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VANDA PHARMACEUTICALS INC. FILES (8-K) Disclosing Change in Directors or Principal Officers(Edgar Glimpses Via Acquire Media NewsEdge) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 2, 2013, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Vanda Pharmaceuticals Inc. (the "Company") awarded 2013 annual bonuses and equity incentive awards to and approved 2014 annual base salaries and 2014 bonus target amounts for certain of the Company's named executive officers. Prior to approving the foregoing, the Compensation Committee reviewed an analysis of the Company's executive compensation compared to the Company's peer group conducted by Towers Watson, a compensation consultant engaged by the Compensation Committee. The Compensation Committee awarded bonuses for performance for the twelve-month period ending December 31, 2013, in the amounts set forth opposite the names of the executive officers listed below. Name Position 2013 Bonus Mihael Polymeropoulos, M.D. President and Chief Executive Officer $ 354,063 Paolo Baroldi, M.D. Senior Vice President and Chief Medical Officer $ 160,000 James Kelly Senior Vice President, Chief Financial Officer, Secretary and Treasurer $ 157,500 The Compensation Committee approved 2014 annual base salaries and 2014 bonus target amounts for the twelve-month period ending December 31, 2014, in the amounts set forth opposite the names of the executive officers listed below. Name Position 2014 Base Salary 2014 Target Bonus Mihael Polymeropoulos, M.D. President and Chief Executive Officer $ 580,000 60% of 2014 Base Salary Paolo Baroldi, M.D. Senior Vice President and Chief Medical Officer $ 360,000 40% of 2014 Base Salary James Kelly Senior Vice President, Chief Financial Officer, Secretary and Treasurer $ 360,000 40% of 2014 Base Salary In addition, the Compensation Committee granted (i) options to purchase shares of the Company's common stock at an exercise price equal to $11.59 per share, the closing price of the Company's common stock on the Nasdaq Global Market on December 2, 2013, and (ii) restricted stock unit ("RSU") awards under the Company's 2006 Equity Incentive Plan to its executive officers in the amounts set forth opposite the names of the executive officers listed below. The options will vest in equal monthly installments over a period of four years from the date of the grant. The RSUs will vest in four equal annual installments beginning on January 1, 2015. Number of Shares Number of Shares Name Position Underlying Option Grant Underlying RSU Award Mihael President and Polymeropoulos, Chief Executive M.D. Officer 150,000 50,000 Paolo Baroldi, M.D. Senior Vice President and Chief Medical Officer 60,000 20,000 James Kelly Senior Vice President, Chief Financial Officer, Secretary and Treasurer 60,000 20,000 -------------------------------------------------------------------------------- |