Amendment No. 3 to 2006 Stock Incentive Plan of Cortex Pharmaceuticals, Inc.


 Exhibit 10.118 

CORTEX PHARMACEUTICALS, INC. 

AMENDMENT NO. 3 TO 2006 STOCK INCENTIVE PLAN 

This Amendment No. 3 to the 2006 Stock Incentive Plan (the “Plan”) of Cortex Pharmaceuticals, Inc., a Delaware
corporation (the “Company”), is made effective as of May 19, 2010. 
 WHEREAS, the Plan was established
and adopted effective March 30, 2006; 
 WHEREAS, the Company previously amended the Plan effective as of May 9, 2007
(“Amendment No. 1”) and June 5, 2009 (“Amendment No. 2”), respectively; 

WHEREAS, pursuant to Section 12.1 of the Plan, on March 3, 2010, the Board of Directors approved an increase in the number of
shares authorized for issuance under the Plan by 2,500,000 shares to 9,863,799 shares; and 
 WHEREAS, at the Company’s
2010 Annual Meeting of Stockholders held on May 19, 2010, the Company’s stockholders approved the increase in the authorized number of shares issuable under the Plan by 2,500,000 shares to 9,863,799 shares. 

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby further amended as follows: 

1. Sections 4.1(a) and (b) of the Plan are hereby amended to read in their entirety as follows: 

“(a) The number of shares of Common Stock that may be issued pursuant to Awards under the Plan shall be the sum of:
(i) nine million three hundred thousand (9,300,000) shares; plus (ii) the number of shares of Common Stock remaining available for issuance and not subject to awards granted under the Cortex Pharmaceuticals, Inc. 1996 Stock Incentive
Plan (the “Existing Plan”) as of the Effective Date. The foregoing limitations shall be subject to adjustment as to the number and kind of shares pursuant to Section 4.2 hereof. In the event that (a) all or any portion of any
Option granted under the Plan can no longer under any circumstances be exercised, or (b) any shares of Common Stock subject to an Award Agreement are reacquired by the Company, the shares of Common Stock allocable to the unexercised portion of
such Option or the shares so reacquired shall again be available for grant or issuance under the Plan. 
 As of
the Effective Date, there were five hundred sixty-three thousand, seven hundred and ninety-nine (563,799) shares of Common Stock available for issuance under the Existing Plan. Accordingly, the maximum number of shares of Common Stock that
could be issued pursuant to Awards under the Plan is nine million eight hundred sixty-three thousand seven hundred ninety-nine (9,863,799) shares of Common Stock, subject to adjustment as to the number and kind of shares pursuant to
Section 4.2 hereof. 
 (b) The maximum number of shares of Common Stock that may be issued under the Plan as
Incentive Options shall be nine million eight hundred sixty-three thousand seven hundred ninety-nine (9,863,799) shares, subject to adjustment as to the number and kind of shares pursuant to Section 4.2 hereof.” 

2. Unless otherwise amended as set forth herein, the terms and provisions of the Plan, as amended by Amendment No. 1 and Amendment
No. 2, shall remain in full force and effect. 






 IN WITNESS WHEREOF, Cortex Pharmaceuticals, Inc. has caused its duly authorized officer to
execute this amendment as of the date first set forth above. 
  

			
	CORTEX PHARMACEUTICALS, INC.
		
	By:	 	 /s/ Maria S. Messinger

		 	Maria S. Messinger
		 	 Vice President, Chief Financial Officer

and Corporate Secretary