Exhibit
10.7
AMENDMENT NO. 2 TO
EMPLOYMENT AGREEMENT
This AMENDMENT
NO. 2 TO EMPLOYMENT AGREEMENT (this " Amendment ") is
entered into as of November 19, 2008 and shall be effective as of
October 1, 2008, by and between Manhattan Pharmaceuticals, Inc.
(the " Company ") and Douglas Abel (the " Executive
").
WITNESSETH THAT:
WHEREAS , the Company and the Executive entered into
that certain Employment Agreement, dated as of April 1, 2005 (the "
Agreement "), as amended on March 28, 2008 (“
Amendment No. 1 ”);
WHEREAS , the Company proposes to offer and sell (the
“ Offering ”) up to $2,500,000 of units (each a
“ Unit ” and collectively, the “
Units ”) consisting of (i) a senior secured note in
the principal amount of $5,000 (each a “ Note ”
and collectively, the “ Notes ”) and (ii) a
warrant to purchase up to a number of shares of the Company’s
common stock, $.001 par value per share, determined by dividing
300% of the principal amount of the Note by $.09, the exercise
price per share of the warrant;
WHEREAS , if $2,500,000 of Units are sold (the “
Maximum Amount ”), [ l ] (the “ Placement Agent ”)
has the option to sell an additional $1,000,000 of Units (the
“ Overallotment Amount ”) as part of the
Offering;
WHEREAS, the Company may hold a closing at any time after
subscriptions for at least $1,000,000 of Units have been received
and accepted and other conditions to the closing have been
satisfied (the “ First Closing ”);
WHEREAS, after the First Closing the Company may sell up
to the Maximum Amount (or any Overallotment Amount, if applicable)
until December 31, 2008 or, upon mutual agreement of the Company
and the Placement Agent, January 31, 2009 (the “
Expiration Date ”); provided that the final closing
(the “ Final Closing ”) shall occur no later
than 10 business days after the Expiration Date; and
WHEREAS, in connection with Offering, the Executive has
determined that it is in the best interest of the Company to
temporarily reduce his salary effective as of October 1, 2008 in
accordance with the terms of this Amendment until such time as the
Company shall have received at least $2,500,000 of gross proceeds
from the sale of the Units or other sales of securities (including
any warrant exercise) or from other revenue received by the Company
in the operation of its business or any combination of the
foregoing (collectively, the “ Qualified Payments
”).
NOW
THEREFORE , for and
in consideration of the foregoing, the Company and the Executive
hereby agree as follows:
1.
Section 4(a)
of the Agreement is hereby amended
and restated in its entirety to read as follows:
