Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Approval
of Amendment of the Amended and Restated 2015 Stock and Stock Option Plan
By
unanimous Written Consent dated December 9, 2017, the Board of Directors of the Company approved the adoption of the Second Amendment
(the “Amendment”) of the Amended and Restated RespireRx Pharmaceuticals, Inc. 2015 Stock and Stock Option Plan (the
“2015 Plan”). The Amendment increases the shares issuable under the plan by 3,946,799, from 3,038,461 shares
to 6,985,260. Other than the change in the number of shares available under the 2015 Plan, no other changes were made to
the 2015 Plan by the Amendment.
The
2015 Plan provides for the issuance of shares of Company stock, in the form of stock grants and options to directors, officers,
employees, consultants and other service providers of the Company. The Company has not submitted, and currently does not intend
to submit, the 2015 Plan for stockholder approval. Accordingly, the 2015 Plan does not contemplate the issuance of Incentive Stock
Options. The foregoing description of the 2015 Plan does not purport to be complete and is qualified in its entirety by reference
to the full text of the 2015 Plan as amended. A copy of the 2015 Plan was filed by the Company on April 6, 2016, as Exhibit 10.1
to a Current Report on Form 8-K and is incorporated herein by reference. A copy of the First Amendment of the 2015 Plan was filed
by the Company on January 23, 2017, as Exhibit 10.1 to a Current Report on Form 8-K and is incorporated herein by reference. A
copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The
unanimous Written Consent dated December 9, 2017 also clarified that the Board of Directors, acting as the administrator of the
2015 Plan, intends to always accept cashless exercise as a method of exercising the options awarded under the 2015 Plan. This
form of exercise is permitted under the 2015 Plan at the administrator’s discretion. By addendum to the Form of Non-Statutory
Stock Option Award Agreement (the “Addendum”), the Board of Directors intends that this form of exercise become a
right of the option holder. A copy of the Addendum is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
Award
of Common Stock Options
By
the same unanimous Written Consent dated December 9, 2017, the Board of Directors of the Company awarded non-qualified options
(i) to purchase 608,704 shares of Common Stock of the Company to James S. Manuso, (ii) to purchase 559,595 shares of Common Stock
of the Company to Arnold S. Lippa, (iii) to purchase 388,687 shares of Common Stock of the Company to Jeff E. Margolis, (iv) to
purchase 38,114 shares of Common Stock of the Company to each of James Sapirstein and Kathryn MacFarlane, (v) to purchase 100,000
shares to Richard D. Purcell, Jr. Concurrently with these awards, Messrs. Manuso, Lippa, Margolis and Sapirstein and Ms. MacFarlane,
forgave amounts due to them for accrued compensation or director fees, as applicable, with the same value as the black-scholes
value of the options awarded, $878,360, $807,497, $560,869, $55,000 and $55,000, respectively, or $2,356,733 in the aggregate.
Accordingly, the options were awarded as compensation for those individuals. The award to Mr. Purcell was an additional grant
awarded as compensation. In addition, the Company’s former Chief Financial Officer, was also granted options to purchase
138,842 shares of common stock. The Black-Scholes value of these shares was 50% of the $400,700 of accrued and unpaid compensation
that was concurrently forgiven by that former officer. An additional 77,362 options in the aggregate were awarded to certain of
the Company’s service providers. Concurrently with these awards, these service providers forgave amounts owed by the Company,
with the same value as the Black-Scholes value of the options awarded, $111,635 in the aggregate. The awarded options vested
upon issuance and expire on December 9, 2027, except for those awarded to Mr. Purcell, which expire on December 9, 2022. The
options issued to Mr. Purcell were not related to any forgiveness of any amounts owed to Mr. Purcell or any entity that he controls.
The exercise price of the options of $1.45 per share is the closing market price of shares of Common Stock of the Company as of
the date of issuance. The foregoing description of the options awarded does not purport to be complete and is qualified in its
entirety by reference to the full text of the Form of Non-Statutory Stock Option Award Agreement under the 2015 Plan, a copy of
which is attached as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 8, 2015, and which is incorporated
herein by reference, as supplemented by the Addendum attached as Exhibit 10.2 to this Current Report on Form 8-K, which is incorporated
herein by reference.