[GENAERA LETTERHEAD]
EXHIBIT 10.2
[GENAERA LETTERHEAD]
May 27, 2008
Michael J. Gast, M.D., Ph.D.
c/o Genaera Corporation
5110 Campus Drive
Plymouth Meeting, PA
19462
Dear Michael:
In conjunction with Genaera’s decision to implement initiatives designed to conserve cash into mid-2009, we have discussed and you have agreed, intending to be legally bound, to the following:
| • | A voluntary 10% reduction in base compensation. As such, effective June 1, 2008, your base salary will be $25,000.00 per month ($300,000/year); and |
| • | A voluntary forfeiture of cash incentives, including salary increases and discretionary bonus awards, for 2008. |
Please indicate your agreement with these changes by signing in the space provided below.
| Sincerely, | ||||||||
| /s/ John L. Armstrong, Jr. | ||||||||
| John L. Armstrong, Jr. | ||||||||
| President and Chief Executive Officer | ||||||||
| JLA/jlb | ||||||||
| Accepted: | /s/ Michael J. Gast | Date: | May 28, 2008 | |||||
