8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

Current Report Filed Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report

(Date of earliest event reported): December 30, 2011

Repros Therapeutics Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-15281	76-0233274
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2408 Timberloch Place, Suite B-7

The Woodlands, Texas  77380

(Address of principal

executive offices

and zip code)

(281) 719-3400

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry into a Material Definitive Agreement.

The information set forth under Item 5.02 of this Current Report on Form 8-K relating to the entry into of an amendment to the employment agreement of Joseph S. Podolski is hereby incorporated in this Item 1.01 by reference.

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

Effective December 30, 2011, Repros Therapeutics Inc. (the “Company”) and its President and Chief Executive Officer, Joseph S. Podolski, entered into a Fifth Amendment (the “Fifth Amendment”) to the Employment Agreement dated January 1, 1993 by and between the Company and Mr. Podolski.  The Fifth Amendment provides that the term of the agreement shall be extended until May 31, 2014.

The foregoing description is qualified in its entirety by reference to the Fifth Amendment, a copy of which is attached hereto as Exhibit 10.1.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits.

Exhibit
Number	Description
10.1	Fifth Amendment to Employment Agreement dated effective December 30, 2011 between the Company and Joseph S. Podolski.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Repros Therapeutics Inc.
Date:  January 4, 2012
	By:	/s/ Joseph S. Podolski
		Joseph S. Podolski
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit
Number	Description
10.1	Fifth Amendment to Employment Agreement dated effective December 30, 2011 between the Company and Joseph S. Podolski.

EX-10.1

Exhibit 10.1

FIFTH AMENDMENT TO

EMPLOYMENT AGREEMENT

This Fifth Amendment to Employment Agreement (the “Fifth Amendment”) is executed and dated effective as of the 30th day of December, 2011 (the “Amendment Date”) between Repros Therapeutics Inc., a Delaware corporation (the “Company”) and Joseph S. Podolski (the “Employee”).

WHEREAS, the Company and Employee entered into an Employment Agreement dated as of January 1, 1993, as amended by the First Amendment to Employment Agreement dated January 31, 2001, the Second Amendment to Employment Agreement dated October 29, 2002, the Third Amendment to Employment Agreement dated as of March 11, 2009 and the Fourth Amendment to Employment Agreement dated as of March 10, 2010 (as amended, the “Employment Agreement”);

WHEREAS, the Company and Employee wish to amend certain provisions of the Employment Agreement to extend Employee’s term;

NOW THEREFORE, in consideration of the foregoing and the mutual covenants herein, the parties hereto agree as follows:

1.           Capitalized terms used but not defined herein have the respective meanings set forth in the Employment Agreement.

2.           Section 2 of the Employment Agreement is hereby amended by replacing the second paragraph thereof in its entirety with the following:

“Term of Employment.  The remaining Term of this Agreement is hereby fixed at the period commencing on the date hereof and continuing through May 31, 2014 (the “Remaining Term”), unless previously terminated by the Company or Employee prior to such date pursuant to the terms of Section 6 hereof. ”

3.           Except as amended and modified by this Fifth Amendment, the Employment Agreement shall continue in full force and effect. The Employment Agreement and this Fifth Amendment shall be construed as one and the same instrument.

4.           This Fifth Amendment may be signed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument, and it shall not be necessary in making proof of this Fifth Amendment to produce or account for more than one such counterpart.

5.           This Fifth Amendment (i) constitutes the entire contract between the parties relative to the amendments to the Employment Agreement made hereby, (ii) supersedes all prior agreements, consents and undertakings relating to such amendments and (iii) may not be contradicted by evidence of prior contemporaneous or subsequent oral agreements of the parties.

6.           This Fifth Amendment shall be construed and enforced in accordance with the laws of the State of Texas.

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7.           This Fifth Amendment shall be binding upon and shall inure to the benefit of and enforceable by the parties hereto and their respective successors and assigns.

[Remainder Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties have executed this Fifth Amendment to the Employment Agreement effective (the “Effective Date”) for all purposes as of the date first above written.

COMPANY:

REPROS THERAPEUTICS INC.

By: /s/ Nola Masterson                                                     

Nola Masterson

Chair of the Board

EMPLOYEE:

By: /s/ Joseph S. Podolski                                                

Joseph S. Podolski

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