Exhibit
99.5


 


AMENDMENT
NO. 1 TO EMPLOYMENT AGREEMENT


 


This
Amendment No. 1 to Employment Agreement (the “Amendment”), dated as of July 31, 2020, is made by and between
RespireRx Pharmaceuticals Inc., a Delaware corporation (the “Company”) and Timothy Jones (the “Executive”)
(together, the “Parties”).


 


WHEREAS,
on May 6, 2020, the Parties entered into an Employment Agreement setting forth the terms and conditions of the Executive’s
employment with the Company (the “Employment Agreement”); and


 


WHEREAS,
the Parties now desire to amend the Employment Agreement by amending Section 6 thereof, with all other terms and conditions
of the Letter Agreement remaining unchanged and in full force and effect.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration,
the receipt and sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows:


 


1.
Section 6 of the Employment Agreement is hereby amended to include the currently missing designation of “6.1”
immediately prior to the provision entitled “Base Salary”.


 


2.
The previously undesignated Section 6.1 of the Employment Agreement is hereby amended and restated in its entirety to read as
follows:


 


“6.1
Base Salary. For all services rendered by Executive after the Provisional Term and through September 30, 2021, the Company
shall incur a payroll obligation to be accrued, if not otherwise paid, to Executive at an annual total base salary (as in effect
from time to time, the “Base Salary”) of $300,000. Until such time as at least $2,500,000 has been raised, which,
for the purposes of this Section 6, shall include cash actually received plus any reasonably certain and unqualified contractual
rights to receive cash within one year (“Threshold Amount”), such salary may be accrued and remain unpaid, at the
discretion of the Board. If $10,000,000 has been raised by September 30, 2021, the Executive’s Base Salary shall be increased
to $375,000; otherwise, Executive’s Base Salary shall remain at $300,000 annually until increased pursuant to this Agreement
or by the Board. If the Board determines that a sufficient amount of funds have been raised or is otherwise available to fund
the Company’s operations on an ongoing basis, Executive’s Base Salary shall be adjusted annually beginning on first
Renewal Date and each successive year during the Employment Term to compensate for changes in the cost of living. The amount of
each annual cost of living increase shall be the lesser of twice the rate determined for the prior calendar year by the “Consumer
Price Index for Urban Wage Earners and Clerical Workers (All Items) published by the bureau of Labor Statistics, U.S. Department
of Labor (1967 equals 100)” or 6.5%.”


 




    	 



     


    

 


3.
Section 6.2 of the Employment Agreement is hereby amended and restated in its entirety to read as follows:


 


“6.2
Guaranteed Bonus. After the Provisional Term, Executive shall be entitled to a guaranteed bonus of (i) $200,000 on October
31, 2020 if this Agreement remains in effect on such date, (ii) $200,000 on March 31, 2021, and (iii) $150,000 payable each six
months thereafter on March 31st and September 30th of each year, unless this Agreement is earlier terminated pursuant to Section
7.4. Until such time as the Threshold Amount has been raised, such guaranteed bonus may be accrued and remain unpaid, at the discretion
of the Board.


 


4.
Except as set forth explicitly in this Amendment, all other terms and conditions of the Employment Agreement remain unchanged
and in full force and effect. The Parties agree that the Employment Agreement together with this Amendment sets forth the
entire agreement between them pertaining to the subject matter hereof and supersedes all other previous and contemporaneous
understandings, communications or agreements between them, whether oral or written.


 


[Signature
Page Follows]


 




    	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.


 


	 	TIMOTHY
    JONES
	 	 	                        
	 	/s/ Timothy Jones
	 	 	 
	 	RESPIRERX
    PHARMACEUTICALS INC.
	 	 	 
	 	By:	/s/
    Jeff Eliot Margolis
	 	Name:	Jeff
    Eliot Margolis
	 	Title:	Senior
VP, CFO, Secretary and Treasurer



 


[Signature
Page to Amendment No. 1 to Employment Agreement]