delays in the completion of our clinical trials

Very truly yours,

Vanda Pharmaceuticals Inc.

/s/ Mihael H. Polymeropoulos

Chief Executive Officer

EX-10.30 9 w73153exv10w30.htm EXHIBIT 10.30 exv10w30

Exhibit 10.30

Vanda Pharmaceuticals Inc.
9605 Medical Center Drive, Suite 300
Rockville, MD 20850

December 1, 2008

Mr. Albert Gianchetti

Dear Al:

This letter (the “Agreement”) confirms the agreement between you and Vanda Pharmaceuticals Inc. (the “Company”) regarding the termination of your employment with the Company.

1. Termination Date. Your employment with the Company will terminate on December 1, 2008 (the “Termination Date”).

2. Effective Date and Revocation. You have up to 21 days after you receive this Agreement to review it. You are advised to consult an attorney of your own choosing (at your own expense) before signing this Agreement. Furthermore, you have up to seven days after you sign this Agreement to revoke it. If you wish to revoke this Agreement after signing it, you may do so by delivering a letter of revocation to me. If you do not revoke this Agreement, the eighth day after the date you sign it will be the “Effective Date.” Because of the seven-day revocation period, no part of this Agreement will become effective or enforceable until the Effective Date.

3. Salary and Vacation Pay. On the Termination Date, the Company will pay you $1,179.96 (less all applicable withholding taxes and other deductions). This amount represents all of your salary earned through the Termination Date. On December 15, 2008, the Company will pay you $10,619.64 (less all applicable withholding taxes and other deductions). This amount represents all of your accrued but unused vacation time. You acknowledge that, prior to the execution of this Agreement, you were not entitled to receive any additional money from the Company and that the only payments and benefits that you are entitled to receive from the Company in the future are those specified in this Agreement.

4. Bonus. Although you otherwise would not have been entitled to receive any bonus for 2008, the Company will pay you $76,700 (less all applicable withholding taxes and other deductions) on December 15, 2008. This amount represents 100% of your target bonus for 2008.

5. Severance Pay. Although you otherwise would not have been entitled to receive any severance pay from the Company, the Company will continue paying you an amount equal to your current base salary (less all applicable withholding taxes) for 12 months in accordance with the Company’s standard payroll procedures, starting after the Effective Date. The aggregate amount of these severance payments is equal to $306,800 (less all applicable

Mr. Albert Gianchetti
December 1, 2008
Page 2

withholding taxes). If you breach any provision of this Agreement, no additional severance payments will be made but this Agreement will remain in effect.

6. COBRA Premiums. You will receive information about your right to continue your group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) after the Termination Date. In order to continue your coverage, you must file the required election form. If you sign this Agreement and elect to continue group health insurance coverage, then the Company will pay the employer portion of the monthly premium under COBRA for yourself and, if applicable, your dependents until the earliest of (a) the end of the period of 12 months following the month in which the Termination Date occurs, (b) the expiration of your continuation coverage under COBRA or (c) the date when you become eligible for health insurance in connection with new employment or self-employment. You acknowledge that you otherwise would not have been entitled to any continuation of Company-paid health insurance.

7. Stock Options. On October 25, 2007, the Company granted you an option to purchase 90,000 shares of its Common Stock (the “First Option”). As of the Termination Date, you will be vested in 24,374 of the shares that are subject to the First Option. On January 4, 2008, the Company granted you an option to purchase 100,000 shares of its Common Stock (the “Second Option” and, together with the First Option, the “Options”). As of the Termination Date, you will be vested in 20,833 of the shares that are subject to the Second Option. The Options are exercisable with respect to the vested shares at any time until the date three months after the Termination Date. The Options will expire with respect to the vested shares on the date three months after the Termination Date, and they will expire with respect to the unvested shares on the Termination Date. The Stock Option Agreements relating to the Options will remain in full force and effect, and you agree to remain bound by these Agreements. Any other Stock Option Agreements between you and the Company will also remain in full force and effect. You acknowledge and agree that you have no rights relating to the Company’s stock other than those enumerated in this Section 7 and in Section 8.

8. Restricted Shares. On October 25, 2007, the Company granted you 3,000 restricted shares of its Common Stock (the “Shares”). As of the Termination Date, you will be vested in 750 of the Shares. The remaining Shares will be forfeited on the Termination Date. The Stock Purchase Agreement relating to the Shares will remain in full force and effect, and you agree to remain bound by this Agreement. Any other Stock Purchase Agreements between you and the Company will also remain in full force and effect.

9. Release of All Claims. In consideration for receiving the severance benefits described above, to the fullest extent permitted by law, you waive, release and promise never to assert any claims or causes of action, whether or not now known, against the Company or its predecessors, successors or past or present subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans with respect to any matter, including (without limitation) any matter related to your employment with the Company or the termination of that employment, including (without limitation) claims to attorneys’ fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation,

Mr. Albert Gianchetti
December 1, 2008
Page 3

invasion of privacy, fraud, breach of contract or breach of the covenant of good faith and fair dealing and any claims of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act and all other laws and regulations relating to employment. However, this release covers only those claims that arose prior to the execution of this Agreement and only those claims that may be waived by applicable law. Execution of this Agreement does not bar any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement.

10. No Admission. Nothing contained in this Agreement will constitute or be treated as an admission by you or the Company of liability, any wrongdoing or any violation of law.

11. Other Agreements. At all times in the future, you will remain bound by your Proprietary Information and Inventions Agreement with the Company, which you signed on October 25, 2007, and a copy of which is attached as Exhibit A. Except as expressly provided in this Agreement, this Agreement renders null and void all prior agreements between you and the Company and constitutes the entire agreement between you and the Company regarding the subject matter of this Agreement. This Agreement may be modified only in a written document signed by you and a duly authorized officer of the Company.

12. Company Property. You represent that you have returned to the Company all property that belongs to the Company, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company.

13. Confidentiality of Agreement. You agree that you will not disclose to others the existence or terms of this Agreement, except that you may disclose such information to your spouse, attorney or tax adviser if such individuals agree that they will not disclose to others the existence or terms of this Agreement.

14. No Disparagement. You agree that you will never make any negative or disparaging statements (orally or in writing) about the Company or its stockholders, directors, officers, employees, products, services or business practices, except as required by law.

15. Severability. If any term of this Agreement is held to be invalid, void or unenforceable, the remainder of this Agreement will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result.

16. Choice of Law. This Agreement will be construed and interpreted in accordance with the laws of the State of Maryland (other than their choice-of-law provisions).

17. Execution. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement.

Mr. Albert Gianchetti
December 1, 2008
Page 2

Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.

Please indicate your agreement with these terms by signing below and returning this document to me.

I agree to the terms of this Agreement, and I am voluntarily signing this release of all claims. I acknowledge that I have read and understand this Agreement, and I understand that I cannot pursue any of the claims and rights that I have waived in this Agreement at any time in the future.


/s/ Albert Gianchetti
Signature of Albert Gianchetti