Amendment to Employment Letter Agreement between Genaera Corporation and Michael J. Gast
This amendment updates the employment agreement between Genaera Corporation and Michael J. Gast. If Genaera terminates Dr. Gast's employment without cause, all of his unvested stock options and awards will immediately vest, and he will have up to 12 months (or the original option term, if shorter) to exercise them. All other terms of his employment remain unchanged. Dr. Gast must sign and return the amendment to confirm acceptance.
Exhibit 10.1
CONFIDENTIAL AND PRIVILEDGED
August 11, 2008
Michael J. Gast, M.D., Ph.D.
c/o Genaera Corporation
5110 Campus Drive
Plymouth Meeting, PA 19462
Dear Michael:
As discussed with you, Genaera proposes to amend your letter of employment dated March 9, 2006, as amended by letter agreement dated May 8, 2008. The following paragraph is hereby added as the new last paragraph:
“Additionally, if Genaera terminates your employment without cause (as defined in Genaera’s 2004 Stock Based Incentive Compensation Plan): (a) all of your outstanding unvested options to purchase, or awards to acquire, securities of Genaera Corporation shall vest as of the date of termination; and (b) all of your outstanding options to purchase, or awards to acquire, securities of Genaera Corporation shall remain exercisable for the shorter of twelve (12) months following the date of termination or the original term of such option to purchase, or award to acquire, securities of Genaera Corporation.”
Except as amended above, all other terms and conditions of your employment shall remain in full force and effect.
Please indicate your acceptance of this amendment by your signature below and return to Human Resources by August 15, 2008.
| /s/ John L. Armstrong, Jr. |
| John L. Armstrong, Jr. |
| President and Chief Executive Officer |
| Accepted: | /s/ Michael J. Gast | |
| Date: | August 13, 2008 | |
