0001193125-04-162293 Sample Contracts

CORTEX PHARMACEUTICALS, INC. RESTRICTED STOCK AWARD AGREEMENT UNDER
Restricted Stock Award Agreement • September 27th, 2004 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) is entered into as of by and between (hereinafter referred to as “Grantee”), and Cortex Pharmaceuticals, Inc., a Delaware corporation (hereinafter referred to as the “Company”), pursuant to the Company’s 1996 Stock Incentive Plan (the “Plan”). Any capitalized term not defined herein shall have the same meaning ascribed to it in the Plan.

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SECOND AMENDMENT TO THAT LEASE BY AND BETWEEN THE NORTHWESTERN MUTUAL LIFE INSURANCE COMPANY, as Landlord and CORTEX PHARMACEUTICALS, INC., as Tenant DATED JANUARY 31, 1994
Lease Agreement • September 27th, 2004 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations

THIS SECOND AMENDMENT is made and entered into as of March 9, 2004, and hereby deletes, alters, changes supplements or amends the following Articles and/or Sections of the above-referenced Lease.

AMENDMENT TO EMPLOYMENT AGREEMENT DATED JUNE 5, 1995, BETWEEN CORTEX PHARMACEUTICALS AND GARY A. ROGERS, Ph.D.
Employment Agreement • September 27th, 2004 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations

IN WITNESS HEREOF, the parties hereto have executed this Amendment to Employment Agreement to be effective as of the day and year first above written.

CORTEX PHARMACEUTICALS, INC. (Incentive or Non-qualified) Stock Option Agreement
Stock Option Agreement • September 27th, 2004 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations • Delaware

This Stock Option Agreement (“Agreement”) is entered into as of by and between Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and (the “Optionee”) pursuant to the Company’s 1996 Stock Incentive Plan (the “Plan”).

AMENDMENT TO EMPLOYMENT AGREEMENT DATED MAY 17, 2000 BETWEEN CORTEX PHARMACEUTICALS AND JAMES H. COLEMAN
Employment Agreement • September 27th, 2004 • Cortex Pharmaceuticals Inc/De/ • Pharmaceutical preparations
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