UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 30, 2015
CORTEX
PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
1-16467 |
|
33-0303583 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S
Employer
Identification No.) |
126
Valley Road, Suite C
Glen
Rock, New Jersey |
|
07452 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (201) 444-4947
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
[ ] |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
[ ] |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
[ ] |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
[ ] |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Approval
of 2015 Stock and Stock Option Plan
By
unanimous Written Consent dated June 30, 2015, the Board of Directors of Cortex Pharmaceuticals, Inc. (the “Company”)
approved the adoption of the Cortex Pharmaceuticals, Inc. 2015 Stock and Stock Option Plan (the “2015 Plan”). The
2015 Plan provides for the issuance of up to 150,000,000 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 2015 Plan does not contemplate the issuance of
Incentive Stock Options and the Company therefore does not intend to submit the 2015 Plan for stockholder approval. 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, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Award
of Common Stock Options
By
unanimous Written Consent dated June 30, 2015, the Board of Directors of the Company awarded non-qualified options to purchase
15,000,000 shares of Common Stock of the Company to each of Arnold S. Lippa, Jeff E. Margolis and Robert N. Weingarten, and awarded
options to purchase 2,000,000 shares of Common Stock of the Company to Richard D. Purcell, Jr. The options were awarded as compensation
for those individuals through December 31, 2015. The awarded options vest in three installments, 50% on June 30, 2015 (at issuance),
25% on September 30, 2014, and 25% on December 31, 2014, and expire on June 30, 2022. The exercise price of the options of $0.025
per share is in excess of 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, a copy of which is attached hereto as Exhibit 10.2, and which is incorporated
herein by reference.
Additional
Compensation Arrangements
In
addition to the option awards described above, the Board of Directors also determined by unanimous Written Consent to make the
following bonus awards for certain executive officers as of June 30, 2015: Arnold S. Lippa: $75,000, Jeff E. Margolis: $60,000,
and Robert N. Weingarten: $60,000. The Board of Directors further determined that the following executive officers would begin
to accrue compensation at the following monthly rates: (i) Arnold S. Lippa: $12,500 per month, (ii) Jeff E. Margolis: $10,000
per month, and Robert N. Weingarten: $10,000 per month. Both the bonuses and the monthly compensation set forth above shall be
accrued but not paid until such time as the Board of Directors of the Company determines that sufficient capital has been raised
by the Company or is otherwise available to fund the Company’s operations on an ongoing basis.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
A
list of exhibits that are furnished and filed as part of this report is set forth in the Exhibit Index, which is presented elsewhere
in this document, and is incorporated herein by reference.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
CORTEX
PHARMACEUTICALS, INC. |
Date:
July 7, 2015 |
|
|
|
|
|
By: |
/s/
Arnold S. Lippa |
|
|
Arnold
S. Lippa |
|
|
President
and Chief Executive Officer |
EXHIBIT
INDEX
Exhibit
Number |
|
Exhibit
Description |
10.1 |
|
Cortex Pharmaceuticals,
Inc. 2015 Stock and Stock Option Plan. |
10.2 |
|
Form of Non-Statutory
Stock Option Award Agreement of the 2015 2015 Stock and Stock Option Plan. |
Exhibit
10.1
CORTEX
PHARMACEUTICALS, INC.
2015
STOCK AND STOCK OPTION PLAN
This
2015 Stock and Stock Option Plan (the “Plan”) is hereby established and adopted this 30th day of June, 2015
(the “Effective Date”) by Cortex Pharmaceuticals, Inc., a Delaware corporation (the “Company”).
1. Purposes
of the Plan. The purposes of this 2015 Stock and Stock Option Plan (the
“Plan”) are to attract and retain qualified employees and officers, (collectively, employees and officers are referred
to herein as “Employees” as defined in more detailed below), directors, consultants, advisors and other service providers
(collectively, directors, consultants, advisors and other service providers are referred to herein as “Consultants”
as defined in more detail below) upon whose initiative, judgment and effort the successful conduct and development of the Company
is dependent, and to provide additional incentive to those Employees and Consultants, and to promote the success of the Company’s
business. Options granted under the Plan will be Non-Statutory Stock Options (also, referred to as Non-Qualified Stock Options).
Restricted Stock and Stock Grants may also be granted under the Plan.
2. Definitions.
As used herein, the following definitions shall apply:
(a) “Administrator”
means the Committee.
(b) “Affiliate”
means a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is
under common control with, the Company.
(c) “Applicable
Laws” means all applicable laws, rules, regulations and requirements, including, but not limited to, all applicable
U.S. federal or state laws, any Stock Exchange rules or regulations, and the applicable laws, rules or regulations of any other
country or jurisdiction where Options, Restricted Stock, or Stock Grants are granted under the Plan or Participants reside or
provide services, as such laws, rules, and regulations shall be in effect from time to time.
(d) “Award”
means any award of an Option, Restricted Stock, or Stock Grant under the Plan.
(e) “Award
Agreement” means a written document, the form(s) of which shall be approved from time to time by the Administrator,
reflecting the terms of an Award granted under the Plan and includes any documents attached to or incorporated into such Award
Agreement, including, but not limited to, a notice of grant and a form of exercise notice.
(f) “Board”
means the Board of Directors of the Company.
(g) “Cashless
Exercise” means, to the extent that an Award Agreement so provides and as permitted by Applicable Law, a program approved
by the Committee in which a Participant may exercise an Option by directing the Company to deduct from the Shares issuable upon
exercise of his or her Option a number of Shares having an aggregate Fair Market Value equal to the sum of the aggregate exercise
price therefor plus the amount of the Participant’s minimum tax withholding (if any), unless such Participant elects to
reimburse the Company for such minimum tax withholding amounts in cash, whereupon the Company shall issue to the Participant the
net remaining number of Shares after such deductions.
(h) “Cause”
for termination of a Participant’s Continuous Service Status will exist (unless another definition is provided in an
applicable Award Agreement, employment agreement or other applicable written agreement) if the Participant’s Continuous
Service Status is terminated for any of the following reasons: (i) any material breach by Participant of any material written
agreement between Participant and the Employer and Participant’s failure to cure such breach within the time prescribed
in such written agreement or in the event no such time is prescribed, then within 30 days after receiving written notice thereof;
(ii) any failure by Participant to comply with the Employer’s material written policies or rules as they may be in effect
from time to time; (iii) neglect or persistent unsatisfactory performance of Participant’s duties and Participant’s
failure to cure such condition within 30 days after receiving written notice thereof; (iv) Participant’s repeated failure
to follow reasonable and lawful instructions from the individual or group of individuals to whom he or she reports and Participant’s
failure to cure such condition within 30 days after receiving written notice thereof; (v) Participant’s conviction of, or
plea of guilty or nolo contendere to, any crime that results in, or is reasonably expected to result in, material harm
to the business or reputation of the Employer; (vi) Participant’s commission of or participation in an act of fraud against
the Employer; (vii) Participant’s intentional material damage to the Company’s business, property or reputation; or
(viii) Participant’s unauthorized use or disclosure of any proprietary information or trade secrets of the Employer or any
other party to whom the Participant owes an obligation of nondisclosure as a result of his or her relationship with the Employer.
For purposes of clarity, a termination without “Cause” does not include any termination that occurs as a result of
Participant’s death or Disability. The determination as to whether a Participant’s Continuous Service Status has been
terminated for Cause shall be made in good faith by the Company and shall be final and binding on the Participant. The foregoing
definition does not in any way limit the Employer’s ability to terminate a Participant’s employment or consulting
relationship at any time. In the event that Section 2(h)(ii)-(viii) conflict with the terms of any written agreement between the
Employer and the Participant, the terms of the written agreement shall supercede the terms of Sections 2(h)(ii)-(viii) of this
Plan and shall be the determinant of Cause.
(i) “Change
of Control” means (i) a sale of all or substantially all of the Company’s assets other than to an Excluded Entity
(as defined below), (ii) a merger, consolidation or other capital reorganization or business combination transaction of the Company
with or into another corporation, limited liability company or other entity other than an Excluded Entity, or (iii) the consummation
of a transaction, or series of related transactions, in which any “person” (as such term is used in Sections 13(d)
and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly
or indirectly, of a majority of the Company’s then outstanding voting securities. Notwithstanding the foregoing, a transaction
shall not constitute a Change of Control if its purpose is to (A) change the jurisdiction of the Company’s incorporation,
(B) create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s
securities immediately before such transaction, or (C) obtain funding for the Company in a financing that is approved by the Company’s
Board. An “Excluded Entity” means a corporation or other entity of which the holders of voting capital stock of the
Company outstanding immediately prior to such transaction are the direct or indirect holders of voting securities representing
at least a majority of the votes entitled to be cast by all of such corporation’s or other entity’s voting securities
outstanding immediately after such transaction.
(j) “Code”
means the Internal Revenue Code of 1986, as amended.
(k)
“Committee” means one or more committees or subcommittees of the Board consisting of two (2) or more Directors
(or such lesser or greater number of Directors as shall constitute the minimum number permitted by Applicable Laws to establish
a committee or sub-committee of the Board) appointed by the Board to administer the Plan in accordance with Section 4 below. In
the event a committee has not been established, the Board shall act as the Committee.
(l)
“Common Stock” means the Company’s common stock, par value $0.001 per share, as adjusted pursuant to Section
11 below.
(m)
“Company” means Cortex Pharmaceuticals, Inc., a Delaware corporation.
(n)
“Consultant” means any person or entity, including an advisor but not an Employee, that renders, or has rendered,
services to the Employer and is compensated for such services, and any Director whether compensated for such services or not.
(o)
“Continuous Service Status” means that the Participant’s service with the Employer, whether as an Employee
or Consultant, is not interrupted or terminated. The Participant’s Continuous Service Status shall not be deemed to have
terminated merely because of a change in the capacity in which the Participant renders service to the Employer as an Employee
or Consultant or a change in the affiliated entity for which the Participant renders such service, provided that there is no interruption
or termination of the Participant’s Continuous Service Status; provided further that if any Award is subject to Section
409A of the Code, this sentence shall only be given effect to the extent consistent with Section 409A of the Code. For example,
a change in status from an Employee of the Company to a Consultant of an Affiliate will not constitute an interruption of Continuous
Service Status. The Committee or its delegate, in its sole discretion, may determine whether Continuous Service Status shall be
considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any
other personal or family leave of absence.
(p)
“Director” means a member of the Board of Directors of an Employer.
(q)
“Disability” means “disability” within the meaning of Section 22(e)(3) of the Code.
(r)
“Employee” means any person employed by the Employer, with the status of employment determined pursuant to such
factors as are deemed appropriate by the Company in its sole discretion, subject to any requirements of Applicable Laws, including
the Code. The payment by the Company of a director’s fee shall not be sufficient to constitute “employment”
of such director by the Employer.
(s)
“Employer” means the Company and any Affiliate thereof.
(t)
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
(u)
“Fair Market Value” on any given day shall be the value of one share of Common Stock determined as follows: (i)
if the Common Stock is then listed or admitted to trading on a Nasdaq stock exchange or other stock exchange which reports closing
sale prices, the Fair Market Value shall be the closing sale price on the date of valuation on such Nasdaq stock exchange or other
principal stock exchange on which the Common Stock is then listed or admitted to trading, or, if no closing sale price is quoted
on such day, then the Fair Market Value shall be the closing sale price of the Common Stock on such Nasdaq stock exchange or such
other exchange on the next preceding day on which a closing sale price is reported, (ii) if the Common Stock is not then
listed or admitted to trading on a Nasdaq stock market or other stock exchange which reports closing sale prices, the Fair Market
Value shall be the average of the closing bid and asked prices of the Common Stock in the over-the-counter market on the date
of valuation, (iii) if neither (i) nor (ii) is applicable as of the date of valuation, then the Fair Market Value shall be determined
by the Administrator in good faith based upon a reasonable application of a reasonable valuation method in accordance with Section
409A of the Code, which determination shall be conclusive and binding on all interested parties.
(v)
“Family Members” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse,
sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law (including adoptive
relationships) of the Participant, any person sharing the Participant’s household (other than a tenant or employee), a trust
in which these persons (or the Participant) have more than 50% of the beneficial interest, a foundation in which these persons
(or the Participant) control the management of assets, and any other entity in which these persons (or the Participant) own more
than 50% of the voting interests.
(w)
“Incentive Stock Option” means an Option intended to, and which does, in fact, qualify as an incentive stock option
within the meaning of Section 422 of the Code.
(x)
“Listed Security” means any security of the Company that is listed or approved for listing on a Nasdaq
stock exchange or other national securities exchange or designated or approved for designation as a national market system security
on an interdealer quotation system including the OTC Markets.
(y)
“Net Exercise” means, to the extent that an Award Agreement so provides and as permitted by Applicable Law, a
program approved by the Committee in which payment may be made all or in part by delivery (on a form prescribed by the Committee)
of an irrevocable direction to a securities broker to sell Shares and to deliver all or part of the sale proceeds to the Company
in payment of the aggregate exercise price plus the amount of the Participant’s minimum tax withholding (if any).
(z)
“Non-Statutory Stock Option” which may also be referred to as a “Non-Qualified Stock Option” means
an Option that is not intended to, or does not, in fact, qualify as an Incentive Stock Option.
(aa)
“Option” means a stock option granted pursuant to the Plan.
(bb)
“Option Exchange Program” means a program approved by the Administrator, or the shareholders of the Company if
required under Applicable Laws, whereby outstanding Options (i) are exchanged for Options with a lower exercise price, Restricted
Stock, Stock Grants, cash or other property or (ii) are amended to decrease the exercise price as a result of a decline in the
Fair Market Value, in each case to the extent permitted by Applicable Laws.
(cc)
“Optioned Stock” means Shares that are subject to an Option or that were issued pursuant to the exercise of an
Option.
(dd)
“Optionee” means an Employee or Consultant who receives an Option.
(ee)
“Participant” means an eligible person to whom an Award is granted pursuant to the Plan or, if applicable, such
other person who holds an outstanding Award.
(ff)
This definition is intentionally left blank.
(gg)
“Plan” means this 2015 Stock and Stock Option Plan.
(hh)
“Restricted Stock” means an Award pursuant to Section 8 below that grants the recipient a right to purchase or
receive Shares that are subject to restrictions as determined by the Administrator and set forth in an Award Agreement. Upon the
lapse of all such restrictions, the Shares will cease to be Restricted Stock for purposes of the Plan.
(ii)
“Rule 16b-3” means Rule 16b-3 promulgated under the Exchange Act, as amended from time to time, or any successor
provision.
(jj)
“Share” means a share of Common Stock, as adjusted in accordance with Section 11 below.
(kk)
This definition is intentionally left blank.
(ll)
“Stock Exchange” means any stock exchange, including any Nasdaq Stock Exchange or any other stock exchange or
consolidated stock price reporting system on which prices for the Common Stock are quoted at any given time including the OTC
Markets.
(mm)
“Stock Grant” means the grant of unrestricted shares of Common Stock pursuant to Section 9.
(nn)
“Ten Percent Holder” means a person who owns stock representing more than 10% of the voting power of all classes
of stock of the Company or any Affiliate measured as of an Award’s date of grant.
3. Stock
Subject to the Plan. Subject to the provisions of Section 11 below, the maximum aggregate number of Shares that may be
issued under the Plan is 150,000,000 Shares, all of which may be issued pursuant to Non-Statutory Stock Options, Restricted Stock,
or as Stock Grants. The Shares issued under the Plan may be authorized, but unissued, or reacquired Shares. If an Award should
expire or become unexercisable for any reason without having been exercised in full, or is surrendered pursuant to an Option Exchange
Program, the unissued Shares that were subject thereto shall, unless the Plan shall have been terminated, continue to be available
under the Plan for issuance pursuant to future Awards. In addition, any Shares which are retained by the Company upon exercise
of an Award in order to satisfy the exercise or purchase price for such Award or any withholding taxes due with respect to such
Award shall be treated as not issued and shall continue to be available under the Plan for issuance pursuant to future Awards.
Shares issued under the Plan and later forfeited to the Company due to the failure to vest by the Company at the original purchase
price paid to the Company for the Shares (including, without limitation, upon forfeiture to the Company in connection with the
termination of a Participant’s Continuous Service Status) shall again be available for future grant under the Plan.
4. Administration
of the Plan.
(a) General.
The Plan shall be administered by the Committee. If permitted by Applicable Laws, the Committee may authorize one or more
officers of the Company to make Awards under the Plan to Employees and Consultants (who are not subject to Section 16 of the Exchange
Act) within parameters specified by the Committee.
(b) Committee
Composition. The Committee shall continue to serve in its designated capacity until otherwise directed by the Board. From
time to time the Board may increase the size of any Committee and appoint additional members thereof, remove members (with or
without cause) and appoint new members in substitution therefor, fill vacancies (however caused) and dissolve a Committee and
thereafter directly administer the Plan, all to the extent permitted by Applicable Laws and, in the case of a Committee administering
the Plan in accordance with the requirements of Rule 16b-3 or Section 162(m) of the Code, to the extent permitted or required
by such provisions.
(c) Powers
of the Administrator. Subject to the provisions of the Plan, the Administrator shall have the authority, in its sole discretion:
(i) to determine the Fair Market Value in accordance with Section 2(u) above, provided that such determination shall be applied
consistently with respect to Participants under the Plan; (ii) to select the Employees and Consultants to whom Awards may from
time to time be granted; (iii) to determine the number of Shares to be covered by each Award; (iv) to approve the form(s) of agreement(s)
and other related documents used under the Plan; (v) to determine the terms and conditions, not inconsistent with the terms of
the Plan, of any Award granted hereunder, which terms and conditions include but are not limited to the exercise or purchase price,
the time or times when Awards may vest and/or be exercised (which may be based on performance criteria), the circumstances (if
any) when vesting will be accelerated or forfeiture restrictions will be waived, and any restriction or limitation regarding any
Award, Optioned Stock, Restricted Stock or Stock Grant (as applicable); (vi) to amend any outstanding Award or agreement related
to any Optioned Stock, Restricted Stock or Stock Grant (as applicable), including any amendment adjusting vesting (e.g., in connection
with a change in the terms or conditions under which such person is providing services to the Company), provided that no amendment
shall be made that would materially and adversely affect the rights of any Participant without his or her consent; (vii) to determine
whether and under what circumstances an Option may be settled in cash under Section 7(c)(iii) below instead of Common Stock; (viii)
subject to Applicable Laws, to implement an Option Exchange Program and establish the terms and conditions of such Option Exchange
Program without consent of the holders of capital stock of the Company, provided that no amendment or adjustment to an Option
that would materially and adversely affect the rights of any Participant shall be made without his or her consent; (ix) to approve
addenda pursuant to Section 18 below or to grant Awards to, or to modify the terms of, any outstanding Award Agreement or any
agreement related to any Optioned Stock, Restricted Stock or Stock Grant (as applicable) held by Participants who are foreign
nationals or employed outside of the United States with such terms and conditions as the Administrator deems necessary or appropriate
to accommodate differences in local law, tax policy or custom which deviate from the terms and conditions set forth in this Plan
to the extent necessary or appropriate to accommodate such differences; and (x) to construe and interpret the terms of the Plan,
any Award Agreement and any agreement related to any Optioned Stock or Restricted Stock or Stock Grant, which constructions, interpretations
and decisions shall be final and binding on all Participants.
(d) Indemnification.
To the maximum extent permitted by Applicable Laws, each member of the Committee (including officers of the Company, if applicable),
or of the Board, as applicable, shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability,
or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure
to act under the Plan or pursuant to the terms and conditions of any Award except for actions taken in bad faith or failures to
act in good faith, and (ii) any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or
paid by him or her in satisfaction of any judgment in any such claim, action, suit, or proceeding against him or her, provided
that such member shall give the Company an opportunity, at its own expense, to handle and defend any such claim, action, suit
or proceeding before he or she undertakes to handle and defend it on his or her own behalf. The foregoing right of indemnification
shall not be exclusive of any other rights of indemnification to which such persons may be entitled under the Company’s
Certificate of Incorporation or Bylaws, by contract, as a matter of law, or otherwise, or under any other power that the Company
may have to indemnify or hold harmless each such person.
5. Eligibility.
(a) Recipients
of Grants. Non-Statutory Stock Options, Restricted Stock and Stock Grants may be granted to Employees and Consultants.
(b) Type
of Option. Each Option shall be a Non-Statutory Stock Option regardless of whether it is so designated in the respective Option
Agreement.
(c) No
Employment Rights. Neither the Plan nor any Award shall confer upon any Employee or Consultant any right with respect to continuation
of an employment or consulting relationship with the Employer, nor shall it interfere in any way with such Employee’s or
Consultant’s right or the Employer’s right to terminate his or her employment or consulting relationship at any time,
with or without cause.
6. Term
of Plan. The Plan shall become effective upon its adoption by the Board and shall continue in effect for a term of 10 years
unless sooner terminated under Section 14 below.
7. Options.
(a) Term
of Option. The term of each Option shall be the term stated in the Option Agreement; provided that the term shall be no more
than 10 years from the date of grant thereof or such shorter term as may be provided in the Option Agreement.
(b) Option
Exercise Price and Consideration.
(i) Exercise
Price. The per Share exercise price for the Shares to be issued pursuant to the exercise of an Option shall be such price
as is determined by the Administrator and set forth in the Option Agreement, but if the per Share exercise price is less than
100% of the Fair Market Value on the date of grant, it shall otherwise comply with all Applicable Laws, including Section 409A
of the Code.
(ii) Permissible
Consideration. The consideration to be paid for the Shares to be issued upon exercise of an Option, including the method
of payment, shall be determined by the Administrator and may consist entirely of (1) cash; (2) check; (3) other previously owned
Shares that have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which
the Option is exercised; (4) a Cashless Exercise; (5) a Net Exercise; (6) such other consideration and method of payment permitted
under Applicable Laws; or (7) any combination of the foregoing methods of payment. In making its determination as to the type
of consideration to accept, the Administrator shall consider if acceptance of such consideration may be reasonably expected to
benefit the Company and the Administrator may, in its sole discretion, refuse to accept a particular form of consideration at
the time of any Option exercise.
(c) Exercise
of Option.
(i) General.
(1) Exercisability.
Any Option granted hereunder shall be exercisable at such times and under such conditions as determined by the Administrator,
consistent with the terms of the Plan and reflected in the Option Agreement, including vesting requirements and/or performance
criteria with respect to the Employer, and/or the Optionee.
(2) Minimum
Exercise Requirements. An Option may not be exercised for a fraction of a Share. The Administrator may require that an Option
be exercised as to a minimum number of Shares, provided that such requirement shall not prevent an Optionee from exercising the
full number of Shares as to which the Option is then exercisable.
(3) Procedures
for and Results of Exercise. An Option shall be deemed exercised when written notice of such exercise has been received by
the Company in accordance with the terms of the Award Agreement by the person entitled to exercise the Option and the Company
has received full payment for the Shares with respect to which the Option is exercised and has paid, or made arrangements to satisfy,
any applicable taxes, withholding, required deductions or other required payments in accordance with Section 10 below. The exercise
of an Option shall result in a decrease in the number of Shares that thereafter may be available under the Plan and the Option
by the number of Shares as to which the Option is exercised.
(4) Rights
as Holder of Capital Stock. Until the issuance of the Shares (as evidenced by the appropriate entry on the books of the
Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a
holder of capital stock shall exist with respect to the Optioned Stock, notwithstanding the exercise of the Option. No adjustment
will be made for a dividend or other right for which the record date is prior to the date the stock is issued, except as provided
in Section 11 below.
(ii) Termination
of Continuous Service Status. The Administrator shall establish and set forth in the applicable Award Agreement the terms
and conditions upon which an Option shall remain exercisable, if at all, following termination of an Optionee’s Continuous
Service Status, which provisions may be waived or modified by the Administrator at any time. To the extent that an Award Agreement
does not specify the terms and conditions upon which an Option shall terminate upon termination of an Optionee’s Continuous
Service Status, the following provisions shall apply:
(1) General
Provisions. Except as otherwise provide in an Award Agreement or by the Administrator at a later date (in accordance with
the terms of the Plan), if the Optionee (or other person entitled to exercise the Option) does not exercise the Option to the
extent so entitled within the time specified below, the Option shall terminate and the Optioned Stock underlying the unexercised
portion of the Option shall revert to the Plan. In no event may any Option be exercised after the expiration of the Option term
as set forth in the Option Agreement (and subject to this Section 7).
(2) Termination
other than Upon Disability or Death or for Cause. In the event of termination of an Optionee’s Continuous Service Status
other than under the circumstances set forth in the subsections (3) through (5) below, such Optionee may exercise any outstanding
Option at any time within one year following such termination to the extent the Optionee is vested in the Optioned Stock as of
the date of such termination or to any greater extent as determined by the Administrator.
(3) Disability
of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a result of his or her Disability,
such Optionee may exercise any outstanding Option at any time within one year following such termination to the extent the Optionee
is vested in the Optioned Stock as of the date of such termination or to any greater extent as determined by the Administrator.
(4) Death
of Optionee. In the event of termination of an Optionee’s Continuous Service Status as a result of his or her death
or in the event of the Optionee’s death during the exercise period set forth in subsections (2) or (3) above, the Option
may be exercised by any beneficiaries designated in accordance with Section 16 below, or if there are no such beneficiaries, by
the Optionee’s estate, or by a person who acquired the right to exercise the Option by bequest or inheritance, at any time
until the expiration date of the Option, but only to the extent the Optionee is vested in the Optioned Stock as of the date of
such death or to any greater extent as determined by the Administrator.
(5) Termination
for Cause. In the event of termination of an Optionee’s Continuous Service Status for Cause, any outstanding Option
(including any vested portion thereof) held by such Optionee shall immediately terminate in its entirety upon first notification
to the Optionee of termination of the Optionee’s Continuous Service Status for Cause. If an Optionee’s Continuous
Service Status is suspended pending an investigation of whether the Optionee’s Continuous Service Status will be terminated
for Cause, all the Optionee’s rights under any Option, including the right to exercise the Option, shall be suspended during
the investigation period.
(iii) Buyout
Provisions. The Administrator may at any time offer to buy out for a payment in cash or Shares an Option previously granted
under the Plan based on such terms and conditions as the Administrator shall establish and communicate to the Optionee at the
time that such offer is made.
8. Restricted
Stock.
(a) Rights
to Purchase. When a right to purchase or receive Restricted Stock is granted under the Plan, the Company shall advise the
recipient in writing of the terms, conditions and restrictions related to the offer, including the number of Shares that such
person shall be entitled to purchase, the price to be paid, if any (which shall be as determined by the Administrator, subject
to Applicable Laws, including any applicable securities laws), and the time within which such person must accept such offer. The
permissible consideration for Restricted Stock shall be determined by the Administrator and shall be the same as is set forth
in Section 7(b)(ii) above with respect to exercise of Options. The offer to purchase Shares shall be accepted by execution of
an Award Agreement in the form determined by the Administrator.
(b) Other
Provisions. The Award Agreement shall contain such other terms, provisions and conditions not inconsistent with the Plan
as may be determined by the Administrator in its sole discretion. In addition, the provisions of Award Agreements need not be
the same with respect to each Participant.
(c) Rights
as a Holder of Capital Stock. Once the Restricted Stock is purchased (or if the Restricted Stock has no purchase price, once
the Restricted Stock is granted), the Participant shall have the rights equivalent to those of a holder of capital stock, and
shall be a record holder when his or her purchase and the issuance of the Shares is entered upon the records of the duly authorized
transfer agent of the Company. No adjustment will be made for a dividend or other right for which the record date is prior to
the date the Restricted Stock is purchased, except as provided in Section 11 below.
9. Stock
Grants. The Administrator may make a Stock Grant to an Employee or Consultant. Such Stock Grant shall be fully vested on the
date made.
10. Taxes.
(a) As
a condition of the grant, vesting and exercise of an Award, the Participant (or in the case of the Participant’s death or
a permitted transferee, the person holding or exercising the Award) shall make such arrangements as the Administrator may require
for the satisfaction of any applicable U.S. federal, state, local or foreign tax, withholding, and any other required deductions
or payments that may arise in connection with such Award. The Company shall not be required to issue any Shares under the Plan
until such obligations are satisfied.
(b) The
Administrator may, to the extent permitted under Applicable Laws, permit a Participant (or in the case of the Participant’s
death or a permitted transferee, the person holding or exercising the Award) to satisfy all or part of his or her tax, withholding,
or any other required deductions or payments by Cashless Exercise, Net Exercise, or by surrendering Shares (either directly or
by stock attestation) that he or she previously acquired; provided that, unless specifically permitted by the Company, any such
Net Exercise must be an approved broker-assisted Net Exercise or the Shares withheld in the Cashless Exercise or Net Exercise
must be limited to avoid financial accounting charges under applicable accounting guidance and any such surrendered Shares must
have been previously held for any minimum duration required to avoid financial accounting charges under applicable accounting
guidance. Any payment of taxes by surrendering Shares to the Company may be subject to restrictions, including, but not limited
to, any restrictions required by rules of the Securities and Exchange Commission.
11. Adjustments
Upon Changes in Capitalization, Merger or Certain Other Transactions.
(a) Changes
in Capitalization. Subject to any action required under Applicable Laws by the holders of capital stock of the Company,
(i) the numbers and class of Shares or other stock or securities: (x) available for future Awards under Section 3 above and (y)
covered by each outstanding Award, and (ii) the exercise price per Share of each such outstanding Option, shall be automatically
proportionately adjusted in the event of a stock split, reverse stock split, stock dividend, combination, consolidation, reclassification
of the Shares or subdivision of the Shares. In the event of any increase or decrease in the number of issued Shares effected
without receipt of consideration by the Company, a declaration of an extraordinary dividend with respect to the Shares payable
in a form other than Shares in an amount that has a material effect on the Fair Market Value, a recapitalization (including a
recapitalization through a large nonrecurring cash dividend), a rights offering, a reorganization, merger, a spin-off, split-up,
change in corporate structure or a similar occurrence, the Administrator shall make appropriate adjustments, in its discretion,
in one or more of (i) the numbers and class of Shares or other stock or securities: (x) available for future Awards under Section
3 above and (y) covered by each outstanding Award, and (ii) the exercise price per Share of each outstanding Option, and any such
adjustment by the Administrator shall be made in the Administrator’s sole and absolute discretion and shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to,
the number or price of Shares subject to an Award. If, by reason of a transaction described in this Section 11(a) or an adjustment
pursuant to this Section 11(a), a Participant’s Award Agreement or agreement related to any Optioned Stock or Restricted
Stock or Stock Grant covers additional or different shares of stock or securities, then such additional or different shares, and
the Award Agreement or agreement related to the Optioned Stock, Restricted Stock or Stock Grant in respect thereof, shall be subject
to all of the terms, conditions and restrictions which were applicable to the Award, Optioned Stock, Restricted Stock or Stock
Grant prior to such adjustment.
(b) Dissolution
or Liquidation. In the event of the dissolution or liquidation of the Company, each Award will terminate immediately prior
to the consummation of such action, unless otherwise determined by the Administrator.
(c) Corporate
Transactions. In the event of (i) a transfer of all or substantially all of the Company’s assets, (ii) a merger, consolidation
or other capital reorganization or business combination transaction of the Company with or into another corporation, entity or
person, or (iii) the consummation of a transaction, or series of related transactions, in which any “person” (as such
term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3
of the Exchange Act), directly or indirectly, of more than 50% of the Company’s then outstanding capital stock (a “Corporate
Transaction”), each outstanding Award (vested or unvested) will be treated as the Administrator determines, which determination
may be made without the consent of any Participant and need not treat all outstanding Awards (or portion thereof) in an identical
manner unless such treatment is described or defined in the Award Agreement. Such determination, without the consent of any Participant,
may provide (without limitation) for one or more of the following in the event of a Corporate Transaction: (A) the continuation
of such outstanding Awards by the Company (if the Company is the surviving corporation); (B) the assumption of such outstanding
Awards by the surviving corporation or its parent; (C) the substitution by the surviving corporation or its parent of new options
or equity awards for such Awards; (D) the cancellation of such Awards in exchange for a payment to the Participants equal to the
excess of (1) the Fair Market Value of the Shares subject to such Awards as of the closing date of such Corporate Transaction
over (2) the exercise price or purchase price paid or to be paid for the Shares subject to the Awards; or (E) the cancellation
of any outstanding Options or an outstanding right to purchase Restricted Stock, in either case, for no consideration.
12. Non-Transferability
of Awards.
(a) General.
Except as set forth in this Section 12, Awards may not be sold, pledged, assigned, hypothecated, transferred or disposed of
in any manner other than by will or by the laws of descent or distribution. With respect to Restricted Stock, these restrictions
will lapse at such time or times, and on such conditions, as the Administrator may specify in the Award Agreement.
The designation of a beneficiary by a Participant will not constitute a transfer. An Option may be exercised, during the
lifetime of the holder of the Option, only by such holder or a transferee permitted by this Section 12.
(b) Limited
Transferability Rights. Notwithstanding anything else in this Section 12, the Administrator may in its sole discretion provide
that any Non-Statutory Stock Options or Restricted Stock, may be transferred, (x) in a private transaction pursuant to Rule 144
of the Securities Act of 1933, as amended, subject to an opinion of counsel to the seller, acceptable to the Administrator, or
(y) by instrument to an inter vivos or testamentary trust in which such Awards are to be passed to beneficiaries upon the
death of the trustor (settlor) or by gift to Family Members. Further, beginning with (i) the period when the Company begins to
rely on the exemption described in Rule 12h-1(f)(1) promulgated under the Exchange Act, as determined by the Board in its sole
discretion, and (ii) ending on the earlier of (A) the date when the Company ceases to rely on such exemption, as determined by
the Board in its sole discretion, or (B) the date when the Company becomes subject to the reporting requirements of Section 13
or 15(d) of the Exchange Act, an Option, or prior to exercise, the Shares subject to the Option, may not be pledged, hypothecated
or otherwise transferred or disposed of, in any manner, including by entering into any short position, any “put equivalent
position” or any “call equivalent position” (as defined in Rule 16a-1(h) and Rule 16a-1(b) of the Exchange Act,
respectively), other than, with respect to Non-Statutory Stock Options, to (i) persons who are Family Members through gifts or
domestic relations orders, or (ii) to an executor or guardian of the Participant upon the death or disability of the Participant.
Notwithstanding the foregoing sentence, the Board, in its sole discretion, may permit transfers of Non-Statutory Stock Options,
Restricted Stock or Stock Grants to the Company or in connection with a Change of Control or other acquisition transactions involving
the Company to the extent permitted by Rule 12h-1(f).
(c) Registration
of Underlying Stock. With respect to the shares underlying any Awards and the Plan as a whole, the Company shall use its reasonable
best efforts to file such an S-8 registration statement as soon as reasonably practical.
13. Time
of Granting Awards. The date of grant of an Award shall, for all purposes, be the date on which the Administrator makes the
determination granting such Award, or such other date as is determined by the Administrator.
14. Amendment
and Termination of the Plan. The Board may at any time amend or terminate the Plan, but, except as otherwise provided in Section
11, no amendment or termination shall be made that would materially and adversely affect the rights of any Participant under any
outstanding Award, without his or her consent. In addition, to the extent necessary and desirable to comply with Applicable Laws,
the Company shall obtain the approval of holders of capital stock with respect to any Plan amendment in such a manner and to such
a degree as required.
15. Conditions
Upon Issuance of Shares. Notwithstanding any other provision of the Plan or any agreement entered into by the Company pursuant
to the Plan, the Company shall not be obligated, and shall have no liability for failure, to issue or deliver any Shares under
the Plan unless such issuance or delivery would comply with Applicable Laws, with such compliance determined by the Company in
consultation with its legal counsel. As a condition to the exercise of any Option, purchase or receipt of any Restricted Stock,
or grant of any Stock Grant, the Company may require the person exercising the Option, purchasing or receiving the Restricted
Stock, or receiving the Stock Grant to represent and warrant at the time of any such exercise, purchase, or grant that the Shares
are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion
of counsel for the Company, such a representation is advisable or required by Applicable Laws.
16. Beneficiaries. If
permitted by the Company, a Participant may designate one or more beneficiaries with respect to an Award by timely filing the
prescribed form with the Company. A beneficiary designation may be changed by filing the prescribed form with the Company at any
time before the Participant’s death. Except as otherwise provided in an Award Agreement, if no beneficiary was designated
or if no designated beneficiary survives the Participant, then after a Participant’s death any vested Award(s) shall be
transferred or distributed to the Participant’s estate or to any person who has the right to acquire the Award by bequest
or inheritance.
17. Approval
of Holders of Capital Stock. To the extent required to comply with Applicable Laws, Awards to residents of the State of California
shall be granted under the Plan only if the plan is approved by the holders of capital stock of the Company by the later of (a)
within 12 months before or after the date the Plan is adopted or (b) prior to or within 12 months of the granting of any Award
under the Plan in the State of California.
18. Addenda.
The Administrator may approve such addenda to the Plan as it may consider necessary or appropriate for the purpose of granting
Awards to Employees or Consultants, which Awards may contain such terms and conditions as the Administrator deems necessary or
appropriate to accommodate differences in local law, tax policy or custom, which may deviate from the terms and conditions set
forth in this Plan. The terms of any such addenda shall supersede the terms of the Plan to the extent necessary to accommodate
such differences but shall not otherwise affect the terms of the Plan as in effect for any other purpose.
19. Choice
of Law. The law of the State of Delaware shall govern all questions concerning the construction, validity and interpretation
of this Plan, without regard to such state’s, or any other jurisdiction’s, conflict of law rules.
20. Information
to Holders of Options. In the event the Company is relying on the exemption provided by Rule 12h-1(f) under the Exchange
Act, the Company shall provide the information described in Rule 701(e)(3), (4) and (5) of the Securities Act of 1933, as amended,
to all holders of Options in accordance with the requirements thereunder until such time as the Company becomes subject to the
reporting requirements of Section 13 or 15(d) of the Exchange Act. The Company may request that holders of Options agree to keep
the information to be provided pursuant to this Section confidential. If the holder does not agree to keep the information to
be provided pursuant to this Section confidential, then the Company will not be required to provide the information unless otherwise
required pursuant to Rule 12h-1(f)(1) of the Exchange Act.
ADDENDUM
A
TO
2015
STOCK AND STOCK OPTION PLAN
(For
California residents only, to the extent required by 25102(o))
This
Addendum A to the 2015 Stock and Stock Option Plan shall apply only to the Participants who are residents of the State of California
and who are receiving an Award under the Plan. Capitalized terms contained herein shall have the same meanings given to them in
the Plan, unless otherwise provided by this Addendum A. Notwithstanding any provisions contained in the Plan to the contrary and
to the extent required by Applicable Laws, the following terms shall apply to all Awards granted to residents of the State of
California, until such time as the Administrator amends this Addendum A or the Administrator otherwise provides.
(a) The
term of each Option shall be stated in the Award Agreement, provided, however, that the term shall be no more than ten (10) years
from the date of grant thereof.
(b) If
the Administrator makes an Award transferable, such Award may only be transferred (i) by will, (ii) by the laws of descent and
distribution, or (iii) as permitted by Rule 701 of the Securities Act of 1933, as amended (the “Securities Act”).
(c) If
a Participant ceases to be an Employee or Consultant for a reason other than death, Disability or an involuntary termination for
Cause, such Participant may exercise his or her Option within such period of time as specified in the Award Agreement, which shall
not be less than thirty (30) days following the date of the Participant’s termination, to the extent that the Option is
vested on the date of termination (but in no event later than the expiration of the term of the Option as set forth in the Award
Agreement).
(d) If
a Participant ceases to be an Employee or Consultant as a result of the Participant’s Disability, the Participant may exercise
his or her Option within such period of time as specified in the Award Agreement, which shall not be less than six (6) months
following the date of the Participant’s termination, to the extent the Option is vested on the date of termination (but
in no event later than the expiration of the term of such Option as set forth in the Award Agreement).
(e) If
a Participant dies while an Employee or Consultant, the Option may be exercised within such period of time as specified in the
Award Agreement, which shall not be less than six (6) months following the date of the Participant’s death, to the extent
the Option is vested on the date of death (but in no event later than the expiration of the term of such Option as set forth in
the Award Agreement) by the Participant’s designated beneficiary, personal representative, or by the person(s) to whom the
Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution.
(f) No
Award shall be granted to a resident of California more than ten (10) years after the earlier of the date of adoption of the Plan
or the date the Plan is approved by the stockholders.
(g) The
Administrator will make any adjustments to an Award required by Section 25102(o) of the California Corporations Code to the extent
the Company is relying upon the exemption afforded thereby with respect to the Award.
(h) This
Addendum A shall be deemed to be part of the Plan and the Administrator shall have the authority to amend this Addendum A in accordance
with Section 14 of the Plan.
Exhibit
10.2
FORM
OF NON-STATUTORY STOCK OPTION AWARD AGREEMENT
This
Stock Option Award Agreement (this “Agreement”) is made and entered into as of [DATE] by and between Cortex
Pharmaceuticals, Inc., a Delaware corporation (the “Company”) and [PARTICIPANT NAME] (the “Participant”).
Grant
Date: ____________________________________
Exercise
Price per Share: __________________________
Number
of Option Shares: _________________________
Expiration
Date: _________________________________
1.
Grant of Option.
1.1
Grant; Type of Option. The Company hereby grants to the Participant an option (the “Option”) to purchase
the total number of shares of Common Stock of the Company equal to the number of Option Shares set forth above, at the exercise
price set forth above. The Option is being granted pursuant to the terms of the Company’s 2015 Stock and Stock Option Plan
(the “Plan”). The Option is intended to be a Non-Statutory Stock Option and not an Incentive Stock Option
within the meaning of Section 422 of the Internal Revenue Code.
1.2
Consideration; Subject to Plan. The grant of the Option is made in consideration of [the services rendered to date and]
the services to be rendered by the Participant to the Company and is subject to the terms and conditions of the Plan. Capitalized
terms used but not defined herein will have the meaning ascribed to them in the Plan.
2.
Exercise Period; Vesting.
2.1
Vesting Schedule. The Option will become vested and exercisable with respect to [NUMBER] shares on [VESTING SCHEDULE] until
the Option is 100% vested. The unvested portion of the Option will not be exercisable on or after the Participant’s termination
of Continuous Service Status.
2.2
Expiration. The Option will expire on the expiration date set forth above, or earlier as provided in this Agreement or
the Plan.
3.
Manner of Exercise.
3.1
Election to Exercise. To exercise the Option, the Participant (or in the case of exercise after the Participant’s
death or incapacity, the Participant’s executor, administrator, heir or legatee, as the case may be) must deliver to the
Company an executed stock option exercise agreement in such form as is approved by the Administrator from time to time (the “Exercise
Agreement”), which shall set forth, inter alia:
(a)
the Participant’s election to exercise the Option;
(b)
the number of shares of Common Stock being purchased;
(c)
any restrictions imposed on the shares; and
(d)
any representations, warranties and agreements regarding the Participant’s investment intent and access to information as
may be required by the Company to comply with applicable securities laws.
If
someone other than the Participant exercises the Option, then such person must submit documentation reasonably acceptable to the
Company verifying that such person has the legal right to exercise the Option.
3.2
Payment of Exercise Price. The entire exercise price of the Option shall be payable in full at the time of exercise in
any manner designated in the Plan.
3.3
Withholding. Prior to the issuance of shares upon the exercise of the Option, the Participant must make arrangements satisfactory
to the Company to pay or provide for any applicable federal, state and local withholding obligations of the Company. The Company
has the right to withhold from any compensation paid to a Participant.
3.4
Issuance of Shares. Provided that the Exercise Agreement and payment are in form and substance satisfactory to the Company,
the Company shall issue the shares of Common Stock registered in the name of the Participant, the Participant’s authorized
assignee, or the Participant’s legal representative, and shall deliver certificates representing the shares with the appropriate
legends affixed thereto.
4.
No Right to Continued Service; No Rights as Shareholder.
Neither the Plan nor this Agreement shall confer upon the Participant any right to be retained in any position, as an Employee
or Consultant of the Employer. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the
Employer to terminate the Participant’s Continuous Service Status at any time, with or without Cause. The Participant shall
not have any rights as a shareholder with respect to any shares of Common Stock subject to the Option prior to the date of exercise
of the Option.
5.
Transferability. The Option may be transferred in accordance
with the terms of the Plan upon written approval by the Administrator.
6.
Change of Control.
6.1
Acceleration of Vesting. [In the event of a Change of Control, notwithstanding any provision of the Plan or this Agreement
to the contrary, the Option shall become immediately vested and exercisable with respect to 100% of the Shares subject to the
Option. To the extent practicable, such acceleration of vesting and exercisability shall occur in a manner and at a time which
allows the Participant the ability to participate in the Change of Control with respect to the shares of Common Stock received.
OR
Unless
otherwise determined by the Administrator at the time of a Change of Control, a Change of Control shall have no effect on the
Option.]
7.
Adjustments. The shares of Common Stock subject to the Option
may be adjusted or terminated in any manner as contemplated by Section 11 of the Plan.
8.
Tax Liability and Withholding. Notwithstanding any action
the Company takes with respect to any or all income tax, social insurance, payroll tax, or other tax-related withholding (“Tax-Related
Items”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and
the Company (a) makes no representation or undertakings regarding the treatment of any Tax-Related Items in connection with the
grant, vesting, or exercise of the Option or the subsequent sale of any shares acquired on exercise; and (b) does not commit to
structure the Option to reduce or eliminate the Participant’s liability for Tax-Related Items.
9.
Compliance with Law. The exercise of the Option and the issuance
and transfer of shares of Common Stock shall be subject to compliance by the Company and the Participant with all applicable requirements
of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s shares
of Common Stock may be listed. No shares of Common Stock shall be issued pursuant to this Option unless and until any then applicable
requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company
and its counsel. The Participant understands that the Company is under no obligation to register the shares of Common Stock with
the Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.
10.
Notices. Any notice required to be delivered to the Company
under this Agreement shall be in writing and addressed to the Secretary of the Company at the Company’s principal corporate
offices. Any notice required to be delivered to the Participant under this Agreement shall be in writing and addressed to the
Participant at the Participant’s address as shown in the records of the Company. Either party may designate another address
in writing (or by such other method approved by the Company) from time to time.
11.
Governing Law. This Agreement will be construed and interpreted
in accordance with the laws of the State of Delaware without regard to conflict of law principles.
12.
Interpretation. Any dispute regarding the interpretation
of this Agreement shall be submitted by the Participant or the Company to the Administrator for review. The resolution of such
dispute by the Administrator shall be final and binding on the Participant and the Company.
13.
Options Subject to Plan. This Agreement is subject to the
Plan. The terms and provisions of the Plan as it may be amended from time to time are hereby incorporated herein by reference.
In the event of a conflict between any term or provision contained herein and a term or provision of the Plan, the applicable
terms and provisions of the Plan will govern and prevail.
14.
Successors and Assigns. The Company may assign any of its
rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the
Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the
Participant’s beneficiaries, executors, administrators and the person(s) to whom the Option may be transferred by will or
the laws of descent or distribution.
15.
Severability. The invalidity or unenforceability of any provision
of the Plan or this Agreement shall not affect the validity or enforceability of any other provision of the Plan or this Agreement,
and each provision of the Plan and this Agreement shall be severable and enforceable to the extent permitted by law.
16.
Discretionary Nature of Plan. The Plan is discretionary and
may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Option in this Agreement
does not create any contractual right or other right to receive any Options or other Awards in the future. Future Awards, if any,
will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a
change or impairment of the terms and conditions of the Participant’s employment with the Company.
17.
Amendment. The Committee has the right to amend, alter, suspend,
discontinue or cancel the Option, prospectively or retroactively; provided, that, no such amendment shall adversely affect
the Participant’s material rights under this Agreement without the Participant’s consent.
18.
No Impact on Other Benefits. The value of the Participant’s
Option is not part of his or her normal or expected compensation for purposes of calculating any severance, retirement, welfare,
insurance or similar employee benefit.
19.
Counterparts. This Agreement may be executed in counterparts,
each of which shall be deemed an original but all of which together will constitute one and the same instrument. Counterpart signature
pages to this Agreement transmitted by facsimile transmission, by electronic mail in portable document format (.pdf), or by any
other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect
as physical delivery of the paper document bearing an original signature.
20.
Acceptance. The Participant hereby acknowledges receipt of
a copy of the Plan and this Agreement. The Participant has read and understands the terms and provisions thereof, and accepts
the Option subject to all of the terms and conditions of the Plan and this Agreement. The Participant acknowledges that there
may be adverse tax consequences upon exercise of the Option or disposition of the underlying shares and that the Participant should
consult a tax advisor prior to such exercise or disposition.
IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.
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CORTEX
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Name: |
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Title: |
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[EMPLOYEE/DIRECTOR/
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RespireRx Pharmaceuticals (CE) (USOTC:RSPI)
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