exv10w2






Exhibit 10.2









December 17, 2008




Louis J. Arcudi, III

c/o Idera Pharmaceuticals, Inc.

167 Sidney Street

Cambridge, MA 02139




Dear Lou:



In order to ensure compliance with Section 409A of the Internal Revenue Code, Idera
Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and you hereby agree to amend the
employment letter agreement dated November 8, 2007 by and between the Company and you (the
“Agreement”) as follows:





	1.	 	Amendment of Section 2. Section 2 of the Agreement shall be amended by adding the
following sentence at the end thereof:






“Any bonus earned by you and approved by the Board under this Section 2 shall be
paid to you no later than March 15th of the calendar year following
the calendar year in which such bonus is earned and approved by the Board under
this Section 2.”




	2.	 	Amendment of Section 5. Section 5 of the Agreement shall be amended by deleting the
last sentence of the first paragraph thereof and inserting in lieu therefor the following
sentence:






“Notwithstanding the foregoing, the Company’s obligations to make such payments
and provide such benefits shall be contingent upon your execution of a release
in a form reasonably acceptable to the Company within 30 days of the date of
your termination of employment, and such payments and benefits shall be paid or
provided no later than 30 days thereafter if you have not revoked the release
prior to such date; provided, however, that if the 30th day after termination
occurs in the calendar year following the year of termination, the severance
payments shall be paid or commence no earlier than January 1 of such subsequent
calendar year (whether or not the release is executed prior to such date).”




	3.	 	Addition of New Section 12. The Agreement shall be amended by inserting a new
Section 12, which shall read in its entirety as follows:






“12. Compliance with Section 409A. Subject to the provisions in this
Section 12, any severance payments or benefits under this offer letter
(including under paragraph 5 hereof) shall begin only upon the date of your
“separation from service” (determined as set forth below) which occurs on or
after the date of



 









 






termination of your employment. The following rules shall apply with respect to distribution of the payments and benefits, if any, to be provided to you
under this offer letter:




(a) It is intended that each installment of the severance payments and benefits
provided under this offer letter shall be treated as a separate “payment” for
purposes of Section 409A of the Internal Revenue Code and the guidance issued
thereunder (“Section 409A”). Neither the Company nor you shall have the right
to accelerate or defer the delivery of any such payments or benefits except to
the extent specifically permitted or required by Section 409A.




(b) If, as of the date of your “separation from service” from the Company, you
are not a “specified employee” (within the meaning of Section 409A), then each
installment of the severance payments and benefits shall be made on the dates
and terms set forth in this offer letter.




(c) If, as of the date of your “separation from service” from the Company, you
are a “specified employee” (within the meaning of Section 409A), then:




          (i) Each installment of the severance payments and benefits due under this
offer letter that, in accordance with the dates and terms set forth herein, will
in all circumstances, regardless of when the separation from service occurs, be
paid within the Short-Term Deferral Period (as hereinafter defined) shall be
treated as a short-term deferral within the meaning of Treasury Regulation
Section 1.409A-1(b)(4) to the maximum extent permissible under Section 409A.
For purposes of this offer letter, the “Short-Term Deferral Period” means the
period ending on the later of the fifteenth day of the third month following the
end of your tax year in which the separation from service occurs and the
fifteenth day of the third month following the end of the Company’s tax year in
which the separation from service occurs; and




          (ii) Each installment of the severance payments and benefits due under
this offer letter that is not described in Section 12(c)(i) above and that
would, absent this subsection, be paid within the six-month period following
your “separation from service” from the Company shall not be paid until the date
that is six months and one day after such separation from service (or, if
earlier, your death), with any such installments that are required to be delayed
being accumulated during the six-month period and paid in a lump sum on the date
that is six months and one day following your separation from service and any
subsequent installments, if any, being paid in accordance with the dates and
terms set forth herein; provided, however, that the preceding
provisions of this sentence shall not apply to any installment of severance
payments and benefits if and to the maximum extent that such installment is
deemed to be paid under a separation pay plan that does not provide for a
deferral of compensation by reason of the application of Treasury



Page 2









 






Regulation 1.409A-1(b)(9)(iii) (relating to separation pay upon an involuntary
separation from service). Any installments that qualify for the exception under
Treasury Regulation Section 1.409A-1(b)(9)(iii) must be paid no later than the
last day of your second taxable year following your taxable year in which the
separation from service occurs.




(d) The determination of whether and when your separation from service from the
Company has occurred shall be made in a manner consistent with, and based on the
presumptions set forth in, Treasury Regulation Section 1.409A-1(h). Solely for
purposes of this Section 12(d), “Company” shall include all persons with whom
the Company would be considered a single employer under Section 414(b) and
414(c) of the Code.




(e) All reimbursements and in-kind benefits provided under this offer letter
shall be made or provided in accordance with the requirements of Section 409A to
the extent that such reimbursements or in-kind benefits are subject to Section
409A, including, where applicable, the requirements that (i) any reimbursement
is for expenses incurred during Employee’s lifetime (or during a shorter period
of time specified in this Agreement), (ii) the amount of expenses eligible for
reimbursement during a calendar year may not affect the expenses eligible for
reimbursement in any other calendar year, (iii) the reimbursement of an eligible
expense will be made on or before the last day of the calendar year following
the year in which the expense is incurred and (iv) the right to reimbursement is
not subject to set off or liquidation or exchange for any other benefit.




(f) Notwithstanding anything herein to the contrary, the Company shall have no
liability to you or to any other person if the payments and benefits provided
hereunder that are intended to be exempt from or compliant with Section 409A are
not so exempt or compliant.”



Page 3









 





Except as modified by this letter, all other terms and conditions of the Agreement shall remain in
full force and effect. This letter may be executed in counterparts, each of which shall be deemed
to be an original, and all of which shall constitute one and the same document.




	 	 	 	 	 
	 	Very truly yours,




IDERA PHARMACEUTICALS, INC.

 	 
	 	By:  	     /s/SUDHIR AGRAWAL
 	 
	 	 	     Sudhir Agrawal, Chief Executive Officer 	 
	 	 	 	 
	 



	 	 	 
	Acknowledged and agreed:
	 	 
	 
	 	 
	/s/ LOUIS J. ARCUDI, III
 

Louis J. Arcudi, III

	 	 







Page 4