exv10w29






Exhibit 10.29




Vanda Pharmaceuticals Inc.

9605 Medical Center Drive, Suite 300

Rockville, MD 20850




December 17, 2008




Stephanie Irish




Dear Stephanie:




     Effective immediately, Vanda Pharmaceuticals Inc. (the “Company”) will provide you with the
following severance protection:



     1. General. If the Company terminates your employment for any reason other than Cause or
Permanent Disability and a Separation occurs, then you will be entitled to the benefits described
in this letter.1 However, this letter will not apply unless you (a) have returned all
Company property in your possession and (b) have executed a general release of all claims that you
may have against the Company or persons affiliated with the Company. The release must be in the
form prescribed by the Company, without alterations. The Company will deliver the form to you
within five business days after your Separation. You must execute and return the release within
the period set forth in the prescribed form.



     2. Salary Continuation. If the Company terminates your employment for any reason other than
Cause or Permanent Disability and a Separation occurs, then the Company will continue to pay your
base salary for a period of three months after your Separation. Your base salary will be paid at
the rate in effect at the time of your Separation and in accordance with the Company’s standard
payroll procedures. The salary continuation payments will commence not later than 30 days after
the last date for returning the release described in Section 1 above. The amount of the salary
continuation payments under this Section 2 will be reduced by the amount of any severance pay or
pay in lieu of notice that you receive from the Company under a federal or state statute
(including, without limitation, the WARN Act).



     3. COBRA. If the Company terminates your employment for any reason other than Cause or
Permanent Disability, a Separation occurs, and you elect to continue your health insurance coverage
under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following your Separation, then
the Company will pay the same portion of your monthly premium under COBRA as it pays for active
employees until the earliest of (a) the close of the six-month period following your Separation,
(b) the expiration of your continuation coverage under COBRA or (c) the date when you become
eligible for substantially equivalent health insurance coverage in connection with new employment
or self-employment.



     4. Options. If the Company terminates your employment for any reason other than Cause or
Permanent Disability and a Separation occurs, then (a) the vested portion of the shares subject to
each of your options will be determined by adding three months to the actual





 




			
	1	 	Several capitalized terms are defined below.




 









 










Stephanie Irish

December 17, 2008

Page 2



period of service that you have completed with the Company and (b) each of your options will
be exercisable for six months (rather than three months) after your termination date.




     5. Tax Matters.



     (a) Withholding. All forms of compensation referred to in this letter are subject to
reduction to reflect applicable withholding and payroll taxes and other deductions required by law.



     (b) Section 409A. For purposes of Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), each salary continuation payment under Section 2 is hereby designated as a
separate payment. If the Company determines that you are a “specified employee” under Section
409A(a)(2)(B)(i) of the Code at the time of your Separation, then (i) the salary continuation
payments under Section 2, to the extent that they are subject to Section 409A of the Code, will
commence during the seventh month after your Separation and (ii) the installments that otherwise
would have been paid during the first six months after your Separation will be paid in a lump sum
when the salary continuation payments commence.



     6. Definitions. The following terms have the meaning set forth below wherever they are used
in this letter:



     “Cause” means (a) your unauthorized use or disclosure of the Company’s confidential
information or trade secrets, which use or disclosure causes material harm to the Company, (b) your
material breach of any agreement between you and the Company, (c) your material failure to comply
with the Company’s written policies or rules, (d) your conviction of, or your plea of “guilty” or
“no contest” to, a felony under the laws of the United States or any State, (e) your gross
negligence or willful misconduct, (f) your continuing failure to perform assigned duties after
receiving written notification of the failure from the Company or (g) your failure to cooperate in
good faith with a governmental or internal investigation of the Company or its directors, officers
or employees, if the Company has requested your cooperation.



     “Permanent Disability” means that you are unable to perform the essential functions of your
position, with or without reasonable accommodation, for a period of at least 120 consecutive days
because of a physical or mental impairment.



     “Separation” means a “separation from service,” as defined in the regulations under Section
409A of the Code.



*   *   *   *   *




 









 








Stephanie Irish

December 17, 2008

Page 3




     If you have any questions, please call me at 240-599-4500.



	 	 	 	 	 	 	 
	 	 	Very truly yours,	 	 
	 
	 	 	 	 	 	 
	 	 	Vanda Pharmaceuticals Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Mihael H. Polymeropoulos
 

	 	 
	 	 	Title: Chief Executive Officer	 	 





I have read and accept this employment offer:




	 	 	 
	/s/ Stephanie Irish
 


	 	 
	Signature of Employee