Exhibit 10.1
**ENTREMED, INC.**
**2001 LONG-TERM INCENTIVE PLAN, AS AMENDED** **1.****PURPOSE AND TYPES OF AWARDS**
     The purpose of the 2001 Long-Term Incentive Plan(“Plan”) is to promote the long-term growth andprofitability of the Corporation by: (i) providing keypeople with incentives to improve stockholder value and tocontribute to the growth and financial success of theCorporation and (ii) enabling the Corporation to attract,retain and reward the best-available persons.
     The Plan permits the granting of stock options (includingincentive stock options qualifying under Code section 422and nonqualified stock options), stock appreciation rights,restricted or unrestricted stock awards, phantom stock,performance awards, or any combination of the foregoing. **2.****DEFINITIONS**
     Under this Plan, except where the context otherwise indicates,the following definitions apply:
     (a) *“Administrator”*shall have the meaningset forth in Section 3(a).
     (b) *“Affiliate”* means a corporation,partnership, business trust, limited liability company or otherform of business organization at least a majority of the totalcombined voting power of all classes of stock or other equityinterests of which is owned by the Corporation, either directlyor indirectly, and any other entity designated by theAdministrator in which the Corporation has a significantinterest.
     (c) *“Award”*shall mean any stock option,stock appreciation right, stock award, phantom stock award, orperformance award.
     (d) *“Board”*shall mean the Board ofDirectors of the Corporation.
     (e) *“Code”*shall mean the Internal RevenueCode of 1986, as amended, and any regulations promulgatedthereunder.
     (f) *“Common Stock”*shall mean shares ofcommon stock of the Corporation, $.01 par value.
     (g) *“Corporation”*shall mean EntreMed,Inc. and any successor thereto.
     (h) *“Exchange Act”*shall mean theSecurities Exchange Act of 1934, as amended.
     (i) *“Fair Market Value”*of a share of theCorporation’s Common Stock for any purpose on a particulardate shall mean the last reported sale price per share of CommonStock, regular way, on such date or, in case no such sale takesplace on such date, the average of the closing bid and askedprices, regular way, in either case as reported in the principalconsolidated transaction reporting system with respect tosecurities listed or admitted to trading on a nationalsecurities exchange or included for quotation on theNasdaq-National Market, or if the Common Stock is not so listedor admitted to trading or included for quotation, the lastquoted price, or if the Common Stock is not so quoted, theaverage of the high bid and low asked prices, regular way, inthe over-the-counter market, as reported by the NationalAssociation of Securities Dealers, Inc. Automated QuotationSystem or, if such system is no longer in use, the principalother automated quotations system that may then be in use or, ifthe Common Stock is not quoted by any such organization, theaverage of the closing bid and asked prices, regular way, asfurnished by a professional market maker making a market in theCommon Stock as selected in good faith by the Administrator orby such other source or sources as shall be selected in goodfaith by the Administrator. If, as the case may be, the relevantdate is not a trading day, the determination shall be made as ofthe next preceding trading day. As used herein, the term“trading day” shall mean a day on which public tradingof securities occurs and is reported in the principalconsolidated reporting system referred to above, or if theCommon Stock is not listed or admitted to

 
trading on a national securities exchange or included forquotation on the Nasdaq-National Market, any business day. Inall events, Fair Market Value shall be determined pursuant to amethod that complies with Section 409A of the Code.
     (j) ‘*‘Grant Agreement”*shall mean awritten document memorializing the terms and conditions of anAward granted pursuant to the Plan and shall incorporate theterms of the Plan.
     (k) *“Participants”*shall have the meaningset forth in Section 5.
     (l) *“Parent”*shall mean a corporation,whether nor or hereafter existing, within the meaning of thedefinition of “parent corporation” provided in Codesection 424(e), or any successor thereto.
     (m) *“Performance Goals”*shall meanperformance goals established by the Administrator which may bebased on one or more business criteria selected by theAdministrator that apply to an individual or group ofindividuals, a business unit, or the Corporation and/or one ormore of its Affiliates either separately or together, over suchperformance period as the Administrator may designate,including, but not limited to, business criteria based onoperating income, earnings or earnings growth, sales, return onassets, equity or investment, regulatory compliance,satisfactory internal or external audits, improvement offinancial ratings, achievement of balance sheet or incomestatement objectives, or any other objective goals establishedby the Administrator, and may be absolute in their terms ormeasured against or in relationship to other companiescomparably, similarly or otherwise situated.
     (n) *“Subsidiary”*and*“Subsidiaries”*shall mean only a corporation orcorporations, whether now or hereafter existing, within themeaning of the definition of “subsidiary corporation”provided in section 424(f) of the Code, or any successorthereto.
     (o) *“Ten-Percent Stockholder”*shall mean aParticipant who (applying the rules of Code section 424(d))owns stock possessing more than 10% of the total combined votingpower or value of all classes of stock or interests of theCorporation or a Parent or Subsidiary of the Corporation. **3.****ADMINISTRATION**
     (a) *Administration of the Plan.* The Plan shall beadministered by the Board or by such committee or committees asmay be appointed by the Board from time to time (the Board,committee or committees hereinafter referred to as the“Administrator”). Notwithstanding the foregoing, theAdministrator may delegate to the Chief Executive Officer of theCorporation the power to administer this Plan and have the fullauthority of the Administrator hereunder with respect to Awardsgranted to specified Participants or groups of Participants.
     (b) *Powers of the Administrator.* The Administratorshall have all the powers vested in it by the terms of the Plan,such powers to include authority, in its sole and absolutediscretion, to grant Awards under the Plan, prescribe GrantAgreements evidencing such Awards and establish programs forgranting Awards.
     (c) The Administrator shall have full power and authorityto take all other actions necessary to carry out the purpose andintent of the Plan, including, but not limited to, the authorityto: (i) determine the eligible persons to whom, and thetime or times at which Awards shall be granted;(ii) determine the types of Awards to be granted;(iii) determine the number of shares to be covered by orused for reference purposes for each Award; (iv) imposesuch terms, limitations, restrictions and conditions upon anysuch Award as the Administrator shall deem appropriate,including, but not limited to, whether a stock option shall bean incentive stock option or a nonqualified stock option, anyexceptions to nontransferability, any Performance Goalsapplicable to Awards, any provisions relating to vesting, anycircumstances in which the Awards would terminate, the periodduring which Awards may be exercised, and the period duringwhich Awards shall be subject to restrictions; (v) modify,amend, extend or renew outstanding Awards, accept the surrenderof outstanding Awards and substitute new Awards, or specify alower or higher exercise price, or a longer or shorter term, forany substituted Awards than the surrendered Awards, or imposeany other provisions that are

 
authorized by this Plan (provided however, that, except asprovided in Section 7(g)(i) of the Plan, any modificationthat would materially adversely affect any outstanding Awardshall not be made without the consent of the holder);(vi) accelerate, extend, or otherwise change the time inwhich an Award may be exercised or becomes payable and to waiveor accelerate the lapse, in whole or in part, of any restrictionor condition with respect to such Award, including, but notlimited to, any restriction or condition with respect to thevesting or exercisability of an Award due to termination of anyParticipant’s employment or other relationship with theCorporation or an Affiliate; and (vii) establish objectivesand conditions, if any, for earning Awards and determiningwhether Awards will be paid after the end of a performanceperiod.
     (d) In making these determinations, the Administrator maytake into account the nature of the services rendered or to berendered by the Award recipients, their present and potentialcontributions to the success of the Corporation and itsAffiliates, and such other factors as the Administrator in itsdiscretion shall deem relevant. Subject to the provisions of thePlan, the Administrator shall have full power and authority, inits sole and absolute discretion, to administer and interpretthe Plan and to adopt and interpret such rules, regulations,agreements, guidelines and instruments for the administration ofthe Plan and for the conduct of its business as theAdministrator deems necessary or advisable.
     (e) *Non-Uniform Determinations.* TheAdministrator’s determinations under the Plan (including,without limitation, determinations of the persons to receiveAwards, the form, amount and timing of such Awards, the termsand provisions of such Awards and the Grant Agreementsevidencing such Awards) need not be uniform and may be made bythe Administrator selectively among persons who receive, or areeligible to receive, Awards under the Plan, whether or not suchpersons are similarly situated.
     (f) *Limited Liability.* To the maximum extentpermitted by law, no member of the Administrator shall be liablefor any action taken or decision made in good faith relating tothe Plan or any Award thereunder.
     (g) *Effect of Administrator’s Decision.* Allactions taken and decisions and determinations made by theAdministrator on all matters relating to the Plan pursuant tothe powers vested in it hereunder shall be in theAdministrator’s sole and absolute discretion and shall beconclusive and binding on all parties concerned, including theCorporation, its stockholders, any Participants and any otheremployee, consultant, or director of the Corporation, and theirrespective successors in interest. **4.****SHARES AVAILABLE FOR THE PLAN**
     (a) *Maximum Issuable Shares.* Subject to adjustmentsas provided in Section 7(f), the shares of Common Stockthat may be issued with respect to Awards granted under the Planshall not exceed an aggregate of 7,250,000 shares of CommonStock. The Corporation shall reserve such number of shares forAwards under the Plan, subject to adjustments as provided inSection 7(f). If any Award, or portion of an Award, underthe Plan expires or terminates unexercised, becomesunexercisable or is forfeited or otherwise terminated,surrendered or canceled as to any shares, or if any shares ofCommon Stock are surrendered to the Corporation in connectionwith any Award (whether or not such surrendered shares wereacquired pursuant to any Award), the shares subject to suchAward and the surrendered shares shall thereafter be availablefor further Awards under the Plan; provided, however, that anysuch shares that are surrendered to the Corporation inconnection with any Award or that are otherwise forfeited afterissuance shall not be available for purchase pursuant toincentive stock options intended to qualify under Codesection 422.
     (b) *Maximum Awards.* Subject to adjustments asprovided in Section 7(f) and Section 7(g)(ii), themaximum number of shares of Common Stock subject to Awards ofany combination that may be granted during any calendar year ofthe Corporation to any one individual under this Plan shall belimited to 250,000; provided, however that Awards to anindividual not previously an employee, as an inducement materialto the individual’s entering into employment with theCorporation, shall be limited to 500,000.

 
 **5.****PARTICIPATION**
     (a) Participation in the Plan shall be open to all personswho are at the time of the grant of an Award employees(including persons who may become employees), officers,directors, and consultants of the Corporation, or of anyAffiliate of the Corporation, as may be selected by theAdministrator from time to time. A Participant who has beengranted an Award may, if he or she is otherwise eligible, begranted additional Awards if the Administrator so determines. **6.****AWARDS**
     The Administrator, in its sole discretion, establishes the termsof all Awards granted under the Plan. All Awards shall besubject to the terms and conditions provided in the GrantAgreement.
     (a) *Stock Options.* The Administrator may from timeto time grant to eligible Participants Awards of incentive stockoptions as that term is defined in Code section 422 ornonqualified stock options; provided, however, that Awards ofincentive stock options shall be limited to employees of theCorporation or of any Parent or Subsidiary of the Corporation.Options intended to qualify as incentive stock options underCode section 422 must have an exercise price at least equalto Fair Market Value on the date of grant or at least 110% ofFair Market Value in the case of a Ten-Percent Stockholder, butnonqualified stock options may be granted with an exercise priceless than Fair Market Value. No stock option shall be anincentive stock option unless so designated by the Administratorat the time of grant and such designation is reflected in theGrant Agreement evidencing such stock option.
     (b) *Stock Appreciation Rights.* The Administrator mayfrom time to time grant to eligible Participants Awards of StockAppreciation Rights (“SARs”). A SAR may be exercisedin whole or in part as provided in the applicable GrantAgreement and entitles the Participant to receive, subject tothe provisions of the Plan and the Grant Agreement, a paymenthaving an aggregate value equal to the product of (i) theexcess of (A) the Fair Market Value on the exercise date ofone share of Common Stock over (B) the base price per sharespecified in the Grant Agreement, multiplied by (ii) thenumber of shares covered by the SAR, or portion thereof, whichis exercised. Payment by the Corporation of the amountreceivable upon any exercise of a SAR may be made by thedelivery of Common Stock or cash, or any combination of CommonStock and cash, as specified in the Grant Agreement. If uponsettlement of the exercise of a SAR a Participant is to receivea portion of such payment in shares of Common Stock, the numberof shares shall be determined by dividing such portion by theFair Market Value of a share of Common Stock on the exercisedate. No fractional shares shall be used for such payment andthe Administrator shall determine whether cash shall be given inlieu of such fractional shares or whether such fractional sharesshall be eliminated.
     (c) *Stock Awards.* The Administrator may from time totime grant restricted or unrestricted stock Awards to eligibleParticipants in such amounts, on such terms and conditions(which terms and conditions may condition the vesting or paymentof Stock Awards on the achievement of one or more PerformanceGoals), and for such considerations, including no considerationor such minimum consideration as may be required by law, as itshall determine.
     (d) *Phantom Stock.* The Administrator may from timeto time grant Awards to eligible Participants denominated instock-equivalent units (“Phantom Stock”) in suchamounts and on such terms and conditions as it shall determine,which terms and conditions may condition the vesting or paymentof Phantom Stock on the achievement of one or more PerformanceGoals. Phantom Stock units granted to a Participant shall becredited to a bookkeeping reserve account solely for accountingpurposes and shall not require a segregation of any of theCorporation’s assets. An Award of Phantom Stock may besettled in Common Stock, in cash, or in a combination of CommonStock and cash, as specified in the Grant Agreement. Except asotherwise provided in the applicable Grant Agreement, theParticipant shall not have the rights of a stockholder withrespect to any shares of Common Stock represented by a PhantomStock unit solely as a result of the grant of a Phantom Stockunit to the Participant.

 

     (e) *Performance Awards.* The Administrator may, inits discretion, grant performance Awards, which become payableon account of attainment of one or more Performance Goalsestablished by the Administrator. Performance Awards may be paidby the delivery of Common Stock or cash, or any combination ofCommon Stock and cash, as specified in the Grant Agreement. **7.****MISCELLANEOUS**
     (a) *Investment Representations.* The Administratormay require each person acquiring shares of Common Stockpursuant to Awards hereunder to represent to and agree with theCorporation in writing that such person is acquiring the shareswithout a view to distribution thereof. The certificates forsuch shares may include any legend that the Administrator deemsappropriate to reflect any restrictions on transfer. Allcertificates for shares issued pursuant to the Plan shall besubject to such stock transfer orders and other restrictions asthe Administrator may deem advisable under the rules,regulations and other requirements of the Securities andExchange Commission, any stock exchange upon which the CommonStock is then listed or interdealer quotation system upon whichthe Common Stock is then quoted, and any applicable federal orstate securities laws. The Administrator may place a legend orlegends on any such certificates to make appropriate referenceto such restrictions.
     (b) *Compliance with Securities Law.* Each Award shallbe subject to the requirement that if, at any time, counsel tothe Corporation shall determine that the listing, registrationor qualification of the shares subject to such an Award upon anysecurities exchange or interdealer quotation system or under anystate or federal law, or the consent or approval of anygovernmental or regulatory body, or that the disclosure ofnonpublic information or the satisfaction of any other conditionis necessary in connection with the issuance or purchase ofshares under such an Award, such Award may not be exercised, inwhole or in part, unless such satisfaction of such conditionshall have been effected on conditions acceptable to theAdministrator. Nothing herein shall be deemed to require theCorporation to apply for or to obtain such listing, registrationor qualification, or to satisfy such condition.
     (c) *Withholding of Taxes.* Participants and holdersof Awards shall pay to the Corporation or its Affiliate, or makeprovision satisfactory to the Administrator for payment of, anytaxes required to be withheld in respect of Awards under thePlan no later than the date of the event creating the taxliability. The Corporation or its Affiliate may, to the extentpermitted by law, deduct any such tax obligations from anypayment of any kind otherwise due to the Participant or holderof an Award. In the event that payment to the Corporation or itsAffiliate of such tax obligations is made in shares of CommonStock, such shares shall be valued at Fair Market Value on theapplicable date for such purposes.
     (d) *Loans.* The Corporation or its Affiliate may makeor guarantee loans to Participants to assist Participants inexercising Awards and satisfying any withholding tax obligations.
     (e) *Transferability.* Except as otherwise determinedby the Administrator or provided in a Grant Agreement, no Awardgranted under the Plan shall be transferable by a Participantexcept by will or the laws of descent and distribution. Unlessotherwise determined by the Administrator in accordance with theprovisions of the immediately preceding sentence, during thelifetime of the Participant, the Award may be exercised only bythe Participant or, during the period the Participant is under alegal disability, by the Participant’s guardian or legalrepresentative. Except as provided above, the Award may not beassigned, transferred, pledged, hypothecated or disposed of inany way (whether by operation of law or otherwise) and shall notbe subject to execution, attachment or similar process.
     (f) *Capital Adjustments.* In the event of any changein the outstanding Common Stock by reason of any stock dividend,split-up, stock split, recapitalization, reclassification,combination or exchange of shares, merger, consolidation,liquidation or the like, the Administrator may, in itsdiscretion, provide for a substitution for or adjustment in(i) the number and class of shares of Common Stock subjectto outstanding Awards, (ii) the exercise price of StockOptions and the base price upon which payments under SARs aredetermined, (iii) the aggregate number and class of Sharesfor which Awards thereafter may be made under

 
this Plan, (iv) the maximum number of shares of CommonStock with respect to which a Participant may be granted Awardsduring the period specified in Section 4(b) hereof.
     (g) *Modification, Substitution of Awards.*
          (i) Subject to the terms and conditions of this Plan, the    Administrator may modify the terms of any outstanding Awards;    provided, however, that no modification of an Award shall,    without the consent of the Participant, alter or impair any of    the Participant’s rights or obligations under such Award.           (ii) Anything contained herein to the contrary    notwithstanding, Awards may, at the discretion of the    Administrator, be granted under this Plan in substitution for    stock options and other awards covering capital stock of another    corporation which is merged into, consolidated with, or all or a    substantial portion of the property or stock of which is    acquired by, the Corporation or one of its Affiliates. The terms    and conditions of the substitute Awards so granted may vary from    the terms and conditions set forth in this Plan to such extent    as the Administrator may deem appropriate in order to conform,    in whole or part, to the provisions of the awards in    substitution for which they are granted. Such substitute Awards    granted hereunder shall not be counted toward the limit imposed    by Section 4(b) hereof, except to the extent it is    determined by the Administrator that counting such Awards is    required in order for Awards hereunder to be eligible to qualify    as “performance-based compensation” within the meaning    of Section 162(m) of the Code.
     (h) *Foreign Employees.* Without amendment of thisPlan, the Administrator may grant Awards to Participants who aresubject to the laws of foreign countries or jurisdictions onsuch terms and conditions different from those specified in thisPlan as may in the judgement of the Administrator be necessaryor desirable to foster and promote achievement of the purposesof this Plan. The Administrator may make such modifications,amendments, procedures, sub-plans and the like as may benecessary or advisable to comply with provisions of laws ofother countries or jurisdictions in which the Corporation or anyof its Affiliates operate or have employees.
     (i) *Termination, Amendment and Modification of thePlan.* The Board may amend, alter or terminate the Plan, orportion thereof, at any time.
     (j) *Non-Guarantee of Employment or Service.* Nothingin the Plan or in any Grant Agreement shall confer on anindividual any legal or equitable right against the Corporation,any Affiliate or the Administrator, except as expressly providedin the Plan or the Grant Agreement. Nothing in the Plan or inany Grant Agreement thereunder shall (i) constituteinducement, consideration, or contract for employment or servicebetween an individual and the Corporation or any Affiliate;(ii) confer any right on an individual to continue in theservice of the Corporation or any Affiliate; or (iii) shallinterfere in any way with the right of the Corporation or anyAffiliate to terminate such service at any time with or withoutcause or notice, or to increase or decrease compensation forsuch service.
     (k) *Other Employee Benefits.* Except as to plans thatby their terms include such amounts as compensation, the amountof any compensation deemed to be received by a Participant as aresult of the exercise of an Award or the sale of sharesreceived upon such exercise will not constitute compensationwith respect to which any other employee benefits of suchParticipant are determined, including, without limitation,benefits under any bonus, pension, profit-sharing, lifeinsurance or salary continuation plan, except as otherwisespecifically determined by the Administrator.
     (l) *No Trust or Fund Created.* Neither the Plannor any Award shall create or be construed to create a trust orseparate fund of any kind or a fiduciary relationship betweenthe Corporation and a Participant or any other person. To theextent that any Participant or other person acquires a right toreceive payments from the Corporation pursuant to an Award, suchright shall be no greater than the right of any unsecuredgeneral creditor of the Corporation.
     (m) *Governing Law.* The validity, construction andeffect of the Plan, of Grant Agreements entered into pursuant tothe Plan, and of any rules, regulations, determinations ordecisions made by the Administrator relating to the Plan or suchGrant Agreements, and the rights of any and all persons havingor claiming to have

 
any interest therein or thereunder, shall be determinedexclusively in accordance with applicable federal laws and thelaws of the State of Delaware without regard to its conflict oflaws principles.
     (n) *Effective Date, Termination Date.* The Plan iseffective as of May 14, 2001, the date on which the Planwas adopted by the Board, subject to the approval of thestockholders of the Corporation within twelve months of sucheffective date. No Award shall be granted under the Plan afterthe close of business on May 14, 2011. Subject to otherapplicable provisions of the Plan, all Awards made under thePlan prior to such termination of the Plan shall remain ineffect until such Awards have been satisfied or terminated inaccordance with the Plan and the terms of such Awards.
     (m) *Section 409 A.* Effective January 1,2005 and notwithstanding any other provision of this Plan to thecontrary, to the extent any Award (or modification of an Award)under this Plan results in the deferral of compensation (forpurposes of Section 409A of the Code), the terms andconditions of the Award shall comply with Section 409A ofthe Code.
Approved by the Stockholders: June 15, 2001Date Amendment No. 1 Approved by Stockholders: June 6,2002Date Amendment No. 2 Approved by Stockholders:June 18, 2003Date Amendment No. 3 Approved by Stockholders:June 16, 2004Date Amendment No. 4 Approved by Stockholders:July 28, 2005Date Amendment No. 4 Approved by Stockholders:June 15, 2006