Consulting Agreement - Pharmos Corp. and Marvin P. Loeb
Pharmos Corporation
99 Wood Avenue South, Suite 301
Iselin, NJ 08830
As of April 14, 2000
Mr. Marvin P. Loeb
Trimedyne, Inc.
2801 Barranca Parkway
Irvine, CA 92714-5114
Re: Pharmos Corporation (the "Company")
Dear Marvin:
I am writing to confirm our agreement relating to your outstanding warrants
and options. You currently have 5,000 unvested ten-year warrants, which were
granted in 1997 at an exercise price of $1.59 per share. These warrants are
scheduled to vest on February 12, 2001.
In addition, you have 11,250 ten-year stock options which were granted
under the Company=s 1997 Stock Option Plan (the "Plan") in September 1998 at an
exercise price of $1.75 per share, of which 3,750 shares each are scheduled to
vest on September 17, 2000, 2001 and 2002. You also have 10,000 ten-year stock
options granted under the Plan in April 1999 at an exercise price of $1.25 per
share, of which 2,500 shares each are scheduled to vest on April 15, 2000, 2001,
2002 and 2003. The shares underlying both the warrants and options granted under
the Plan are currently registered.
As we discussed, although you have informed us that you will not be
standing for re-election as director at the next annual meeting, you have agreed
to serve as an unpaid consultant on financial and strategic matters through
March 31, 2001. In connection therewith, you will make yourself available by
telephone to Haim Aviv and to me and other senior management. If we request you
to appear periodically for meetings or the like, we will reimburse you for your
time at a mutually agreed upon level of compensation. In consideration for your
services, all of your warrants and options, as listed above (an aggregate of
26,250 warrants/options), will become fully vested on your last day of service
as a director, and consistent with their existing terms, will not expire until
90 days after the termination of your status as consultant with the Company.
This letter shall be deemed to amend your Warrant Agreement and Option Grants,
and except as provided herein, such Warrant Agreement and Option Grants remain
in full force and effect.
Please acknowledge your acceptance of the foregoing by signing and
returning a copy of this letter to me.
PHARMOS CORPORATION
AGREED AND ACCEPTED:
/s/ Gad Riesenfeld
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By: Gad Riesenfeld
/s/ Marvin P. Loeb President and Chief Operating Officer
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Marvin P. Loeb