EX-10.(P) 4 d25257_ex10-p.txt MR. MARVIN P. LOEB AGREEMENT Exhibit 10(p) 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 ACompany@) 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 ------------------ By: Gad Riesenfeld /s/ Marvin P. Loeb President and Chief Operating Officer ------------------ Marvin P. Loeb