EXHIBIT 10.18
NILE THERAPEUTICS,
INC.
AMENDMENT OF EMPLOYMENT
AGREEMENT
THIS AMENDMENT OF EMPLOYMENT
AGREEMENT (this “Amendment”) is entered into as of
March 10, 2009 (the “Effective Date”), between
Peter M. Strumph (“Employee”) and Nile Therapeutics,
Inc., a Delaware corporation (the
“Company”).
RECITALS
WHEREAS, Employee and the Company
entered into an Employment Agreement, dated as of May 11,
2007, as amended to date (the “Employment Agreement”),
which provides for, among other things, certain benefits upon a
change of control.
WHEREAS, the Company and Employee
have agreed to modify the definition of change of control as set
forth in this Amendment.
AGREEMENT
NOW THEREFORE, in consideration of
the foregoing and the mutual agreements contained herein and
intending to be legally bound hereby, the parties hereby agree that
the Employment Agreement shall be amended effective as of the
Effective Date to the extent necessary give effect to this
Amendment as follows:
1. Performance Bonus .
Section 5(c)(ii) of the Employment Agreement shall be amended
and restated in its entirety as follows:
“(ii) Notwithstanding
Section 5(c)(i)A and 5(c)(i)B above, no transaction shall be
considered a Change of Control under this Agreement, and no bonus
shall be paid or options vest, pursuant to this
Section 5(c):
A. if the stockholders existing
prior to such transaction(s) hold in the aggregate more than fifty
percent (50%) of the securities
