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ORXE > SEC Filings for ORXE > Form 8-K on 2-Oct-2008All Recent SEC Filings

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Form 8-K for GENE LOGIC INC


2-Oct-2008

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 29, 2008, the Board of Directors ("Board") of Ore Pharmaceuticals Inc. (the "Company"), approved an amendment and restatement of the Company's Executive Severance Plan (the "Plan"), originally adopted in 2001, to bring the Plan into compliance with Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and other guidance promulgated thereunder ("Section 409A"). The Board also approved a form of amendment to the Company's employment agreements with Messrs. Dimmler, Rohrer and Staples and certain other officers to comply with Section 409A. In addition to certain changes made for reasons of clarification or ease of administration, as a result of these amendments,

o Payments payable under the Plan and the agreements may be made as originally planned at time of termination up to the statutory exception limit, provided that the covered employee either began his employment on or after September 29, 2008, or agrees to certain limitations on the circumstances under which severance and termination payments may be made under the Plan and the agreements;
o For executives employed prior to September 29, 2008 who do not agree to the amendments described in the previous bullet, the payment of certain compensation deemed to be non-qualified pursuant to Section 409A will be deferred for six months and a day.

The changes reflected in the amended and restated Plan and to the employment agreements do not increase the amounts payable or benefits provided by the Company under the Plan.

Item 9.01     Financial Statements and Exhibits

(d) Exhibits.

Exhibit Number    Description
--------------    -----------
10.55(a)          Executive Severance Plan, as amended September 29, 2008


10.95(a)          Form of amendment to Employment Agreement approved September
                  29, 2008 for employment agreements between Company and Charles
                  L. Dimmler, Philip L. Rohrer, Jr and F. Dudley Staples

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