Amendment to Option Grant Agreements between Genaera Corporation and Michael J. Gast
Genaera Corporation and Michael J. Gast have agreed to amend Dr. Gast's outstanding stock option grant agreements. The amendment adds a provision stating that if there is any conflict between the option agreements and Dr. Gast's employment agreement with the company, the employment agreement will take precedence. All other terms of the original option agreements remain unchanged. Dr. Gast must sign and return the amendment to Human Resources by August 15, 2008.
Exhibit 10.9
CONFIDENTIAL AND PRIVILEDGED
August 11, 2008
Michael J. Gast, M.D., Ph.D.
c/o Genaera Corporation
5110 Campus Drive
Plymouth Meeting, PA 19462
| Re: | Amendment to Outstanding Option Grant Agreements |
Dear Michael:
Genaera is amending the outstanding Option Grant Agreements awarded to you, as listed on Schedule A, to hereby add the following language as new Item 12 to the Option Grant Agreements pertaining to the Amended 2004 Stock-Based Incentive Compensation Plan and the Amended 1998 Equity Compensation Plan:
Employment Agreement. In the event of any conflict between the terms of this Agreement and Grantee’s existing or future employment agreement with the Company, if any, the terms of such employment agreement shall control.
Except as amended above, all other terms and conditions of your Option Grant Agreements 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 | |
Schedule A
| Grant Date | Option Plan | Grant Price | Granted | ||||
| 9/26/2007 | 1998 Plan | $ | 2.98 | 275,000 | |||
| 3/20/2006 | 2004 Plan | $ | 8.04 | 16,667 | |||
| 7/17/2006 | 2004 Plan | $ | 3.12 | 4,167 | |||
| 12/12/2006 | 2004 Plan | $ | 2.22 | 16,667 | |||
| 5/18/2007 | 2004 Plan | $ | 2.75 | 100,000 | |||
