RSPI RespireRx Pharmaceuticals Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement.

Indemnification Agreement

As discussed in more detail below, on March 22, 2023, the Board of Directors (the “Board”) of RespireRx Pharmaceuticals Inc. (the “Company”) appointed a new director, Joseph Siegelbaum to the Board who is considered to be an independent director. In connection with the appointment and in conformity with its corporate policy of indemnifying all directors and officers, the Board also agreed to enter into an indemnification agreement with Mr. Siegelbaum substantially in the form applicable to all other directors and officers of the Company, namely, each existing director of the Company, Arnold S. Lippa and Jeff E. Margolis, both of whom are also officers of the Company, and with the new director namely, Joseph Siegelbaum as an independent director (each director and/or officer, an “Indemnitee”). The Company will indemnify each Indemnitee when such Indemnitee is a party or threatened to become a party, by virtue of being a director or officer of the Company, from the costs and expenses, fines and certain other amounts in connection with certain proceedings, including proceedings in the right of the Company, so long as such Indemnitee acted in good faith and reasonably believed that such actions were not opposed to the best interests of the Company, as determined (i) by members of the Board of the Company not parties to such proceedings, (ii) by independent counsel if a quorum of disinterested directors is not available or so directs, or (iii) by a majority vote of stockholders of the Company, exclusive of any Indemnitee claiming indemnification who is also a stockholder of the Company, who shall not vote. The indemnifications provided by the form of Indemnification Agreement or any other indemnification pursuant to the Certificate of Incorporation or By-Laws are not exclusive of any other remedies that an Indemnitee may have.

Awards to Officers and Directors as Compensation

Also in connection with the appointment of the new director, as described below, on March 22, 2023, the Board agreed that Mr. Siegelbaum was entitled to quarterly compensation for his service as a director at the rate of $20,000 per quarter, earning the full quarter fee for participation in meetings of the Board in the month of March 2023, if any. In addition, Mr. Siegelbaum is eligible for bonuses and may also be eligible for additional fees at the discretion of a majority of the disinterested members of the Board, including but not limited to attendance at Board meetings other than the normal quarterly meetings and committee membership or meeting attendance. The Board may make awards to Mr. Siegelbaum under the Company’s 2014 Equity, Equity-Linked and Equity Derivative Incentive Plan as well as the Company’s 2015 Stock and Stock Option Plan, as amended.