a5915889ex10_58b.htm


    Exhibit
10.58b

     

    
      


      Third
Amendment to Executive Employment Agreement

       

      This Third
Amendment (the "Amendment") is made as of January 1, 2008 by and between Ore
Pharmaceuticals Inc. (formerly named Gene Logic Inc.) , a Delaware corporation
(the "Company"), and Philip L. Rohrer, Jr. ("Rohrer").

       

      The
parties to this Amendment have previously entered into an Executive Employment
Agreement dated October 11, 1999 that was amended by a First Amendment dated as
of October 24, 2006 (the "First Amendment") and a Second Amendment dated on May
8, 2007 but as of the 23rd day of February, 2007(the "Second Amendment") (said
agreement and previous amendments being herein referred to collectively as the
"Agreement").

       

      On
December 4, 2007, the Company's Board of Directors approved certain changes to
the terms of Rohrer's Agreement and this Amendment is being executed to document
those changes and evidence the agreement of the parties to such terms. Terms not
otherwise defined herein shall have the meanings as defined in the
Agreement.

       

      Therefore,
the parties to this Amendment hereby agree as follows:

       

      
        	
                1.

              	
                Base Salary. Section 2
      of the Agreement is hereby amended by deleting the second sentence of
      Section 2 that had been added by the Second Amendment and inserting a new
      sentence as to read as follows:

              


      

       

      For each
of calendar years 2007 and 2008, Rohrer shall receive an annualized base salary
of $275,000.

       

      
        	
                2.

              	
                Incentive Compensation.
      Subsection 4.1 is hereby amended by adding the following paragraph
      at the end thereof as follows:

              


      

       

      For
calendar year 2008, Rohrer shall receive incentive compensation equal to 50% of
his base salary, payable within 21⁄2 months
after the end of 2008, so long as Rohrer's employment by the Company on a
full-time basis continues through December 31, 2008. This payment is in lieu of
any other cash bonus or cash incentive compensation payment from the Company for
Rohrer's work during 2008 except as otherwise specifically provided herein. If
Rohrer's employment by the Company on a full-time basis terminates prior to
December 31, 2008, he shall not be entitled to any incentive compensation
payment for his work in 2008 under this subsection, but may be entitled to
compensation under Section 7.2.1.

       

      3.      Equity Awards. Section 4 is
hereby amended by adding a new subsection 4.4 as follows:

       

      4.4 Equity Awards. If the
Company issues new equity awards generally to its other senior officers in 2008,
Rohrer shall participate in such equity awards and receive an award comparable
to the awards given to other senior officers and at a level commensurate with
his position and subject to the other terms generally applicable to any such
award, adjusted to reflect the term of his employment.

       

      4.      Additional Bonus for Capital
Investment. Section 4 is hereby amended by adding a new subsection 4.5 as
follows:

       

      4.5 Additional Bonus. If
the Company seeks a significant new capital investment during 2008 from outside
investors and if the CFO plays a key role in obtaining such investment, Rohrer
in his role as Chief Financial Officer would receive a success-based cash bonus
of up to $200,000, the actual amount to be determined by the Company's Board of
Directors based on the amount raised and the contribution of Rohrer to that
effort.

       

      5.      Term. Section 6 is hereby
amended by deleting the last sentence thereof added by the Second Amendment and
substituting in lieu thereof the following:

       

      Notwithstanding
the above, from and after January 1, 2008, the term of employment hereunder
shall be for a period ending on December 31, 2008, subject to renewal by
agreement of the parties, and, notwithstanding any stated term, Company may
terminate this Agreement at any time as provided in Section 7, and subject to
the terms of Section 7.2.1.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                6.

              	
                Severance Payment.
      Section X added by the First Amendment is hereby amended to
      redesignate it as Section 7.2.1 and is hereby further amended by deleting
      the last bullet in subsection (a) thereof added by the Second Amendment
      and inserting in lieu thereof a new bullet as
  follows:

              


      

       

      ●    
If employment of the Executive is terminated by the Company prior to the
end of 2008 without cause, in addition to any other severance payment to which
he is otherwise entitled, he will also receive, within fifteen days after
termination of employment, a lump sum payment equal to the balance of his 2008
salary and incentive compensation as if he had worked through December 31, 2008
that has not previously been paid.

       

      
        	
                7.

              	
                Termination for Good Reason.
      Section 7.3 of the Agreement is hereby amended by deleting the same
      and substituting in lieu thereof the
following:

              


      

       

      7.3 By Rohrer. Rohrer
reserves the right to terminate his employment hereunder for any reason upon
thirty (30) days written notice to the Company. Unless the termination by Rohrer
is for "Good Reason" as defined on Exhibit B hereto, the Company's total
liability to Rohrer in the event of termination of Rohrer's employment under
this subsection 7.3 shall be limited to the payment of Rohrer's salary and
benefits through the effective date of termination and the provisions of
Subsection 7.2 shall not apply. From and after January 1, 2008, Rohrer may also
resign for Good Reason unless his resignation is deemed a Constructive
Termination under the terms of the Company's Executive Severance Plan. If Rohrer
claims that his resignation is for Good Reason, his written notice to the
Company must so state and state the circumstances that he believes constitute
Good Reason. If the termination is for Good Reason, then Rohrer shall be
entitled to receive the same severance benefits that he would have received if
the Company had terminated his employment without cause, as described in Section
7.2.1.

       

      and the
Agreement is further amended by adding thereto in the form attached hereto the
Exhibit B that is referred to in Section 7.3.

       

      8. 
Additional Change of Control
payment. Subsection (c) of Section 7.2.1 is hereby further amended by
amending the following text added by the Second Amendment 

      However,
notwithstanding the preceding sentence or any conflicting or inconsistent terms
of the Company's Executive Severance Plan, if employment of the Executive is
terminated by the Company prior to the end of 2007 without cause and if
Executive is entitled to benefits under the Executive Severance Plan, in
addition to any other severance payment to which he is otherwise entitled
thereunder, the Executive will also receive, within fifteen days after
termination of employment and becoming entitled to payment under the Executive
Severance Plan, a lump sum payment equal to the balance of his 2007 salary and
incentive compensation as if he had worked through December 31, 2007 that has
not previously been paid, as described in subsection 7.2.1(a) above.
by
substituting 2008 for 2007 in such text:

       

      
        9. 
Miscellaneous: 

        Except as
specifically provided herein, the Agreement remains in full force and effect and
unmodified.

         

      

      To
evidence their agreement to the terms of this Third Amendment, Rohrer has signed
and Company has caused its duly authorized representative to sign this Third
Amendment as of the date stated at the beginning hereof

       

      
        
          
            
              	
                      Ore
      Pharmaceuticals Inc.

                    	
                      Executive

                    
	 
      	 
      
	
                      By:
      /s/ Charles L.
      Dimmler, III

                    	
                      /s/ Philip L. Rohrer,
Jr.

                    
	
                      Charles
      L. Dimmler, III

                    	
                      Philip
      L. Rohrer, Jr.

                    
	
                      CEO
      & President

                    	
                      Chief
      Financial
Officer

                    


            

          

        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      Exhibit
B

       

      Definition
of Good Reason

       

       

      "Good
Reason" means that Rohrer voluntarily terminates his employment with the Company
after any of the following are undertaken in 2008 without Rohrer's express
written consent:

       

      (i)       the
assignment to Rohrer of or the removal from Rohrer of duties or responsibilities
which collectively result in any fundamental diminution or fundamental adverse
change in his position or job responsibilities;

       

      (ii)       a
reduction by the Company in Rohrer's annual salary;

       

      (iii)       any
failure by the Company to continue in effect any material benefit plan generally
offered to employees of the Company or the taking of any action by the Company
which would materially adversely affect Rohrer's opportunity to participate
therein, provided that Rohrer will not unreasonably withhold consent to changes
in benefit plans broadly applicable to Company employees and will be deemed to
have consented when he approves such changes in his management
role;

       

      (iv)           a
relocation of Rohrer's place of employment by the Company to a location more
than twenty-five (25) miles from the location at which the Eligible Employee
performed his duties prior to 2008, unless such relocation is to a place closer
to Rohrer's residence; or

       

      (v)         
A materially increased requirement for Rohrer to travel on the Company's
business, provided that requirements to travel to occasional meetings in the
Northeastern United States shall not be deemed a material
change.