceuticals Inc. |
||||
| By: | /s/ Xxxxx X. Xxxxx 12/16/10 | |||
| Title: | SVP & CFO | |||
| I have read and accept this amendment: | ||
| /s/ Xxxx Xxxxxx, M.D. | ||
| Xxxx Xxxxxx, M.D. | ||
Dated:
|
16 Dec 2010 | |
