Vanda Pharmaceuticals Inc.
Exhibit 10.39
December 16, 2010
Xxxxxx X. Xxxxxxxxxxxxxx, M.D.
c/o Vanda Pharmaceuticals Inc.
0000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
c/o Vanda Pharmaceuticals Inc.
0000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, XX 00000
Dear Mihael:
You and Vanda Pharmaceuticals, Inc. (the “Company”) entered into an employment agreement as of
February 10, 2005, as amended and restated as of November 4, 2008 and further amended and restated
as of December 16, 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(a) of the Employment Agreement is hereby amended and restated as follows:
(a) General Release. Any other provision of this Agreement
notwithstanding, Subsections (b), (c) and (d) below shall not apply unless the
Employee (i) has executed a general release (in a form prescribed by the
Company) of all known and unknown claims that he may then have against the
Company or persons affiliated with the Company and (ii) has agreed not to
prosecute any legal action or other proceeding based upon any of such claims.
The Company shall deliver the form of release to the Employee within 5 days
after his Separation. The Employee shall execute the release within the period set
forth in the form, which shall be no later than 50 days after the Employee’s
Separation.
Section 6(b)(i) of the Employment Agreement is hereby amended and restated as follows:
(b) 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.
Xxxxxx X. Xxxxxxxxxxxxxx, M.D.
December 16, 2010
Page 2
December 16, 2010
Page 2
The last sentence of Section 6(b)(ii) of the Employment Agreement is hereby amended and
restated as follows:
The Severance Bonus shall be payable 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.
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/ Xxxxxx X. Xxxxxxxxxxxxxx | ||
| Xxxxxx X. Xxxxxxxxxxxxxx, M.D. | ||
Dated:
|
12/16/2010 | |
