Amendment of Employment Agreement



 Exhibit 10.2 
 NILE THERAPEUTICS, INC. 
 AMENDMENT OF EMPLOYMENT AGREEMENT 
 THIS AMENDMENT OF EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of this 4
th day of March, 2008 (the “Effective Date”), between Peter M. Strumph (“Employee”) and Nile Therapeutics, Inc., a Delaware
corporation (the “Company”). 
 RECITALS 
 WHEREAS, Employee and the Company entered into an Employment Agreement, dated as of May 11, 2007 (the “Employment Agreement”), which provides for, among other things, the award of certain performance
options and cash bonuses. 
 WHEREAS, in light of continuously changing business conditions and objectives, the Employee and the Company wish
to amend the Employment Agreement in order to give the Board of Directors and the Compensation Committee the flexibility to set and modify certain performance goals, and the ability to (A) vest up to thirty three and one third percent
(33.33%) of the performance-based stock options in any year, or pro rata portion thereof for a period less than a full year, and (B) award a cash performance bonus ranging anywhere between zero dollars ($0) and one hundred fifty thousand
dollars ($150,000) in any year, or pro rata portion thereof for a period less than a full year. 
 AGREEMENT 
 NOW THEREFORE, in consideration of the foregoing and the mutual agreements contained herein and intending to be legally bound hereby, the parties hereby
agree that the Employment Agreement shall be amended effective as of the Effective Date to the extent necessary give effect to this Amendment as follows: 
 1. Performance Bonus. Section 5(b) of the Employment Agreement shall be replaced in its entirety with the following language: 
 “Performance Bonus. The Board of Directors or Compensation Committee shall have the discretion to pay the Executive an annual cash performance bonus ranging anywhere between zero dollars ($0) and one
hundred fifty thousand dollars ($150,000) (the “Performance Bonus”) in any year or pro rata portion thereof for periods less than a full year. The Board of Directors or Compensation Committee will be guided in part in the
determination of the amount of such Performance Bonus by the Executive’s achievement of certain annual corporate and individual milestones for a specified year, which are determined and may be modified by the Board of Directors or Compensation
Committee (the “Performance Milestones”) and delivered to Employee in writing; provided, that, in any calendar year in which the Executive has worked for less than a full calendar year, the Board of Directors or
Compensation Committee may prorate the Performance Bonus accordingly.” 
 2. Performance Options. Section 5(e)(ii) of the
Employment Agreement shall be replaced in its entirety with the following language: 
 “Performance Options. The Company shall
grant to the Executive stock options pursuant to that certain Incentive Stock Option Agreement, dated as of September 17, 2007, as amended.” 







 3. Continuation of Other Terms. Except as set forth herein, all other terms and conditions of the
Employment Agreement shall remain in full force and effect. 
 4. Complete Agreement. This Amendment and the Employment Agreement
together constitute the entire agreement between Employee and the Company with respect to the employment of Employee by the Company and they are the complete, final and exclusive embodiment of their agreement with regard to this subject matter. This
Amendment is entered into without reliance on any promise or representation other than those expressly contained herein. 
 5. Further
Assurances. The Employee agrees to promptly take, or cause to be taken and to do, or cause to be done, acts (including signing all documents, agreement or instruments) necessary, proper or advisable to consummate and make effective the
transactions contemplated hereby as reasonably requested by the Company or any affiliate thereof. 
 6. Applicable Law. This Amendment
shall be governed by the law of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within the State of California. 
 (Signature Page Follows) 
  

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

			
	NILE THERAPEUTICS, INC.
		
	By:	 	/s/ Daron Evans
	Name:	 	Daron Evans
	Title	 	Chief Financial Officer


  

			
	EMPLOYEE
	
	/s/ Peter M. Strumph
	Peter M. Strumph


  

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