Exhibit 10.95(a)
AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment is made as of _______________ ____, 2008, by and
between Ore Pharmaceuticals Inc., a Delaware corporation (the "Company"),
and __________________ (the "Executive").
RECITALS
WHEREAS, the Company and the Executive desire to amend the employment
agreement between them (the "Agreement") to meet the requirements of Section
409A of the Internal Revenue Code of 1986, as amended, and any rulings and
regulations promulgated thereunder (the "Code");
NOW, THEREFORE, in consideration of the foregoing and the promises and
covenants contained herein, the Company and the Executive agree that a new
Section Y shall be added to the Agreement which provides as follows:
Y. Revised Severance Provisions
(a) Executive. The term "Executive" in this Section Y shall
refer to the named executive in the Agreement, regardless of whether he
or she is designated therein as "Executive" or "Employee" or referred
to by surname or in any other manner.
(b) Code Section 409A. It is the intent of this Agreement to
comply with, and/or meet an exemption from, the requirements of Section
409A of the Internal Revenue Code of 1986, as amended, and any rulings
and regulations promulgated thereunder (collectively, the "Code"), and
any ambiguities herein will be interpreted and this agreement will be
administered to so comply. References to the date of a termination of
employment in this Agreement in connection with the payment of
severance hereunder shall mean the date of a "separation from service"
within the meaning of Code Section 409A(a)(2)(A)(i). If the Executive
is a "specified employee" within the meaning of Code Section
409A(a)(2)(B)(i) at the time of the Executive's termination of
employment, any nonqualified deferred compensation subject to Code
Section 409A that would otherwise have been payable under this
Agreement as a result of, and within the first six (6) months
following, the Executive's "separation from service" and not by reason
of another event under Code Section 409A(a)(2)(A), will become payable
six (6) months and one (1) day following the date of the Executive's
separation from service or, if earlier, the date of Executive's death.
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(c) [If the Agreement Includes a Good Reason Provision] Good
Reason. If the Executive elected the alternative definition of the term
"Constructive Termination" under the Company's Executive Severance
Plan, such alternative definition of "Constructive Termination" shall
be substituted for the definition of the term "Good Reason" in the
Agreement, with the terms "Constructive Termination" and "Eligible
Employee" being replaced by the terms "Good Reason" and "Executive",
respectively, in each place they appear in such alternative definition.
IN WITNESS WHEREOF, the undersigned parties have caused this Amendment
to be executed as of the date first set forth above.
EXECUTIVE ORE PHARMACEUTICALS INC.
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