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EXHIBIT
10.109
FOURTH AMENDMENT TO
EMPLOYMENT AGREEMENT
This Fourth Amendment to
Employment Agreement (the “Amendment”) is entered into
as of July 11, 2008, to be effective August 13, 2008 (the
“Effective Date”), between Roger G. Stoll, Ph.D. (the
“Executive”) and Cortex Pharmaceuticals, Inc. (the
“Company”).
RECITALS
On October 29, 2002, the
Company and the Executive entered into an Employment Agreement,
which the parties subsequently amended on April 8,
2003, November 10, 2004 and August 13, 2005 (as
amended, the “Agreement”).
The Executive served as the
Company’s President and Chief Executive Officer pursuant to
the terms of the Agreement, and the parties wish to amend the
Agreement pursuant to the terms and conditions set forth
below.
AGREEMENT
NOW THEREFORE, in
consideration of the foregoing and the mutual agreements contained
herein, the parties hereby agree as follows effective as of the
Effective Date. Except as otherwise defined herein, capitalized
terms shall have the meanings assigned to them in the
Agreement.
1. The first sentence of
Section 1 of the Agreement shall be amended in its entirety to
read as follows:
“ Engagement .
During the term of this Agreement, the Company hereby employs the
Executive as its Executive Chairman, reporting to the
Company’s Board of Directors, and the Executive hereby
accepts such employment, on the terms and conditions hereinafter
set forth.”
2. Section 2 of the
Agreement shall be amended in its entirety to read as
follows:
“ Term
. The term of this Agreement shall expire on August 13,
2009.”
3. Section 3 of the
Agreement shall be amended in its entirety to read as
follows:
“ Duties .
During the term of this Agreement, the Executive shall serve as the
Company’s Executive Chairman, and shall have such duties and
responsibilities as are set forth in the Company’s Bylaws and
such other executive responsibilities as may be assigned to him
from time to time by the Board of Directors. In particular and
without limitation, the Executive’s duties shall include
using diligent efforts as appropriate to (i) assist in raising
additional equity capital and research and development funds for
the Company, (ii) act as the Chair of the Company’s
Executive Committee meetings, (iii) be responsible for
stockholder relations and maintain relationships with analysts and
fund managers, (iv) develop relationships with potential
corporate partners for the licensing, development and
commercialization of the Company’s
technologies, and (v) lead any
merger and acquisition activities involving the Company. The
Executive shall use his best efforts and shall act in good faith in
performing all duties reasonably required to be performed by him
under this Agreement.”
4. The first two sentences of
Section 5(e) of the Agreement shall be amended in their
entirety to read as follows:
“(e) To allow the
Executive to have five (5) days of paid time off each month
during the term of this Agreement. The Company and the
Executive agree that time devoted by the Executive toward travel
to, and attendance at, scientific meetings, boards of director
meetings, and trips to meet with business leaders at trade
associations shall not constitute paid time off.”
5. Section 8(b) of the
Agreement shall be amended in its entirety to read as
follows:
“(b) The Executive may
terminate his employment under this Agreement at any time for
“Good Reason” (as hereinafter defined) upon notice to
the Company as described in Section 9(b). As used herein, the
term “Good Reason” shall mean only (i) the
Company’s breach of any of the material terms of this
Agreement, (ii) a material reduction in the Executive’s
title or a material reduction or alteration of the duties of the
Executive,
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