Amendment to Change of Control Agreement between Genaera Corporation and Michael J. Gast
This amendment updates the existing Change of Control Agreement between Genaera Corporation and Michael J. Gast. If a change of control occurs, all of Dr. Gast's unvested options and awards to acquire company securities will immediately vest, and all such options and awards will remain exercisable for their original terms. All other employment terms remain unchanged. Dr. Gast must sign and return the amendment to confirm acceptance.
Exhibit 10.5
August 11, 2008
Michael J. Gast, M.D., Ph.D.
c/o Genaera Corporation
5110 Campus Drive
Plymouth Meeting, PA 19462
| Re: | Amendment to Agreement in the Event of a Change of Control of Genaera Corporation |
Dear Mike:
The Change of Control Agreement dated March 9, 2006, as amended by letter agreement dated May 8, 2008, is hereby amended to add Paragraph 5(a)(i) to read as follows:
(i) If a Change of Control occurs, (a) all of your outstanding unvested options to purchase, or awards to acquire, securities of Genaera Corporation shall vest as of the date of the Change of Control; and (b) all of your outstanding options to purchase, or awards to acquire, securities of Genaera Corporation shall remain exercisable for 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.
Sincerely,
| /s/ John L. Armstrong, Jr. |
| John L. Armstrong, Jr. |
| President and Chief Executive Officer |
| Accepted: | /s/ Michael J. Gast | |
| Date: | August 13, 2008 | |
