Amendment to Employment Letter Agreement between Genaera Corporation and Leanne M. Kelly
This amendment updates the employment agreement between Genaera Corporation and Leanne M. Kelly. It states that if Ms. Kelly is terminated without cause, all her unvested stock options and awards will immediately vest, and she will have up to 12 months (or the original term, if shorter) to exercise them. All other terms of her employment remain unchanged. The amendment is effective upon Ms. Kelly's acceptance and signature.
Exhibit 10.2
CONFIDENTIAL AND PRIVILEDGED
August 11, 2008
Leanne M. Kelly
c/o Genaera Corporation
5110 Campus Drive
Plymouth Meeting, PA 19462
Dear Leanne:
As discussed with you, Genaera proposes to amend your letter of employment dated November 22, 2002, 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/ Leanne M. Kelly | |
| Date: | August 13, 2008 | |
