Exhibit 10.58b
Third Amendment to Executive
Employment Agreement
This Third Amendment (the "Amendment") is made as
of January 1, 2008 by and between Ore Pharmaceuticals Inc.
(formerly named Gene Logic Inc.) , a Delaware corporation (the
"Company"), and Philip L. Rohrer, Jr. ("Rohrer").
The parties to this Amendment have previously
entered into an Executive Employment Agreement dated October 11,
1999 that was amended by a First Amendment dated as of October 24,
2006 (the "First Amendment") and a Second Amendment dated on May 8,
2007 but as of the 23rd day of February, 2007(the "Second
Amendment") (said agreement and previous amendments being herein
referred to collectively as the "Agreement").
On December 4, 2007, the Company's Board of
Directors approved certain changes to the terms of Rohrer's
Agreement and this Amendment is being executed to document those
changes and evidence the agreement of the parties to such terms.
Terms not otherwise defined herein shall have the meanings as
defined in the Agreement.
Therefore, the parties to this Amendment hereby
agree as follows:
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Base
Salary. Section 2 of the
Agreement is hereby amended by deleting the second sentence of
Section 2 that had been added by the Second Amendment and inserting
a new sentence as to read as follows:
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For each of
calendar years 2007 and 2008, Rohrer shall receive an annualized
base salary of $275,000.
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Incentive
Compensation. Subsection
4.1 is hereby amended by adding the following paragraph at the end
thereof as follows:
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For calendar year 2008, Rohrer shall receive
incentive compensation equal to 50% of his base salary, payable
within 2½ months after the end of 2008, so
long as Rohrer's employment by the Company on a full-time basis
continues through December 31, 2008. This payment is in lieu of any
other cash bonus or cash incentive compensation payment from the
Company for Rohrer's work during 2008 except as otherwise
specifically provided herein. If Rohrer's employment by the Company
on a full-time basis terminates prior to December 31, 2008, he
shall not be entitled to any incentive compensation payment for his
work in 2008 under this subsection, but may be entitled to
compensation under Section 7.2.1.
3. Equity
Awards. Section 4 is hereby amended by adding a new subsection
4.4 as follows:
4.4 Equity Awards. If the Company issues
new equity awards generally to its other senior officers in 2008,
Rohrer shall participate in such equity awards and receive an award
comparable to the awards given to other senior officers and at a
level commensurate with his position and subject to the other terms
generally applicable to any such award, adjusted to reflect the
term of his employment.
4.
Additional Bonus for Capital Investment. Section 4 is hereby
amended by adding a new subsection 4.5 as follows:
4.5 Additional Bonus. If the Company seeks
a significant new capital investment during 2008 from outside
investors and if the CFO plays a key role in obtaining such
investment, Rohrer in his role as Chief Financial Officer would
receive a success-based cash bonus of up to $200,000, the actual
amount to be determined by the Company's Board of Directors based
on the amount raised and the contribution of Rohrer to that
effort.
5.
Term. Section 6 is hereby amended by deleting the last
sentence thereof added by the Second Amendment and substituting in
lieu thereof the following:
Notwithstanding the above, from and after January
1, 2008, the term of employment hereunder shall be for a period
ending on December 31, 2008, subject to ren
