NILE THERAPEUTICS, INC.
AMENDMENT OF EMPLOYMENT AGREEMENT
THIS AMENDMENT OF EMPLOYMENT AGREEMENT (this “Amendment”) is entered into as of March 10, 2009 (the
“Effective Date”), between Peter M. Strumph (“Employee”) and Nile Therapeutics, Inc., a Delaware corporation (the
WHEREAS, Employee and the Company entered into an Employment Agreement, dated as of May 11, 2007, as amended to
date (the “Employment Agreement”), which provides for, among other things, certain benefits upon a change of control.
WHEREAS, the Company and Employee have agreed to modify the definition of change of control as set forth in this
NOW THEREFORE, in consideration of the foregoing and the mutual agreements contained herein and intending to be
legally bound hereby, the parties hereby agree that the Employment Agreement shall be amended effective as of the Effective
Date to the extent necessary give effect to this Amendment as follows:
1. Performance Bonus . Section 5(c)(ii) of the Employment Agreement shall be amended and restated in its entirety as
“(ii) Notwithstanding Section 5(c)(i)A and 5(c)(i)B above, no transaction shall be considered a Change of Control under
this Agreement, and no bonus shall be paid or options vest, pursuant to this Section 5(c):
A. if the stockholders existing prior to such transaction(s) hold in the aggregate more than fifty percent (50%) of the
securities or assets of the surviving or resulting company; or
B. in connection with a private placement of equity securities of the Company in connection with a financing of the
Company’s on-going operations.”
2. Continuation of Other Terms . Except as set forth herein, all other terms and conditions of the Employment Agreement
shall remain in full force and effect.
3. Complete Agreement . This Amendment and the Employment Agreement together constitute the entire agreement
between Employee and the Company with respect to the employment of Employee by the Company and