THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT
This Third
Amendment to Employment Agreement (the “Third
Amendment”) is executed and dated effective as of the 11th
day of March, 2009 between Repros Therapeutics Inc., a Delaware
corporation (the “Company”) and Joseph S. Podolski (the
“Employee”).
WHEREAS, the
Company and Employee entered into an Employment Agreement dated as
of January 1, 1993, as amended by the First Amendment to
Employment Agreement dated January 31, 2001 and the Second
Amendment to Employment Agreement dated October 29, 2002 (as
amended, the “Employment Agreement”), which has been
renewed for successive one year terms after the Initial Term
pursuant to its terms;
WHEREAS, on
February 18, 2009, the Board of Directors elected Paul
Lammers, MD, MSc, to the position of President, which had
previously been occupied by the Employee;
WHEREAS, since
Mr. Lammers, as President, will be performing duties
traditionally done by Employee, the Company and Employee wish to
amend certain provisions of the Employment Agreement to clarify
Employee’s current position and duties; and
WHEREAS, the
Company and Employee also wish to amend certain provisions of the
Employment Agreement to extend Employee’s term and provide
Employee with certain additional rights;
NOW THEREFORE, in
consideration of the foregoing and the mutual covenants herein, the
parties hereto agree as follows:
1. Capitalized
terms used but not defined herein have the respective meanings set
forth in the Employment Agreement.
2. Section 2
of the Employment Agreement is hereby amended by replacing it in
its entirety with the following:
“ Term
of Employment . The remaining Term of this Agreement is hereby
fixed at the period commencing on the date hereof and continuing
through May 31, 2012 (the “Remaining Term”),
unless previously terminated by the Company or Employee prior to
such date pursuant to the terms of Section 6
hereof.”
3. Section 3(a)
of the Employment Agreement is hereby amended by replacing it in
its entirety with the following:
“The
Employee shall be employed by the Company as its Chief Executive
Officer. At all times, the Employee shall serve under the direction
of the Board of Directors and shall perform such services as the
Board of Direct
