EXHIBIT 10.115
CORTEX PHARMACEUTICALS,
INC.
AMENDMENT NO. 2 TO 2006 STOCK
INCENTIVE PLAN
This Amendment No. 2 to the
2006 Stock Incentive Plan (the “ Plan ”) of
Cortex Pharmaceuticals, Inc., a Delaware corporation (the “
Company ”), is made effective as of June 5,
2009.
WHEREAS, the Plan was established
and adopted effective March 30, 2006;
WHEREAS, the Company previously
amended the Plan effective as of May 9, 2007 (“
Amendment No. 1 ”);
WHEREAS, pursuant to
Section 12.1 of the Plan, on February 23, 2009, the Board
of Directors approved an increase in the number of shares
authorized for issuance under the Plan by 3,000,000 shares to
7,363,799 shares; and
WHEREAS, at the Company’s 2009
Annual Meeting of Stockholders held on June 5, 2009, the
Company’s stockholders approved the increase in the
authorized number of shares issuable under the Plan by 3,000,000
shares to 7,363,799 shares.
NOW, THEREFORE, BE IT RESOLVED, that
the Plan is hereby further amended as follows:
1. Sections 4.1(a) and (b) of
the Plan are hereby amended to read in their entirety as
follows:
“(a) The number of shares of
Common Stock that may be issued pursuant to Awards under the Plan
shall be the sum of: (i) six million eight hundred thousand
(6,800,000) shares; plus (ii) the number of shares of
Common Stock remaining available for issuance and not subject to
awards granted under the Cortex Pharmaceuticals, Inc. 1996 Stock
Incentive Plan (the
